Highly Confidential Information. Adopter shall maintain the confidentiality of Highly Confidential Information in the following manner: 2.1.1 Adopter shall employ procedures for safeguarding Highly Confidential Information at least as rigorous as Adopter would employ for its own most highly confidential information, such procedures to include, at a minimum: (1) maintaining on Adopter's premises a secure location in which any and all Highly Confidential Information shall be stored; (2) such secure location shall be accessible only by authorized employees; (3) employees shall sign in and out each time such employees visit such secure location; and (4) when Highly Confidential Information is not in use, such information shall be stored in a locked safe at such secure location. 2.1.2 Adopter may disseminate Highly Confidential Information only to (a) the strictest minimum possible number of regular employees and individuals retained as regular independent contractors subject to confidentiality obligations equivalent to those applicable to regular employees of Adopter: (1) who have an absolute need to know such Highly Confidential Information in order to enable Adopter to implement DTCP2 in compliance with the DTCP2 Specification; and, (2) who are bound in writing by obligations of confidentiality sufficient to protect the Highly Confidential Information in accordance with the terms of this Agreement; provided that Adopter shall be liable to DTLA for any failure by any such employee or individual to maintain the confidentiality of Confidential Information in accordance with the terms of this Confidentiality Agreement; and, (b) a third party that is providing services to Adopter pursuant to the right under Section 6.2 of the Agreement to “have made” Licensed Products or Licensed Components, provided that such third party is either a Fellow DTCP2 Adopter or has executed a nondisclosure agreement with DTLA consistent with the provisions hereof that authorizes such third party to receive such Highly Confidential Information. 2.1.3 Adopter shall not make any copies of any Highly Confidential Information, except where (i) copying of Cryptographic Constants which are Highly Confidential Information is necessary for the production process of Licensed Component or Licensed Product, or (ii) Adopter has a secure document access control system which provides security level equivalent to what is required in this section 2.1, in which case Adopter may scan the DTLA Highly Confidential Information into their system. Adopters may also request additional copies of DTCP2 Specification documents which are Highly Confidential Information, and DTLA may in its sole discretion fulfill any such request.
Appears in 4 contracts
Samples: Dtcp2 Digital Transmission Protection License Agreement, Dtcp2 Digital Transmission Protection License Agreement, Dtcp2 Digital Transmission Protection License Agreement
Highly Confidential Information. Adopter shall maintain the confidentiality of Highly Confidential Information in the following manner:
2.1.1 Adopter shall employ procedures for safeguarding Highly Confidential Information at least as rigorous as Adopter would employ for its own most highly confidential information, such procedures to include, at a minimum: (1) maintaining on Adopter's premises a secure location in which any and all Highly Confidential Information shall be stored; (2) such secure location shall be accessible only by authorized employees; (3) employees shall sign in and out each time such employees visit such secure location; and (4) when Highly Confidential Information is not in use, such information shall be stored in a locked safe at such secure location.
2.1.2 Adopter may disseminate Highly Confidential Information only to (a) the strictest minimum possible number of regular employees and individuals retained as regular independent contractors subject to confidentiality obligations equivalent to those applicable to regular employees of Adopter: (1) who have an absolute need to know such Highly Confidential Information in order to enable Adopter to implement DTCP2 DTCP in compliance with the DTCP2 Specification; and, (2) who are bound in writing by obligations of confidentiality sufficient to protect the Highly Confidential Information in accordance with the terms of this Agreement; provided that Adopter shall be liable to DTLA for any failure by any such employee or individual to maintain the confidentiality of Confidential Information in accordance with the terms of this Confidentiality Agreement; and, (b) a third party that is providing services to Adopter pursuant to the right under Section 6.2 5.2 of the Agreement to “have made” Licensed Products or Licensed Components, provided that such third party is either a Fellow DTCP2 Adopter or has executed a nondisclosure agreement with DTLA consistent with the provisions hereof that authorizes such third party to receive such Highly Confidential Information.
2.1.3 Adopter shall not make any copies of any Highly Confidential Information, except where (i) copying of Cryptographic Constants which are Highly Confidential Information is necessary for the production process of Licensed Component or Licensed Product, or (ii) Adopter has a secure document access control system which provides security level equivalent to what is required in this section 2.1, in which case Adopter may scan the DTLA Highly Confidential Information into their system. Adopters may also request additional copies of DTCP2 Specification documents which are Highly Confidential Information, and DTLA may in its sole discretion fulfill any such request.
Appears in 3 contracts
Samples: Digital Transmission Protection License Agreement, Digital Transmission Protection License Agreement, Digital Transmission Protection License Agreement
Highly Confidential Information. Adopter Content Participant shall maintain the confidentiality of Highly Confidential Information in the following manner:
2.1.1 Adopter 7.3.1. Content Participant shall employ procedures for safeguarding Highly Confidential Information at least as rigorous as Adopter the Content Participant would employ for its own most highly confidential information, such procedures to include, at a minimum: (1) maintaining on Adopter's Content Participant’s premises a secure location in which any and all Highly Confidential Information shall be stored, where such a location may include electronic storage that is at least as secure with respect to the Highly Confidential Information as the AACS Technology is with respect to the protection of digital content; (2) that any Highly Confidential Information stored in such secure a location shall be accessible only by authorized employeesAuthorized Recipients (as defined below); (3) employees that (x) where Highly Confidential Information is stored in a location that is physically secure, Authorized Recipients visiting such location shall sign in and out each time such employees that they visit such secure location, and (y) where Highly Confidential Information is stored securely in an electronic form, Authorized Recipients having access to such Highly Confidential Information shall sign in and out each time that they have such access; and (4) when Highly Confidential Information is not in use, such information shall be stored in a locked safe at such secure locationlocation or shall be stored electronically in a form that is at least as secure with respect to the Highly Confidential Information as the AACS Technology is with respect to protection of digital content.
2.1.2 Adopter 7.3.2. Content Participant may disseminate Highly Confidential Information only to (a) the strictest minimum possible number number, consistent with the notification requirements below, of regular full-time or part-time employees and individuals retained as regular or individual independent contractors subject to confidentiality obligations equivalent to those applicable to regular (with the exception of short-term employees including by way of Adopterexample and not of limitation employees such as interns, seasonal and temporary employees) of Content Participant: (1) who have an absolute need to know such Highly Confidential Information in order to enable Adopter Content Participant to implement DTCP2 AACS Technology in compliance with the DTCP2 SpecificationSpecifications and Compliance Rules; and, (2) who are bound in writing by obligations of confidentiality sufficient to protect the Highly Confidential Information in accordance with the terms of this Agreement; and (3) who, prior to the disclosure of such Highly Confidential Information, have: (x) been identified in writing by Content Participant to AACS LA, and (y) read and executed the acknowledgment attached as Exhibit C hereto (the original of such executed acknowledgment to be sent to AACS LA) (“Authorized Recipients”). Content Participant shall take reasonable steps to cause Authorized Recipients to abide by their obligations hereunder and shall use the same efforts to enforce the confidentiality obligations of each Authorized Recipient during and after the termination of his/her employment as Content Participant uses to enforce with respect to Content Participant’s own similarly confidential information, provided that Content Participant shall not use less than reasonable efforts in such enforcement. Content Participant shall make reasonable efforts to assist AACS LA in relation to any claim, action, suit, proceeding, or litigation with respect to the access of Content Participant’s former employee to information provided under this Section 7. Notwithstanding any contrary provision, Content Participant shall not disseminate any Highly Confidential Information to more than three (3) Authorized Recipients per product category (e.g., pre-recorded media, recordable media, etc.) (“Key Recipients”) unless Content Participant has notified AACS LA in advance of its intention to increase the number of Key Recipients to an additional increment of up to three (3) such recipients. Content Participant may make such notifications of additional increments of Key Recipients without limit, but in doing so shall abide by the terms of clauses (1), (2), and (3), above. Content Participant may substitute another employee for a Key Recipient only in the event of death, permanent or long term disability or resignation or termination of employment or contract of an existing Key Recipient or reassignment of an existing Key Recipient to a substantially different business unit that is not involved in the development, manufacture, or sale of products (in the product category Key Recipient was theretofore involved in) incorporating AACS Technology. Content Participant shall inform AACS LA in writing prior to the substitution or addition of any Key Recipient. Content Participant may also disclose Highly Confidential Information to an employee of another Fellow Content Participant, or of an Adopter or Content Provider, where such other company is authorized to possess such Highly Confidential Information and where the recipient to whom disclosure is made is a Key Recipient for such other company. Prior to any disclosure pursuant to the preceding sentence, Content Participant must assure itself that such other company is, in fact, authorized to possess the Highly Confidential Information to be disclosed, that the recipient to whom such disclosure is to be made is entitled to possess the Highly Confidential Information to be disclosed, and that the method to be used to disclose Highly Confidential Information is as secure as the methods used by AACS LA to disclose the same information to the Content Participant. Content Participant may rely on a written representation from such other company, attesting that such company is authorized to possess the Highly Confidential Information and that the recipient to whom the disclosure is to be made is entitled to possess the Highly Confidential Information disclosed, provided Content Participant does not know or have reason to know that the other company or the recipient is not authorized to possess the Highly Confidential Information. Content Participant may disclose Highly Confidential Information to third parties pursuant to the have designed and have made rights provided under Sections 2.2 and 2.3, provided that the Content Participant shall be liable to DTLA remain responsible for any failure by any such employee or individual to maintain maintaining the confidentiality of the Highly Confidential Information provided to such third parties and provided that Content Participant has executed a nondisclosure agreement with such third parties sufficient to protect the Highly Confidential Information in accordance with the terms of this Confidentiality Agreement; and, (b) a third party that is providing services to Adopter pursuant to the right under Section 6.2 of the Agreement to “have made” Licensed Products or Licensed Components, provided that such third party is either a Fellow DTCP2 Adopter or has executed a nondisclosure agreement with DTLA consistent with the provisions hereof that authorizes such third party to receive such Highly Confidential Information.
2.1.3 Adopter shall not make any copies of any Highly Confidential Information, except where (i) copying of Cryptographic Constants which are Highly Confidential Information is necessary for the production process of Licensed Component or Licensed Product, or (ii) Adopter has a secure document access control system which provides security level equivalent to what is required in this section 2.1, in which case Adopter may scan the DTLA Highly Confidential Information into their system. Adopters may also request additional copies of DTCP2 Specification documents which are Highly Confidential Information, and DTLA may in its sole discretion fulfill any such request.
Appears in 2 contracts
Samples: Aacs Content Participant Agreement, Aacs Content Participant Agreement
Highly Confidential Information. Adopter shall maintain the confidentiality of Highly Confidential Information in the following manner:
2.1.1 6.3.1 Adopter shall employ procedures for safeguarding Highly Confidential Information at least as rigorous as the Adopter would employ for its own most highly confidential information, such procedures to include, at a minimum: (1) maintaining on the Adopter's ’s premises a secure location in which any and all Highly Confidential Information shall be stored, where such a location may include electronic storage that is at least as secure with respect to the Highly Confidential Information as the AACS Technology is with respect to the protection of digital content; (2) that any Highly Confidential Information stored in such secure a location shall be accessible only by authorized employeesAuthorized Recipients (as defined below); (3) employees that (x) where Highly Confidential Information is stored in a location that is physically secure, Authorized Recipients visiting such location shall sign in and out each time such employees that they visit such secure location; and (y) where Highly Confidential Information is stored securely in an electronic form, Authorized Recipients having access to such Highly Confidential Information shall sign in and out each time that they have such access; and (4) when Highly Confidential Information is not in use, such information shall be stored in a locked safe at such secure locationlocation or shall be stored electronically in a form that is at least as secure with respect to the Highly Confidential Information as the AACS Technology is with respect to protection of digital content.
2.1.2 6.3.2 Adopter may disseminate Highly Confidential Information only to (a) the strictest minimum possible number number, consistent with the notification requirements below of regular full-time or part-time employees and individuals retained as regular or individual independent contractors subject to confidentiality obligations equivalent to those applicable to regular (with the exception of short-term employees including by way of example and not of limitation employees such as interns, seasonal and temporary employees) of Adopter: (1) who have an absolute need to know such Highly Confidential Information in order to enable Adopter to implement DTCP2 the AACS Technology in compliance with the DTCP2 Specification; and, (2) who are bound in writing by obligations of confidentiality sufficient to protect the Highly Confidential Information in accordance with the terms of this Interim Agreement; and (3) who, prior to the disclosure of such Highly Confidential Information, have: (x) been identified in writing by Adopter to AACS LA; and (y) read and execute the acknowledgment attached as Exhibit C hereto (the original of such executed acknowledgment to be sent to AACS LA) (“Authorized Recipients”). Adopter shall take reasonable steps to cause Authorized Recipients to abide by their obligations hereunder and shall use the same efforts to enforce the confidentiality obligations of each Authorized Recipient during and after the termination of his/her employment as Adopter uses to enforce with respect to Adopter’s own similarly confidential information, provided that Adopter shall be liable not use less than reasonable efforts in such enforcement. Adopter shall make reasonable efforts to DTLA for assist AACS LA in relation to any failure by any such employee claim, action, suit, proceeding, or individual to maintain the confidentiality of Confidential Information in accordance litigation with the terms of this Confidentiality Agreement; and, (b) a third party that is providing services to Adopter pursuant respect to the right access of Adopter's former employee to information provided under this Section 6.2 of the Agreement to “have made” Licensed Products or Licensed Components6. Notwithstanding any contrary provision, provided that such third party is either a Fellow DTCP2 Adopter or has executed a nondisclosure agreement with DTLA consistent with the provisions hereof that authorizes such third party to receive such Highly Confidential Information.
2.1.3 Adopter shall not make any copies of disseminate any Highly Confidential Information, except where (i) copying of Cryptographic Constants which are Highly Confidential Information is necessary for the production process of Licensed Component or Licensed Product, or (ii) Adopter has a secure document access control system which provides security level equivalent to what is required in this section 2.1, in which case Adopter may scan the DTLA Highly Confidential Information into their system. Adopters may also request additional copies of DTCP2 Specification documents which are Highly Confidential Information, and DTLA may in its sole discretion fulfill any such request.more than three
Appears in 2 contracts
Samples: Aacs Interim Adopter Agreement, Interim Content Provider Agreement
Highly Confidential Information. Adopter shall maintain the confidentiality of Highly Confidential Information in the following manner:: For review only - Not valid for execution
2.1.1 1.2.1 Adopter shall employ procedures for safeguarding Highly Confidential Information at least as rigorous as Adopter would employ for its own most highly confidential information, such procedures to include, at a minimum: (1a) maintaining on Adopter's ’s premises a secure location in which any and all Highly Confidential Information shall be stored, where such storage may include electronic storage in accordance with this Section 1.2.1; (2b) such secure location shall be accessible only by authorized employeesAuthorized Employees (defined below); (3c) in the case of a location that is physically secure, employees shall sign in and out each time such employees visit such secure location, and in the case of secure electronic storage, a record shall be maintained for each time such employees have access to such information; and (4d) when Highly Confidential Information is not in use, such information shall be stored in a locked safe at such secure locationlocation or shall be stored electronically in accordance with this Section 1.2.
2.1.2 1. In the event that Adopter stores the Highly Confidential Information in electronic storage, Adopter shall ensure that (i) any such electronically stored Highly Confidential Information stored on a computer hard drive is password protected; (ii) the electronically stored Highly Confidential Information is encrypted; and (iii) Adopter maintains a directory of any decrypted Highly Confidential Information and promptly deletes such decrypted data when it is not in use.
1.2.2 Adopter may disseminate Highly Confidential Information only to (a) the strictest minimum possible number of regular employees and individuals retained as regular independent contractors subject to confidentiality obligations equivalent to those applicable to regular employees of Adopter: Adopter who (1a) who have an absolute need to know such Highly Confidential Information in order to enable Adopter to implement DTCP2 HDCP in compliance with the DTCP2 HDCP Specification; and, (2) who are bound in writing by obligations of confidentiality sufficient to protect the Highly Confidential Information in accordance with the terms of this Agreement; provided that Adopter shall be liable to DTLA for any failure by any such employee or individual to maintain the confidentiality of Confidential Information in accordance with the terms of this Confidentiality Agreement; and, (b) a third party that is providing services to Adopter pursuant to the right under Section 6.2 of the Agreement to “have made” Licensed Products or Licensed Components, provided that such third party is either a Fellow DTCP2 Adopter or has executed a nondisclosure agreement with DTLA consistent with the provisions hereof that authorizes such third party to receive such Highly Confidential Information.
2.1.3 Adopter shall not make any copies of any Highly Confidential Information, except where (i) copying of Cryptographic Constants which are Highly Confidential Information is necessary for the production process of Licensed Component or Licensed Product, or (ii) Adopter has a secure document access control system which provides security level equivalent to what is required in this section 2.1, in which case Adopter may scan the DTLA Highly Confidential Information into their system. Adopters may also request additional copies of DTCP2 Specification documents which are Highly Confidential Information, Compliance Rules and DTLA may in its sole discretion fulfill any such request.Robustness Rules;
Appears in 2 contracts
Samples: HDCP License Agreement, HDCP License Agreement
Highly Confidential Information. Adopter shall maintain the confidentiality of Highly Confidential Information in the following manner:
2.1.1 1.2.1 Adopter shall employ procedures for safeguarding Highly Confidential Information at least as rigorous as Adopter would employ for its own most highly confidential information, such procedures to include, at a minimum: (1a) maintaining on Adopter's ’s premises a secure location in which any and all Highly Confidential Information shall be stored, where such storage may include electronic storage in accordance with this Section 1.2.1; (2b) such secure location shall be accessible only by authorized employeesAuthorized Employees (defined below); (3c) in the case of a location that is physically secure, employees shall sign in and out each time such employees visit such secure location, and in the case of secure electronic storage, a record shall be maintained for each time such employees have access to such information; and (4d) when Highly Confidential Information is not in use, such information shall be stored in a locked safe at such secure locationlocation or shall be stored electronically in accordance with this Section 1.2.
2.1.2 1. In the event that Adopter stores the Highly Confidential Information in electronic storage, Adopter shall ensure that (i) any such electronically stored Highly Confidential Information stored on a computer hard drive is password protected; (ii) the electronically stored Highly Confidential Information is encrypted; and (iii) Adopter maintains a directory of any decrypted Highly Confidential Information and promptly deletes such decrypted data when it is not in use.
1.2.2 Adopter may disseminate Highly Confidential Information only to (a) the strictest minimum possible number of regular employees and individuals retained as regular independent contractors subject to confidentiality obligations equivalent to those applicable to regular employees of Adopter: Adopter who
(1a) who have an absolute need to know such Highly Confidential Information in order to enable Adopter to implement DTCP2 HDCP in compliance with the DTCP2 HDCP Specification, Compliance Rules and Robustness Rules; and, (2b) who are bound in writing by obligations of confidentiality sufficient to protect the Highly Confidential Information in accordance with the terms of this Agreement; provided that Adopter shall be liable Agreement and (c) have been identified in writing to DTLA for any failure by any such employee or individual Licensor prior to maintain the confidentiality of Confidential Information in accordance with the terms of this Confidentiality Agreement; and, (b) a third party that is providing services receiving access to Adopter pursuant to the right under Section 6.2 of the Agreement to “have made” Licensed Products or Licensed Components, provided that such third party is either a Fellow DTCP2 Adopter or has executed a nondisclosure agreement with DTLA consistent with the provisions hereof that authorizes such third party to receive such Highly Confidential Information.Information (each such employee, an “Authorized Employee”). Adopter shall make all reasonable efforts to assist Licensor in relation to any claim, action, suit, proceeding, or litigation with respect to any improper or unauthorized acts of any of its former employees.
2.1.3 1.2.3 Adopter shall not make any copies of any Highly Confidential Information, except where (i) copying of Cryptographic Constants which are Highly Confidential Information is necessary for the production process of Licensed Component or Licensed Product, or (ii) Adopter has a secure document access control system which provides security level equivalent to what is required in unless expressly authorized under this section 2.1, in which case Adopter may scan the DTLA Highly Confidential Information into their system. Adopters may also request additional copies of DTCP2 Specification documents which are Highly Confidential Information, and DTLA may in its sole discretion fulfill any such requestAgreement.
Appears in 1 contract
Samples: HDCP License Agreement
Highly Confidential Information. Adopter shall maintain the confidentiality of Highly Confidential Information in the following manner:: For review only - Not for execution
2.1.1 6.3.1. Adopter shall employ procedures for safeguarding Highly Confidential Information at least as rigorous as Adopter would employ for its own most highly confidential information, such procedures to include, at a minimum: (1) maintaining on Adopter's ’s premises a secure location in which any and all Highly Confidential Information shall be stored, where such a location may include electronic storage that is at least as secure with respect to the Highly Confidential Information as the AACS Technology is with respect to the protection of digital content; (2) that any Highly Confidential Information stored in such secure a location shall be accessible only by authorized employeesAuthorized Recipients (as defined below); (3) employees that (x) where Highly Confidential Information is stored in a location that is physically secure, Authorized Recipients visiting such location shall sign in and out each time such employees that they visit such secure location; and (y) where Highly Confidential Information is stored securely in an electronic form, Authorized Recipients having access to such Highly Confidential Information shall sign in and out each time that they have such access; and (4) when Highly Confidential Information is not in use, such information shall be stored in a locked safe at such secure locationlocation or shall be stored electronically in a form that is at least as secure with respect to the Highly Confidential Information as the AACS Technology is with respect to protection of digital content.
2.1.2 6.3.2. Adopter may disseminate Highly Confidential Information only to (a) the strictest minimum possible number number, consistent with the notification requirements below, of regular full time or part-time employees and individuals retained as regular or individual independent contractors subject to confidentiality obligations equivalent to those applicable to regular (with the exception of short-term employees including by way of example and not of limitation employees such as interns, seasonal and temporary employees) of Adopter: (1) who have an absolute need to know such Highly Confidential Information in order to enable Adopter to implement DTCP2 AACS Technology in compliance with the DTCP2 SpecificationSpecifications and Compliance Rules; and, (2) who are bound in writing by obligations of confidentiality sufficient to protect the Highly Confidential Information in accordance with the terms of this Agreement; and (3) who, prior to the disclosure of such Highly Confidential Information, have: (x) been identified in writing by Adopter to AACS LA; and (y) read and executed the acknowledgment attached as Exhibit C hereto (the original of such executed acknowledgment to be sent to AACS LA) (“Authorized Recipients”). Adopter shall take reasonable steps to cause Authorized Recipients to abide by their obligations hereunder and shall use the same efforts to enforce the confidentiality obligations of each Authorized Recipient during and after the termination of his/her employment as Adopter uses to enforce with respect to Xxxxxxx’s own similarly confidential information, provided that Adopter shall be liable not use less than reasonable efforts in such enforcement. Adopter shall make reasonable efforts to DTLA for assist AACS LA in relation to any failure by any such employee claim, action, suit, proceeding, or individual to maintain the confidentiality of Confidential Information in accordance litigation with the terms of this Confidentiality Agreement; and, (b) a third party that is providing services to Adopter pursuant respect to the right access of Adopter’s former employee to information provided under this Section 6.2 of the Agreement to “have made” Licensed Products or Licensed Components6. Notwithstanding any contrary provision, provided that such third party is either a Fellow DTCP2 Adopter or has executed a nondisclosure agreement with DTLA consistent with the provisions hereof that authorizes such third party to receive such Highly Confidential Information.
2.1.3 Adopter shall not make any copies of disseminate any Highly Confidential InformationInformation to more than three (3) Authorized Recipients per product category (e.g., except where pre- recorded media, recordable media, etc.) (i“Key Recipients”) copying of Cryptographic Constants which are Highly Confidential Information is necessary for the production process of Licensed Component or Licensed Product, or (ii) unless Adopter has a secure document access control system which provides security level equivalent notified AACS LA in advance of its intention to what is required in this section 2.1, in which case Adopter may scan increase the DTLA Highly Confidential Information into their system. Adopters may also request number of Key Recipients to an additional copies increment of DTCP2 Specification documents which are Highly Confidential Information, and DTLA may in its sole discretion fulfill any such request.up to three For review only - Not for execution
Appears in 1 contract
Samples: Aacs Adopter Agreement
Highly Confidential Information. Adopter shall maintain the confidentiality of Highly Confidential Information in the following manner:
2.1.1 6.3.1. Adopter shall employ procedures for safeguarding Highly Confidential Information at least as rigorous as Adopter would employ for its own most highly confidential information, such procedures to include, at a minimum: (1) maintaining on Adopter's ’s premises a secure location in which any and all Highly Confidential Information shall be stored, where such a location may include electronic storage that is at least as secure with respect to the Highly Confidential Information as the AACS Technology is with respect to the protection of digital content; (2) that any Highly Confidential Information stored in such secure a location shall be accessible only by authorized employeesAuthorized Recipients (as defined below); (3) employees that (x) where Highly Confidential Information is stored in a location that is physically secure, Authorized Recipients visiting such location shall sign in and out each time such employees that they visit such secure location; and (y) where Highly Confidential Information is stored securely in an electronic form, Authorized Recipients having access to such Highly Confidential Information shall sign in and out each time that they have such access; and (4) when Highly Confidential Information is not in use, such information shall be stored in a locked safe at such secure locationlocation or shall be stored electronically in a form that is at least as secure with respect to the Highly Confidential Information as the AACS Technology is with respect to protection of digital content.
2.1.2 6.3.2. Adopter may disseminate Highly Confidential Information only to (a) the strictest minimum possible number number, consistent with the notification requirements below, of regular full time or part-time employees and individuals retained as regular or individual independent contractors subject to confidentiality obligations equivalent to those applicable to regular (with the exception of short-term employees including by way of example and not of limitation employees such as interns, seasonal and temporary employees) of Adopter: (1) who have an absolute need to know such Highly Confidential Information in order to enable Adopter to implement DTCP2 AACS Technology in compliance with the DTCP2 SpecificationSpecifications and Compliance Rules; and, (2) who are bound in writing by obligations of confidentiality sufficient to protect the Highly Confidential Information in accordance with the terms of this Agreement; and (3) who, prior to the disclosure of such Highly Confidential Information, have: (x) been identified in writing by Adopter to AACS LA; and (y) read and executed the acknowledgment attached as Exhibit C hereto (the original of such executed acknowledgment to be sent to AACS LA) (“Authorized Recipients”). Adopter shall take reasonable steps to cause Authorized Recipients to abide by their obligations hereunder and shall use the same efforts to enforce the confidentiality obligations of each Authorized Recipient during and after the termination of his/her employment as Adopter uses to enforce with respect to Adopter’s own similarly confidential information, provided that Adopter shall not use less than reasonable efforts in such enforcement. Adopter shall make reasonable efforts to assist AACS LA in relation to any claim, action, suit, proceeding, or litigation with respect to the access of Adopter’s former employee to information provided under this Section 6. Notwithstanding any contrary provision, Adopter shall not disseminate any Highly Confidential Information to more than three (3) Authorized Recipients per product category (e.g., pre- recorded media, recordable media, etc.) (“Key Recipients”) unless Adopter has notified AACS LA in advance of its intention to increase the number of Key Recipients to an additional increment of up to three (3) such recipients. Adopter may make such notifications of additional increments of Key Recipients without limit, but in doing so shall abide by the terms of clauses (1), (2), and (3), above. Adopter may substitute another employee for a Key Recipient only in the event of death, permanent or long term disability or resignation or termination of employment or contract of an existing Key Recipient or reassignment of an existing Key Recipient to a substantially different business unit that is not involved in the development, manufacture, or sale of products (in the product category Key Recipient was theretofore involved in) incorporating AACS Technology. Adopter shall inform AACS LA in writing prior to the substitution or addition of any Key Recipient. Adopter may also disclose Highly Confidential Information to an employee of another Fellow Adopter, or of a Content Participant or Content Provider, where such other company is authorized to possess such Highly Confidential Information and where the recipient to whom disclosure is made is a Key Recipient for such other company. Prior to any disclosure pursuant to the preceding sentence, Adopter must assure itself that such other company is, in fact, authorized to possess the Highly Confidential Information to be liable disclosed, that the recipient to DTLA whom such disclosure is to be made is entitled to possess the Highly Confidential Information to be disclosed, and that the method to be used to disclose Highly Confidential Information is as secure as the methods used by AACS LA to disclose the same information to Adopter. Adopter may rely on a written representation from such other company, attesting that such company is authorized to possess the Highly Confidential Information and that the recipient to whom the disclosure is to be made is entitled to possess the Highly Confidential Information disclosed, provided Adopter does not know or have reason to know that the other company or the recipient is not authorized to possess the Highly Confidential Information. Adopter may disclose Highly Confidential Information to third parties pursuant to the have designed and have made rights provided under Sections 2.2 and 2.3, provided that Adopter shall remain responsible for any failure by any such employee or individual to maintain maintaining the confidentiality of the Highly Confidential Information provided to such third parties and provided that Adopter has executed a nondisclosure agreement with such third parties sufficient to protect the Highly Confidential Information in accordance with the terms of this Confidentiality Agreement; and, (b) a third party that is providing services to Adopter pursuant to the right under Section 6.2 of the Agreement to “have made” Licensed Products or Licensed Components, provided that such third party is either a Fellow DTCP2 Adopter or has executed a nondisclosure agreement with DTLA consistent with the provisions hereof that authorizes such third party to receive such Highly Confidential Information.
2.1.3 Adopter shall not make any copies of any Highly Confidential Information, except where (i) copying of Cryptographic Constants which are Highly Confidential Information is necessary for the production process of Licensed Component or Licensed Product, or (ii) Adopter has a secure document access control system which provides security level equivalent to what is required in this section 2.1, in which case Adopter may scan the DTLA Highly Confidential Information into their system. Adopters may also request additional copies of DTCP2 Specification documents which are Highly Confidential Information, and DTLA may in its sole discretion fulfill any such request.
Appears in 1 contract
Samples: Aacs Adopter Agreement
Highly Confidential Information. Adopter shall maintain the confidentiality of Highly Confidential Information in the following manner:
2.1.1 6.3.1. Adopter shall employ procedures for safeguarding Highly Confidential Information at least as rigorous as Adopter would employ for its own most highly confidential information, such procedures to include, at a minimum: (1) maintaining on Adopter's ’s premises a secure location in which any and all Highly Confidential Information shall be stored, where such a location may include electronic storage that is at least as secure with respect to the Highly Confidential Information as the AACS Technology is with respect to the protection of digital content; (2) that any Highly Confidential Information stored in such secure a location shall be accessible only by authorized employeesAuthorized Recipients (as defined below); (3) employees that (x) where Highly Confidential Information is stored in a location that is physically secure, Authorized Recipients visiting such location shall sign in and out each time such employees that they visit such secure location; and (y) where Highly Confidential Information is stored securely in an electronic form, Authorized Recipients having access to such Highly Confidential Information shall sign in and out each time that they have such access; and (4) when Highly Confidential Information is not in use, such information shall be stored in a locked safe at such secure location.location or shall be stored electronically in a form that is at least as secure with respect to the Highly Confidential Information as the AACS Technology is with respect to protection of digital content. For review only - Not for execution
2.1.2 6.3.2. Adopter may disseminate Highly Confidential Information only to (a) the strictest minimum possible number number, consistent with the notification requirements below, of regular full time or part-time employees and individuals retained as regular or individual independent contractors subject to confidentiality obligations equivalent to those applicable to regular (with the exception of short-term employees including by way of example and not of limitation employees such as interns, seasonal and temporary employees) of Adopter: (1) who have an absolute need to know such Highly Confidential Information in order to enable Adopter to implement DTCP2 AACS Technology in compliance with the DTCP2 SpecificationSpecifications and Compliance Rules; and, (2) who are bound in writing by obligations of confidentiality sufficient to protect the Highly Confidential Information in accordance with the terms of this Agreement; and (3) who, prior to the disclosure of such Highly Confidential Information, have: (x) been identified in writing by Adopter to AACS LA; and (y) read and executed the acknowledgment attached as Exhibit C hereto (the original of such executed acknowledgment to be sent to AACS LA) (“Authorized Recipients”). Adopter shall take reasonable steps to cause Authorized Recipients to abide by their obligations hereunder and shall use the same efforts to enforce the confidentiality obligations of each Authorized Recipient during and after the termination of his/her employment as Adopter uses to enforce with respect to Adopter’s own similarly confidential information, provided that Adopter shall not use less than reasonable efforts in such enforcement. Adopter shall make reasonable efforts to assist AACS LA in relation to any claim, action, suit, proceeding, or litigation with respect to the access of Adopter’s former employee to information provided under this Section 6. Notwithstanding any contrary provision, Adopter shall not disseminate any Highly Confidential Information to more than three (3) Authorized Recipients per product category (e.g., pre- recorded media, recordable media, etc.) (“Key Recipients”) unless Adopter has notified AACS LA in advance of its intention to increase the number of Key Recipients to an additional increment of up to three (3) such recipients. Adopter may make such notifications of additional increments of Key Recipients without limit, but in doing so shall abide by the terms of clauses (1), (2), and (3), above. Adopter may substitute another employee for a Key Recipient only in the event of death, permanent or long term disability or resignation or termination of employment or contract of an existing Key Recipient or reassignment of an existing Key Recipient to a substantially different business unit that is not involved in the development, manufacture, or sale of products (in the product category Key Recipient was theretofore involved in) incorporating AACS Technology. Adopter shall inform AACS LA in writing prior to the substitution or addition of any Key Recipient. Adopter may also disclose Highly Confidential For review only - Not for execution Information to an employee of another Fellow Adopter, or of a Content Participant or Content Provider, where such other company is authorized to possess such Highly Confidential Information and where the recipient to whom disclosure is made is a Key Recipient for such other company. Prior to any disclosure pursuant to the preceding sentence, Adopter must assure itself that such other company is, in fact, authorized to possess the Highly Confidential Information to be liable disclosed, that the recipient to DTLA whom such disclosure is to be made is entitled to possess the Highly Confidential Information to be disclosed, and that the method to be used to disclose Highly Confidential Information is as secure as the methods used by AACS LA to disclose the same information to Adopter. Adopter may rely on a written representation from such other company, attesting that such company is authorized to possess the Highly Confidential Information and that the recipient to whom the disclosure is to be made is entitled to possess the Highly Confidential Information disclosed, provided Adopter does not know or have reason to know that the other company or the recipient is not authorized to possess the Highly Confidential Information. Adopter may disclose Highly Confidential Information to third parties pursuant to the have designed and have made rights provided under Sections 2.2 and 2.3, provided that Adopter shall remain responsible for any failure by any such employee or individual to maintain maintaining the confidentiality of the Highly Confidential Information provided to such third parties and provided that Adopter has executed a nondisclosure agreement with such third parties sufficient to protect the Highly Confidential Information in accordance with the terms of this Confidentiality Agreement; and, (b) a third party that is providing services to Adopter pursuant to the right under Section 6.2 of the Agreement to “have made” Licensed Products or Licensed Components, provided that such third party is either a Fellow DTCP2 Adopter or has executed a nondisclosure agreement with DTLA consistent with the provisions hereof that authorizes such third party to receive such Highly Confidential Information.
2.1.3 Adopter shall not make any copies of any Highly Confidential Information, except where (i) copying of Cryptographic Constants which are Highly Confidential Information is necessary for the production process of Licensed Component or Licensed Product, or (ii) Adopter has a secure document access control system which provides security level equivalent to what is required in this section 2.1, in which case Adopter may scan the DTLA Highly Confidential Information into their system. Adopters may also request additional copies of DTCP2 Specification documents which are Highly Confidential Information, and DTLA may in its sole discretion fulfill any such request.
Appears in 1 contract
Samples: Aacs Adopter Agreement
Highly Confidential Information. Adopter Content Provider shall maintain the confidentiality of Highly Confidential Information in the following manner:
2.1.1 Adopter 7.3.1. Content Provider shall employ procedures for safeguarding Highly Confidential Information at least as rigorous as Adopter the Content Provider would employ for its own most highly confidential information, such procedures to include, at a minimum: (1) maintaining on Adopter's Content Provider’s premises a secure location in which any and all Highly Confidential Information shall be stored, where such a location may include electronic storage that is at least as secure with respect to the Highly Confidential Information as the AACS Technology is with respect to the protection of digital content; (2) that any Highly Confidential Information stored in such secure a location shall be accessible only by authorized employeesAuthorized Recipients (as defined below); (3) employees that (x) where Highly Confidential Information is stored in a location that is physically secure, Authorized Recipients visiting such location shall sign in and out each time such employees that they visit such secure location, and (y) where Highly Confidential Information is stored securely in an electronic form, Authorized Recipients having access to such Highly Confidential Information shall sign in and out each time that they have such access; and (4) when Highly Confidential Information is not in use, such information shall be stored in a locked safe at such secure locationlocation or shall be stored electronically in a form that is at least as secure with respect to the Highly Confidential Information as the AACS Technology is with respect to protection of digital content.
2.1.2 Adopter 7.3.2. Content Provider may disseminate Highly Confidential Information only to (a) the strictest minimum possible number number, consistent with the notification requirements below, of regular full-time or part-time employees and individuals retained as regular or individual independent contractors subject to confidentiality obligations equivalent to those applicable to regular (with the exception of short-term employees including by way of Adopterexample and not of limitation employees such as interns, seasonal and temporary employees) of Content Provider: (1) who have an absolute need to know such Highly Confidential Information in order to enable Adopter Content Provider to implement DTCP2 AACS Technology in compliance with the DTCP2 SpecificationSpecifications and Compliance Rules; and, (2) who are bound in writing by obligations of confidentiality sufficient to protect the Highly Confidential Information in accordance with the terms of this Agreement; and (3) who, prior to the disclosure of such Highly Confidential Information, have: (x) been identified in writing by Content Provider to AACS LA, and (y) read and executed the acknowledgment attached as Exhibit C hereto (the original of such executed acknowledgment to be sent to AACS LA) (“Authorized Recipients”). Content Provider shall take reasonable steps to cause Authorized Recipients to abide by their obligations hereunder and shall use the same efforts to enforce the confidentiality obligations of each Authorized Recipient during and after the termination of his/her employment as Content Provider uses to enforce with respect to Content Provider’s own similarly confidential information, provided that Content Provider shall not use less than reasonable efforts in such enforcement. Content Provider shall make reasonable efforts to assist AACS LA in relation to any claim, action, suit, proceeding, or litigation with respect to the access of Content Provider’s former employee to information provided under this Section 7. Notwithstanding any contrary provision, Content Provider shall not disseminate any Highly Confidential Information to more than three (3) Authorized Recipients per product category (e.g., pre-recorded media, recordable media, etc.) (“Key Recipients”) unless Content Provider has notified AACS LA in advance of its intention to increase the number of Key Recipients to an additional increment of up to three (3) such recipients. Content Provider may make such notifications of additional increments of Key Recipients without limit, but in doing so shall abide by the terms of clauses (1), (2), and (3), above. Content Provider may substitute another employee for a Key Recipient only in the event of death, permanent or long term disability or resignation or termination of employment or contract of an existing Key Recipient or reassignment of an existing Key Recipient to a substantially different business unit that is not involved in the development, manufacture, or sale of products (in the product category Key Recipient was theretofore involved in) incorporating AACS Technology. Content Provider shall inform AACS LA in writing prior to the substitution or addition of any Key Recipient. Content Provider may also disclose Highly Confidential Information to an employee of another Fellow Content Provider, or of an Adopter or Content Participant, where such other company is authorized to possess such Highly Confidential Information and where the recipient to whom disclosure is made is a Key Recipient for such other company. Prior to any disclosure pursuant to the preceding sentence, Content Provider must assure itself that such other company is, in fact, authorized to possess the Highly Confidential Information to be disclosed, that the recipient to whom such disclosure is to be made is entitled to possess the Highly Confidential Information to be disclosed, and that the method to be used to disclose Highly Confidential Information is as secure as the methods used by AACS LA to disclose the same information to the Content Provider. Content Provider may rely on a written representation from such other company, attesting that such company is authorized to possess the Highly Confidential Information and that the recipient to whom the disclosure is to be made is entitled to possess the Highly Confidential Information disclosed, provided Content Provider does not know or have reason to know that the other company or the recipient is not authorized to possess the Highly Confidential Information. Content Provider may disclose Highly Confidential Information to third parties pursuant to the have designed and have made rights provided under Sections 2.2 and 2.3, provided that the Content Provider shall be liable to DTLA remain responsible for any failure by any such employee or individual to maintain maintaining the confidentiality of the Highly Confidential Information provided to such third parties and provided that Content Provider has executed a nondisclosure agreement with such third parties sufficient to protect the Highly Confidential Information in accordance with the terms of this Confidentiality Agreement; and, (b) a third party that is providing services to Adopter pursuant to the right under Section 6.2 of the Agreement to “have made” Licensed Products or Licensed Components, provided that such third party is either a Fellow DTCP2 Adopter or has executed a nondisclosure agreement with DTLA consistent with the provisions hereof that authorizes such third party to receive such Highly Confidential Information.
2.1.3 Adopter shall not make any copies of any Highly Confidential Information, except where (i) copying of Cryptographic Constants which are Highly Confidential Information is necessary for the production process of Licensed Component or Licensed Product, or (ii) Adopter has a secure document access control system which provides security level equivalent to what is required in this section 2.1, in which case Adopter may scan the DTLA Highly Confidential Information into their system. Adopters may also request additional copies of DTCP2 Specification documents which are Highly Confidential Information, and DTLA may in its sole discretion fulfill any such request.
Appears in 1 contract
Samples: Aacs Content Provider Agreement
Highly Confidential Information. Adopter Content Provider shall maintain the confidentiality of Highly Confidential Information in the following manner:
2.1.1 Adopter 7.3.1. Content Provider shall employ procedures for safeguarding Highly Confidential Information at least as rigorous as Adopter the Content Provider would employ for its own most highly confidential information, such procedures to include, at a minimum: (1) maintaining on Adopter's Content Provider’s premises a secure location in which any and all Highly Confidential Information shall be stored, where such a location may include electronic storage that is at least as secure with respect to the Highly Confidential Information as the AACS Technology is with respect to the protection of digital content; (2) that any Highly Confidential Information stored in such secure a location shall be accessible only by authorized employeesAuthorized Recipients (as defined below); (3) employees that (x) where Highly Confidential Information is stored in a location that is physically secure, Authorized Recipients visiting such location shall sign in and out each time such employees that they visit such secure location, and (y) where Highly Confidential Information is stored securely in an electronic form, Authorized Recipients having access to such Highly Confidential Information shall sign in and out each time that they have such access; and (4) when Highly Confidential Information is not in use, such information shall be stored in a locked safe at such secure location.location or shall be stored electronically in a form that is at least as secure with respect to the Highly Confidential Information as the AACS Technology is with respect to protection of digital content. For review only - Not for execution
2.1.2 Adopter 7.3.2. Content Provider may disseminate Highly Confidential Information only to (a) the strictest minimum possible number number, consistent with the notification requirements below, of regular full-time or part-time employees and individuals retained as regular or individual independent contractors subject to confidentiality obligations equivalent to those applicable to regular (with the exception of short-term employees including by way of Adopterexample and not of limitation employees such as interns, seasonal and temporary employees) of Content Provider: (1) who have an absolute need to know such Highly Confidential Information in order to enable Adopter Content Provider to implement DTCP2 AACS Technology in compliance with the DTCP2 SpecificationSpecifications and Compliance Rules; and, (2) who are bound in writing by obligations of confidentiality sufficient to protect the Highly Confidential Information in accordance with the terms of this Agreement; and (3) who, prior to the disclosure of such Highly Confidential Information, have: (x) been identified in writing by Content Provider to AACS LA, and (y) read and executed the acknowledgment attached as Exhibit C hereto (the original of such executed acknowledgment to be sent to AACS LA) (“Authorized Recipients”). Content Provider shall take reasonable steps to cause Authorized Recipients to abide by their obligations hereunder and shall use the same efforts to enforce the confidentiality obligations of each Authorized Recipient during and after the termination of his/her employment as Content Provider uses to enforce with respect to Content Provider’s own similarly confidential information, provided that Content Provider shall not use less than reasonable efforts in such enforcement. Content Provider shall make reasonable efforts to assist AACS LA in relation to any claim, action, suit, proceeding, or litigation with respect to the access of Content Provider’s former employee to information provided under this Section 7. Notwithstanding any contrary provision, Content Provider shall not disseminate any Highly Confidential Information to more than three (3) Authorized Recipients per product category (e.g., pre-recorded media, recordable media, etc.) (“Key Recipients”) unless Content Provider has notified AACS LA in advance of its intention to increase the number of Key Recipients to an additional increment of up to three (3) such recipients. Content Provider may make such notifications of additional increments of Key Recipients without limit, but in doing so shall abide by the terms of clauses (1), (2), and (3), above. Content Provider may substitute another employee for a Key Recipient only in the event of death, permanent or long term disability or resignation or termination of employment or contract of an existing Key Recipient or reassignment of an existing Key Recipient to a substantially different business unit that is not involved in the development, manufacture, or sale of products (in the product category Key Recipient was theretofore involved in) incorporating AACS Technology. Content Provider shall inform AACS LA in writing prior to the substitution or addition of any Key Recipient. Content Provider may also disclose Highly Confidential Information to an employee of another Fellow Content Provider, or of an Adopter or Content For review only - Participant, where such other company is authorized to possess such Highly Confidential Information and where the recipient to whom disclosure is made is a Key Recipient for such other company. Prior to any disclosure pursuant to the preceding sentence, Content Provider must assure itself that such other company is, in fact, authorized to possess the Highly Confidential Information to be disclosed, that the recipient to whom such disclosure is to be made is entitled to possess the Highly Confidential Information to be disclosed, and that the method to be used to disclose Highly Confidential Information is as secure as the methods used by AACS LA to disclose the same information to the Content Provider. Content Provider may rely on a written representation from such other company, attesting that such company is authorized to possess the Highly Confidential Information and that the recipient to whom the disclosure is to be made is entitled to possess the Highly Confidential Information disclosed, provided Content Provider does not know or have reason to know that the other company or the recipient is not authorized to possess the Highly Confidential Information. Content Provider may disclose Highly Confidential Information to third parties pursuant to the have designed and have made rights provided under Sections 2.2 and 2.3, provided that the Content Provider shall be liable to DTLA remain responsible for any failure by any such employee or individual to maintain maintaining the confidentiality of the Highly Confidential Information provided to such third parties and provided that Content Provider has executed a nondisclosure agreement with such third parties sufficient to protect the Highly Confidential Information in accordance with the terms of this Confidentiality Agreement; and, (b) a third party that is providing services to Adopter pursuant to the right under Section 6.2 of the Agreement to “have made” Licensed Products or Licensed Components, provided that such third party is either a Fellow DTCP2 Adopter or has executed a nondisclosure agreement with DTLA consistent with the provisions hereof that authorizes such third party to receive such Highly Confidential Information.
2.1.3 Adopter shall not make any copies of any Highly Confidential Information, except where (i) copying of Cryptographic Constants which are Highly Confidential Information is necessary . Not for the production process of Licensed Component or Licensed Product, or (ii) Adopter has a secure document access control system which provides security level equivalent to what is required in this section 2.1, in which case Adopter may scan the DTLA Highly Confidential Information into their system. Adopters may also request additional copies of DTCP2 Specification documents which are Highly Confidential Information, and DTLA may in its sole discretion fulfill any such request.execution
Appears in 1 contract
Samples: Aacs Content Provider Agreement