NONDISCLOSURE AGREEMENTNondisclosure Agreement • January 14th, 2011 • Sonic Solutions/Ca/ • Services-computer integrated systems design • California
This Nondisclosure Agreement (this “Agreement”) is dated November 2, 2010, by and between Rovi Corporation, a Delaware corporation (“Rovi”) and Sonic Solutions, a California corporation (“Sonic”). For purposes hereof, the party disclosing Confidential Information (as defined in Section 1) may be referred to as “Discloser” and the party receiving Confidential Information may be referred to as “Recipient.” The term “Person” will be broadly interpreted to include any individual and any corporation, partnership, entity, group, tribunal or governmental authority, and a party’s “Representatives” will be deemed to include each Person that is or becomes an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of such party or of any of such party’s subsidiaries or other affiliates. The parties hereby agree as follows:
Rovi Corporation Santa Clara, CA 95050 Ladies and Gentlemen:Sonic Solutions/Ca/ • January 14th, 2011 • Services-computer integrated systems design • California
In order to facilitate the consideration and negotiation of a possible negotiated transaction involving Rovi Corporation (the “Prospective Acquiror”) and Sonic Solutions (the “Company”), the Prospective Acquiror and the Company, intending to be legally bound, agree as follows:
