Common use of Material Changes in Protection or Rights Clause in Contracts

Material Changes in Protection or Rights. CI Plus TA may make changes to the Operative Protection Agreements or the Form Adopter Agreement, or issue, execute or amend such other documents or sections of documents with respect to CI PLUS as are described in Section 3.7(a), only in accordance with the following provisions: (a) CI Plus TA shall provide reasonable advance written notice to Content Distributor and to all members of the Content Distributor User Group of, and identify with specificity, (1) any proposed change, addition or supplement to Section 1.0 (Definitions), 2.0 (Grant of Licenses), 3.0 (Delivery of production technology and test technology), 6.0 (Changes), 9.0 (Confidentiality), 10.0 (Term and termination), 13.0 (Third party beneficiary right), 14.0 (Limitation of liability), 15.0 (Denial of service), 16.5 (Equitable relief), 16.6 (Damages measure and limitations), Exhibit B (Robustness Rules), Exhibit C (Compliance Rules for Host Device), Exhibit D (Compliance Rules for CICAM Device), Exhibit H (Confidentiality Agreement), and Exhibit D (Revocation Procedure) of any Effective Adopter Agreement, of the Form Adopter Agreement or of any copy of the Form Adopter Agreement entered into by an Licensee after the date of this Agreement; (2) any change to any other Operative Protection Agreements (other than the Specification) that would affect the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS; (32) the proposed issuance, execution or amendment by CI Plus TA of any other document that would affect the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS; and (43) any change to the Specification affecting Controlled Content. For purposes of this Agreement, each of the items as to which Content Distributor is to receive advance written notice as described in clauses (1) to (4), hereof, inclusive, is a “CI Plus Proposed Action.” Except as otherwise expressly provided in this Section 3.7, for so long as Content Distributor is an Eligible Content Distributor, it shall have the right, either on its own or with one or more Fellow Content Distributors that are each an Eligible Content Distributor under its CI Plus Content Distributor Agreement, to file a written objection to any CI Plus Proposed Action that it believes would have a material and adverse effect on the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS. Any such objection shall set forth with specificity the alleged material and adverse effects on the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS, and shall be delivered to CI Plus TA no later than fifteen (15) business days after the date of service of notice by CI Plus TA pursuant to Section 3.7(a) at the address specified in Section 12.7 of this Agreement.

Material Changes in Protection or Rights. CI Plus TA may make changes to the Operative Protection Agreements or the Form Adopter Agreement, or issue, execute or amend such other documents or sections of documents with respect to CI PLUS as are described in Section 3.7(a), only in accordance with the following provisions: (a) CI Plus TA shall provide reasonable advance written notice to Content Distributor and to all members of the Content Distributor User Group of, and identify with specificity, (1) any proposed change, addition or supplement to Section 1.0 (Definitions), 2.0 (Grant of Licenses), 3.0 (Delivery of production technology and test technology), 6.0 (Changes), 9.0 (Confidentiality), 10.0 (Term and termination), 13.0 (Third party beneficiary right), 14.0 (Limitation of liability), 15.0 (Denial of service), 16.5 (Equitable relief), 16.6 (Damages measure and limitations), Exhibit B (Robustness Rules), Exhibit C (Compliance Rules for Host Device), Exhibit D (Compliance Rules for CICAM Device), Exhibit H (Confidentiality Agreement), and Exhibit D (Revocation Procedure) of any Effective Adopter Agreement, of the Form Adopter Agreement or of any copy of the Form Adopter Agreement entered into by an Licensee after the date of this Agreement; (2) any change to any other Operative Protection Agreements (other than the Specification) that would affect the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS; (32) the proposed issuance, execution or amendment by CI Plus TA of any other document that would affect the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS; and (43) any change to the Specification affecting Controlled Content. For purposes of this Agreement, each of the items as to which Content Distributor is to receive advance written notice as described in clauses (1) to (434), hereof, inclusive, is a “CI Plus Proposed Action.” Except as otherwise expressly provided in this Section 3.7, for so long as Content Distributor is an Eligible Content Distributor, it shall have the right, either on its own or with one or more Fellow Content Distributors that are each an Eligible Content Distributor under its CI Plus Content Distributor Agreement, to file a written objection to any CI Plus Proposed Action that it believes would have a material and adverse effect on the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS. Any such objection shall set forth with specificity the alleged material and adverse effects on the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS, and shall be delivered to CI Plus TA no later than fifteen (15) business days after the date of service of notice by CI Plus TA pursuant to Section 3.7(a) at the address specified in Section 12.7 of this Agreement.

Material Changes in Protection or Rights. CI Plus TA may make changes to the Operative Protection Agreements or the Form Adopter Agreement, or issue, execute or amend such other documents or sections of documents with respect to CI PLUS PLUS, as are described in Section 3.7(a), only in accordance with the following provisions: (a) CI Plus TA shall provide reasonable advance written notice to Content Distributor and to all members of the Content Distributor User Group of, and identify with specificity, (1) any proposed change, addition or supplement to Section either (x) Content Distributor Agreement or Device Interim License AgreementSection 1.0 (Definitions), 2.0 (Grant of Licenses), 3.0 (Delivery of production technology and test technology), 6.0 (Changes), 9.0 (Confidentiality), 10.0 (Term and termination), 13.0 (Third party beneficiary right), 14.0 (Limitation of liability), 15.0 (Denial of service), 16.5 (Equitable relief), 16.6 (Damages measure and limitations), Exhibit B (Robustness Rules), Exhibit C (Compliance Rules for Host Device), Exhibit D (Compliance Rules for CICAM Device), Exhibit H (Confidentiality Agreement), and Exhibit D (Revocation Procedure) of any Effective Adopter Agreement, of the Form Adopter Agreement or of any copy of the Form Adopter Agreement entered into by an Licensee after the date of this Agreement; (2) any change to any other Operative Protection Agreements (other than the Specification) that would affect the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS; (32) the proposed issuance, execution or amendment by CI Plus TA of any other document that would affect the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS; and (43) any change to the Specification affecting Controlled Content. For purposes of this Agreement, each of the items as to which Content Distributor is to receive advance written notice as described in clauses (1) to (4), hereof, inclusive, is a “CI Plus Proposed Action.” Except as otherwise expressly provided in this Section 3.7, for so long as Content Distributor is an Eligible Content Distributor, it shall have the right, either on its own or with one or more Fellow Content Distributors that are each an Eligible Content Distributor under its CI Plus Content Distributor Agreement, to file a written objection to any CI Plus Proposed Action that it believes would have a material and adverse effect on the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS. Any such objection shall set forth with specificity the alleged material and adverse effects on the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS, and shall be delivered to CI Plus TA no later than fifteen (15) business days after the date of service of notice by CI Plus TA pursuant to Section 3.7(a) at the address specified in Section 12.7 of this Agreement.y)

Material Changes in Protection or Rights. CI Plus TA Licensor may make changes to the Operative Protection Agreements or the Form Adopter Agreement, or issue, execute or amend such other documents or sections of documents with respect to CI PLUS DTCP as are described in Section 3.7(a), only in accordance with the following provisions: (a) CI Plus TA Licensor shall provide reasonable advance written notice to Content Distributor Participant and to all members of the AV Content Distributor Participant User Group of, and identify with specificity, (1) any proposed change, addition or supplement to Section 1.0 Sections 1 (Definitions), 2.0 3 (Grant of Specification), 4 (Revocation), 5 (Licenses), 3.0 6 (Delivery Distribution of production technology and test technologyProducts), 6.0 (Changes), 9.0 7 (Confidentiality), 10.0 8 (Term Term/Termination) and termination), 13.0 10 (Third party beneficiary right), 14.0 Remedies) and 11.6 (Limitation of liability), 15.0 (Denial of service), 16.5 (Equitable relief), 16.6 (Damages measure and limitations), Exhibit B (Robustness Rules), Exhibit C (Compliance Rules for Host Device), Exhibit D (Compliance Rules for CICAM Device), Exhibit H (Confidentiality Agreement), and Exhibit D (Revocation ProcedureGoverning Law) of any Effective Adopter Agreement, of the Form Adopter Agreement or of any copy of the Form Adopter Agreement entered into by an Licensee Adopter after the date of this Agreement, and to the Compliance Rules of any Effective Adopter Agreement or of the Form Adopter Agreement (including, for avoidance of doubt, any expansion or approval of additional technologies or features contemplated in the Compliance Rules or any change that would excuse an Adopter from complying with, or would provide an alternative means for complying with, the “Standard Definition Analog Output” sections of the Compliance Rules); (2) any change to any other Operative Protection Agreements (other than the Specification) that would affect the integrity or security of CI PLUSDTCP, or the operation of CI PLUS DTCP with respect to protecting Controlled Commercial Audiovisual Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor Participant with respect to CI PLUSDTCP; (323) the proposed issuance, execution or amendment by CI Plus TA Licensor of any other document that would affect the integrity or security of CI PLUSDTCP, or the operation of CI PLUS DTCP with respect to protecting Controlled Commercial Audiovisual Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor Participant with respect to CI PLUSDTCP; (4) the identification or approval by Licensor of any methods for copying Copy One Generation Decrypted DT Data (as such terms are defined in the Compliance Rules) pursuant to Section 2.2, Part 1 of Exhibit B to the Form Adopter Agreement or comparable provisions of any Adopter Agreement; (5) any notice to any Adopter that such Adopter may have longer than eighteen (18) months to comply with a change to the Compliance Rules; and (436) any change to the Specification affecting Controlled Commercial Audiovisual Content. , provided, however, that (x) Licensor’s advance written notice with respect to any such change to the Specification shall be sent to Content Participant only if Content Participant has executed and delivered to Licensor a nondisclosure agreement relating to Highly Confidential Information in the form of Exhibit F (the “Highly Confidential NDA”) and (y) changes to the Specification that may be necessary to map the Specification, with respect to Commercial Audiovisual Content, onto other digital buses for transmission or delivery within the home or other, similar local environment (including but not limited to Universal Serial Bus 1.1 and 2.0, mobile entertainment networks such as MOST, Home PNA, PCI, Bluetooth, Home RF and 802.11) (“home and personal networks”) shall not be regarded as “material” or “adverse” for purposes of, or otherwise subject to, this Section 3.7, provided that the mapping of DTCP to any such bus will result in the same level of protection and security with respect to the use of DTCP on such bus as is provided with respect to the use of DTCP on the IEEE1394 bus; provided, further that DTCP works on any mobile network in a manner analogous to DTCP over “home and personal networks.” For purposes of this Agreement, each of the items as to which Content Distributor Participant is to receive advance written notice as described in clauses (1) to (46), hereof, inclusive, is a “CI Plus DTLA Proposed Action.” (b) Changes to map the Specification onto buses that are intended for use outside of home and personal networks (e.g., Ethernet) shall be subject to the terms of this Section 3.7 and shall be deemed to be “material” for purposes of this Section 3.7, and Licensor shall bear the burden in any arbitration initiated pursuant to Section 3.7(f) of proving, by a preponderance of the evidence, that the proposed change is not “adverse.” Identification and approval by Licensor of any methods for copying Copy One Generation and EPN-Eligible Non-Conditional Access Delivery DT Data pursuant to Sections 2.2 or 2.4, Part 1 of Exhibit B to the Form Adopter Agreement or comparable provisions of any Adopter Agreement shall be deemed to be “material” for purposes of this Section 3.7, and Licensor shall bear the burden in any arbitration initiated pursuant to Section 3.7(f) of proving, by a preponderance of the evidence, that the proposed method affords a level of protection comparable to DTCP itself with respect to protecting Commercial Audiovisual Content from unauthorized output, transmission, interception or copying. If Licensor carries its burden, as described in each of the preceding two sentences, then such proposed change or proposed method shall be deemed to be not “adverse”. Licensor shall, during the second calendar quarter of each year, make available to Content Participant any changes to the Form Adopter Agreement not otherwise noticed pursuant to this Section 3.7. If Content Participant objects to any of such changes, Licensor will disclose to Content Participant, upon request, any similar changes that were made to Adopter Agreements. (c) Except as otherwise expressly provided in this Section 3.7, for so long as Content Distributor Participant is an Eligible AV Content DistributorParticipant, it shall have the right, either on its own or with one or more Fellow AV Content Distributors Participants that are each an Eligible AV Content Distributor Participant under its CI Plus AV Content Distributor Participant Agreement, to file a written objection to any CI Plus DTLA Proposed Action that it believes would have a material and adverse effect on the integrity or security of CI PLUSDTCP, or the operation of CI PLUS DTCP with respect to protecting Controlled Commercial Audiovisual Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor Participant with respect to CI PLUSDTCP. Any such objection shall set forth with specificity the alleged material and adverse effects on the integrity or security of CI PLUSDTCP, or the operation of CI PLUS DTCP with respect to protecting Controlled Commercial Audiovisual Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor Participant with respect to CI PLUSDTCP, and shall be delivered to CI Plus TA Licensor no later than fifteen (15) business days after the date of service of notice by CI Plus TA Licensor pursuant to Section 3.7(a) at the address specified in Section 12.7 the notice provisions of this Agreement. □ (d) Licensor agrees to consider any such objection given pursuant to Section 3.7(c) 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, with specificity, the reasons for such rejection and why the □ action would not be material or have an adverse effect, including the benefits that would be afforded by the DTLA Proposed Action. Absent delivery to Licensor of written objection from one or more Fellow AV Content Participants pursuant to Section 3.7(c), Licensor may take the applicable DTLA Proposed Action. □ (e) In the event Licensor has served such notice to Content Participant by (x) mail postmarked in the same country as the country in which Content Participant is to receive notices, three (3) days shall be added to the prescribed period for filing an objection, (y) mail postmarked in a country other than the country in which Content Participant is to receive notices, fifteen (15) days shall be added to the prescribed period for filing an objection.

Material Changes in Protection or Rights. CI Plus TA may make changes to the Operative Protection Agreements or the Form Adopter Agreement, or issue, execute or amend such other documents or sections of documents with respect to CI PLUS as are described in Section 3.7(a), only in accordance with the following provisions:Operative (a) CI Plus TA shall provide reasonable advance written notice to Content Distributor and to all members of the Content Distributor User Group of, and identify with specificity, (1) any proposed change, addition or supplement to Section 1.0 (Definitions), 2.0 (Grant of Licenses), 3.0 (Delivery of production technology and test technology), 6.0 (Changes), 9.0 (Confidentiality), 10.0 (Term and termination), 13.0 (Third party beneficiary right), 14.0 (Limitation of liability), 15.0 (Denial of service), 16.5 (Equitable relief), 16.6 (Damages measure and limitations), Exhibit B (Robustness Rules), Exhibit C (Compliance Rules for Host Device), Exhibit D (Compliance Rules for CICAM Device), Exhibit H (Confidentiality Agreement), and Exhibit D (Revocation Procedure) of any Effective Adopter Agreement, of the Form Adopter Agreement or of any copy of the Form Adopter Agreement entered into by an Licensee after the date of this Agreement; (2) any change to any other Operative Protection Agreements (other than the Specification) that would affect the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS; (323) the proposed issuance, execution or amendment by CI Plus TA of any other document that would affect the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS; and (434) any change to the Specification affecting Controlled Content. For purposes of this Agreement, each of the items as to which Content Distributor is to receive advance written notice as described in clauses (1) to (4), hereof, inclusive, is a “CI Plus Proposed Action.” ” (b) Except as otherwise expressly provided in this Section 3.7, for so long as Content Distributor is an Eligible Content Distributor, it shall have the right, either on its own or with one or more Fellow Content Distributors that are each an Eligible Content Distributor under its CI Plus Content Distributor Agreement, to file a written objection to any CI Plus Proposed Action that it believes would have a material and adverse effect on the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS. Any such objection shall set forth with specificity the alleged material and adverse effects on the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS, and shall be delivered to CI Plus TA no later than fifteen (15) business days after the date of service of notice by CI Plus TA pursuant to Section 3.7(a) at the address specified in Section 12.7 of this Agreement. (c) CI Plus TA agrees to consider any such objection given pursuant to Section 3.7(b) in good faith. If CI Plus TA rejects such objection, it shall provide prompt written notice thereof to Content Distributor and any Fellow Content Distributors that filed a written objection explaining, with specificity, the reasons for such rejection and why the action would not be material or have an adverse effect, including the benefits that would be afforded by the CI Plus Proposed Action. Absent delivery to CI Plus TA of written objection from one or more Fellow Content Distributors pursuant to Section 3.7(b), CI Plus TA may take the applicable CI Plus Proposed Action. (d) In the event CI Plus TA has served such notice to Content Distributor by (x) mail postmarked in the same country as the country in which Content Distributor is to receive notices, three