SUPER AUDIO CD INFORMATION AGREEMENT This Agreement is entered into this day of, 2014 ( the Effective Date ) by and between KONINKLIJKE PHILIPS N.V., having its registered office in Eindhoven, The Netherlands, (hereinafter referred to as "Philips") and, having its registered office at (hereinafter referred to as "Recipient"). WHEREAS, Philips and Sony Corporation ( Sony ) have for many years been engaged in research and development of consumer electronics systems, in which signals encoded in analogue and/or digital form and stored on a disc are read and reproduced by means of devices using an optical read-out beam, and have acquired valuable patents, know-how and expertise therein; WHEREAS, one of the achievements of such research and development efforts has been a new and revolutionary high-fidelity sound storage and reproduction system, which has been presented under the name "Super Audio CD System"; WHEREAS, Recipient wishes to obtain and use the standard specifications of the Super Audio CD System only for the Authorized Purpose (as hereinafter defined); WHEREAS, Philips is willing to allow Recipient access to the Super Audio CD Standard Specifications (as hereinafter defined) for the Authorized Purpose on the conditions set forth herein; NOW, THEREFORE, in consideration of the mutual obligations and covenants hereinafter set forth, the parties hereto have agreed as follows: 1 Definitions 1.1 When used in this Agreement, the following terms shall have the meanings ascribed thereto below: Associated Company shall mean any one or more business entities (1) owned or controlled by Philips, Sony or Recipient (2) owning or controlling Philips, Sony or Recipient or (3) owned or controlled by the business entity owning or controlling Philips, Sony or Recipient at the material time. For the purposes of this definition a business entity shall be deemed to own and/or to control another business entity if more than 50% (fifty per cent) of the voting stock of the latter business entity, ordinarily entitled to vote in election of directors (or, if there is no such stock, more than 50% (fifty per cent) of the ownership of or control in the latter business entity) is directly or indirectly held by the owning and/or controlling business entity.
2 Authorized Purpose shall mean the internal evaluation by Recipient to explore the feasibility of future development and/or manufacture of products using the Super Audio CD Standard Specifications but shall exclude the manufacture and/or sale of products based on the Super Audio CD Standard Specifications. Super Audio CD Standard Specifications shall mean the specifications of the Super Audio CD System set forth in the documents mentioned in Annex I, as modified or extended from time to time in accordance with the provisions of Clause 2. The documents mentioned in Annex I do not include specifications regarding the specific copy protection technology for the Super Audio CD System, which are treated by Philips as highly confidential and which are made available to manufacturers of products based on the Super Audio CD System under a separate confidentiality and non-disclosure agreement for highly confidential information. 2 Standard Specifications / Grant-back 2.1 Upon receipt of the payment specified in Clause 4, Philips shall make available to Recipient, solely for the Authorized Purpose, a copy of the then current version of the Super Audio CD Standard Specifications, together with such other information as Philips considers necessary or useful for the interpretation of the Super Audio CD Standard Specifications. Recipient shall be notified in writing of future additions and/or modifications to the Super Audio CD Standard Specifications as may be issued by Philips during the term of this Agreement. 2.2 For a period of ten years from the effective date hereof, Recipient agrees to grant to Philips, Sony and their respective Associated Companies, as well as to such third parties and their associated companies who have entered or will enter into a license or a nonassertion agreement with Philips concerning products based on the Super Audio CD System, such as discs, players, components for such players or glassmasters and/or stampers, and who have accepted or will accept a similar undertaking as contained in this Clause 2.2, non-exclusive, non-transferable licenses and/or non-assertion undertakings, on reasonable, non-discriminatory terms and conditions, to manufacture, sell or otherwise dispose of products based on the Super Audio CD System, such as discs, players, components for such players or glassmasters and/or stampers, under any and all present and future patents, for which Recipient or its Associated Companies have or may hereafter acquire the right to grant licenses and/or non-assertion undertakings and which are essential to the manufacture or sale of products based on the Super Audio CD System. It is confirmed that Philips, Sony and their Associated Companies will similarly offer licenses and/or non-assertion undertakings to Recipient and its Associated Companies, as well as to above-mentioned third parties and their associated companies, on reasonable, non-discriminatory terms and conditions under their respective present and future patents essential to the Super Audio CD System. 3 No License 3.1 It is expressly acknowledged and agreed that the supply of the Super Audio CD Standard Specifications and related information by Philips does not by implication, estoppel or otherwise grant a license under any patent, patent application or other intellectual property right.
3 4 Payment 4.1 Upon execution of this Agreement, Recipient will make a non-refundable payment of US$ 5,000 (five thousand US Dollars) to Philips. 5 Disclaimer 5.1 Whereas Philips has made efforts to ensure that the information to be supplied by it hereunder is complete and accurate, Philips makes no representation or warranty as to the completeness or accuracy of such information, nor with respect to the ability of Recipient to achieve interchangeability through the use of such information. 5.2 Philips makes no warranty whatsoever that the use of information supplied by Philips hereunder does not infringe or will not cause infringement of intellectual property rights of third parties. 6 Confidentiality 6.1 Recipient shall at all times maintain strict confidentiality with regard to the Super Audio CD Standard Specifications and any other information received from Philips or any of Philips Associated Companies in connection with the Super Audio CD System and (i) shall not disclose same or any part thereof to any third party (including Recipient s Associated Companies); and (ii) shall not use the Super Audio CD Standard Specifications and any other information received from Philips or any of Philips Associated Companies, in connection with the Super Audio CD Standard Specifications except for the Authorized Purpose. 6.2 The obligations set out in Clause 6.1 shall not apply to the extent information, as can be proven by Recipient with written evidence to Philips satisfaction, (a) was known to Recipient prior to the date such information was acquired from Philips; (b) is or has become part of the public domain through no fault of Recipient; (c) was or is received from a third party who was under no confidentiality obligation. In protecting the information acquired under this Agreement from Philips or any of Philips Associated Companies, Recipient shall take all necessary measures, including but not limited to measures requiring its present and future employees to give suitable undertakings of secrecy both for the period of their employment and thereafter, and shall protect such information in the same manner and with the same degree of care (but no less than a reasonable degree of care) as Recipient applies to its own information of a confidential nature.
4 7 No Assignment 7.1 This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective assignees. It may not be assigned in whole or in part by Recipient without the prior written consent of Philips. 8 Term and Termination 8.1 This Agreement shall enter into force on the Effective Date and shall remain in force for a period of 3 years thereafter, unless terminated earlier in accordance with the provisions of this Clause 8. 8.2 Each party may terminate this Agreement at any time by means of a written notice to the other party in the event that the other party fails to perform any obligation under this Agreement and such failure is not remedied within 30 days after receipt of a notice specifying the nature of the failure and requiring it to be remedied. Such right of termination shall not be exclusive of any other remedies or means of redress to which the non-defaulting party may be lawfully entitled and all such remedies shall be cumulative. 8.3 Without prejudice to the provisions of Clause 8.2, Philips may terminate this Agreement forthwith by means of a written notice to Recipient in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Recipient, or in the event that Recipient makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any bankruptcy or insolvency law. 8.4 Upon the expiry or early termination of this Agreement, Recipient shall promptly return to Philips the Super Audio CD Standard Specifications and all information received hereunder from Philips or any of Philips Associated Companies, not retaining any copies thereof. 8.5 The obligations and undertakings set forth in Clause 2.2 and Clause 6 shall survive the expiry or early termination of this Agreement. 9 Miscellaneous 9.1 The parties acknowledge and agree that a breach or a threatened breach of this Agreement by Recipient may cause not only financial harm, but also irreparable harm to Philips and Sony and that monetary damages may not provide an adequate remedy. In the event of a breach or threatened breach of this Agreement by Recipient, Philips and Sony shall, in addition to any other rights and remedies they may have, in law or in equity, be entitled to an injunction restraining temporarily or permanently, Recipient from disclosing or using in whole or in part, the Super Audio CD Standard Specifications and any other confidential information.
5 9.2 This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges all prior discussions between them. No variation of this Agreement shall be binding upon either party unless made in writing and signed by an authorised representative of each of the parties hereto. 9.3 Neither the failure nor the delay of either party to enforce any provision of this Agreement shall constitute a waiver of such provision or of the right of either party to enforce each and every provision of this Agreement. 9.4 Any notice or request required under this Agreement to be sent by either party shall be given in writing by means of a letter, facsimile or electronic mail directed: in respect of Recipient, to: and, in respect of Philips, to: Koninklijke Philips N.V. c/o Philips Intellectual Property & Standards - Legal Department Building HTC 5 P.O. Box 220 5600 AE Eindhoven The Netherlands Fax: +31 40 2743489 or to such other address as may have been previously specified in writing by either party to the other. 9.5 This Agreement shall be governed by and construed in accordance with the laws of The Netherlands. Any dispute between the parties hereto in connection with this Agreement (including any question regarding its existence, validity or termination) shall be submitted to the competent courts of The Hague, The Netherlands, provided always that, in case Philips is the plaintiff, Philips may, at its sole discretion, submit any such dispute to either the competent courts in the venue of Recipient s registered office or to any of the competent courts in any place where a breach under this Agreement occurs or threatens to occur. Recipient hereby irrevocably waives any objection to the jurisdiction, process and venue of any such court and to the effectiveness, execution and enforcement of any order or judgement (including, but not limited to, a default judgement) of any such court in relation to this Agreement, to the maximum extent permitted by the law of any jurisdiction, the laws of which might be claimed to be applicable regarding the effectiveness, enforcement or execution of such order or judgement.
6 AS WITNESS, the parties hereto have caused this agreement to be signed on the date first written above. KONINKLIJKE PHILIPS N.V. [RECIPIENT] Name: Title: Name: Title:
7 Annex I List of technical documents relating to the Super Audio CD System Technical Document Classification Super Audio CD Agreement which gives access to this document Part I: Physical Specification Confidential All SACD Agreements, and the Information Agreement Part II: Audio Specification Confidential All SACD Agreements, and the Information Agreement Part III General: Copy Protection Specification Confidential All SACD Agreements, and the Information Agreement