Common use of PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS Clause in Contracts

PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS. 10.6.1 Prior to initiating any Third Party Beneficiary Claim hereunder, the Third Party Beneficiary seeking to institute such a claim shall provide AACS LA written notice of its intent to pursue such a claim. Such Third Party Beneficiary shall likewise provide AACS LA notice of the actual filing of any Third Party Beneficiary Claims, and shall at AACS LA’s request provide copies of material documents to be filed in such Third Party Beneficiary’s initiation, institution or pursuit of such Third Party Beneficiary Claim. AACS LA shall offer reasonable cooperation to such Third Party Beneficiary in providing appropriate and necessary information in connection with the Third Party Beneficiary Claim to the extent that such cooperation is consistent with protecting the integrity and performance of the AACS Technology or the security of AACS Content and does not otherwise interfere with AACS LA’s obligations to other Fellow Content Participants, Adopters or Content Providers. Third Party Beneficiaries shall not be obligated to provide copies of documents filed or to be filed under seal. AACS LA shall have the option of requiring that any information or documents provided by AACS LA, Licensors, Fellow Content Participants, Content Providers or Adopters to Third Party Beneficiary be filed under seal. Documents provided to AACS LA under the procedures set out herein shall not include any documents filed or to be filed under seal in connection with such Third Party Beneficiary Claim. 10.6.2 AACS LA shall provide timely notice to all Fellow Content Participants that have notified AACS LA of their eligibility as an Eligible Content Participant (in the case of a Third Party Beneficiary Claim against an Adopter other than an Adopter to the extent acting as a Licensed Content Producer) or Adopters that have notified AACS LA of their eligibility as an Eligible Adopter (in the case of a Third Party Beneficiary Claim against a Content Participant, Content Provider or Adopter to the extent acting as a Licensed Content Producer) of receipt of any notice of a Third Party Beneficiary Claim against such defendant (“Defendant”). Within thirty (30) days of the date of receipt of such notice, all eligible Third Party Beneficiaries shall elect whether to join the Third Party Beneficiary Claim and provide notice of intent to join such Third Party Beneficiary Claim to AACS LA. The failure to provide notice to AACS LA and to move to join such Third Party Beneficiary Claim within the allotted thirty (30) day period, or the subsequent withdrawal from such Third Party Beneficiary Claim, shall be deemed a waiver of the applicable Adopter’s and/or Fellow Content Participant’s Third Party Beneficiary right under the respective Adopter Agreement or Content Participant Agreement, as the case may be, with respect to all Third Party Beneficiary Claims against Defendant arising out of the alleged breach asserted by the Third Party Beneficiary. The Third Party Beneficiary instituting or initiating a Third Party Beneficiary Claim shall support, and Defendant shall not object to, any motion to so join provided it is instituted within the thirty (30) day period following receipt of notice of such Third Party Beneficiary Claim. Neither a Fellow Content Participant’s or Adopter’s failure to notify and consult with AACS LA or provide AACS LA with relevant documents, nor AACS LA’s failure to give notice or provide copies to any Adopter or Fellow Content Participant in accordance with these Third Party Beneficiary procedures shall be a defense to any Third Party Beneficiary Claim or grounds for a request to delay the granting of preliminary relief requested. 10.6.3 Third Party Beneficiaries shall have no right to, and Content Participant agrees that it shall not, enter into any settlement that: (i) amends any material term of this Agreement or another Approved License; (ii) has an adverse effect on the integrity and/or performance of AACS Technology, or the security of Digital Entertainment Content protected by AACS Technology; or (iii) adversely affects or lowers the value of any of AACS LA’s or the Licensors’ rights in and to the AACS Technology or any intellectual property right related to it (embodied therein), unless AACS LA and the Licensors shall have provided prior written consent thereto.

PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS. 10.6.1 Prior to initiating any Third Party Beneficiary Claim hereunder, the Third Party Beneficiary seeking to institute such a claim shall provide AACS LA written notice of its intent to pursue such a claim. Such Third Party Beneficiary shall likewise provide AACS LA notice of the actual filing of any Third Party Beneficiary Claims, and shall at AACS LA’s request provide copies of material documents to be filed in such Third Party Beneficiary’s initiation, institution or pursuit of such Third Party Beneficiary Claim. AACS LA shall offer reasonable cooperation to such Third Party Beneficiary in providing appropriate and necessary information in connection with the Third Party Beneficiary Claim to the extent that such cooperation is consistent with protecting the integrity and performance of the AACS Technology or the security of AACS Content and does not otherwise interfere with AACS LA’s obligations to other Fellow Content ParticipantsProviders, Adopters or Content ProvidersParticipants. Third Party Beneficiaries shall not be obligated to provide copies of documents filed or to be filed under seal. AACS LA shall have the option of requiring that any information or documents provided by AACS LA, Licensors, Fellow Content ParticipantsProviders, Content Providers Participants or Adopters to Third Party Beneficiary be filed under seal. Documents provided to AACS LA under the procedures set out herein shall not include any documents filed or to be filed under seal in connection with such Third Party Beneficiary Claim. 10.6.2 AACS LA shall provide timely notice to all Fellow Content Participants that have notified AACS LA of their eligibility as an Eligible Content Participant (in the case of a Third Party Beneficiary Claim against an Adopter other than an Adopter to the extent acting as a Licensed Content Producer) or Adopters that have notified AACS LA of their eligibility as an Eligible Adopter (in the case of a Third Party Beneficiary Claim against a Content Participant, Content Provider or Adopter to the extent acting as a Licensed Content ProducerProvider) of receipt of any notice of a Third Party Beneficiary Claim against such defendant (“Defendant”). Within thirty (30) days of the date of receipt of such notice, all eligible Third Party Beneficiaries shall elect whether to join the Third Party Beneficiary Claim and provide notice of intent to join such Third Party Beneficiary Claim to AACS LA. The failure to provide notice to AACS LA and to move to join such Third Party Beneficiary Claim within the allotted thirty (30) day period, or the subsequent withdrawal from such Third Party Beneficiary Claim, shall be deemed a waiver of the applicable Adopter’s and/or Fellow Content Participant’s Third Party Beneficiary right under the respective Adopter Content Provider Agreement or Content Participant Agreement, as the case may be, with respect to all Third Party Beneficiary Claims against Defendant arising out of the alleged breach asserted by the Third Party Beneficiary. The Third Party Beneficiary instituting or initiating a Third Party Beneficiary Claim shall support, and Defendant shall not object to, any motion to so join provided it is instituted within the thirty (30) day period following receipt of notice of such Third Party Beneficiary Claim. Neither a Fellow Content ParticipantProvider’s or Adopter’s failure to notify and consult with AACS LA or provide AACS LA with relevant documents, nor AACS LA’s failure to give notice or provide copies to any Adopter or Fellow Content Participant Provider in accordance with these Third Party Beneficiary procedures shall be a defense to any Third Party Beneficiary Claim or grounds for a request to delay the granting of preliminary relief requested. 10.6.3 Third Party Beneficiaries shall have no right to, and Content Participant Provider agrees that it shall not, enter into any settlement that: (i) amends any material term of this Agreement or another Approved License; (ii) has an adverse effect on the integrity and/or performance of AACS Technology, or the security of Digital Entertainment Content protected by AACS Technology; or (iii) adversely affects or lowers the value of any of AACS LA’s or the Licensors’ rights in and to the AACS Technology or any intellectual property right related to it (embodied therein), unless AACS LA and the Licensors shall have provided prior written consent thereto.

PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS. 10.6.1 2.1 Prior to initiating any Third third-party beneficiary claim under this Agreement by an Eligible Content Participant (a “Beneficiary Claim”) against Adopter, such Content Participant (a “Third-Party Beneficiary”) shall provide Licensor with notice and consultation reasonable under the circumstances regarding a proposed Beneficiary Claim hereunder, the Third Claim; provided that such consultation with Licensor shall not affect such Third-Party Beneficiary seeking to institute Beneficiary’s discretion in initiating such a claim shall provide AACS LA written notice of its intent to pursue such a claimBeneficiary Claim. Such Third Third-Party Beneficiary shall likewise further provide AACS LA Licensor with notice of the actual filing of a Beneficiary Claim and, upon Licensor’s request, any Third Party Beneficiary Claims, and shall at AACS LA’s request provide copies of material documents principal pleadings to be filed in such Third Third-Party Beneficiary’s initiation, institution initiation or pursuit of such Third Party Beneficiary Claim. AACS LA Licensor shall offer reasonable cooperation to cooperate reasonably with such Third Third- Party Beneficiary in providing appropriate and necessary information in connection with the Third Party Beneficiary Claim to the extent that such cooperation is consistent with protecting the preservation of the integrity and performance of the AACS Technology or the security of AACS Content HDCP and to the extent such cooperation does not otherwise interfere with AACS LA’s obligations involve release of information provided to other Licensor by a Content Participant or Fellow Adopter that such Content Participants, Adopters Participant or Content Providers. Third Party Beneficiaries shall not be obligated Fellow Adopter has designated to provide copies of documents filed or Licensor to be filed under seal. AACS LA shall have the option of requiring that any information or documents provided by AACS LA, Licensors, Fellow Content Participants, Content Providers or Adopters to Third Party Beneficiary be filed under sealits confidential and proprietary information. Documents provided to AACS LA Licensor under the these third-party- beneficiary procedures set out herein shall not include any documents filed or to be filed under seal in connection with such Third Party Beneficiary Claim.. For review only - Not valid for execution 10.6.2 AACS LA 2.2 Licensor shall provide timely notice to all Fellow Content Participants that have notified AACS LA with prompt notice of their eligibility as an Eligible Content Participant (in the case of a Third Party Beneficiary Claim against an Adopter other than an Adopter to the extent acting as a Licensed Content Producer) or Adopters that have notified AACS LA of their eligibility as an Eligible Adopter (in the case of a Third Party Beneficiary Claim against a Content Participant, Content Provider or Adopter to the extent acting as a Licensed Content Producer) of Licensor’s receipt of any notice of a Third Party Beneficiary Claim against such defendant Adopter (a “DefendantClaim Notice”). Within thirty (30) days of the date of receipt of such noticea Claim Notice, all eligible Third Party Beneficiaries Eligible Content Participants shall elect whether to join such Beneficiary Claim, and the Third Party Beneficiary Claim and provide notice failure of intent to join such Third Party Beneficiary Claim to AACS LA. The failure any Eligible Content Participant to provide notice to AACS LA Licensor of such election and to move to join such Third Party Beneficiary Claim within the allotted such thirty (30) day period, or the subsequent withdrawal from such Third Party Beneficiary Claim, days shall be deemed a waiver of the applicable Adopter’s and/or Fellow such Content Participant’s Third Party Beneficiary third- party-beneficiary right under the respective Adopter this Agreement or Content Participant Agreement, as the case may be, with respect to all Third Party Beneficiary Claims against Defendant Adopter arising out of the alleged breach by Adopter raised in such Beneficiary Claim asserted by the Third Third-Party Beneficiary. The Third Third-Party Beneficiary instituting or initiating a Third Party Beneficiary Claim shall support, and Defendant Adopter shall not object to, any motion to so join provided it is instituted by such Third-Party Beneficiaries electing to join such Beneficiary Claim within the such thirty (30) day period following 30)-day period. Any judgment entered upon such Beneficiary Claim shall be binding on all Content Participants that failed to join such Beneficiary Claim after receipt of such notice of as if they had joined such Third Party Beneficiary Claim. Neither a Fellow No Content Participant’s or Adopter’s failure to notify and or consult with AACS LA or provide AACS LA with relevant documentsLicensor, nor AACS LAa Content Participant’s failure to provide to Licensor copies of any pleadings, nor Licensor’s failure to give notice or provide copies to any Adopter or Fellow Content Participant in accordance with pursuant to these Third Party Beneficiary procedures third-party-beneficiary procedures, shall be a defense to against any Third Party Beneficiary Claim or grounds for a request to delay the granting of any preliminary relief requested. Neither Adopter nor any Content Participant shall involve Founder as a party in any Beneficiary Claim. The foregoing sentence shall not apply to or preclude Founder’s involvement or participation as a witness or in a similar capacity. 10.6.3 Third 2.3 Third-Party Beneficiaries shall have no right to, and Content Participant Adopter agrees that it shall will not, enter into any settlement that: (ia) amends any material term of this Agreement or another Approved Licenseany Content Participant Agreement; (iib) has an adverse a material effect on the integrity and/or performance or security of AACS TechnologyHDCP or the operation of HDCP with respect to protecting Audiovisual Content from any unauthorized output, transmission, interception and copying, or the security rights of Digital Entertainment Content protected by AACS TechnologyParticipants with respect to HDCP; or (iiic) adversely affects or lowers the value of any of AACS LALicensor’s or the Licensors’ Founder’s rights in and to the AACS Technology HDCP or any intellectual property right related to it (embodied therein, unless, in the case of this clause (c), unless AACS LA and the Licensors Licensor shall have provided prior written consent thereto. 2.4 Nothing contained in these third-party-beneficiary procedures is intended to limit remedies or relief available pursuant to statutory or other claims that a Third-Party Beneficiary may have under separate legal authority.

PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS. 10.6.1 2.1 Prior to initiating any Third third-party beneficiary claim under this Agreement by an Eligible Content Participant (a “Beneficiary Claim”) against Adopter, such Content Participant (a “Third-Party Beneficiary”) shall provide Licensor with notice and consultation reasonable under the circumstances regarding a proposed Beneficiary Claim hereunder, the Third Claim; provided that such consultation with Licensor shall not affect such Third-Party Beneficiary seeking to institute Beneficiary’s discretion in initiating such a claim shall provide AACS LA written notice of its intent to pursue such a claimBeneficiary Claim. Such Third Third-Party Beneficiary shall likewise further provide AACS LA Licensor with notice of the actual filing of a Beneficiary Claim and, upon Licensor’s request, any Third Party Beneficiary Claims, and shall at AACS LA’s request provide copies of material documents principal pleadings to be filed in such Third Third-Party Beneficiary’s initiation, institution initiation or pursuit of such Third Party Beneficiary Claim. AACS LA Licensor shall offer reasonable cooperation to cooperate reasonably with such Third Third-Party Beneficiary in providing appropriate and necessary information in connection with the Third Party Beneficiary Claim to the extent that such cooperation is consistent with protecting the preservation of the integrity and performance of the AACS Technology or the security of AACS Content HDCP and to the extent such cooperation does not otherwise interfere with AACS LA’s obligations involve release of information provided to other Licensor by a Content Participant or Fellow Adopter that such Content Participants, Adopters Participant or Content Providers. Third Party Beneficiaries shall not be obligated Fellow Adopter has designated to provide copies of documents filed or Licensor to be filed under seal. AACS LA shall have the option of requiring that any information or documents provided by AACS LA, Licensors, Fellow Content Participants, Content Providers or Adopters to Third Party Beneficiary be filed under sealits confidential and proprietary information. Documents provided to AACS LA Licensor under the these third-party-beneficiary procedures set out herein shall not include any documents filed or to be filed under seal in connection with such Third Party Beneficiary Claim.Claim.‌‌‌‌‌‌ 10.6.2 AACS LA 2.2 Licensor shall provide timely notice to all Fellow Content Participants that have notified AACS LA with prompt notice of their eligibility as an Eligible Content Participant (in the case of a Third Party Beneficiary Claim against an Adopter other than an Adopter to the extent acting as a Licensed Content Producer) or Adopters that have notified AACS LA of their eligibility as an Eligible Adopter (in the case of a Third Party Beneficiary Claim against a Content Participant, Content Provider or Adopter to the extent acting as a Licensed Content Producer) of Licensor’s receipt of any notice of a Third Party Beneficiary Claim against such defendant Adopter (a “DefendantClaim Notice”). Within thirty (30) days of the date of receipt of such noticea Claim Notice, all eligible Third Party Beneficiaries Eligible Content Participants shall elect whether to join such Beneficiary Claim, and the Third Party Beneficiary Claim and provide notice failure of intent to join such Third Party Beneficiary Claim to AACS LA. The failure any Eligible Content Participant to provide notice to AACS LA Licensor of such election and to move to join such Third Party Beneficiary Claim within the allotted such thirty (30) day period, or the subsequent withdrawal from such Third Party Beneficiary Claim, days shall be deemed a waiver of the applicable Adopter’s and/or Fellow such Content Participant’s Third Party Beneficiary third-party-beneficiary right under the respective Adopter this Agreement or Content Participant Agreement, as the case may be, with respect to all Third Party Beneficiary Claims against Defendant Adopter arising out of the alleged breach by Adopter raised in such Beneficiary Claim asserted by the Third Third-Party Beneficiary. The Third Third-Party Beneficiary instituting or initiating a Third Party Beneficiary Claim shall support, and Defendant Adopter shall not object to, any motion to so join provided it is instituted by such Third-Party Beneficiaries electing to join such Beneficiary Claim within the such thirty (30) day period following receipt of notice of 30)-day period. Any judgment entered upon such Third Party Beneficiary Claim shall be binding on all Content Participants that failed to join such Beneficiary Claim as if they had joined such Beneficiary Claim. Neither a Fellow No Content Participant’s or Adopter’s failure to notify and or consult with AACS LA or provide AACS LA with relevant documentsLicensor, nor AACS LAa Content Participant’s failure to provide to Licensor copies of any pleadings, nor Licensor’s failure to give notice or provide copies to any Adopter or Fellow Content Participant in accordance with pursuant to these Third Party Beneficiary procedures third-party-beneficiary procedures, shall be a defense to against any Third Party Beneficiary Claim or grounds for a request to delay the granting of any preliminary relief requested. Neither Adopter nor any Content Participant shall involve Founder as a party in any Beneficiary Claim. 10.6.3 Third 2.3 Third-Party Beneficiaries shall have no right to, and Content Participant Adopter agrees that it shall will not, enter into any settlement that: (ia) amends any material term of this Agreement or another Approved Licenseany Content Participant Agreement; (iib) has an adverse a material effect on the integrity and/or performance or security of AACS TechnologyHDCP or the operation of HDCP with respect to protecting Video Content from any unauthorized output, transmission, interception and copying, or the security rights of Digital Entertainment Content protected by AACS TechnologyParticipants with respect to HDCP; or (iiic) adversely affects or lowers the value of any of AACS LALicensor’s or the Licensors’ Founder’s rights in and to the AACS Technology HDCP or any intellectual property right related to it (embodied therein, unless, in the case of this clause (c), unless AACS LA and the Licensors Licensor shall have provided prior written consent thereto. 2.4 Nothing contained in these third-party-beneficiary procedures is intended to limit remedies or relief available pursuant to statutory or other claims that a Third-Party Beneficiary may have under separate legal authority.

PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS. 10.6.1 Prior to initiating any Third Party Beneficiary Claim hereunder, the Third Party Beneficiary seeking to institute such a claim shall provide AACS LA written notice of its intent to pursue such a claim. Such Third Party Beneficiary shall likewise provide AACS LA notice of the actual filing of any Third Party Beneficiary Claims, and shall at AACS LA’s request provide copies of material documents to be filed in such Third Party Beneficiary’s initiation, institution or pursuit of such Third Party Beneficiary Claim. AACS LA shall offer reasonable cooperation to such Third Party Beneficiary in providing appropriate and necessary information in connection with the Third Party Beneficiary Claim to the extent that such cooperation is consistent with protecting the integrity and performance of the AACS Technology or the security of AACS Content and does not otherwise interfere with AACS LA’s obligations to other Fellow Content ParticipantsProviders, Adopters or Content ProvidersParticipants. Third Party Beneficiaries shall not be obligated to provide copies of documents filed or to be filed under seal. AACS LA shall have the option of requiring that any information or documents provided by AACS LA, Licensors, Fellow Content ParticipantsProviders, Content Providers Participants or Adopters to Third Party Beneficiary be filed under seal. Documents provided to AACS LA under the procedures set out herein shall not include any documents filed or to be filed under seal in connection with such Third Party Beneficiary Claim.. For review only - 10.6.2 AACS LA shall provide timely notice to all Fellow Content Participants that have notified AACS LA of their eligibility as an Eligible Content Participant (in the case of a Third Party Beneficiary Claim against an Adopter other than an Adopter to the extent acting as a Licensed Content Producer) or Adopters that have notified AACS LA of their eligibility as an Eligible Adopter (in the case of a Third Party Beneficiary Claim against a Content Participant, Content Provider or Adopter to the extent acting as a Licensed Content ProducerProvider) of receipt of any notice of a Third Party Beneficiary Claim against such defendant (“Defendant”). Within thirty Not for execution (30) days of the date of receipt of such notice, all eligible Third Party Beneficiaries shall elect whether to join the Third Party Beneficiary Claim and provide notice of intent to join such Third Party Beneficiary Claim to AACS LA. The failure to provide notice to AACS LA and to move to join such Third Party Beneficiary Claim within the allotted thirty (30) day period, or the subsequent withdrawal from such Third Party Beneficiary Claim, shall be deemed a waiver of the applicable Adopter’s and/or Fellow Content Participant’s Third Party Beneficiary right under the respective Adopter Content Provider Agreement or Content Participant Agreement, as the case may be, with respect to all Third Party Beneficiary Claims against Defendant arising out of the alleged breach asserted by the Third Party Beneficiary. The Third Party Beneficiary instituting or initiating a Third Party Beneficiary Claim shall support, and Defendant shall not object to, any motion to so join provided it is instituted within the thirty (30) day period following receipt of notice of such Third Party Beneficiary Claim. Neither a Fellow Content ParticipantProvider’s or Adopter’s failure to notify and consult with AACS LA or provide AACS LA with relevant documents, nor AACS LA’s failure to give notice or provide copies to any Adopter or Fellow Content Participant Provider in accordance with these Third Party Beneficiary procedures shall be a defense to any Third Party Beneficiary Claim or grounds for a request to delay the granting of preliminary relief requested. 10.6.3 Third Party Beneficiaries shall have no right to, and Content Participant Provider agrees that it shall not, enter into any settlement that: (i) amends any material term of this Agreement or another Approved License; (ii) has an adverse effect on the integrity and/or performance of AACS Technology, or the security of Digital Entertainment Content protected by AACS Technology; or (iii) adversely affects or lowers the value of any of AACS LA’s or the Licensors’ rights in and to the AACS Technology or any intellectual property right related to it (embodied therein), unless AACS LA and the Licensors shall have provided prior written consent thereto.

PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS. 10.6.1 (a) Prior to initiating any Third Party Beneficiary Claim hereunderpursuant to Sections 3.3 or 10.4, the Third Party Beneficiary seeking to institute such a claim shall provide AACS LA written notice of its intent to pursue such a claim. Such Third Party Beneficiary shall likewise provide AACS LA notice of the actual filing of any Third Party Beneficiary Claims, and shall at AACS LA’s request provide copies of material documents to be filed in such Third Party Beneficiary’s initiation, institution or pursuit of such Third Party Beneficiary Claim. AACS LA shall offer reasonable cooperation to such Third Party Beneficiary in providing appropriate and necessary information in connection with the Third Party Beneficiary Claim to the extent that such cooperation is consistent with protecting the integrity and performance of the AACS Technology or the security of AACS Content and does not otherwise interfere with AACS LA’s obligations to other Adopters, Content Participant, Fellow Content Participants, Adopters Participants or Content Providers. Third Party Beneficiaries shall not be obligated to provide copies of documents filed or to be filed under seal. AACS LA shall have the option of requiring that any information or documents provided by AACS LA, Licensors, Content Participant, Fellow Content Participants, Content Providers Participants or Adopters to Third Party Beneficiary be filed under seal. Documents provided to AACS LA under the procedures set out herein shall not include any documents filed or to be filed under seal in connection with such Third Party Beneficiary Claim. 10.6.2 (b) AACS LA shall provide timely notice to Content Participant and all Fellow Content Participants that have notified AACS LA of their eligibility as an Eligible Content Participant to the extent it and they are Contributors listed on Exhibit D or Founders (in the case of a Third Party Beneficiary Claim against an Adopter other than an Adopter to the extent acting as a Licensed Content Producer) or Adopters that have notified AACS LA of their eligibility as an Eligible Adopter are Contributors listed on Exhibit D or Founders (in the case of a Third Party Beneficiary Claim against a Content Participant, Content Provider or Adopter to the extent acting as a Licensed Content Producer) of AACS LA’s receipt of any notice of a Third Party Beneficiary Claim against such a defendant (“Defendant”). Within thirty (30) days of the date of receipt of such noticea Claim Notice, all eligible Third Party Adopter Beneficiaries (in the case of an Adopter Beneficiary Claim), or all Content Participant Beneficiaries (in the case of a Content Participant Beneficiary Claim), shall elect whether to join the Third Party Beneficiary Claim and provide notice of intent to join such Third Party Beneficiary Claim to AACS LA. The failure to provide notice to AACS LA and to move to join such Third Party Beneficiary Claim within the allotted thirty (30) day period, or the subsequent withdrawal from such Third Party Beneficiary Claim, shall be deemed a waiver of the applicable such Adopter’s, Content Participant’s and/or or Fellow Content Participant’s Third Party Beneficiary right under the its respective Adopter Agreement or Content Participant Agreement, as the case may be, with respect to all Third Party Beneficiary Claims against Defendant arising out of the alleged breach asserted by the Third Party BeneficiaryDefendant. The Third Party Beneficiary instituting or initiating a Third Party Beneficiary Claim shall support, and Defendant shall not object to, any motion to so join provided it is instituted within the thirty (30) 30 day period following receipt of notice of such Third Party Beneficiary Claim. Neither a Fellow Content Participant’s or and/or Adopter’s failure to notify and consult with AACS LA or provide AACS LA with relevant documentsLA, nor AACS LA’s failure to give notice or provide copies to any Adopter or Fellow Content Participant or Adopter in accordance with these Third Party Beneficiary procedures shall be a defense to any Third Party Beneficiary Claim or grounds for a request to delay the granting of preliminary relief requested. 10.6.3 (c) Third Party Beneficiaries shall have no right to, and Content Participant agrees that it shall will not, enter into any settlement that: (i) amends any material term of this any Adopter Agreement or another Approved Licensethis Interim Agreement; (ii) has an adverse effect on the integrity and/or performance of AACS Technology, or the security of Digital Entertainment Content protected by AACS TechnologyContent; or (iii) adversely affects or lowers the value of any of AACS LA’s or the Licensors’ rights in and to the AACS Technology or any intellectual property right related to it (embodied therein), unless AACS LA and the Licensors shall have provided prior written consent thereto.

PROCEDURES FOR THIRD PARTY BENEFICIARY CLAIMS. 10.6.1 For review only - Not valid for execution 2.1 Prior to initiating any Third third-party beneficiary claim under this Agreement by an Eligible Content Participant (a “Beneficiary Claim”) against Adopter, such Content Participant (a “Third-Party Beneficiary”) shall provide Licensor with notice and consultation reasonable under the circumstances regarding a proposed Beneficiary Claim hereunder, the Third Claim; provided that such consultation with Licensor shall not affect such Third-Party Beneficiary seeking to institute Beneficiary’s discretion in initiating such a claim shall provide AACS LA written notice of its intent to pursue such a claimBeneficiary Claim. Such Third Third-Party Beneficiary shall likewise further provide AACS LA Licensor with notice of the actual filing of a Beneficiary Claim and, upon Licensor’s request, any Third Party Beneficiary Claims, and shall at AACS LA’s request provide copies of material documents principal pleadings to be filed in such Third Third-Party Beneficiary’s initiation, institution initiation or pursuit of such Third Party Beneficiary Claim. AACS LA Licensor shall offer reasonable cooperation to cooperate reasonably with such Third Third- Party Beneficiary in providing appropriate and necessary information in connection with the Third Party Beneficiary Claim to the extent that such cooperation is consistent with protecting the preservation of the integrity and performance of the AACS Technology or the security of AACS Content HDCP and to the extent such cooperation does not otherwise interfere with AACS LA’s obligations involve release of information provided to other Licensor by a Content Participant or Fellow Adopter that such Content Participants, Adopters Participant or Content Providers. Third Party Beneficiaries shall not be obligated Fellow Adopter has designated to provide copies of documents filed or Licensor to be filed under seal. AACS LA shall have the option of requiring that any information or documents provided by AACS LA, Licensors, Fellow Content Participants, Content Providers or Adopters to Third Party Beneficiary be filed under sealits confidential and proprietary information. Documents provided to AACS LA Licensor under the these third-party- beneficiary procedures set out herein shall not include any documents filed or to be filed under seal in connection with such Third Party Beneficiary Claim. 10.6.2 AACS LA 2.2 Licensor shall provide timely notice to all Fellow Content Participants that have notified AACS LA with prompt notice of their eligibility as an Eligible Content Participant (in the case of a Third Party Beneficiary Claim against an Adopter other than an Adopter to the extent acting as a Licensed Content Producer) or Adopters that have notified AACS LA of their eligibility as an Eligible Adopter (in the case of a Third Party Beneficiary Claim against a Content Participant, Content Provider or Adopter to the extent acting as a Licensed Content Producer) of Licensor’s receipt of any notice of a Third Party Beneficiary Claim against such defendant Adopter (a “DefendantClaim Notice”). Within thirty (30) days of the date of receipt of such noticea Claim Notice, all eligible Third Party Beneficiaries Eligible Content Participants shall elect whether to join such Beneficiary Claim, and the Third Party Beneficiary Claim and provide notice failure of intent to join such Third Party Beneficiary Claim to AACS LA. The failure any Eligible Content Participant to provide notice to AACS LA Licensor of such election and to move to join such Third Party Beneficiary Claim within the allotted such thirty (30) day period, or the subsequent withdrawal from such Third Party Beneficiary Claim, days shall be deemed a waiver of the applicable Adopter’s and/or Fellow such Content Participant’s Third Party Beneficiary third- party-beneficiary right under the respective Adopter this Agreement or Content Participant Agreement, as the case may be, with respect to all Third Party Beneficiary Claims against Defendant Adopter arising out of the alleged breach by Adopter raised in such Beneficiary Claim asserted by the Third Third-Party Beneficiary. The Third Third-Party Beneficiary instituting or initiating a Third Party Beneficiary Claim shall support, and Defendant Adopter shall not object to, any motion to so join provided it is instituted by such Third-Party Beneficiaries electing to join such Beneficiary Claim within the such thirty (30) day period following 30)-day period. Any judgment entered upon such Beneficiary Claim shall be binding on all Content Participants that failed to join such Beneficiary Claim after receipt of such notice of as if they had joined such Third Party Beneficiary Claim. Neither a Fellow No Content Participant’s or Adopter’s failure to notify and or consult with AACS LA or provide AACS LA with relevant documentsLicensor, nor AACS LAa Content Participant’s failure to provide to Licensor copies of any pleadings, nor Licensor’s failure to give notice or provide copies to any Adopter or Fellow Content Participant in accordance with pursuant to these Third Party Beneficiary procedures third-party-beneficiary procedures, shall be a defense to against any Third Party Beneficiary Claim or grounds for a request to delay the granting of any preliminary relief requested. Neither Adopter nor any Content Participant shall involve Founder as a party in any Beneficiary Claim. The foregoing sentence shall not apply to or preclude Founder’s involvement or participation as a witness or in a similar capacity. 10.6.3 Third 2.3 Third-Party Beneficiaries shall have no right to, and Content Participant Adopter agrees that it shall will not, enter into any settlement that: (ia) amends any material term of this Agreement or another Approved Licenseany Content Participant Agreement; (iib) has an adverse a material effect on the integrity and/or performance or security of AACS TechnologyHDCP or the operation of HDCP with respect to protecting Audiovisual Content from any unauthorized output, transmission, interception and copying, or the security rights of Digital Entertainment Content protected by AACS TechnologyParticipants with respect to HDCP; or (iiic) adversely affects or lowers the value of any of AACS LALicensor’s or the Licensors’ Founder’s rights in and to the AACS Technology HDCP or any intellectual property right related to it (embodied therein, unless, in the case of this clause (c), unless AACS LA and the Licensors Licensor shall have provided prior written consent thereto. 2.4 Nothing contained in these third-party-beneficiary procedures is intended to limit remedies or relief available pursuant to statutory or other claims that a Third-Party Beneficiary may have under separate legal authority.