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 The  Honorable  Michael  K.  Powell  December  19,  2002 
 2 
 agreement,  embracing  a  range  of  regulatory  recommendations  and  private  sector  technical,  licensing,  and  customer  support  regimes,  should  put  us  on  a  clear  path  and  schedule  to  meeting 
 this  challenge. 
 With  the  encouragement  of  Commission  officials  such  as  yourself,  the  other  Commissioners,  Media  Bureau  Chief  Ferree,  DTV  Task  Force  Chair  Chessen  and  other 
 Commission  staff,  as  well  as  Congressional  leaders  such  as  Chairman  Tauzin,  Chairman  Upton  and  Ranking  Members  Dingell  and  Markey  and  their  staffs  and  Senators  McCain  and  Hollings, 
 senior  executives  of  cable  multiple  system  operators  (  MSOs)  and  consumer  electronics  (  CE)  manufacturers  have  engaged  in  five  months  of  extensive  negotiations  to  resolve  questions  and 
 concerns  regarding  the  interoperability  of  cable  systems  and  consumer  electronics  equipment,  particularly  (but  not  exclusively)  DTV  receivers  with  integrated  set-  top  functionality. 

 You  have  described  some  of  the  key  issues  that  needed  resolution  as  business  issues.  We  share  your  belief  that  voluntary  inter-  industry  commercial  agreements  are  generally 
 preferable  to  government  regulation.  Therefore,  our  voluntary,  private  sector  agreements  about  standards,  testing,  interoperability,  and  consumer  support  are  at  the  core  of  our  "package."  These 
 agreements,  however,  assume  and  depend  upon  implementation  by  the  Commission  of  certain  regulations  that  we  recommend.  Accordingly,  we  have  drafted  and  enclosed  a  set  of  documents 
 that  include  draft  regulations.  Clearly  these  are  in  the  Commission's  purview.  However,  we  consider  the  joint  agreements  embodied  in  these  recommendations  for  regulations  to  be  essential 
 elements  of  the  mutual  understandings  we  have  achieved. 
 The  enclosed  documents  include  jointly  recommended  draft  regulations.  The  regulations  would  provide  that  cable  operators,  in  digital  cable  systems  of  750  MHz  or  greater  activated 
 channel  capacity,  shall  provision  their  systems  to  support  the  plug  and  play  operation  of  Unidirectional  Digital  Cable  Products.  Cable  operators  must  support  devices  with  the  POD-Host 
 Interface  built  to  SCTE  standards,  supply  compatible  separate  security  POD  modules  to  customers,  and  upon  their  request,  HD  set-  top  boxes  with  IEEE  1394  digital  connectors.  The 
 proposed  regulations  also  provide  that  products,  including  DTV  receivers,  that  are  labeled  or  marketed  as  able  to  connect  directly  to  digital  cable  systems  shall  meet  certain  criteria.  In 
 particular,  those  HDTVs  that  bear  the  specified  labels,  or  are  otherwise  marketed  as  cable  ready,  cable  compatible,  or  as  accepting  a  POD,  or  otherwise  convey  the  impression  that  the 
 device  is  fully  compatible  with  digital  cable  service,  must  include  DVI/  HDCP  or  HDMI/  HDCP  secure  digital  connectors  on  a  phased-  in  basis.  The  labeling/  marketing  regime 
 would  also  ensure  that  manufacturers  will  self-  certify  their  products  under  a  test  suite  to  be  developed  jointly  by  manufacturers  and  cable  operators,  which  will  include  tests  specifically 
 aimed  to  prevent  harm  to  the  cable  network.  As  part  of  the  self-  certification  process,  a  manufacturers  first  digital  television  product  will  be  submitted  for  interoperability  testing.  A 
 manufacturers  first  non-  television  product  will  be  submitted  for  testing  with  regard  to  harm  to  the  network  unless  such  manufacturer  has  previously  completed  testing  for  a  digital  television 
 product. 
2
 The  Honorable  Michael  K.  Powell  December  19,  2002 
 3 
 Also  enclosed  is  a  joint  regulatory  recommendation  related  to  copy  protection  issues,  including  encoding  rules.  This  recommendation  provides  for  encoding  rules  modeled 
 generally  on  those  of  Section  1201(  k)  of  the  Digital  Millennium  Copyright  Act  of  1998  (  DMCA)  and  the  existing  license  for  DTCP  technology,  including  provisions  for  new 
 business  models,  and  that  would  apply  to  content  delivered  by  all  Multichannel  Video  Program  Distributors  (  MVPDs),  including  cable.  The  rules  include  a  ban  on  the  use  of  selectable 
 output  control  technology  by  all  MVPDs,  and  the  parties  agreement  is  contingent  on  FCC  adoption  of  such  rules.  With  the  exception  of  unencrypted  broadcast  television,  the  proposed 
 rules  do  not  address  down-  resolution  of  programming.  However,  the  lack  of  such  a  provision  should  not  be  construed  as  an  indication  that  down-  resolution  should  or  should  not  be  permitted, 
 but  rather  that  the  Commission  should  resolve  this  issue. 
 We  are  also  attaching,  for  informational  purposes  only,  a  patent  license  for  the  DFAST  patent  technology  that  ensures  secure  receipt  of  certain  programming  scrambled  by  local  cable 
 operators.  Use  of  this  technology  in  the  PODs  provided  by  the  operators,  and  in  the  DTV  receivers  and  other  products  made  by  consumer  electronics  manufacturers,  is  a  key  to  plug  and 
 play  compatibility  on  a  nationally  portable  basis.  The  DFAST  license  is  contingent  upon  implementation  by  the  FCC  of  the  attached  regulatory  recommendations,  and  the  undertakings  of 
 the  parties  as  described  in  the  enclosed  Memorandum  of  Understanding.  We  are  not  seeking  any  FCC  action  on  the  terms  of  this  license. 

 This  agreement  is  a  comprehensive  package,  reflecting  compromises  by  all  of  the  parties,  with  the  goal  of  each  industry  being  to  provide  the  American  consumer  with  innovative  and 
 valuable  digital  products  and  services.  As  a  result,  our  mutual  support  for  this  agreement  rests  on  the  recognition  that  all  elements  of  it  are  essential.  Our  proposed  regulations  address  a  number  of 
 essential  technical  issues,  and  are  complemented  by  our  commitments  with  respect  to  testing,  interoperability,  the  DFAST  technology  license  agreement,  labeling,  and  customer  support. 
 Therefore  our  mutual,  private  sector  undertakings,  described  in  the  attached  Memorandum  of  Understanding,  are  contingent  on  the  adoption  of  FCC  rules  as  described  above. 

 Mr.  Chairman,  we  applaud  the  leadership  that  you,  the  other  Commissioners,  and  Congressional  leaders  have  shown  in  guiding  the  many  industries  with  a  stake  in  the  digital 
 transition  along  a  path  to,  as  you  put  it,  bring  the  transition  home.  You  have  said  that  pieces  of  the  puzzle  are  starting  to  come  together.  We  hope  the  agreement  we  present  to  you  today  will 
 provide  a  critical  piece  for  that  puzzle  and  will  hasten  the  day  when  all  consumers  can  enjoy  the  benefits  of  the  digital  television  world. 

 Sincerely, 
3
 4 
4
 The  Honorable  Michael  K.  Powell  December  19,  2002 
 Hitachi  America,  Ltd.  JVC  Americas  Corp. 

 By:  By:  Name:  Shigetaka  Hikosaka  Name:  Shigeharu  Tsuchitani 
 Title:  Vice  President  and  Deputy  Title:  Chairman,  President,  C.  E.  O.  General  Manager 

 Mitsubishi  Digital  Electronics  America,  Inc.  Matsushita  Electric  Corp.  of  America  (Panasonic) 

 By:  By:  Name:  Robert  A.  Perry  Name:  Paul  F.  Liao 
 Title:  Vice-  President,  Marketing  Title:  Chief  Technology  Officer 

 Philips  Consumer  Electronics  North  America,  Pioneer  North  America,  Inc.  a  division  of  Philips  Electronics  North  America 
 Corporation 

 By:  By:  Name:  Thomas  M.  Hafner  Name:  Yuichiro  Takayanagi 
 Title:  Vice  President  and  General  Counsel  Title:  Senior  Vice  President  -  Business  Relations  & 
 Intellectual  Property 

 5 
5
 The  Honorable  Michael  K.  Powell  December  19,  2002 
 Runco  International,  Inc.  Samsung  Electronics  Corporation 

 By:  By:  Name:  Sam  Runco  Name:  Frank  Romeo 
 Title:  CEO  Title:  Director,  DTV  Business  Development 

 Sharp  Electronics  Corporation  Sony  Electronics  Inc. 

 By:  By:  Name:  Rick  B.  Calacci  Name:  Frank  M.  Lesher 
 Title:  Senior  Vice  President  &  Group  Title:  Executive  Vice  President,  General  Manager,  Consumer  Law,  External  Affairs 
 Electronics  Group  and  Intellectual  Property 

 Thomson  Toshiba  America  Consumer  Electronics,  Inc. 

 By:  By:  Name:  Dave  Arland  Name:  Toru  Uchiike 
 Title:  Director,  Worldwide  Public  &  Title:  President  &  C.  E.  O.  Trade  Relations,  Consumer  Products 

 Yamaha  Electronics  Corporation,  USA  Zenith  Electronics  Corporation 

 By:  By:  Name:  Bart  Greenberg  Name:  John  I.  Taylor 
 Title:  National  Sales  Manager    Title:  Corporate  Vice  President  Video  Products 

 6 
6
 The  Honorable  Michael  K.  Powell  December  19,  2002 
 7 
 cc:  Commissioner  Kathleen  Q.  Abernathy  Commissioner  Michael  J.  Copps 
 Commissioner  Kevin  J.  Martin  Commissioner  Jonathan  S.  Adelstein 
 Susan  Eid,  Legal  Advisor  to  Chairman  Powell  Stacy  Robinson,  Legal  Advisor  to  Commissioner  Abernathy 
 Alexis  Johns,  Legal  Advisor  to  Commissioner  Copps  Catherine  Bohigian,  Legal  Advisor  to  Commissioner  Martin 
 Sarah  Whitesell,  Legal  Advisor  to  Commissioner  Adelstein  W.  Kenneth  Ferree,  Chief,  Media  Bureau 
 Rick  Chessen,  Associate  Bureau  Chief,  Media  Bureau  Thomas  Horan,  Legal  Advisor  to  Chief,  Media  Bureau 
 William  Johnson,  Deputy  Chief,  Media  Bureau  Deborah  Klein,  Chief  of  Staff,  Media  Bureau 
 Mary  Beth  Murphy,  Division  Chief,  Policy  Division,  Media  Bureau  Steve  Broeckhart,  Deputy  Chief,  Policy  Division,  Media  Bureau 
 John  Wong,  Division  Chief,  Engineering  Division,  Media  Bureau  Michael  Lance,  Deputy  Chief,  Engineering  Division,  Media  Bureau 
 Robert  Pepper,  Chief,  Office  of  Plans  and  Policy  Amy  Nathan,  Senior  Legal  Counsel,  Office  of  Plans  and  Policy 
 Jonathan  Levy,  Deputy  Chief  Economist,  Office  of  Plans  and  Policy  Bruce  Franca,  Deputy  Chief,  Office  of  Engineering  and  Technology 
 Susan  Mort,  Attorney  Advisor,  Media  Bureau  Marlene  H.  Dortch,  Secretary  (for  inclusion  in  CS  Docket  No.  97-  80  and  PP  Docket  No. 
 00-  67)  Hon.  W.  J.  Billy  Tauzin 
 Hon.  Fred  Upton  Hon.  John  D.  Dingell 
 Hon.  Edward  J.  Markey  Hon.  John  McCain 
 Hon.  Ernest  F.  Hollings 
 Attachments: 
 Memorandum  of  Understanding  DFAST  Technology  License  Agreement 
 Recommended  Regulations  to  Ensure  Compatibility  Recommended  Regulations,  Encoding  Rules 
 February  2000  NCTA/  CEA  PSIP  Agreement 
7
 1 
 December  12,  2002 
 Memorandum  of  Understanding  Among  Cable  MSOs  and  Consumer  Electronics  Manufacturers 
 This  Memorandum  of  Understanding  sets  forth  the  basic  principles  which  are  incorporated  into  final  documentation  for  private  sector  undertakings,  for  submission  to  the  FCC  including 
 recommendations  to  be  used  in  a  rulemaking  process  and,  as  necessary,  for  submission  to  Congress  for  appropriate  implementation. 

 1.  Executive  Summary: 
 1.1.  As  the  result  of  a  series  of  meetings  among  the  Parties  (Cable  Multiple  System  Operators  (  MSOs),  Consumer  Electronics  Manufacturers  (  CE  Manufacturers)  and 
 the  Consumer  Electronics  Association  (  CEA)),  facilitated  by  the  National  Cable  &  Telecommunications  Association  (  NCTA)  and  CEA,  this  Memorandum  of 
 Understanding  (  MOU)  has  been  reached  which  summarizes  the  framework  for  the  set  of  documents  to  be  submitted  to  the  FCC  including  recommendations  to  be  implemented 
 as  regulations  and,  as  necessary,  to  Congress  for  appropriate  implementation.  Some  of  the  elements  of  this  understanding  are  private  sector  undertakings. 

 1.2.  No  conditions  or  obligations  will  be  placed  on  the  Parties  except  for  those  which  are  explicitly  called  for  in  this  MOU. 
 1.3.  This  MOU  constitutes  a  system  that  necessarily  relies  on  all  its  parts  to  provide  consumers  with  solutions  to  cable  and  CE  issues  affecting  digital  television.  Should  any 
 part  of  this  MOU  not  be  implemented  as  proposed,  or  if  additional  obligations  are  imposed  on  a  Party,  each  of  the  Parties  reserves  its  right  to  withdraw  support  for  any 
 implementation. 
 1.4.  This  MOU  primarily  addresses  --  and  the  final  agreed-  upon  documentation  primarily  addresses  --  Unidirectional  Digital  Cable  Products,  i.  e.,  unidirectional  (  one-  way) 
 DTV  products,  although  further  discussions  will  be  held  to  address  Advanced  Interactive  Digital  Cable  Products,  i.  e.,  interactive,  two-  way,  DTV  products.  These 
 Unidirectional  Digital  Cable  Products  may  be  televisions,  set-  top-  boxes,  recording  devices,  and  other  devices  without  limitation. 

 1.5.  The  Parties  agree  to  jointly  submit  and  support  consensus  proposals  arising  out  of  this  MOU  for  implementation  by  FCC  regulations  and,  as  necessary,  for  implementation  by 
 Congress  through  legislation.  The  Parties  will  endeavor  vigorously  to  obtain  the  support  (or  non-  opposition)  of  associations  and  other  groups  for  this  MOU.  The  Parties  agree 
 that  other  provisions  of  this  MOU  may  be  implemented  by  them  without  either  FCC  or  Congressional  involvement. 

 1.6.  This  MOU  does  not  restrict  or  preclude  private  agreements  between  or  among  any  of  the  Parties. 
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 2 
 2.  DFAST  TECHNOLOGY  LICENSE  AGREEMENT 
 2.1.  The  DFAST  Technology  License  Agreement  For  Unidirectional  Digital  Cable  Products  (which  is  enclosed  as  part  of  this  package)  (hereinafter  the  DFAST  License 
 Agreement)  provides  a  license  to  use  the  DFAST  scrambling  technology  for  the  POD-Host  Interface.  It  is  a  standard  commercial  IP  license  for  the  DFAST  technology  for  use 
 in  Unidirectional  Digital  Cable  Products.  It  includes  compliance  and  robustness  rules  that  do  not  impose  on  a  licensee  any  requirement,  either  directly  or  indirectly,  other  than 
 those  that  are  necessary  to  protect  the  security  of  the  POD  interface,  prevent  theft  of  service,  avoid  harm  to  the  cable  network  and  provide  agreed  content  protection 
 consistent  with  the  encoding  rules  proposed  for  adoption  by  the  FCC.  Individual  CE  Manufacturers  may  negotiate  other  licensing  terms  for  such  technology  (such  as  in 
 CableLabs  PHILA)  with  CableLabs.  The  DFAST  License  Agreement  authorizes  the  revocation  of  the  POD  authorization  for  products  which  do  not  adhere  to  the 
 requirements  specified  in  the  license.  The  DFAST  License  Agreement  includes  a  most  favored  nation  clause  under  which  CableLabs  shall  make  available  to  licensees  any 
 license  terms  offered  as  to  DFAST  technology  made  available  to  any  or  all  manufacturers  of  Unidirectional  Digital  Cable  Products  pursuant  to  the  DFAST  License 
 Agreement. 
 2.2.  The  Parties  agree  to  publicly  advocate  the  elimination  of  any  MVPD  device  obligation  to  respond  to  commands  as  to  selectable  output  controls  and  the  observance  of  the  same 
 encoding  rules  as  called  for  herein  in  all  digital  delivery  systems,  including  Satellite  and  Internet  systems.  The  DFAST  License  Agreement  does  not  impose  obligations  to 
 respond  to  selectable  output  control  or  down-  resolution  commands  in  the  operation  or  implementation  of  the  POD  technology  in  the  licensed  devices.  The  compliance 
 obligations  under  the  DFAST  License  Agreement  shall  be  subject  to  the  mutually  supported  encoding  rules  submitted  to  the  FCC  for  implementation.  This  section  also 
 contemplates  that  the  FCC  will  enact  a  prohibition  eliminating  selectable  output  control  for  all  MVPDs.  In  the  interests  of  reaching  agreement,  and  recognizing  that  public 
 policy  changes  to  enact  encoding  rules  and  to  eliminate  selectable  output  control  for  digital  delivery  systems  other  than  MVPDs  may  take  an  extended  period  of  time,  the 
 Parties  agree  that  this  MOU  is  contingent  on  the  enactment  of  encoding  rules  and  elimination  of  selectable  output  controls  for  MVPDs  only. 

 2.3.  The  Parties  have  jointly  developed  proposed  consensus  encoding  rules  that  are  (1)  based  upon  and  generally  consistent  with  the  principles  and  policies  of  Section  1201k  of  the 
 Digital  Millennium  Copyright  Act  of  1998  and  the  DTCP/  5C  license;  and  that  (2)  contain  a  process  providing  for  the  launch  of  new  business  models,  subject  to  review  by 
 the  FCC.  These  encoding  rules  are  included  with  this  package  for  prospective  implementation  by  the  FCC.  The  Parties  have  agreed  that,  while  rules  for  encoding 
 content  that  are  substantially  similar  to  those  embodied  in  the  5C  Agreement  are  acceptable  to  them  for  current  business  models,  the  consensus  encoding  rules  that  the 
 Parties  will  ask  the  FCC  to  adopt  need  to  include  a  process  that  is  different  from  the  5C  process  for  addressing  new  and  as-  yet-  undefined  business  models  and  for  changing  the 
 encoding  rules  for  new  services  within  defined  business  models.  As  a  result,  a  new 
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 3 
 change  method,  and  evaluation  criteria  for  updating  encoding  rules,  are  described  in  the  encoding  rules  proposal  to  the  FCC  that  is  part  of  this  package. 
 2.4.  The  Parties  are  jointly  submitting  and  supporting  a  proposal  for  consensus  encoding  rules  (which  is  enclosed  as  part  of  this  package)  for  implementation  by  FCC  regulations 
 and  are  jointly  submitting  and  will  support  a  proposal  for  consensus  encoding  rules,  as  necessary,  for  implementation  by  Congress  through  legislation,  as  detailed  in  Section 
 2.3. 
 2.5.  The  DFAST  License  Agreement  contains  provisions  allowing  for  liability  for  the  willful  and  bad  faith  failure  to  follow  the  compliance  and  robustness  rules,  however  such 
 liability  will  be  limited  to  avoid  windfall  piling  on  legal  actions,  and  maximum  liability  amounts  are  stated,  and  reasonable.  An  additional  provision  includes 
 mechanisms  to  limit  legal  costs  and  attorneys  fees. 
 2.6.  The  DFAST  License  Agreement  is  to  be  royalty  free,  and  will  require  a  one-  time  license  fee  not  to  exceed  $5,000  for  administration  costs. 

 2.7.  The  DFAST  License  Agreement  does  not  restrict  application  of  the  POD  Host  Interface  and  technology  to  any  product  that  meets  its  requirements.  MSOs  will  not  withhold  or 
 otherwise  limit  the  availability  of  PODs  to  cable  customers  for  any  Unidirectional  Digital  Cable  Product  that  meets  the  requirements  of  the  DFAST  License  Agreement, 
 with  the  exception  that  a  POD  technology  may  sunset  as  provided  for  in  this  MOU.  CE  Manufacturers,  through  confidential  reports  provided  to  and  consolidated  by  CEA,  agree 
 to  provide  CEA  with  confidential  production  forecasts  that  will  be  aggregated  by  CEA  and  thereafter  used  by  CableLabs  to  inform  MSOs  in  advance  of  the  number  of  POD 
 enabled  products  entering  the  marketplace.  CableLabs  will  provide  the  aggregate  unit  volume  reports  from  CEA  to  MSOs  for  their  planning.  MSOs  and  CableLabs  agree  to 
 keep  this  information  confidential  at  all  times.  CE  Manufacturers  agree  to  provide  such  monthly  forecasts  for  a  rolling  five-  month  period  for  five  years  from  the  month  of  self-certification 
 of  the  first  compliant  product.  This  information  will  be  provided  so  that  MSOs  can  anticipate  potential  POD  demand. 

 2.8.  The  DFAST  License  Agreement  does  not  include  within  the  License  any  requirement  for  testing  or  certification  of  compliance.  The  Parties  have  agreed  to  provisions  for 
 interoperability  testing  and  certification  which  are  addressed  in  Section  3.7  of  this  MOU. 
 2.9.  The  DFAST  License  Agreement  contains  a  field-  of-  use  restriction  barring  its  implementation  on  Advanced  Interactive  (two-  way)  Digital  Cable  Products.  This  field-of- 
 use  restriction  will  remain  in  effect  until  December  31,  2005,  and  thereafter  unless  appropriate  regulations  and  legislation  are  then  in  effect  that  subject  all  MVPDs 
 (including  DBS),  telephone  and  DSL  providers,  Internet  and  other  competing  technologies  for  the  distribution  of  video  to  the  same  encoding  rules  (including  rules 
 applicable  to  the  use  of  selectable  output  controls  and  down-  resolution).  It  is  further  agreed  that  should  a  CE  Manufacturer  reach  a  separate  DFAST  License  Agreement 
 which  eliminates  this  field-  of-  use  restriction,  such  agreement  will  be  open  to  any  CE  Manufacturer  under  the  Most  Favored  Nations  (MFN)  clause,  and  any  changes  in  such 
 an  agreement  will  also  flow  to  CE  Manufacturers  who  desire  it  under  the  same  MFN 
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 4 
 clause.  If  the  Parties  are  unable  to  reach  agreement  on  requirements  for  Advanced  Interactive  (two-  way)  Digital  Cable  Products  by  December  31,  2005,  then  any  Party  may 
 pursue  independent  solutions  from  the  FCC  and  Congress. 

 3.  Unidirectional  Digital  Cable  n  (n  =  TV,  Tuner,  etc)  Product  Definition  (This  is  a  one-  way  cable  product) 
 3.1.  The  Parties  will  agree  upon  a  recognized  proposed  primary  term  for  the  products  addressed  in  this  MOU.  The  Parties  agree  that  application  of  this  term  to  the  product, 
 packaging  and  related  materials  is  voluntary,  but  the  Parties  are  encouraged  to  use  this  name  to  promote  consumer  awareness. 

 3.2.  The  Parties  will  agree  upon  a  recognized  proposed  supplementary  term  for  the  products  defined  below,  which  are  additionally  equipped  with  a  secure  digital  interface  (as 
 specified  in  Section  3.6  below).  The  Parties  agree  that  application  of  this  term  to  the  product,  packaging  and  related  materials  is  voluntary,  but  the  Parties  are  encouraged  to 
 use  this  name  to  promote  consumer  awareness.  When  used,  this  term  should  be  used  in  context  with  the  primary  term  to  avoid  consumer  confusion. 

 3.3.  The  Parties  agree  to  not  trademark  either  of  the  above  terms,  thus  agreeing  to  not  exercise  any  control  over  their  application  and  use,  or  may  agree  to  jointly  trademark 
 these  terms  without  compensation  and  therefore  ensure  via  license  terms  that  these  terms  are  only  used  to  describe  products  defined  herein.  Should  any  Party  already  own  a 
 trademark  or  other  legal  right  to  the  above  terms,  it  agrees  to  drop  all  claims  to  such  rights,  provided  that  such  Party  consents  to  have  the  term  in  which  it  owns  a  trademark 
 or  other  legal  right  used  as  the  aforementioned  term. 
 3.4.  Cable  Services  Accessed  (Minimum): 
 3.4.1.  Analog  and  Digital  Services  in-  the-  clear  (including  basic  and  tiered  cable  services)  3.4.2.  Scrambled  digital  services  via  POD  CA  system  (including  basic,  tiered  and  premium 
 cable  services)  3.4.3.  Call-  ahead  pay-  per-  view  (PPV)  if  supported  by  cable  operator. 
 3.4.4.  Channel  Navigation  using  channel  map  and  associated  text  label  from  cable  network.  3.4.5.  These  products  do  not  access  video-  on  demand  (VOD) 
 3.4.6.  These  products  do  not  access  impulse  pay-  per-  view  (IPPV).  3.4.7.  These  products  do  not  utilize  the  return  path  of  the  cable  system. 
 3.4.8.  These  products  do  not  use  MSO  provisioned  EPG  program  schedule  information  from  the  cable  network.  In  this  respect,  MSO  provisioned  EPG  program  schedule 
 information  does  not  include  PSIP  data  provided  under  the  terms  of  the  February  2000  NCTA/  CEA  PSIP  agreement. 
 3.4.9.  These  products  can  receive  PSIP  data  in-  band  pursuant  to  the  terms  of  the  February  2000  PSIP  agreement. 
 3.4.10.  Certain  products  (described  in  Section  3.6  below)  will  provide  for  an  interface  for  connection  to  future  advanced  cable  set-  top-  boxes  and  other  products. 
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 3.5.  Summary  Technical  Description 
 3.5.1.  Tune  the  NTSC  analog  channels  that  are  transmitted  in-  the-  clear.  3.5.2.  Tune  digital  channels  that  are  transmitted  in  compliance  with  SCTE  40  2001  as 
 amended  by  DVS/  535  (as  of  10/  29/  02),  including  both  in-  the-  clear  channels  and  channels  that  are  subject  to  conditional  access. 
 3.5.3.  May  navigate  channels  based  upon  (a)  channel  information  (virtual  channel  map  and  source  names)  provided  through  the  cable  system  in  compliance  with  ANSI/  SCTE 
 65  2002  (as  of  10/  29/  02)  (this  is  limited  to  channel  numbers  and  associated  text  labels)  and/  or  (b)  PSIP-  enabled  navigation  (SCTE  54  2002  as  amended  by 
 DVS/  435r4)  (as  of  10/  29/  02).  3.5.4.  Include  the  POD-  Host  Interface,  specified  in  SCTE  28  2001  (as  of  10/  29/  02)  as 
 amended  by  DVS/  519r2  (as  of  11/  05/  02)  and  SCTE  41  2001  as  amended  by  DVS/  301r4  (as  of  10/  29/  02)  or  implementation  of  a  more  advanced  POD-  Host 
 Interface  based  on  successor  standards.  The  use  of  a  successor  POD  is  optional  (except  that  a  POD  subject  to  sunset  as  provided  herein  cannot  be  employed),  but 
 when  available  its  use  is  encouraged.  The  Parties  will  cooperate  in  having  the  POD  specifications  approved  by  an  ANSI-  accredited  standards  setting  organization. 
 3.5.5.  Responds  to  Emergency  Alerts  that  are  transmitted  in  compliance  with  ANSI/  SCTE  54  2002,  as  amended  by  DVS/  435r4  (as  of  10/  29/  02). 

 3.6.  Digital  and  480p  Interfaces  (DVI  and  HDMI,  both  of  which  include  HDCP,  are  considered  interchangeable  at  the  CE  Manufacturers  option): 
 3.6.1.  The  Parties  have  committed  to  recommending  to  the  FCC  a  labeling  regime  as  to  interfaces  that  anticipates  deployment  of  DVI  or  480p  Y,  Pb,  Pr  interfaces.  CE 
 Manufacturers  and  CEA  are  supportive  of  this  recommended  labeling  regime  and  of  the  expectations  of  MSOs  with  respect  to  delivering  services  and  features,  through 
 these  interfaces,  to  consumers  as  a  result  of  the  recommended  package,  including  these  regulations.  Under  the  recommended  labeling  regime,  CE  Manufacturers  shall 
 be  required  to  employ  DVI  or  480P  Y,  Pb,  Pr  interfaces  (as  a  minimum)  as  follows  on  Unidirectional  Digital  Cable  Televisions  (not  other  Unidirectional  Digital  Cable 
 products): 
    480i  grade  televisions    none.     480p  grade  televisions    as  follows  (either  DVI  or  HDMI  with  HDCP,  or  480P 
 Y,  Pb,  Pr  interfaces    CE  Manufacturers  choice):  o  With  screen  sizes  36  inches  and  above  --  50%  of  a  manufacturers  models 
 offered  for  sale  effective  July  1,  2004;  100%  of  such  models  effective  July  1,  2005. 
 o  With  screen  sizes  32  to  35  inches  --  50%  of  a  manufacturers  models  offered 
 for  sale  effective  July  1,  2005;  100%  of  such  models  effective  July  1,  2006.     720p/  1080i  (HD)  grade  televisions    as  follows  (either  DVI  or  HDMI  interfaces  with 

 HDCP    CE  Manufacturers  choice):  o  With  screen  sizes  36  inches  and  above  --  50%  of  a  manufacturers  models 
 offered  for  sale  effective  July  1,  2004;  100%  of  such  models  effective  July  1,  2005. 
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 o  With  screen  sizes  25  to  35  inches  --  50%  of  a  manufacturers  models  offered 
 for  sale  effective  July  1,  2005;  100%  of  such  models  effective  July  1,  2006.  o  With  screen  sizes  13  to  24  inches    100%  of  a  manufacturers  models  offered 

 for  sale  effective  July  1,  2007. 
    As  to  the  above,  screen  sizes  are  to  be  measured  diagonally  across  the  picture  viewing  area.  These  screen  sizes  are  stated  in  the  dimensions  applied  to  screen  sizes 
 with  a  traditional  4:  3  aspect  ratio.  When  applied  to  different  aspect  ratios,  the  applicable  screen  size  is  determined  by  the  vertical  measurement.  For  example,  the 
 requirements  for  a  13  screen  size  with  a  4:  3  aspect  ratio  apply  to  a  DTV  receiver  with  a  7.8  vertical  measurement  and  a  16:  9  aspect  ratio. 

 3.6.2  MSO  Commitments: 
 3.6.2.1  Under  the  recommended  FCC  regulations,  the  following  will  apply  to  MSOs.  Effective  July  1,  2005,  when  provisioning  HD  set-  top-  boxes  (STB),  MSOs 
 must  include  both  DVI/  HDMI  with  copy  protection  and  IEEE  1394  with  copy  protection  (including  software  support)  as  described  in  Section  3.8. 
 Effective  December  31,  2003,  upon  request  of  a  customer,  MSOs  will  replace  any  leased  high  definition  set-  top  box,  which  does  not  include  a  functional 
 IEEE  1394  interface,  with  one  that  includes  a  functional  IEEE  1394  interface  or  upgrade  the  customers  set-  top  box  by  download  or  other  means  to  ensure 
 that  the  IEEE  1394  interface  is  functional.  If  the  consumer  has  a  HD  STB  with  DVI,  but  not  1394,  and  does  not  want  a  box  with  a  1394  interface,  the 
 customer  may  retain  his  current  STB.  MSOs  need  not  exchange  a  deployed  STB  unless  the  consumer  wants  one  with  a  1394  interface.  MSOs  will 
 replace  any  deployed  HD  STB  with  a  DVI  connector  with  one  with  DVI  and  1394. 

 3.6.2.2  With  regard  to  the  replacement  of  a  deployed  HD  STB  with  DVI  for  one  with  DVI  and  1394,  the  STB  will  be  provided  at  no  additional  cost  to  customer  if 
 customer  requests  it.  The  MSO  may  charge,  as  appropriate,  for  delivery  and  installation  of  the  new  STB. 

 3.6.3  To  allow  for  future  flexibility,  subject  to  joint  approval  of  the  Parties  (and  the  FCC  if,  as  proposed,  the  CE  Manufacturers  obligation  to  include  digital  interfaces  is 
 embodied  in  regulation  or  legislation),  future  secure  digital  interfaces  may  be  substituted  for  those  detailed  above. 

 3.6.4  CE  Manufacturers  shall  provide  in  appropriate  post-  sale  material  that  describes  the  features  and  functionality  of  the  product,  such  as  the  owners  guide,  the  following 
 language:  This  digital  television  is  capable  of  receiving  basic  analog,  digital  basic  and  digital  premium  cable  television  programming  by  direct  connection  to  a  cable 
 system  providing  such  programming.  A  security  card  provided  by  your  cable  operator  is  required  to  view  encrypted  digital  programming.  Certain  advanced 
 interactive  digital  cable  services  such  as  video-  on-  demand,  cable  operator  enhanced  program  guide,  and  data  enhanced  television  service  may  require  the  use  of  a  set  top 
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 box.  For  more  information  contact  your  local  cable  operator.  This  notification  information  is  to  be  made  available  in  various  product  owners  guides  and  technical 
 references.  It  is  specifically  agreed  that  CE  Manufacturers  need  not  provide  retail  or  pre-  sales  consumer  notification  information  and  that  such  notification  information 
 need  only  be  consumer  post-  sales  in  nature.  CE  Manufacturers  will  agree  to  an  owners  guide  index  reference  to  Digital  Cable  Compatibility,  leading  the 
 consumer  to  the  information  in  the  owners  guide  or  technical  reference  material. 
 3.7.  Interoperability  Testing  and  Certification  Requirements: 
 The  Parties  will  jointly  develop  and  mutually  agree  to  a  Test  Suite  for  Unidirectional  Digital  Cable  Product  prototype  testing  by  January  31,  2003. 

 Each  CE  Manufacturer  will  bring  a  prototype  of  its  first  POD-  enabled  Unidirectional  Digital  Cable  Television  to  CableLabs  or  to  an  appropriately  qualified  third-  party  test 
 facility  to  execute  the  Test  Suite.  CE  Manufacturers  shall  remedy  all  Critical  Test  failures  and  retest  at  CableLabs  or  an  appropriately  qualified  third-  party  test  facility.  CE 
 Manufacturers  may  independently  determine  how  to  remedy  Non-  critical  Test  failures  and  may  remedy  them  without  retesting  of  the  product  at  CableLabs  or  an  appropriately 
 qualified  third-  party  test  facility.  CE  Manufacturers  shall  submit  First  Prototype  Test  Suite  Results  and  Self-  Certification  Documentation  to  CableLabs.  For  POD-  enabled 
 Unidirectional  Digital  Cable  Televisions  developed  after  the  first  model,  CE  Manufacturers  will  submit  Self-  Certification  Documentation  to  CableLabs. 

 If  the  CE  Manufacturers  first  model  is  not  a  Television,  the  CE  Manufacturer  will  bring  a  prototype  of  said  model  to  CableLabs  or  an  appropriately  qualified  third-  party  test 
 facility  to  execute  the  Test  Suite.  CE  Manufacturers  shall  remedy  all  Harm  Prevention  Test  failures  and  retest  at  CableLabs  or  an  appropriately  qualified  third-  party  test 
 facility.  CE  Manufacturers  may  independently  determine  how  to  remedy  all  other  test  failures  and  may  remedy  them  without  retesting  of  the  product  at  CableLabs  or  an 
 appropriately  qualified  third-  party  test  facility.  CE  Manufacturers  shall  submit  Harm  Prevention  Test  Results  and  Self-  Certification  Documentation  to  CableLabs. 

 After  delivering  Self-  Certification  Documentation  and  First  Prototype  Test  Suite  Results  for  a  first  prototype  Unidirectional  Digital  Cable  Television,  CE  Manufacturers  have  no 
 further  obligation  to  test  at  CableLabs  or  third-  party  test  facilities.  It  is  envisioned  that  manufacturers  will  be  issued  POD  technology  secrets  in  bulk  under  logistics  to  be 
 determined  by  the  Parties,  for  both  pre-  production  testing  and  mass  production,  and  can  begin  applying  these  secrets  to  POD-  enabled  televisions  upon  issuance  of  the  Self-Certification 
 Documentation.  The  requirements  for  interoperability  and  self-  certification  have  been  developed  and  are  part  of  the  technical  regulations  recommended  for  FCC 
 adoption.  CE  Manufacturers  agree  that  all  Unidirectional  Digital  Cable  Products  shall  meet  the  interoperability  and  self-  certification  requirements  set  forth  in  such  technical 
 regulations  (which  are  enclosed  as  part  of  this  package),  or  CE  Manufacturers  will  lose  their  right  to  receive  keys  for  the  non-  compliant  product.  CE  Manufacturers  will,  upon 
 reasonable  request  and  subject  to  a  mutually  agreeable  non-  disclosure  agreement,  provide  summary  reporting  to  CableLabs  of  the  identification  of  Host  IDs  and  secrets 
 with  particular  POD  unit  assemblies  and  such  additional  information  as  will  reasonably 
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 allow  CableLabs  and  Cable  Operators  (through  CableLabs),  based  upon  the  Host  ID  of  a  Unidirectional  Digital  Cable  device,  to  identify  other  similar  devices  by  model  or 
 production  lot  reporting.  CE  Manufacturers  will  cooperate  with  CableLabs  in  defining  and  using  numbering  systems  that  will  permit  such  ready  identification.  It  is 
 acknowledged  that  such  reporting  need  not  be  so  detailed  as  to  show  the  application  of  a  specific  secret  to  a  specific  serial  numbered  product. 

 3.8.  Obligations  of  MSOs  (as  specified  in  the  recommended  FCC  regulations  which  are  enclosed  as  part  of  this  package): 
 3.8.1.  MSOs  will  provision  all  digital  cable  systems  in  accordance  with  the  requirements  of  this  section  in  order  to  support  Unidirectional  Digital  Cable  Products,  as  follows. 
 The  requirements  described  below  are  embodied  in  proposed  rules  (which  are  enclosed  as  part  of  this  package)  that  the  Parties  are  submitting  to  the  FCC  for 
 implementation.  3.8.2.  No  later  than  July  1,  2004,  cable  operators  shall  support  Unidirectional  Digital  Cable 
 Products  through  the  provisioning  of  PODs  and  services,  as  follows  3.8.2.1.  Digital  cable  systems  with  an  activated  channel  capacity  of  750  MHz  or 
 greater  shall  comply  with:  3.8.2.1.1.  SCTE  40  2001,  as  amended  by  DVS/  535  (as  of  10/  29/  02),  provided 
 however  that  with  respect  to  Table  B.  11,  the  Phase  Noise  requirement  shall  be  -86  dB/  Hz,  and  also  provided  that  the  transit  delay  for  the 
 most  distant  customer  requirement  in  Table  B.  3  is  not  mandatory.  3.8.2.1.2.  ANSI/  SCTE  65  2002  (as  of  10/  29/  02),  provided  however  that  the 
 referenced  Source  Name  Subtable  shall  be  provided  for  Profiles  1,  2,  and  3. 
 3.8.2.1.3.  ANSI/  SCTE  54  2002,  as  amended  by  DVS/  435r4  (as  of  10/  29/  02).  3.8.2.1.4.  Without  limiting  the  above  requirements,  cable  operators  shall  also 
 implement  the  terms  of  the  Feb.  2000  NCTA/  CEA  PSIP  agreement  (which  is  enclosed  as  part  of  this  package). 
 3.8.2.2.  All  digital  cable  systems  shall  comply  with:  3.8.2.2.1.  ANSI/  SCTE  28  2001,  as  revised  by  DVS/  519r2  (as  of  11/  05/  02). 
 3.8.2.2.2.  ANSI/  SCTE  41  2001,  as  amended  by  DVS/  301r4  (as  of  10/  29/  02).  3.8.3.  MSOs  shall: 
 3.8.3.1.  Effective  December  31,  2003,  upon  request  of  a  customer,  replace  any  leased  high  definition  set-  top  box,  which  does  not  include  a  functional  IEEE  1394 
 interface,  with  one  that  includes  a  functional  IEEE  1394  interface  or  upgrade  the  customers  set-  top  box  by  download  or  other  means  to  ensure  that  the 
 IEEE  1394  interface  is  functional.  3.8.3.2.  Effective  July  1,  2005,  include  both  a  DVI  or  HDMI  interface  and  an  IEEE 
 1394  interface  on  all  high-  definition  set-  top  boxes  acquired  by  a  cable  operator  for  distribution  to  customers. 
 3.8.3.3.  Ensure  that  these  cable  operator-  provided  High  Definition  Set-  top  boxes  shall  comply  with  ANSI/  SCTE  26  2001  (as  of  10/  29/  02)  with  transmission  of  bit-mapped 
 graphics  (EIA-  799)  optional,  and  shall  support  the  CEA-  931-  A  PASS  THROUGH  control  commands:  tune  function,  mute  function,  and 
 restore  volume  function.  In  addition  these  boxes  shall  support  the  POWER  control  commands  (power  on,  power  off,  and  status  inquiry)  defined  in  A/  VC 
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 Digital  Interface  Command  Set  General  Specification  Version  4.0  (as  referenced  in  ANSI/  SCTE  26  2001). 
 3.8.3.4.  After  July  1,  2004,  provide  PODs  to  consumers  coincident  to  CE  Manufacturers  product  roll-  outs,  in  sufficient  quantity  and  convenience  to 
 ensure  access  for  consumers.  PODs  that  are  more  advanced  than  the  ANSI  standard  may  be  provided  as  long  as  these  PODs  do  not  impact  services  and 
 features  available  from  existing  PODs  and  are  fully  interoperable. 
 3.9  Additional  MSO  commitments: 
 3.9.1  MSOs  will  offer  to  educate  local  retailers  regarding  the  capability  of  the  local  cable  system  to  support  Unidirectional  Digital  Cable  Products. 

 3.9.2  MSOs  will  offer  to  provide  a  digital  set-  top  box  to  the  consumer  if  the  Unidirectional  Digital  Cable  Product  does  not  work  because  the  local  cable  system  does  not  support 
 Unidirectional  Digital  Cable  Products. 
 3.9.3  MSOs  will  update  Go2Broadband  and  develop  a  means  for  both  CEA  and  CE  Manufacturers  to  get  access  to  Go2Broadband  to  identify  systems  that  support 
 Unidirectional  Digital  Cable  Products  in  the  manner  provided  by  Section  3.8.2.1. 
 3.9.4  MSOs  will  provide  CE  Manufacturers  with  head-  end  configuration  information  and  hardware  profiles  used  in  head-  ends.  In  the  event  that  head-  end  equipment  vendors 
 restrict  access  to  equipment  necessary  for  manufacturer  and  third-  party  testing  organizations,  MSOs  will  use  commercially  reasonable  efforts  to  facilitate  the 
 purchase  of  head-  end  equipment  by  CE  Manufacturers.  Alternatively,  MSOs  will  arrange  for  CableLabs  to  make  its  testing  facilities  (or  optionally  MSO  facilities) 
 available  on  fair,  reasonable,  and  non-  discriminatory  terms. 
 3.10  With  respect  to  encoding  rules,  the  Parties  agree  to  contact  the  DTLA  to  discuss  the  subject  of  potential  infringement  claims  that  could  arise  as  a  result  of  differences  between  the 
 encoding  rule  proposal  contemplated  by  this  MOU  and  the  5C  encoding  rules. 
 3.11  MSOs  and  CE  Manufacturers  acknowledge  that  technology  advances  and  certain  standards  may  need  to  transition  or  sunset.  MSO  and  CE  Manufacturers  will  meet  at  least 
 annually  to  discuss  technology  sunsets,  and  may  submit  recommendations  to  the  FCC  as  part  of  the  biennial  review  process,  or  such  earlier  review  as  may  be  appropriate. 

 3.12  The  design  of  Unidirectional  Digital  Cable  Products  may  not  impose  additional  investment  requirements  on  the  cable  distribution  network,  beyond  MSO  obligations  specified 
 in  this  MOU. 
 3.13  This  agreement  authorizes  the  revocation  of  the  POD  for  products  which  do  not  adhere  to  the  compliance  and  robustness  rules  as  specified  in  the  DFAST  License  Agreement. 
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 4.  Advanced  Interactive  Digital  Cable  n  (n  =  TV,  Tuner,  etc)  Product  Definition  (This  is  a  two-  way  product) 
 Both  MSOs  and  CE  Manufacturers  agree  to  continue  to  work  together  to  create  appropriate  specifications,  technical  descriptions  and  labeling/  information  requirements  for  Advanced 
 Interactive  (two-  way)  Digital  Cable  Products. 
 4.1.  The  Parties  will  agree  upon  a  recognized  term  for  the  advanced  interactive  digital  cable  products  in  summary  form.  The  Parties  will  discuss  whether  there  should  be  a 
 requirement  to  mark  product  in  any  way  with  this  name,  but  both  MSOs  and  CE  Manufacturers  are  encouraged  to  use  this  name  to  promote  consumer  awareness. 

 4.2.  Interoperability  Testing  and  Certification  Requirements:  Because  of  the  complexity  of  this  type  of  product,  CE  Manufacturers  agree  to  a  higher  level  of  compliance,  and  of 
 interoperability  testing,  leading  to  self-  certification;  CE  Manufacturers  will  participate  in  prototype  testing  and  development  of  interoperability  test  suites;  further  details  subject 
 to  continued  discussion. 
 4.3.  Cable  operators  EPG  will  be  provided  for  advanced  interactive  digital  cable  products  via  OCAP  or  its  successor  technology. 

 The  understandings  set  forth  herein  represent  the  understandings  in  principle  of  the  Parties  with  respect  to  the  matters  specified  therein.  The  Parties  acknowledge  that  such  understandings  that 
 have  not  been  reduced  to  agreements  submitted  herewith  will  be  set  forth  in  further  detail  in  subsequent  documents  to  be  negotiated  by  the  Parties.  It  is  understood  that  this  MOU  shall  be 
 construed  only  as  a  memorandum  of  understanding  summarizing  the  discussions  between  the  Parties. 
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 Recommended  Regulations  to  Ensure  Compatibility  Between  Digital  Cable  Systems  and  Unidirectional  Digital  Cable  Products  and  to 
 Provide  for  Appropriate  Labeling  of  Such  Products. 
 Subpart  ___  --  Compatibility  Between  Digital  Cable  Systems  and  Unidirectional  Digital  Cable  Products  and  Labeling. 

   __.___  Support  For  Plug  and  Play  Operation  of  Unidirectional  Digital  Cable  Products  On  Digital  Cable  Systems. 
 (a)  The  requirements  of  this  section  shall  apply  to  digital  cable  systems. 
 (b)  No  later  than  July  1,  2004,  cable  operators  shall  support  Unidirectional  Digital  Cable  Products,  through  the  provisioning  of  PODs  and  services,  as  follows: 

 (1)  Digital  cable  systems  with  an  activated  channel  capacity  of  750  MHz  or  greater  shall  comply  with: 
 (i)  SCTE  40  2001,  as  amended  by  DVS/  535  (as  of  10/  29/  02),  provided  however  that  with  respect  to  Table  B.  11,  the  Phase  Noise 
 requirement  shall  be  -86  dB/  Hz,  and  also  provided  that  the  transit  delay  for  most  distant  customer  requirement  in  Table  B.  3  is  not 
 mandatory. 
 (ii)  ANSI/  SCTE  65  2002  (as  of  10/  29/  02),  provided  however  that  the  referenced  Source  Name  Subtable  shall  be  provided  for  Profiles  1, 
 2,  and  3. 
 (iii)  ANSI/  SCTE  54  2002,  as  amended  by  DVS/  435r4  (as  of  10/  29/  02). 

 (iv)  Without  limiting  the  above  requirements,  cable  operators  shall  also  implement  the  terms  of  the  Feb.  2000  NCTA/  CEA  PSIP 
 agreement,  attached  as  Appendix  A. 
 (2)  All  digital  cable  systems  shall  comply  with: 
 (i)  ANSI/  SCTE  28  2001,  as  amended  by  DVS/  519r2  (as  of  11/  5/  02). 

 (ii)  ANSI/  SCTE  41  2001,  as  amended  by  DVS/  301r4  (as  of  10/  29/  02). 
 (3)  Cable  operators  shall  ensure,  as  to  all  digital  cable  systems,  an  adequate  supply  of  PODs  that  comply  with  the  standards  specified  in  Section 
 (b)(  2)  to  ensure  convenient  access  to  such  PODs  by  customers.  Without  limiting  the  foregoing,  cable  operators  may  provide  more  advanced  PODs 
18
 2 
 (i.  e.,  PODs  that  are  based  on  successor  standards  to  those  specified  in  Section  (b)(  2))  to  customers  whose  Unidirectional  Digital  Cable  Products  are 
 compatible  with  the  more  advanced  PODs. 
 (4)  Cable  Operators  shall: 
 (i)  Effective  December  31,  2003,  upon  request  of  a  customer,  replace  any  leased  high  definition  set-  top  box,  which  does  not  include 
 a  functional  IEEE  1394  interface,  with  one  that  includes  a  functional  IEEE  1394  interface  or  upgrade  the  customers  set-  top  box  by 
 download  or  other  means  to  ensure  that  the  IEEE  1394  interface  is  functional. 

 (ii)  Effective  July  1,  2005,  include  both  a  DVI  or  HDMI  interface  and  an  IEEE  1394  interface  on  all  high  definition  set-  top  boxes 
 acquired  by  a  cable  operator  for  distribution  to  customers. 
 (iii)  Ensure  that  these  cable  operator-  provided  High  Definition  Set-Top  Boxes  shall  comply  with  ANSI/  SCTE  26  2001  (as  of  10/  29/  02) 
 with  transmission  of  bit-  mapped  graphics  (EIA-  799)  optional,  and  shall  support  the  CEA-  931-  A  PASS  THROUGH  control  commands: 
 tune  function,  mute  function,  and  restore  volume  function.  In  addition  these  boxes  shall  support  the  POWER  control  commands  (power  on, 
 power  off,  and  status  inquiry)  defined  in  A/  VC  Digital  Interface  Command  Set  General  Specification  Version  4.0  (as  referenced  in 
 ANSI/  SCTE  26  2001). 
 (5)  The  Commission  will  review  the  standards  in  this  Section  on  a  biennial  basis  to  determine  whether  any  of  the  regulations  adopted  herein 
 shall  sunset  and/  or  be  amended  in  light  of  changes  in  technology  or  other  public  interest  factors. 

   __.___  Unidirectional  Digital  Cable  Products. 
 (a)  The  requirements  of  this  section  shall  apply  to  Unidirectional  Digital  Cable  Products.  Unidirectional  Digital  Cable  Products  are  one-  way  devices  which  include, 
 but  are  not  limited  to  televisions,  set-  top-  boxes  and  recording  devices,  connected  to  digital  cable  systems. 

 (b)  A  Unidirectional  Digital  Cable  Compatible  Television  may  not  be  labeled  or  marketed  as  XXX  [XXX=  Digital  Cable  Compatible  or  an  alternative  term  to  be 
 defined  jointly  at  a  later  date)]  or  otherwise  marketed  as  defined  below,  unless  it  implements  at  a  minimum  the  following  features.  Use  of  a  label  to  mark  the  product 
 physically  is  voluntary.  For  purposes  of  this  section,  marketed  means  using  the  descriptive  terms  specified  in  these  rules,  or  using  terminology  that  describes  the 
 device  as  cable  ready  or  cable  compatible,  marketing  or  otherwise  indicating  the  device  accepts  a  POD  or  that  otherwise  conveys  the  impression  that  the  device  is 
 compatible  with  digital  cable  service. 
19
 3 
 (1)  Tunes  NTSC  analog  channels  that  are  transmitted  in-  the-  clear. 
 (2)  Tunes  digital  channels  that  are  transmitted  in  compliance  with  SCTE  40  2001  as  amended  by  DVS/  535  (as  of  10/  29/  02),  provided,  however,  that 
 with  respect  to  Table  B.  11,  the  phase  noise  requirement  shall  be  86  dB/  Hz  including  both  in-  the-  clear  channels  and  channels  that  are  subject  to 
 conditional  access. 
 (3)  May  navigate  channels  based  on  (i)  channel  information  (virtual  channel  map  and  source  names)  provided  through  the  cable  system  in 
 compliance  with  ANSI/  SCTE  65  2002  (as  of  10/  29/  02)  and/  or  (ii)  PSIP-enabled  navigation  (SCTE  54  2002  as  amended  by  DVS/  435r4  (as  of 
 10/  29/  02). 
 (4)  Includes  the  POD-  Host  Interface  specified  in  SCTE  28  2001  as  amended  by  DVS/  519r2  (as  of  11/  5/  02)  and  SCTE  41  2001  as  amended  by 
 DVS/  301r4  (as  of  10/  29/  02)  or  implementation  of  a  more  advanced  POD-Host  Interface  based  on  successor  standards.  Support  for  IP  flows  is  not 
 required. 
 (5)  Responds  to  Emergency  Alerts  that  are  transmitted  in  compliance  with  ANSI/  SCTE  54  2002,  as  amended  by  DVS/  435r4  (as  of  10/  29/  02). 

 (c)  In  addition  to  the  above  requirements,  a  Unidirectional  Digital  Cable  Compatible  Television  may  not  be  labeled  or  marketed  either  as  [  XXX  or  XXX 
 plus  YYY]  or  otherwise  marketed  as  defined  above,  unless  it  employs  specified  interfaces  at  a  minimum  in  accordance  with  the  following  schedule,  provided 
 however  that  there  is  no  such  obligation  to  incorporate  the  specified  interfaces  until  there  is  federal  regulation  or  enactment  of  a  federal  law  adopting  encoding  rules  and 
 prohibiting  selectable  output  controls. 
 (1)  For  480p  grade  Unidirectional  Digital  Cable  Compatible  Televisions    as  follows  (either  DVI/  HDCP  or  HDMI/  HDCP  interfaces,  or  480p  Y,  Pb,  Pr 
 interfaces): 
 (i)  With  screen  sizes  36  inches  and  above    50%  of  a  manufacturers  models  offered  for  sale  effective  July  1,  2004;  100% 
 of  such  models  effective  July  1,  2005. 
 (ii)  With  screen  sizes  32  to  35  inches    50%  of  a  manufacturers  models  offered  for  sale  effective  July  1,  2005;  100%  of  such  models 
 effective  July  1,  2006. 
 (2)  For  720p/  1080i  (HD)  grade  Unidirectional  Digital  Cable  Compatible  Televisions    as  follows  (either  DVI/  HDCP  or  HDMI/  HDCP  interfaces): 
20
 4 
 (i)  With  screen  sizes  36  inches  and  above    50%  of  a  manufacturers  models  offered  for  sale  effective  July  1,  2004;  100% 
 of  such  models  effective  July  1,  2005. 
 (ii)  With  screen  sizes  25  to  35  inches    50%  of  a  manufacturers  models  offered  for  sale  effective  July  1,  2005;  100%  of  such  models 
 effective  July  1,  2006. 
 (iii)  With  screen  sizes  13  to  24  inches    100%  of  a  manufacturers  models  offered  for  sale  effective  July  1,  2007. 

 (3)  For  purposes  of  this  section,  screen  sizes  are  to  be  measured  diagonally  across  the  picture  viewing  area.  These  screen  sizes  are  stated  in 
 the  dimensions  applied  to  screen  sizes  with  a  traditional  4:  3  aspect  ratio.  When  applied  to  different  aspect  ratios,  the  applicable  screen  size  is 
 determined  by  the  vertical  measurement.  For  example,  the  requirements  for  a  13  screen  size  with  a  4:  3  aspect  ratio  apply  to  a  DTV  receiver  with  a  7.8 
 vertical  measurement  and  a  16:  9  aspect  ratio. 
 (d)  Before  a  manufacturers  first  Unidirectional  Digital  Cable  Compatible  Television  may  be  labeled  or  marketed  (as  the  term  marketed  is  defined  at 
 subsection  ___(  b)  above)  as  [  XXX  or  XXX  plus  YYY,]  a  manufacturer  shall  self-  certify  according  to  the  following  definitions  and  procedures. 

 (1)  Definitions: 
 (i)  Test  Suite  is  the  set  of  tests  jointly  developed  and  mutually  agreed  by  CableLabs  and  CEA  that  can  be  directly  attributed  to  an 
 applicable  normative  requirement  of  one  or  more  of  the  following  standards:  SCTE  28  2001  as  amended  by  DVS/  519r2  (as  of  11/  5/  02), 
 SCTE  41  2001  as  amended  by  DVS/  301r4  (as  of  10/  29/  02),  or  SCTE  40  2001  as  amended  by  DVS/  535  (as  of  10/  29/  02)  or  portions  of  EIA-818D 
 and  DVS/  538  (as  of  10/  29/  02)  that  specifically  address  items  (A)  through  (G)  of  the  definition  of  Critical  Test. 

 (ii)  Critical  Test  is  a  test  in  the  Test  Suite  that  is  essential  to  ensure  the  device  under  test  (A)  can  tune  and  display  (TV  products) 
 scrambled  digital  services  via  the  POD  conditional  access  system,  (B)  will  not  technically  disrupt,  impede  or  impair  delivery  of  services  to 
 cable  subscribers,  (C)  will  not  cause  physical  harm  to  the  cable  network  or  the  POD,  (D)  will  not  facilitate  theft  of  service  or 
 otherwise  interfere  with  reasonable  actions  taken  by  Cable  Operators  to  prevent  theft  of  service,  (E)  will  not  jeopardize  the  security  of  any 
 services  offered  over  the  cable  system,  (F)  will  not  interfere  with  or  disable  the  ability  of  a  Cable  Operator  to  communicate  with  or  disable 
 a  POD  Module  or  to  disable  services  being  transmitted  through  a  POD  Module,  or  (G)  will  not  impede  or  impair  control  of  content 
 protection.  All  other  tests  are  called  Non-  critical  Tests. 
21
 5 
 (iii)  Harm  Prevention  Test  is  a  test  in  the  Test  Suite  that  shall  include  appropriate  portions  of  EIA-  818D  and  DVS  538  (as  of 
 10/  29/  02)  that  specifically  address  items  (B)  through  (G)  of  the  definition  of  Critical  Test. 

 (iv)  Self-  Certification  Documentation  is  an  affirmative  statement  by  the  manufacturer  that  a  Unidirectional  Digital  Cable  Television 
 Product  model  has  been  tested  and  has  passed  the  Test  Suite. 
 (v)  First  Prototype  Test  Suite  Results  are  the  passing  results  of  all  Critical  Tests  in  the  Test  Suite  and  the  results  of  all  tests  in  the  Test 
 Suite  for  the  manufacturers  first  model  of  a  Unidirectional  Digital  Cable  Television. 

 (2)  The  manufacturer  shall  bring  a  prototype  of  its  first  model  Unidirectional  Digital  Cable  Television  Product  to  CableLabs  or  an 
 appropriately  qualified  third-  party  test  facility  to  execute  the  Test  Suite.  Manufacturer  shall  remedy  all  Critical  Test  failures  and  retest  at  CableLabs 
 or  an  appropriately  qualified  third  party  test  facility.  Manufacturer  may  independently  determine  how  to  remedy  Non-  critical  Test  failures  and  may 
 remedy  them  without  retesting  of  the  product  at  CableLabs  or  an  appropriately  qualified  third-  party  test  facility.  Manufacturer  shall  submit 
 First  Prototype  Test  Suite  Results  and  Self-  Certification  Documentation  to  CableLabs. 

 (3)  For  models  of  a  Unidirectional  Digital  Cable  Television  Product  after  the  first  model,  manufacturer  shall  submit  Self-  Certification  Documentation  to 
 CableLabs. 
 (4)  If  the  manufacturers  first  model  Unidirectional  Digital  Cable  Product  is  not  a  Television,  or  if  the  manufacturers  first  model  Unidirectional  Digital 
 Cable  Product  (whether  or  not  it  is  a  Television)  is  placed  onto  the  market  without  being  marketed  (as  the  term  marketed  is  defined  at  subsection 
 ___(  b)  above)  or  labeled  as  XXX  or  XXX  plus  YYY,  the  manufacturer  shall  bring  a  prototype  of  said  model  to  CableLabs  or  an  appropriately 
 qualified  third-  party  test  facility  to  execute  the  Test  Suite.  Manufacturer  shall  remedy  all  Harm  Prevention  Test  failures  and  retest  at  CableLabs  or  an 
 appropriately  qualified  third  party  test  facility.  Manufacturer  may  independently  determine  how  to  remedy  all  other  test  failures  and  may 
 remedy  them  without  retesting  of  the  product  at  CableLabs  or  an  appropriately  qualified  third-  party  test  facility.  Manufacturer  shall  submit 
 Harm  Prevention  Test  Results  and  Self-  Certification  Documentation  to  CableLabs. 

 (5)  After  delivering  Self-  Certification  Documentation  and  First  Prototype  Test  Suite  Results  for  a  first  prototype  Unidirectional  Digital  Cable 
22
 6 
 Television,  manufacturers  have  no  further  requirement  to  test  at  CableLabs  or  third-  party  test  facilities. 
 (e)  Manufacturers  shall  provide  in  appropriate  post-  sale  material  that  describes  the  features  and  functionality  of  the  product,  such  as  the  owners  guide,  the 
 following  language:  This  digital  television  is  capable  of  receiving  analog  basic,  digital  basic  and  digital  premium  cable  television  programming  by  direct  connection 
 to  a  cable  system  providing  such  programming.  A  security  card  provided  by  your  cable  operator  is  required  to  view  encrypted  digital  programming.  Certain  advanced 
 and  interactive  digital  cable  services  such  as  video-  on-  demand,  a  cable  operators  enhanced  program  guide  and  data-  enhanced  television  services  may  require  the  use 
 of  a  set-  top  box.  For  more  information  call  your  local  cable  operator. 
 (f)  The  Commission  will  review  the  standards  in  this  Section  on  a  biennial  basis  to  determine  whether  any  of  the  regulations  adopted  herein  shall  sunset  and/  or  be 
 amended  in  light  of  changes  in  technology  or  other  public  interest  factors. 
23
 1 
 Carriage  of  PSIP  over  Cable  Plants 
 1.  Purpose  and  Scope 
 The  purpose  of  this  paper  is  to  address  issues  related  to  the  carriage  of  PSIP  data  over  cable  plants.  This  paper  represents  an  agreement  between  the  Consumer  Electronics 
 Association  (CEA)  and  the  National  Cable  Television  Association  (NCTA)  on  carriage  of  PSIP  on  cable  in  support  of  consumer  digital  receiving  devices  (digital  receivers) 
 connected  directly  to  the  cable  TV  system.  It  is  also  our  view  that  the  proposal  described  here  represents  an  implementable  solution  that  will  add  value  to  our  collective  customer 
 base.  In  order  to  ensure  that  we  have  agreement  on  the  implementation  of  PSIP,  this  paper  details  the  requisite  conditions  necessary  to  carry  PSIP  on  cable  plants.  Further 
 work  is  needed  on  detailed  aspects  of  the  implementation. 
 Section  2  outlines  a  number  of  technical  requirements  regarding  carriage  of  PSIP  data  on  cable.  Section  3  discusses  implementation  issues  and  outlines  various  scenarios  involved 
 in  cable  signal  distribution  at  cable  headends  and  at  uplink  centers  such  as  HITS  and  Athena. 

 2.  Requirements 
 The  following  requirements  are  based  on  the  availability  of  PSIP  data  from  the  content  provider.  These  requirements  are  aimed  at  the  carriage  of  PSIP  through  the  distribution 
 chain  and  not  its  creation. 
 MSOs  will  require  customers  to  obtain  POD  modules  to  receive  scrambled  digital  services.  For  a  consumer-  owned  digital  receiver  directly  connected  to  the  cable  plant,  we 

 state  the  following  requirements  regarding  PSIP  data: 
 1.  A  map  of  all  available  audio/  video  services  shall  be  made  available  to  the  digital  receiver. 

 a.  Any  given  digital  receiver  may  or  may  not  include  a  functioning  POD  module  at  any  given  time.  Therefore,  if  a  digital  Transport  Stream  (TS)  includes  one 
 or  more  services  carried  in-  the-  clear,  that  TS  shall  include  virtual  channel  data  in-  band  in  the  form  of  ATSC  A/  65  (PSIP)  and  SCTE  DVS-  097  Rev  7  (once  it 
 is  harmonized  with  ATSC  A/  65).  The  in-  band  data  shall  at  minimum  describe  services  carried  within  the  Transport  Stream  carrying  the  PSIP  data  itself. 

 b.  A  virtual  channel  table  shall  be  provided  out-  of-  band  via  the  Extended  Channel  interface  from  the  POD  module.  Tables  to  be  included  shall  conform 
 to  SCTE  DVS  234r1. 
 2.  Each  channel  shall  be  identified  by  a  one-  or  two-  part  channel  number  and  a  textual  channel  name  (for  example:  ESPN). 
24
 2 
 3.  PSIP  data  describing  a  twelve-  hour  time  period  shall  be  carried  for  each  service  in  the  transport  stream.  This  twelve-  hour  period  corresponds  to  delivery  of  the 
 following  Event  Information  Table  (EIT)  EIT-  0,  -1,  -2  and  3  (or  the  equivalent  data  delivered  out-  of-  band).  This  requirement  matches  those  already  in  place  for 
 digital  terrestrial  broadcast.  The  total  bandwidth  for  PSIP  data  may  be  limited  by  the  MSO  to  80  Kbps  for  a  27  Mbits  multiplex  and  115  Kbps  for  a  38.8  Mbits 
 multiplex. 
 4.  Carriage  of  descriptive  text  in  the  form  of  PSIP  Extended  Text  Tables  (ETTs)  is  desirable  but  optional. 

 5.  Event  information  data  may  be  transported  either  in-  band  or  out-  of  band.  When  sent  in-  band,  Event  information  data  format  shall  conform  to  ATSC  A/  65  PSIP  and 
 SCTE  DVS-  097  Rev  7  (once  it  is  harmonized  with  ATSC  A/  65).  When  sent  out-of-  band,  event  information  data  shall  conform  to  SCTE  DVS  234r1  (profiles  4  or 
 higher).  In-  band  data  may  be  used  by  the  digital  receiver  to  augment  event  information  data  sent  out-  of-  band.  In  other  words,  both  in-  band  and  out-  of-  band 
 data  may  be  present  to  describe  certain  services.  The  digital  receiver  may  collect  and  use  data  from  both  sources  (with  rules  for  use  of  the  channel  numbers  noted). 

 6.  If  a  reference  is  made  in  in-  band  PSIP  to  an  analog  channel,  the  digital  receiver  shall  use  the  Transmission  Signal  ID  method  to  unambiguously  link  the  PSIP  data 
 to  the  analog  service  (see  EIA-  752).  An  analog  feed  shall  include  the  EIA-  752  TSID  when  PSIP  data  for  that  feed  is  present  on  an  available  digital  feed.  The 
 digital  receiver  shall  not  use  PSIP  data  referencing  an  analog  channel  unless  a  matching  TSID  is  found  in  the  analog  feed. 

 7.  The  channel  number  identified  with  out-  of-  band  SI  data  may  or  may  not  match  the  channel  number  identified  with  in-  band  PSIP  data,  for  all  scrambled  services.  The 
 digital  receiver  shall  use  the  channel  numbers  found  in  the  out-  of-  band  SI  if  a  POD  module  is  present. 

 8.  The  channel  number  identified  with  out-  of-  band  SI  data  should  match  the  channel  number  identified  with  in-  band  PSIP  data,  for  all  unscrambled  (in-  the-  clear) 
 services.  This  is  desirable  so  that  a  digital  receiver  with  no  POD  module  installed  will  label  a  service  the  same  as  one  with  a  POD  module  present.  This  may  not  be 
 possible  for  all  system  architectures. 

 3.  Implementation  Scenarios 

 3.1.  PSIP  in  Multiplex 
 The  most  fundamental  requirement  for  the  MSO  is  to  ensure  that  if  PSIP  exists  within  a  multiplex,  that  it  is  not  stripped  from  the  multiplex  and  is  carried  on  the  cable  plant 

 without  modification.  Figure  1  represents  the  scenario  in  which  a  cable  headend  downlinks  a  digital  multiplex  such  as  Viewers  Choice  utilizing  an  IRT  (integrated 
 reciever  trancoder).  In  this  scenario,  Viewers  Choice  contains  PSIP  data  that  was 
25
 3 
 created  and  inserted  into  the  multiplex  by  Viewers  Choice.  In  this  scenario,  the  PSIP  is  simply  passed  through  to  the  cable  plant  without  modification.  Each  cable  headend  has 
 the  freedom  to  up-  convert  the  multiplex  to  any  physical  channel.  Enough  information  exists  in  the  digital  reciever  (from  inband  PSIP  and  the  Virtual  Channel  Table)  to 
 reconstruct  the  virtual  channel  number  for  each  program  in  the  multiplex.  To  this  end,  we  believe  that  no  changes  are  necessary  to  support  the  passthrough  of  PSIP  on  to  the  cable 
 plant. 

 IRT 
 (e.  g.  ViewersChoice) 

 Satellite  dish 

 Upconverter 
 6  Mhz  Output  Channel 
 (e.  g.  EIA  69) 

 Full  Multiplex 
 with  PSIP 

 Figure  1.  PSIP  data  on  the  incoming  multiplex  is  passed  through  to  the  cable  plant.  The  PSIP  is  not  and  does  not  have  to  be  modified. 
 3.2.  Content  Re-  Encoding 
 A  number  of  content  providers,  such  as  HITS  and  Athena,  create  customized  multiplexes  by  using  content  from  multiple  sources.  Figure  2  depicts  the  scenario  in  which  a  number 

 of  IRDs  are  used  to  receive  programs  from  multiple  content  providers.  Presently,  the  baseband  outputs  of  the  IRDs  are  fed  into  the  uplink  encoder  to  create  a  customized 
 multiplex.  The  Uplink  Control  System  (UCS)  is  used  to  set  the  encoding  parameters  of  each  of  the  programs  as  well  as  to  assign  MPEG  services  numbers. 

 In  order  for  PSIP  to  be  correctly  carried  in  the  new  multiplex,  a  number  of  issues  need  to  be  addressed.  Presently,  IRDs  do  not  have  a  means  of  extracting  PSIP.  IRDs  simply 
 received  and  decrypt  a  given  program.  It  should  not  prove  to  be  difficult  to  build  an  IRD  that  would  extract  the  PSIP  data  once  the  system  requirements  for  this  device  have  been 
 developed.  After  the  PSIP  data  is  extracted  from  the  IRDs,  the  data  needs  to  be  fed  into  a  PSIP  aggregator.  The  purpose  of  the  PSIP  aggregator  is  to  coordinate  all  of  the  PSIP 
 data  and  ensure  that  there  are  no  collisions  between  the  input  PSIP  streams. 
 Presently,  a  PSIP  aggregator  does  not  exist,  but  in  principal  this  can  be  done  and  we  do  not  expect  there  to  be  any  fundamental  technical  hurdles.  We  do  believe  that  an 
 appropriate  system  design  is  needed  before  the  IRD  and  aggregator  can  be  built.  In 
26
 4 
 addition,  we  believe  that  modifications  will  be  required  of  the  UCS  and/  or  Encoder  to  support  the  insertion  of  the  aggregated  PSIP  stream.  The  cable  industry  has  begun  to 
 discuss  with  potential  vendors  the  requirements  for  such  devices. 

 IRD  IRD 
 Content  Provider  (HBO,  etc.) 
 Satellite  dish  Satellite  dish 

 Satellite 

 Downlink  (NDTC,  etc.) 
 IRD 
 Baseband  PSIP 
 PSIP  Aggregation 

 UCS 
 Encoder 
 Satellite  dish 

 Uplink 

 Figure  2.  Content  re-  encoding  is  used  to  create  custom  multiplexes.  In  order  to  insert  PSIP  from  each  of  the  programs  into  the  new  multiplex,  PSIP  aggregation  will  have  to  be 
 performed. 
 PSIP  data  may  be  present  within  the  downlinked  NTSC  analog  signal.  The  EIA-  806  standard  may  be  used  to  transmit  PSIP  data  in  XDS  data  packets  in  the  VBI.  If  so,  the 
 PSIP  aggregator  function  in  Figure  2  will  be  designed  to  accept  PSIP  in  either  A/  65  or  EIA-  806  formats,  to  accommodate  digital  or  analog  incoming  feeds. 

 3.3.  Content  Provider  PSIP  Creation 
 In  general,  uplink  providers  uplink  multiple  services  for  multiple  content  providers.  As  an  example,  AT&  Ts  National  Digital  Television  Center  (NDTC)  houses  playback  and 

 editing  facilities  for  the  Discovery  Channel  and  Encore,  just  to  name  two.  Once  these  content  providers  source  program  data  for  inclusion  into  PSIP,  a  means  is  needed  to 
 inject  the  PSIP  into  the  uplink  encoders.  Figure  3  schematically  depicts  a  scenario  in  which  an  interface  is  available  to  the  content  providers  in  which  program  data  can  be 
 delivered  to  a  PSIP  generator.  The  PSIP  generator  would  in  turn  create  the  PSIP  stream  that  would  be  inserted  into  the  transport  multiplex. 
27
 5 
 Implementation  in  this  scenario  requires  that  an  interface  specification  be  developed  that  provides  for  a  convenient  method  for  content  provides  to  supply  program  data.  A  PSIP 
 generator  needs  to  be  developed  to  take  program  data  and  create  the  PSIP  stream.  The  PSIP  generator  could  be  the  same  device  used  in  the  previous  example  to  aggregate  PSIP. 
 Once  created,  the  PSIP  would  be  inserted  into  the  transport  multiplex.  We  believe  that  modifications  will  be  needed  to  the  UCS  and/  or  Encoder  to  support  the  insertion  of  the 
 PSIP  stream.  As  in  the  previous  scenarios,  we  do  not  see  any  fundamental  technical  hurdles,  rather  the  need  for  a  coordinated  end-  to-  end  system  design. 

 Local  Content  Local  Content  Local  Content 
 (e.  g.  Discovery) 
 Local  Content 
 (e.  g.  Encore)  Local  Content 

 PSIP 
 Interface 
 PSIP 
 Interface 
 PSIP 
 Interface 

 PSIP  Generator 
 Uplink/  Encoding 
 Content  Providers 

 UCS 
 Encoder 
 Satellite  dish 

 Figure  3.  Content  providers  would  transmit  program  data  via  the  PSIP  interface.  This  data  would  be  used  to  create  the  PSIP  for  the  multiplex. 
 3.4.  Remultiplexing 
 Remultiplexing  devices  are  becoming  increasingly  popular  in  order  to  optimize  the  use  of  plant  bandwidth.  A  typical  case  is  where  an  MSO  would  like  to  use  one  or  more 

 programs  from  one  multiplex  and  combine  these  programs  with  one  or  more  programs  from  another  multiplex.  Two  companies  (Terayon  and  VBITS)  presently  offer 
 remultiplexing  solutions.  These  products  fix  system  information  so  that  service  numbers  and  PIDs  are  unique  within  the  new  multiplex.  In  order  to  support  the  carriage 
 of  PSIP,  the  remultiplexing  unit  would  have  to  aggregate  and  coordinate  PSIP  from  multiple  sources.  Figure  4  depicts  this  scenario.  Remultiplexing  units  will  require 
 modifications  to  support  coordination  of  PSIP,  but  we  believe  that  there  are  no  technical 
28
 6 
 issues  that  would  prohibit  this  feature  from  being  included  into  future  remultiplexers.  Discussions  with  remultiplexing  equipment  vendors  have  begun  in  order  to  ensure  that 
 they  have  taken  PSIP  into  consideration  for  future  equipment  designs. 

 IRT 
 HBO  Multiplex 
 IRT 
 HITS  Multiplex 
 IRT 
 ShowTime  Multiplex 

 Satellite  dish  Satellite  dish  Satellite  dish 

 Remultiplexer 
 (e.  g.  Cherry  Picker) 

 Full  Multiplex 
 w/  PSIP 
 Full  Multiplex 
 w/  PSIP 
 Full  Multiplex 
 w/  PSIP 

 Re-  groomed  Multiplex 
 Aggregated  PSIP 

 Upconverter 

 6  Mhz  Output  Channel 
 (e.  g.  EIA  69) 

 Figure  4.  Remultiplexing  units  will  need  to  aggregate  and  coordinate  PSIP  from  multiple  input  sources. 

 3.5.  Master  Downlink,  Multiple  Channel  Maps 
 A  number  of  cable  systems  (including  AT&  T  and  Shaw)  utilize  a  plant  architecture  in  which  there  is  a  Master  Downlink  IRT  feeding  multiple  channel  maps.  Figure  5  depicts 

 such  a  scenario.  As  an  example,  the  Denver  Mile  High  headend  provides  cable  service  to  Boulder,  Littleton  and  Castle  Rock,  CO.  Each  of  these  local  entities  employ  different 
 channel  maps.  Thus  the  in-  band  PSIP  virtual  channel  number  may  be  irrelevant.  Similarly,  terrestrial  DTV  PSIP  may  not  reflect  the  virtual  channel  that  the  broadcast  is 
 carried  on  in  the  cable  plant. 
 According  to  requirement  #8,  The  channel  number  identified  with  the  out-  of-  band  SI  data  should  match  the  in-  band  channel  number  identified  with  the  in-  band  PSIP  data,  for 
 all  unscrambled  services.  Since  it  is  our  position  that  digital  cable  programs  will  be  scrambled,  there  should  not  be  a  problem  satisfying  this  requirement.  The  only  possible 
 exception  to  this  is  carriage  of  terrestrial  DTV  content.  We  believe  that  the  best  approach  to  satisfying  this  requirement  is  to  have  local  coordination  with  terrestrial  broadcasters. 
 We  have  not  worked  through  all  of  the  scenarios  relative  to  terrestrial  content,  such  as 
29
 7 
 two-  part  channel  numbers,  but  believe  that  we  can  develop  operational  guidelines  to  ensure  that  the  consumer  is  provided  consistent  information  across  multiple  platforms. 
 IRT 
 (e.  g.  HITS) 

 Satellite  dish 

 Upconverter 
 6  Mhz  Output  Channel 
 (e.  g.  Std  45) 

 Upconverter 
 6  Mhz  Output  Channel 
 (e.  g.  HRC  69) 

 Upconverter 
 6  Mhz  Output  Channel 
 (e.  g.  EIA  38) 

 Master  Downlink 
 (e.  g.  Denver) 

 Littleton  Boulder  Castlerock 
 Multiplex 
 with  PSIP 

 Figure  5.  In  many  instances,  a  Master  Downlink  is  used  to  feed  multiple  headends,  thus  the  in-  band  PSIP  virtual  channel  number  may  be  irrelevant.  Similarly,  terrestrial  DTV 
 PSIP  may  not  reflect  the  virtual  channel  that  the  broadcast  is  carried  on  the  cable  plant. 

 4.  Implementation  Plan 
 The  steps  necessary  to  achieve  the  requirements  set  forth  above  include: 
   Systems  Engineering 
   Product  Development   
 Product  Qualification    Procurement 

   Systems  Integration 
   Infrastructure  buildout   
 System  Acceptance  Testing. 

 The  NCTA  believes  that  this  process  can  be  completed  in  a  timely  fashion,  but  will  require  the  active  participation  of  PSIP  equipment  vendors,  content  providers  (e.  g.  HBO), 
 cable  operators,  and  consumer  electronics  manufacturers. 
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 5.  Conclusions 
 The  NCTA  and  the  CEA  have  reached  an  agreement  on  the  carriage  of  PSIP  for  cable.  We  believe  that  this  implementation  of  PSIP  will  add  value  to  the  cable  offering.  In 
 addition,  we  believe  that  carriage  of  PSIP  will  speed  the  acceptance  of  DTV  and  the  associated  digital  receivers. 

 A  number  of  issues  need  to  be  resolved  and  system  components  need  to  be  designed  in  order  to  fully  implement  the  system  described  here.  The  NCTA  is  committed  to  working 
 with  the  CEA  to  add  further  detail  to  the  component  specifications.  In  addition,  equipment  vendors  will  be  engaged  as  soon  as  possible  to  solicit  them  for  hardware 
 solutions  that  satisfy  the  requirements  for  carriage  of  PSIP. 
31
 ENCODING  RULES 
 As  proposed  to  the  FCC  (not  effective  until  adopted  by  the  FCC) 

 Cross  Reference 
 76.1211  Each  multi-  channel  video  programming  distributor  shall  comply  with  the  requirements  of  subpart 
 W  with  respect  to  the  services  covered  by  that  subpart. 
 Part  76,  Subpart  W 
 76.1901  Applicability 
 (a)  Each  multi-  channel  video  programming  distributor  shall  comply  with  the  requirements  of  subpart  W. 
 (b)  These  rules  shall  not  apply  to  distribution  of  any  content  over  the  Internet,  nor  to  a  multi-channel  video  programming  distributors  operations  via  cable  modem  or  DSL. 
 (c)  With  respect  to  cable  system  operators,  this  subpart  shall  apply  only  to  Cable  Services.  This  subpart  shall  not  apply  to  cable  modem  services,  whether  or  not  provided  by  a  cable 
 system  operator  or  affiliate. 

 76.1902  Definitions 
 Commercial  Advertising  Messages  shall  mean,  with  respect  to  any  service,  Program,  or  schedule  or  group  of  Programs,  commercial  advertising  messages  other  than  (a)  advertising 
 relating  to  such  service  itself  or  the  programming  contained  therein,  (b)  interstitial  programming  relating  to  such  service  itself  or  the  programming  contained  therein,  or  (c)  any  advertising  which 
 is  displayed  concurrently  with  the  display  of  any  part  of  such  Program(  s),  including  but  not  limited  to  bugs,  frames  and  banners. 

 Commercial  Audiovisual  Content  shall  mean  works  that  consist  of  a  series  of  related  images  which  are  intrinsically  intended  to  be  shown  by  the  use  of  machines,  or  devices  such  as 
 projectors,  viewers,  or  electronic  equipment,  together  with  accompanying  sounds,  if  any,  regardless  of  the  nature  of  the  material  objects,  such  as  films  or  tapes,  in  which  the  works  are 
 embodied,  transmitted  by  a  Covered  Entity  and  that  are  (a)  not  created  by  the  user  of  a  Covered  Product  and  (b)  offered  for  transmission,  either  generally  or  on  demand,  to  subscribers  or 
 purchasers  or  the  public  at  large  or  otherwise  for  commercial  purposes,  not  uniquely  to  an  individual  or  a  small,  private  group. 

 Commercially-  Adopted  Access  Control  Method  shall  mean  any  commercially-adopted  access  control  method,  such  as  CSS,  Digicypher,  Harmony,  DBS  and  any  other 
32
 2 
 commercially-  adopted  access  control  technology,  including  digitally  controlled  analog  scrambling  systems,  whether  now  or  hereafter  in  commercial  use. 
 Copy  Never  shall  mean,  with  respect  to  Commercial  Audiovisual  Content,  the  Encoding  of  such  content  so  as  to  signal  that  such  content  may  not  to  be  copied  by  a  Covered 
 Product. 
 Copy  One  Generation  shall  mean,  with  respect  to  Commercial  Audiovisual  Content,  the  Encoding  of  such  content  so  as  to  permit  a  first  generation  of  copies  to  be  made  by  a  Covered 
 Product  but  not  copies  of  such  first  generation  of  copies. 
 Copy  No  More  shall  mean,  with  respect  to  Commercial  Audiovisual  Content,  the  Encoding  of  such  content  so  as  to  reflect  that  such  content  is  a  first  generation  copy  of  content 
 Encoded  as  Copy  One  Generation  and  no  further  copies  are  permitted. 
 Covered  Product  shall  mean  a  device  used  by  consumers  to  access  Commercial  Audiovisual  Content  offered  by  a  Covered  Entity  (excluding  delivery  via  cable  modem  or  the 
 Internet);  and  any  device  to  which  Commercial  Audiovisual  Content  so  delivered  from  such  Covered  Product  may  be  passed,  directly  or  indirectly. 

 Covered  Entity  shall  mean  any  entity  that  is  subject  to  this  subpart  W. 
 Defined  Business  Model  shall  mean  Video-  on-  Demand,  Pay-  Per  View,  Pay  Television  Transmission,  Subscription-  on-  Demand,  Non-  Premium  Subscription  Television,  Free 
 Conditional  Access  Delivery  and  Unencrypted  Broadcast  Television. 
 Encode  shall  mean,  in  the  transmission  of  Commercial  Audiovisual  Content,  to  pass,  attach,  embed,  or  otherwise  apply  to,  associate  with,  or  allow  to  persist  in  or  remain  associated 
 with  such  content,  data  or  information  which  when  read  or  responded  to  in  a  Covered  Device  has  the  effect  of  preventing,  pausing,  or  limiting  copying,  or  constraining  the  resolution  of  a  Program 
 when  output  from  the  Covered  Device. 
 Encoding  Rules  shall  mean  the  requirements  or  prohibitions  describing  or  limiting  Encoding  of  audiovisual  content  as  set  forth  in  this  Rule. 

 Free  Conditional  Access  Delivery  shall  mean  a  delivery  of  a  service,  Program,  or  schedule  or  group  of  Programs  via  a  Commercially-  Adopted  Access  Control  Method,  where 
 viewers  are  not  charged  any  fee  (other  than  government-  mandated  fees)  for  the  reception  or  viewing  of  the  programming  contained  therein,  other  than  Unencrypted  Broadcast  Television. 

 Non-  Premium  Subscription  Television  shall  mean  a  service,  or  schedule  or  group  of  Programs  (which  may  be  offered  for  sale  together  with  other  services,  or  schedule  or  group  of 
 Programs),  for  which  subscribers  are  charged  a  subscription  fee  for  the  reception  or  viewing  of  the  programming  contained  therein,  other  than  Pay  Television,  Subscription-  on-  Demand  and 
 Unencrypted  Broadcast  Television.  By  way  of  example,  basic  cable  service  and  extended 
33
 3 
 basic  cable  service  (other  than  Unencrypted  Broadcast  Television)  are  Non-  Premium  Subscription  Television. 
 Pay-  Per-  View  shall  mean  a  delivery  of  a  single  Program  or  a  specified  group  of  Programs,  as  to  which  each  such  single  Program  is  generally  uninterrupted  by  Commercial 
 Advertising  Messages  and  for  which  recipients  are  charged  a  separate  fee  for  each  Program  or  specified  group  of  Programs.  The  term  Pay-  Per-  View  shall  also  include  delivery  of  a  single 
 Program  as  described  above  for  which  multiple  start  times  are  made  available  at  time  intervals  which  are  less  than  the  running  time  of  such  Program  as  a  whole.  If  a  given  delivery  qualifies 
 both  as  Pay-  Per-  View  and  a  Pay  Television  Transmission,  then,  for  purposes  of  this  Rule,  such  delivery  shall  be  deemed  Pay-  Per-  View  rather  than  a  Pay  Television  Transmission. 

 Pay  Television  Transmission  shall  mean  a  transmission  of  a  service  or  schedule  of  Programs,  as  to  which  each  individual  Program  is  generally  uninterrupted  by  Commercial 
 Advertising  Messages  and  for  which  service  or  schedule  of  Programs  subscribing  viewers  are  charged  a  periodic  subscription  fee,  such  as  on  a  monthly  basis,  for  the  reception  of  such 
 programming  delivered  by  such  service  whether  separately  or  together  with  other  services  or  programming,  during  the  specified  viewing  period  covered  by  such  fee.  If  a  given  delivery 
 qualifies  both  as  a  Pay  Television  Transmission  and  Pay-  Per-  View,  Video-  on-  Demand,  or  Subscription-  on-  Demand  then,  for  purposes  of  this  Rule,  such  delivery  shall  be  deemed  Pay-  Per-View, 
 Video-  on-  Demand  or  Subscription-  on-  Demand  rather  than  a  Pay  Television  Transmission. 
 Program  shall  mean  any  work  of  Commercial  Audiovisual  Content. 
 Subscription-  on-  Demand  shall  mean  the  delivery  of  a  single  Program  or  a  specified  group  of  Programs  for  which  (i)  a  subscriber  is  able,  at  his  or  her  discretion,  to  select  the  time  for 
 commencement  of  exhibition  thereof;  (ii)  where  each  such  single  Program  is  generally  uninterrupted  by  Commercial  Advertising  Messages;  and  (iii)  for  which  Program  or  specified 
 group  of  Programs  subscribing  viewers  are  charged  a  periodic  subscription  fee  for  the  reception  of  programming  delivered  by  such  service  during  the  specified  viewing  period  covered  by  the 
 fee.  In  the  event  a  given  delivery  of  a  Program  qualifies  both  as  a  Pay  Television  Transmission  and  Subscription-  on-  Demand,  then  for  purposes  of  this  Rule,  such  delivery  shall  be  deemed 
 Subscription-  on-  Demand  rather  than  a  Pay  Television  Transmission. 
 Undefined  Business  Model  shall  mean  a  business  model  that  does  not  fall  within  the  definition  of  a  Defined  Business  Model. 

 Unencrypted  Broadcast  Television  means  any  service,  Program,  or  schedule  or  group  of  Programs,  that  is  a  further  transmission  of  a  broadcast  transmission  (i.  e.,  an  over-  the-  air 
 transmission  for  reception  by  the  general  public  using  radio  frequencies  allocated  for  that  purpose)  that  substantially  simultaneously  is  made  by  a  terrestrial  television  broadcast  station 
 located  within  the  country  or  territory  in  which  the  entity  further  transmitting  such  broadcast  transmission  also  is  located,  where  such  broadcast  transmission  is  not  subject  to  a  Commercially-Adopted 
 Access  Control  Method  (e.  g.,  is  broadcast  in  the  clear  to  members  of  the  public 
34
 4 
 receiving  such  broadcasts),  regardless  of  whether  such  entity  subjects  such  further  transmission  to  an  access  control  method. 
 Video-  on-  Demand  shall  mean  a  delivery  of  a  single  Program  or  a  specified  group  of  Programs  for  which  (i)  each  such  individual  Program  is  generally  uninterrupted  by  Commercial 
 Advertising  Messages;  (ii)  recipients  are  charged  a  separate  fee  for  each  such  single  Program  or  specified  group  of  Programs;  and  (iii)  a  recipient  is  able,  at  his  or  her  discretion,  to  select  the 
 time  for  commencement  of  exhibition  of  such  individual  Program  or  specified  group  of  Programs.  In  the  event  a  delivery  qualifies  as  both  Video-  on-  Demand  and  a  Pay  Television 
 Transmission,  then  for  purposes  of  this  Rule,  such  delivery  shall  be  deemed  Video-  on-  Demand. 
35
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   76.1903  Interface  and  Encoding  Rules. 
 1.  Rules  As  to  Interfaces 
 A  Covered  Entity  shall  not  attach  or  embed  data  or  information  with  Commercial  Audiovisual  Content,  or  otherwise  apply  to,  associate  with,  or  allow  such  data  to  persist  in  or 
 remain  associated  with  such  content,  so  as  to  prevent  its  output  through  any  analog  or  digital  output  authorized  or  permitted  under  license,  law  or  regulation  governing  such  Covered 
 Product. 
 2.  Encoding  Rules  for  Defined  Business  Models 
 (a)  Commercial  Audiovisual  Content  delivered  as  Unencrypted  Broadcast  Television  shall  not  be  Encoded  so  as  to  prevent  or  limit  copying  thereof  by  Covered  Products  or  to 
 constrain  the  resolution  of  the  image  when  output  from  a  Covered  Product. 
 (b)  Except  for  (i)  a  specific  determination  made  by  the  Commission  pursuant  to  a  petition  with  respect  to  a  Defined  Business  Model  other  than  Unencrypted  Broadcast  Television;  or  (ii) 
 an  Undefined  Business  Model  subject  to  the  procedures  set  forth  in  this  Section: 
 (A)  Commercial  Audiovisual  Content  shall  not  be  Encoded  so  as  to  prevent  or  limit  copying  thereof  except  as  follows: 

 (i)  to  prevent  or  limit  copying  of  Video-  on-  Demand,  Pay-  Per-  View,  or  Subscription-  on-  Demand  transmissions,  subject  to  the  requirements  of  subsection 
 2(  B);  and 
 (ii)  to  prevent  or  limit  copying,  other  than  first  generation  of  copies,  of  Pay  Television  Transmissions,  Non-  Premium  Subscription  Television,  and  Free 
 Conditional  Access  Delivery  transmissions;  and 
 (B)  With  respect  to  any  Commercial  Audiovisual  Content  delivered  or  transmitted  in  the  form  of  a  Video-  on-  Demand,  Pay-  Per-  View  or  Subscription-  on-  Demand  transmission,  a 
 Covered  Entity  shall  not  Encode  such  content  so  as  to  prevent  a  Covered  Product,  without  further  authorization,  from  pausing  such  content  up  to  90  minutes  from  initial  transmission  by  the 
 Covered  Entity  (e.  g.,  frame-  by-  frame,  minute-  by-  minute,  megabyte  by  megabyte,  etc.). 
 (c)  The  Commission  may  by  petition  determine  whether  it  would  be  in  the  public  interest  to  allow  within  a  Defined  Business  Model  the  Encoding  of  a  service  other  than  in 
 accordance  with  the  Encoding  Rule  set  forth  in  subsections  2(  b)(  A)  and  2(  b)(  B)  applicable  to  such  Defined  Business  Model. 

 (i)  Petition 
36
 6 
 The  Encoding  Rules  for  Defined  Business  Models  reflect  the  conventional  methods  for  packaging  programs  in  the  MVPD  market  as  of  December  31,  2002,  and  are  presumed  to  be  the 
 appropriate  rules  for  Defined  Business  Models.  A  Covered  Entity  may  by  petition  request  approval  from  the  Commission  for  delivering  Commercial  Audiovisual  Content,  other  than 
 Unencrypted  Broadcast  Television,  pursuant  to  a  Defined  Business  Model  other  than  as  permitted  by  the  Encoding  Rules  set  forth  in  subsections  2(  b)(  A)  and  2(  b)(  B).  No  such  petition 
 will  be  approved  under  the  public  interest  test  set  forth  below  unless  the  service  differs  from  services  provided  by  any  Covered  Entity  under  the  applicable  Defined  Business  Model  prior  to 
 December  31,  2002. 
 A  petition  to  Encode  a  service  within  a  Defined  Business  Model  other  than  as  permitted  by  the  Encoding  Rules  set  forth  in  subsections  2(  b)(  A)  and  2(  b)(  B)  shall  describe: 

 (1)  The  Defined  Business  Model,  the  service,  and  the  proposed  Encoding  terms,  including  the  use  of  Copy  Never  and  Copy  One  Generation  Encoding,  and  the 
 Encoding  of  content  with  respect  to  pause  (subsection  2(  b)(  B)). 
 (2)  The  claimed  benefit  to  consumers  of  the  service,  including,  but  not  limited  to,  the  availability  of  content  in  earlier  release  windows,  more  favorable  terms, 
 innovation  or  original  programming; 
 (3)  The  ways  in  which  the  service  differs  from  services  offered  by  any  Covered  Entity  within  the  applicable  Defined  Business  Model  prior  to  December  31,  2002; 

 (4)  The  effect  on  reasonable  and  customary  expectations  of  consumers  with  respect  to  home  recording; 
 (5)  All  other  pertinent  facts  and  considerations  relied  on  to  support  a  determination  that  grant  of  the  Petition  would  serve  the  public  interest. 
 Factual  allegations  shall  be  supported  by  affidavit  or  declaration  of  a  person  or  persons  with  actual  knowledge  of  the  facts,  and  exhibits  shall  be  verified  by  the  person  who  prepares 
 them. 
 (ii)  Comment 
 The  Commission  shall  give  public  notice  of  any  such  Petition. 
 Interested  persons  may  submit  comments  or  oppositions  to  the  petition  within  thirty  (30)  days  after  the  date  of  public  notice  of  the  filing  of  such  petition.  Comments  or  oppositions  shall 
 be  served  on  the  petitioner  and  on  all  persons  listed  in  petitioner's  certificate  of  service,  and  shall  contain  a  detailed  full  statement  of  any  facts  or  considerations  relied  on.  Factual  allegations  shall 
 be  supported  by  affidavit  or  declaration  of  a  person  or  persons  with  actual  knowledge  of  the  facts,  and  exhibits  shall  be  verified  by  the  person  who  prepares  them. 
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 7 
 The  petitioner  may  file  a  reply  to  the  comments  or  oppositions  within  ten  (10)  days  after  their  submission,  which  shall  be  served  on  all  persons  who  have  filed  pleadings  and  shall  also 
 contain  a  detailed  full  showing,  supported  by  affidavit  or  declaration,  of  any  additional  facts  or  considerations  relied  on.  There  shall  be  no  further  pleadings  filed  after  petitioners  reply,  unless 
 authorized  by  the  Commission. 
 (iii)  Commission  determination  as  to  Encoding  Rule  for  a  new  service  within  a  Defined  Business  Model 

 (a)  In  an  unrestricted  proceeding,  unless  otherwise  specified  by  the  Commission,  to  determine  whether  Encoding  other  than  in  accordance  with  the  Encoding  Rule  set  forth  in 
 subsections  2(  b)(  A)  and  2(  b)(  B)  for  the  applicable  Defined  Business  Model  may  be  applied  to  a  service  within  such  Defined  Business  Model,  the  Covered  Entity  shall  have  the  burden  of  proof 
 to  establish  that  the  proposed  change  in  Encoding  is  in  the  public  interest.  Within  ninety  (90)  days  after  the  Commission  gives  public  notice  of  the  filing  of  the  original  petition,  the 
 Commission  shall  determine  whether  a  grant  of  the  petition  is  in  the  public  interest.  In  making  such  determination,  the  Commission  shall  take  into  account  the  following  factors: 

 (1)  The  benefit  to  consumers  of  the  new  service,  including  but  not  limited  to  earlier  release  windows,  more  favorable  terms,  innovation  or  original  programming; 
 (2)  Ways  in  which  the  new  service  differs  from  services  offered  by  any  Covered  Entity  within  the  applicable  Defined  Business  Model  prior  to  December  31,  2002; 
 (3)  Reasonable  and  customary  expectations  of  consumers  with  respect  to  home  recording  . 
 (b)  The  Commission  may  specify  other  procedures,  such  as  oral  argument,  evidentiary  hearing,  or  further  written  submissions  directed  to  particular  aspects,  as  it  deems  appropriate,  but 
 in  no  event  shall  such  other  procedures  delay  the  process  beyond  the  timeframe  for  Commission  decision  set  forth  in  subsection  2(  c)(  iii). 

 (c)  A  petition  may,  upon  request  of  the  petitioner,  be  dismissed  without  prejudice  as  a  matter  of  right  prior  to  the  adoption  date  of  any  final  action  taken  by  the  Commission  with 
 respect  to  the  petition.  A  petitioner's  request  for  the  return  of  a  petition  will  be  regarded  as  a  request  for  dismissal. 

 (d)  Complaint  regarding  a  service  not  subject  to  petition. 
 In  an  instance  in  which  a  party  entitled  to  be  a  Complainant  has  a  substantial  basis  to  believe  and  does  believe  in  good  faith  that  a  service  within  a  Defined  Business  Model  has  been 
 launched  without  a  petition  as  required  by  this  Rule,  such  party  may  file  a  complaint  pursuant  to  section  76.7  of  the  Commissions  rules,  and  in  appropriate  circumstances  the  Commission  shall 
 rule  upon  the  complaint  within  90  days. 
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 3.  Encoding  Rules  for  Undefined  Business  Models. 
 (a)  Upon  public  notice  and  subject  to  requirements  as  set  forth  herein  a  Covered  Entity  may  launch  a  program  service  pursuant  to  an  Undefined  Business  Model.  Subject  to 
 Commission  review  upon  Complaint,  the  Covered  Entity  may  initially  Encode  programs  pursuant  to  such  Undefined  Business  Model  without  regard  to  limitations  set  forth  in  subpart  76.1903(  2). 

 (1)  Notice 
 Concurrent  with  the  launch  of  an  Undefined  Business  Model  by  a  Covered  Entity,  the  Covered  Entity  shall  issue  a  press  release  to  the  PR  Newswire  so  as  to  provide  public  notice  of 
 the  Undefined  Business  Model,  and  the  proposed  Encoding  terms.  The  notice  shall  provide  a  concise  summary  of  the  Commercial  Audiovisual  Content  to  be  provided  pursuant  to  the 
 Undefined  Business  Model,  and  of  the  terms  on  which  such  content  is  to  be  available  to  consumers.  Immediately  upon  request  from  a  party  entitled  to  be  a  Complainant,  the  Covered 
 Entity  shall  make  available  information  that  indicates  the  proposed  Encoding  terms,  including  the  use  of  Copy  Never  or  Copy  One  Generation  Encoding,  and  the  Encoding  of  content  with  respect 
 to  pause  (subsection  2(  b)(  B)). 
 (2)  Complaint  Process 
 A  manufacturer  of  a  Covered  Product,  a  manufacturer  for  whom  the  product  was  manufactured,  or  a  Covered  Entity  (  Complainant)  may  file  a  complaint  with  the  Commission 
 objecting  to  application  of  Encoding  as  set  forth  in  the  notice. 
 (a)  Pre-  complaint  resolution 
 Prior  to  initiating  a  complaint  with  the  Commission  under  this  section  3,  the  Complainant  shall  notify  the  Covered  Entity  that  it  may  file  a  complaint  under  this  section.  The  notice  must  be 
 sufficiently  detailed  so  that  the  Covered  Entity  can  determine  the  specific  nature  of  the  potential  complaint.  The  potential  Complainant  must  allow  a  minimum  of  thirty  (30)  days  from  such 
 notice  before  filing  such  complaint  with  the  Commission.  During  this  period  the  parties  shall  endeavor  in  good  faith  to  resolve  the  issue(  s)  in  dispute.  If  the  parties  fail  to  reach  agreement 
 within  this  30  day  period,  Complainant  may  initiate  a  complaint  in  accordance  with  the  procedures  set  forth  herein. 

 (b)  Complaint 
 Within  two  years  of  publication  of  a  notice  under  3(  a)(  1),  a  Complainant  may  file  a  complaint  with  the  Commission  objecting  to  application  of  the  Encoding  terms  to  the  service  at 
 issue.  Such  complaint  shall  state  with  particularity  the  basis  for  objection  to  the  Encoding  terms. 
 (i)  The  complaint  shall  contain  the  name  and  address  of  the  complainant  and  the  name  and  address  of  the  Covered  Entity. 
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 (ii)  The  complaint  shall  be  accompanied  by  a  certification  of  service  on  the  named  Covered  Entity. 
 (iii)  The  complaint  shall  set  forth  with  specificity  all  information  and  argument  relied  upon.  Specific  factual  allegations  shall  be 
 supported  by  a  declaration  of  a  person  or  persons  with  actual  knowledge  of  the  facts,  and  exhibits  shall  be  verified  by  the  person 
 who  prepares  them.  (iv)  The  complaint  shall  set  forth  attempts  made  by  the  Complainant  to 
 resolve  its  complaint  pursuant  to  subsection  (a). 
 The  Commission  shall  give  public  notice  of  the  filing  of  the  complaint.  Once  the  Commission  has  issued  such  public  notice,  any  person  otherwise  entitled  to  be  a  Complainant 
 shall  instead  have  the  status  of  a  person  submitting  comments  under  subsection  (c)  rather  than  a  Complainant. 

 (c)  Comments  and  Reply 
 Any  person  may  submit  comments  regarding  the  complaint  within  thirty  (30)  days  after  the  date  of  public  notice  by  the  Commission.  Comments  shall  be  served  on  the  Complainant  and 
 the  Covered  Entity  and  on  any  persons  listed  in  relevant  certificates  of  service,  and  shall  contain  a  detailed  full  statement  of  any  facts  or  considerations  relied  on.  Specific  factual  allegations  shall 
 be  supported  by  a  declaration  of  a  person  or  persons  with  actual  knowledge  of  the  facts,  and  exhibits  shall  be  verified  by  the  person  who  prepares  them. 

 The  Covered  Entity  may  file  a  Response  to  the  Complaint  and  comments  within  twenty  (20)  days  after  the  date  that  comments  are  due.  Such  Response  shall  be  served  on  all  persons 
 who  have  filed  complaints  or  comments  and  shall  also  contain  a  detailed  full  showing,  supported  by  affidavit  or  declaration,  of  any  additional  facts  or  considerations  relied  on.  Replies  shall  be 
 due  ten  (10)  days  from  the  date  for  filing  a  Response. 
 There  shall  be  no  further  pleadings  filed,  unless  authorized  by  the  Commission. 
 (3)  Commission  determination  as  to  encoding  terms  for  an  Undefined  Business  Model 

 In  an  unrestricted  proceeding,  unless  otherwise  specified  by  the  Commission,  to  determine  whether  Encoding  terms  as  noticed  may  be  applied  to  an  Undefined  Business  Model, 
 the  Covered  Entity  shall  have  the  burden  of  proof  to  establish  that  application  of  the  Encoding  terms  in  the  Undefined  Business  Model  is  in  the  public  interest.  In  making  any  such 
 determination,  the  Commission  shall  take  into  account  the  following  factors: 
 (i)  The  benefit  to  consumers  of  the  new  service,  including  but  not  limited  to  earlier  release  windows,  more  favorable  terms,  innovation  or  original  programming; 
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 10 
 (ii)  Ways  in  which  the  new  service  differs  from  services  offered  by  any  Covered  Entity  prior  to  December  31,  2002; 
 (iii)  Reasonable  and  customary  expectations  of  consumers  with  respect  to  home  recording. 
 (4)  Determination 
 (A)  Within  ninety  (90)  days  of  the  Commissions  public  notice  of  the  complaint,  the  Commission  shall  determine  whether  to  approve  the  Encoding  terms  as  noticed. 

 (B)  The  Commission  may  specify  other  procedures,  such  as  oral  argument,  evidentiary  hearing,  or  further  written  submissions  directed  to  particular  aspects,  as  it  deems 
 appropriate,  but  in  no  event  shall  such  other  procedures  delay  the  process  beyond  the  timeframe  for  Commission  decision  set  forth  herein. 

 (b)  Complaint  re  a  service  not  subject  to  notice. 
 In  an  instance  in  which  a  party  entitled  to  be  a  Complainant  has  a  substantial  basis  to  believe  and  believes  in  good  faith  that  a  service  pursuant  to  an  Undefined  Business  Model  has 
 been  launched  without  requisite  notice,  such  party  may  file  a  complaint  pursuant  to  section  76.7  of  the  Commissions  rules,  and  in  appropriate  circumstances  the  Commission  shall  rule  upon  the 
 complaint  within  90  days. 
 4.  Temporary  Bona  Fide  Trials.  The  obligations  and  procedures  as  to  Encoding  Rules  set  forth  in  2(  b)  and  (c)  and  3(  a)  and  (b)  do  not  apply  in  the  case  of  a  temporary  bona  fide  trial  of  a 
 service. 
 5.  Certain  Practices  Not  Prohibited.  Nothing  in  this  Rule  shall  be  construed  as  prohibiting  a  Covered  Entity  from: 

 (a)  encoding,  storing  or  managing  Commercial  Audiovisual  Content  within  its  distribution  system  or  within  a  Covered  Product  under  the  control  of  a  Covered  Entitys  Commercially-Adopted 
 Access  Control  Method,  provided  that  the  outcome  for  the  consumer  from  the  application  of  the  Encoding  Rules  set  out  in  sections  2(  a)  and  (b)  is  unchanged  thereby  when 
 such  Commercial  Audiovisual  Content  is  released  to  consumer  control,  or 
 (b)  causing,  with  respect  to  a  specific  Covered  Product,  the  output  of  content  from  such  product  in  a  format  as  necessary  to  match  the  display  format  of  another  device  connected  to  such  product, 
 including  but  not  limited  to  providing  for  content  conversion  between  widely-  used  formats  for  the  transport,  processing  and  display  of  audiovisual  signals  or  data,  such  as  between  analog  and 
 digital  formats  and  between  PAL  and  NTSC  or  RGB  and  Y,  Pb,  Pr. 
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 159012_  1.  DOC 
 DFAST  TECHNOLOGY  LICENSE  AGREEMENT  FOR  UNIDIRECTIONAL  DIGITAL  CABLE  PRODUCTS 
 THIS  LICENSE  AGREEMENT  (the  Agreement)  is  made  as  of  (the  Effective  Date),  by  and  between  ,  having  a 
 place  of  business  at  (  Licensee),  and  CABLE  TELEVISION  LABORATORIES,  INC.,  having  a  place  of  business  at  400  Centennial 
 Parkway,  Louisville,  Colorado,  USA  80027-  1266  (  CableLabs). 
 WHEREAS,  CableLabs  is  a  research  and  development  company  funded  by  the  cable  television  industry; 

 WHEREAS,  CableLabs  has  acquired  the  rights  to  the  DFAST  scrambling  technology,  portions  of  which  are  embodied  in  a  U.  S.  patent; 
 WHEREAS,  Licensee  is  in  the  business  of,  among  other  things,  designing,  developing,  manufacturing  and  distributing  products  related  to  digital  television;  and 
 WHEREAS,  this  Agreement  provides  a  right  to  use  the  DFAST  scrambling  technology; 
 NOW,  THEREFORE,  in  consideration  of  the  foregoing  and  of  the  mutual  covenants  and  agreements  set  forth  herein,  the  parties  hereby  agree  as  follows: 

 1.  DEFINITIONS.  In  addition  to  terms  defined  elsewhere  in  this  Agreement,  the  following  terms  shall  have  the  following  meanings.  All  definitions  herein  shall  apply  equally  to  their 
 singular  and  plural  forms,  all  pronouns  shall  apply  without  regard  to  gender,  and  all  references  to  Sections  and  Exhibits  shall  be  deemed  to  be  references  to  Sections  of,  and  Exhibit  to,  this 
 Agreement  unless  the  context  shall  otherwise  require. 
 1.1  Cable  Operator  means  any  cable  operator  that  CableLabs  identifies  on  its  <www.  cablelabs.  com>  website  as  a  member  and  any  other  cable  operator  that  provides  POD 
 Modules  to  customers  in  connection  with  the  provision  of  cable  services  in  North  America. 
 1.2  Compliance  Rules  mean  the  rules  described  in  Exhibit  B  hereto,  as  such  rules  may  be  amended  from  time  to  time  pursuant  to  Section  6.2. 

 1.3  Compliant  refers  to  a  product  that  is  in  compliance  with  all  applicable  Compliance  Rules  and  Robustness  Rules. 
 1.4  Controlled  Content  means  content  that  has  been  transmitted  from  the  POD  Module  with  the  encryption  mode  indicator  (  EMI)  bits  set  to  a  value  other  than  zero,  zero 
 (0,0). 
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 -  2  -  159012_  1.  DOC 
 1.5  Derivative  Work  means  any  work  that  is  based  upon  DFAST  Technology,  other  than  the  Referenced  Technology,  such  as  a  revision,  improvement,  enhancement, 
 modification,  translation,  abridgment,  condensation,  expansion,  collection,  compilation  or  other  form  in  which  such  DFAST  Technology  may  be  recast,  transformed,  ported  or  adapted  and  that, 
 if  prepared  without  authorization  of  CableLabs,  would  constitute  infringement  of  the  DFAST  Technology. 

 1.6  DFAST  Technology  means  the  Licensed  Patents  collectively  with  the  Licensed  Know-  How. 
 1.7  Documentation  means  user  manuals  and  other  written  materials  (whether  in  print  or  electronic  form)  that  relate  to  the  DFAST  Technology  that  have  been  provided  by 
 CableLabs  hereunder,  including  materials  for  design  (for  example,  flow  charts  and  principles  of  installation,  configuration,  administration,  and  operation)  and  machine  readable  text  or  graphic 
 files  subject  to  display  or  print-  out. 
 1.8  Encoding  Rules  means  the  rules  of  the  United  States  Federal  Communications  Commission  applicable  to  use  of  the  Compliance  Rules. 

 1.9  Essential  Patent  Claim(  s)  means  claims  of  a  patent  or  patent  application  pending  on  the  effective  date  of  this  Agreement,  issued  now  or  in  the  future,  that  are  necessarily 
 infringed  by  those  portions  of  Unidirectional  Digital  Cable  Products  that  implement  inventions  claimed  in  US  Patent  4,860,353.  Without  limiting  the  foregoing,  Essential  Patent  Claims  shall 
 not  include  (a)  any  claims  relating  to  semiconductor  manufacturing  technology;  (b)  claims  relating  to  aspects  of  any  technology  or  standard  that  is  not  itself  part  of  the  Referenced 
 Technology  (including  by  way  of  example,  CSS,  MPEG,  IEEE  1394,  DES,  NRSS  and  smart  card  technology)  even  if  such  standard  may  otherwise  be  mentioned  or  required  by  the  Referenced 
 Technology;  (c)  claims  which,  if  licensed,  would  require  a  payment  of  royalties  by  the  licensor  to  unaffiliated  third  parties;  (d)  claims  relating  to  any  technology  introduced  into  the  Referenced 
 Technology,  the  Compliance  Rules  or  the  Robustness  Rules  pursuant  to  changes  made  in  accordance  with  Section  6;  or  (e)  any  claims  other  than  those  that  are  necessarily  infringed  by 
 those  portions  of  Unidirectional  Digital  Cable  Products  that  implement  the  inventions  claimed  in  US  Patent  4,860,353,  even  if  contained  in  the  same  patent  as  such  claim(  s). 

 1.10  Intellectual  Property  Rights  means  all  intellectual  property  rights  arising  under  statutory  law,  common  law  or  by  contract,  and  whether  or  not  perfected,  including,  without 
 limitation,  all  (a)  patents,  patent  applications  and  patent  rights,  (b)  rights  associated  with  works  of  authorship  including  copyrights,  copyright  applications,  copyright  registrations,  mask  work 
 rights,  mask  work  applications,  mask  work  registrations,  and  derivative  works  of  the  foregoing,  (c)  rights  relating  to  the  protection  of  trade  secrets  and  confidential  information,  (d)  trademarks, 
 trade  dress,  trade  name,  design  patent  and  service  mark  rights,  whether  or  not  registered  and  (e)  divisions,  continuations,  continuations  in  part,  renewals,  reissues  and  extensions  of  the  foregoing 
 (as  and  to  the  extent  applicable)  now  existing,  hereafter  filed,  issued  or  acquired. 
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 -  3  -  159012_  1.  DOC 
 1.11  Licensed  Components  means  component  products  which  utilize  the  DFAST  Technology  and  are  designed  for  incorporation  into  Unidirectional  Digital  Cable  Products. 
 1.12  Licensed  Know-  How  means  all  know-  how,  associated  technology,  trade  secrets,  copyrighted  works,  reference  source  code  implementations,  shared  secret  keys,  Diffie-Hellman 
 system  parameters,  encryption  and  decryption  keys,  software  development  tools,  methodologies,  processes,  technologies  or  algorithms,  test  data  sets  and  test  cases  and  other 
 implementations  of  technology  that  CableLabs  shall  deliver  to  Licensee  to  assist  in  incorporating  the  DFAST  Technology  into  Licensed  Components,  Prototypes,  or  Unidirectional  Digital  Cable 
 Products. 
 1.13  Licensed  Patents  means  U.  S.  Patent  4,860,353,  any  application,  division,  continuation  or  continuation  in  part  of  the  foregoing  patent,  any  patent  reissuing  on  or  reissuing 
 pursuant  to  a  reexamination  of  the  foregoing  patent  and  all  foreign  equivalents  that  CableLabs  owns  or  has  the  rights  to  license. 

 1.14  Prototype  means  a  pre-  production  model  of  a  Unidirectional  Digital  Cable  Product  that  is  not  sold  commercially. 
 1.15  POD  Module  means  an  individual  addressable  device  for  authorizing  and  de-authorizing  the  decryption  or  descrambling  of  services  and  individual  programs  and  events 
 delivered  through  the  Unidirectional  Digital  Cable  Product  on  a  service  by  service  or  individual  program  or  event  basis. 

 1.16  Referenced  Technology  means  those  standards  set  forth  on  Exhibit  A  hereto;  provided  however,  Referenced  Technology  does  not  include  any  third  party  proprietary 
 technology  referenced  in  or  required  by  such  standards,  such  as  DES,  DTCP,  or  MPEG-  2. 
 1.17  Robustness  Rules  mean  the  rules  described  in  Exhibit  C  hereto,  as  such  rules  may  be  amended  from  time  to  time  in  accordance  with  Section  6.2. 

 1.18  Test  Tools  means  devices  that  (a)  utilize  the  DFAST  Technology  and  have  as  their  purpose  the  testing  or  verification  of  the  performance  of,  or  (b)  are  specifically  designed  for 
 the  purpose  of  testing  or  verification  of  the  performance  of,  Unidirectional  Digital  Cable  Products  and  Prototypes. 

 1.19  Unidirectional  Digital  Cable  Products  means  unidirectional  (  one-  way)  digital  television  products  (including  without  limitation,  televisions,  set-  top-  boxes  and  recording 
 devices)  that  use  the  DFAST  Technology.  Unidirectional  Digital  Cable  Products  shall  not  include  interactive  (  two-  way)  digital  television  products,  including,  without  limitation, 
 products  that  are  capable  of  obtaining  access  to  video-  on-  demand  or  impulse  pay-  per-  view  services,  of  using  the  return  path  of  the  cable  system,  or  of  using  electronic  program  guide 
 services  provisioned  by  the  Cable  Operator. 
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 -  4  -  159012_  1.  DOC 
 2.  SCOPE 
 2.1  License  for  Unidirectional  Digital  Cable  Products.  A  license  is  granted  herein  only  for  Compliant  Unidirectional  Digital  Cable  Products,  Licensed  Components  and  Prototypes 
 and  Test  Tools.  No  license  is  granted  hereunder  for  manufacture,  sale  or  distribution  of  advanced  interactive  (two-  way)  digital  cable  products. 

 2.2  Unidirectional  Digital  Cable  Products.  Unidirectional  Digital  Cable  Products  at  the  time  of  manufacture  shall  be  Compliant  and  shall  conform  to  the  Referenced  Technology  as 
 required  by  this  Agreement.  No  feature  or  functionality  of  a  Unidirectional  Digital  Cable  Product,  as  manufactured  and  distributed,  shall  (a)  technically  disrupt,  impede  or  impair  the 
 delivery  of  services  to  a  cable  customer;  (b)  cause  physical  harm  to  the  network  or  the  POD;  (c)  facilitate  theft  of  service  or  otherwise  interfere  with  reasonable  actions  taken  by  Cable  Operators 
 to  prevent  theft  of  service;  (d)  jeopardize  the  security  of  any  services  offered  over  the  cable  system;  or  (e)  interfere  with  or  disable  the  ability  of  a  Cable  Operator  to  communicate  with  or 
 disable  a  POD  Module  or  to  disable  services  being  transmitted  through  a  POD  Module. 
 3.  LICENSE  GRANTS  AND  RESTRICTIONS. 
 3.1  License  for  DFAST  Technology.  Subject  to  the  terms  and  conditions  set  forth  herein,  CableLabs  hereby  grants  to  Licensee,  and  Licensee  hereby  accepts  from  CableLabs,  a 
 non-  exclusive,  non-  transferable  (except  as  set  forth  in  Sections  3.2,  3.3  and  12.6  hereof)  worldwide  license  under  Intellectual  Property  Rights  owned  or  licensable  by  CableLabs  in  the 
 DFAST  Technology  to: 
 (a)  possess  and  use  the  DFAST  Technology  to  develop  and  test  Prototypes,  Test  Tools,  and  Licensed  Components; 

 (b)  distribute  the  Test  Tools  and  Licensed  Components  only  to  entities  who  have  obtained  a  license  from  CableLabs  for  the  use  of  the  DFAST  Technology  (including, 
 without  limitation,  entities  that  have  obtained  such  license  under  PHILA  or  otherwise)  (collectively,  CableLabs  Licensees)  and  have  made  parties; 

 (c)  distribute  Prototypes  to  Cable  Operators  and  other  entities  for  the  purpose  of  field  trials  and  technology  evaluation  and  not  for  retail; 
 (d)  make,  have  made,  use,  sell,  offer  to  sell,  import  and  otherwise  distribute  in  North  America  Unidirectional  Digital  Cable  Products; 
 (e)  practice  any  method  or  process  under  the  DFAST  Technology  solely  as  necessary  for  the  manufacture  or  use  of  products  using  the  DFAST  Technology  in  accordance 
 with  the  terms  and  conditions  of  this  Agreement; 
 (f)  Any  right  granted  hereunder  to  the  DFAST  Technology  is  also  granted  with  respect  to  the  DFAST  Technology  as  implemented  in  a  Derivative  Work,  provided  that  the 
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 rights  granted  under  this  section  3.1(  f)  shall  be  subject  to  all  of  the  limitations  set  forth  in  this  Agreement  with  respect  to  the  DFAST  Technology; 
 (g)  use  and  reproduce  the  Documentation  in  order  to  modify  the  Documentation  as  reasonably  required  in  connection  with  Licensees  creation  of  Derivative 
 Works  in  accordance  with  this  Agreement;  and 
 (h)  distribute  the  modified  Documentation  to  customers  in  connection  with  the  distribution  of  Unidirectional  Digital  Cable  Products  in  accordance  with  this  Agreement, 
 provided  that  such  modified  Documentation  shall  not  reveal  any  confidential  information  contained  in  the  DFAST  Technology. 

 3.2  Limited  Right  for  Test  Tools.  In  addition  to  the  rights  granted  under  Section  3.1(  a)  and  3.1(  b),  Licensee  shall  have  the  limited  right  to  make,  have  made,  use,  sell,  offer  to  sell 
 and  otherwise  distribute  Test  Tools,  subject  to  the  following  limitations: 
 (a)  Licensee  shall  distribute  the  Test  Tools  containing  the  DFAST  Technology  only  to  other  CableLabs  Licensees  or  have  made  parties.  Licensee  must  separately  maintain 
 records  of  sales  of  Test  Tools,  and  Licensee  shall  provide  the  names  and  contact  information  of  each  purchaser  to  CableLabs. 

 (b)  Licensee  shall  limit  the  use  of  Test  Tools  for  the  purposes  of  ensuring  proper  operation,  testing,  debugging,  integration  and  tuning.  For  the  purposes  of  this  Section 
 3.2(  b):  (i)  testing  shall  mean  a  process  of  evaluating  a  Prototype  or  Unidirectional  Digital  Cable  Product  to  ensure  proper  operation;  (ii)  debugging  shall  mean  a  process  of  finding  the 
 cause  of  an  error  in  a  Prototype  or  Unidirectional  Digital  Cable  Product,  including  analysis  for  the  purpose  of  exposing  possible  design  flaws;  (iii)  integration  shall  mean  a  process  of 
 evaluating  the  performance  of  a  Prototype  or  a  Unidirectional  Digital  Cable  Product  with  a  POD  Module  to  ensure  that  they  properly  operate  together;  and  (iv)  tuning  shall  mean  a  process  of 
 evaluating  and  improving  a  Prototype  or  Unidirectional  Digital  Cable  Product  to  work  more  efficiently  with  a  POD  Module. 

 3.3  Limited  Right  for  Licensed  Components.  Licensee  shall  have  the  limited  right  to  make,  have  made,  use,  sell,  offer  to  sell,  import  and  otherwise  distribute  Licensed  Components 
 provided,  however,  that  Licensee  shall  distribute  the  Licensed  Components  only  to  other  CableLabs  Licensees  or  have  made  parties;  and  provided  further  that  Licensee  must  separately 
 maintain  records  of  sales  of  Licensed  Components,  and  Licensee  shall  certify,  upon  request  of  CableLabs,  that  Licensed  Components  have  been  distributed  only  to  other  CableLabs  Licensees 
 that  are  listed  on  the  CableLabs  website  (www.  opencable.  com)  or  to  have  made  parties. 
 3.4  No  Other  Licenses  Granted.  Except  as  provided  herein,  no  license  is  granted  by  CableLabs,  either  directly  or  by  implication,  estoppel,  or  otherwise,  and  any  rights  not  expressly 
 granted  to  Licensee  hereunder  are  reserved  by  CableLabs.  No  license  is  granted  for  any  products  (other  than  Licensed  Components,  Test  Tools  and  Prototypes)  that  are  not  Compliant.  All 
 Intellectual  Property  Rights  (except  for  Derivative  Works  made  by  Licensee  which  shall  be 
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 owned  by  Licensee)  in  the  DFAST  Technology  shall  be  and  remain  the  sole  property  of  CableLabs  or  such  companies  that  have  licensed  the  DFAST  Technology  to  CableLabs,  and 
 Licensee  shall  have  no  rights  or  interest  in  such  DFAST  Technology  other  than  the  rights  granted  to  Licensee  under  this  Agreement.  CableLabs  retains  all  right,  title  and  interest  in  and  to  the 
 Licensed  Know-  How  used  in  connection  with  the  DFAST  Technology  that  are  trade  secrets  or  proprietary  information  of  CableLabs  or  its  licensors,  members  or  affiliates  or  are  otherwise 
 owned  or  licensed  by  CableLabs. 
 3.5  Availability  of  Essential  Patent  Claims  on  Fair,  Reasonable,  and  Non-Discriminatory  Terms.  With  respect  to  all  Essential  Patent  Claims  owned  or  controlled  by 
 Licensee,  Licensee  agrees  to  make  licenses,  or  cause  licenses  to  be  made,  available  for  such  Essential  Patent  Claims  on  terms  that  are  fair,  reasonable,  and  non-  discriminatory  to  any  third 
 party  that  desires  to  implement  or  has  implemented  the  DFAST  Technology  in  Unidirectional  Digital  Cable  Products  or  Licensed  Components.  Such  license  may  be  limited  to  products  or 
 services  that  are  made,  sold,  or  offered  for  sale  in  accordance  with  the  terms  of  such  third  partys  DFAST  Technology  License  Agreement  for  Unidirectional  Digital  Cable  Products.  In  addition, 
 Licensee  shall  only  be  bound  by  this  Section  3.5  to  the  extent  such  third  parties  submit  to  an  equivalent  undertaking  with  respect  to  any  Essential  Patent  Claims  owned  or  controlled  by  such 
 third  party. 
 3.6  Joint  Defense  of  Intellectual  Property  Claims.  If  CableLabs  on  the  one  hand  and/  or  Licensee  on  the  other  hand  (each,  a  "Defendant"),  should  be  sued  on  a  single  claim  or 
 related  claims  that  the  DFAST  Technology  necessarily  infringes  the  patent  or  other  rights  of  another  party  (a  "Suit"),  then  the  Defendants  shall,  subject  to  reasonable  non-  disclosure 
 conditions,  provide  to  each  other  reasonable  non-  privileged  information  and  cooperation  relating  to  their  Suits,  and  CableLabs  shall  (subject  to  advice  of  litigation  counsel)  permit  participation  in 
 the  Suit  by  a  Licensee  that  is  not  a  Defendant  at  its  own  expense.  Further,  unless  Licensee  elects  to  independently  defend  the  Suit,  CableLabs  and  Licensee  shall  endeavor  to  negotiate  in  good 
 faith  a  joint  defense  agreement  whereby  common  claims  against  all  Defendants  may  be  defended  in  a  coordinated  and  efficient  manner.  Provided  that  Licensee  is  a  Defendant  and  is  not 
 exercising  its  right  to  pursue  an  independent  defense  of  a  Suit,  CableLabs  and  Licensee  shall  establish  a  joint  steering  committee  to  negotiate  in  good  faith  allocations  of  joint  defense  costs 
 where  possible.  Licensee  shall  have  the  right,  in  its  sole  discretion  and  at  its  sole  expense,  to  pursue  an  independent  defense  of  any  Suit. 

 3.7  Technology  Substitution  in  the  Event  of  a  Claim  of  Infringement.  If  CableLabs  on  the  one  hand  or  Licensee  on  the  other  hand  receives  notice  that  the  DFAST 
 Technology  allegedly  infringes  a  patent  of  a  third  party,  then  CableLabs  may,  at  its  sole  option  and  expense,  obtain  for  Licensee  the  right  to  use  technology  that  is  substantially  equivalent  to  the 
 DFAST  Technology  and  does  not  infringe  such  patent. 
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 4.  ACTIVATION;  DELIVERY  OF  LICENSED  KNOW  HOW;  PRODUCTION  FORECASTS. 
 4.1  Activation.  At  any  time  after  Licensee  has  paid  the  License  Fee  (as  defined  in  Section  5.1),  Licensee  may  execute  the  Activation  Notice  attached  hereto  as  Exhibit  D  (the 
 Activation  Notice)  in  accordance  with  the  procedures  set  out  therein.  Prior  to  Activation,  Licensee  is  not  licensed  to  distribute  any  products  or  components  hereunder,  and  the  provisions 
 of  Sections  3.1,  3.2,  and  3.3  and  3.5,  3.6  and  3.7  shall  only  be  applicable  after  Activation. 
 4.2  Delivery  of  Licensed  Know-  How.  CableLabs  agrees  to  deliver  to  Licensee  one  copy  of  the  Licensed  Know-  How  within  ten  days  of  the  receipt  by  CableLabs  of  the  Activation 
 Notice.  Upon  the  request  of  such  Licensee,  CableLabs  shall  supply  such  Licensee  with  one  or  more  additional  copies  of  the  Licensed  Know-  How  as  may  be  required  for  Licensees  operations. 
 CableLabs  reserves  the  right  to  charge  a  reasonable  administrative  fee  in  connection  with  such  additional  copies.  Except  as  provided  in  Section  3.1(  h),  Licensee  shall  not  make  further  copies 
 of  any  Licensed  Know-  How  provided  pursuant  to  this  Section  4,  and  shall  treat  all  such  information  strictly  in  accordance  with  the  provisions  of  Sections  7.1  through  7.3. 

 4.3  Production  Forecasts.  Licensee,  together  with  other  persons  who  are  licensees  under  a  DFAST  Technology  License  Agreement  for  Unidirectional  Digital  Cable  Products,  shall 
 provide  to  the  Consumer  Electronics  Association  (  CEA)  confidential  production  forecasts  of  the  number  of  Unidirectional  Digital  Cable  Products  that  are  expected  to  be  entering  the 
 marketplace.  Such  monthly  forecasts  shall  be  provided  to  CEA  for  a  rolling  five-  month  period  for  five  years  from  the  month  that  the  first  Unidirectional  Digital  Cable  Product  is  self-  certified. 
 This  information  shall  be  provided  to  CEA  with  the  understanding  that  CEA  shall  aggregate  such  information,  and  provide  the  aggregate  information  to  CableLabs  on  a  monthly  basis.  CableLabs 
 will  issue  only  aggregate  unit  volume  reports  to  Cable  Operators  for  use  in  their  planning.  Except  as  specifically  provided  herein,  CableLabs  and  Cable  Operators  shall  not  use  or  disclose 
 information  provided  under  this  Section  4.3  in  any  manner  whatsoever. 
 5.  FEES;  APPLICABLE  TAXES. 
 5.1  License  Fee.  As  consideration  for  the  licenses  granted  hereunder,  Licensee  agrees  to  pay  CableLabs  a  one-  time,  non-  refundable  license  fee  of  $5,000  (the  License  Fee)  within 
 thirty  days  of  the  Effective  Date. 
 5.2  Applicable  Taxes.  CableLabs  is  exempt  from  income  tax  in  the  United  States  under  Section  501(  c)(  6)  of  the  Internal  Revenue  Code.  The  License  Fee  owed  by  Licensee  to 
 CableLabs  is  exclusive  of,  and  Licensee  shall  pay,  all  sales,  use,  value  added,  excise,  income  tax,  and  other  taxes  (other  than  income  taxes)  that  may  be  levied  upon  either  party  by  taxing 
 authorities  other  than  the  United  States  in  connection  with  this  Agreement  (except  for  taxes  based  on  CableLabs  employees)  and  shall  pay  all  income  taxes  that  may  be  levied  upon 
 Licensee. 
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 6.  CHANGES  TO  GOVERNING  DOCUMENTS.  The  Compliance  Rules  and  the  Robustness  Rules  may  be  amended  from  time  to  time  only  in  accordance  with  the  procedures  set 
 forth  below. 
 6.1  Referenced  Technology.  CableLabs  may,  from  time  to  time,  give  notices  to  Licensee  for  the  purpose  of  providing  advice,  correcting  any  errors  or  omissions  or  clarifying,  but 
 not  materially  amending,  altering  or  expanding  the  Referenced  Technology. 
 6.2  Changes  to  the  Compliance  Rules  and  Robustness  Rules.  Except  for  a  minor  change  that  does  not  alter  existing  requirements  or  add  new  requirements,  and  except  for 
 permissive  changes  that  are  not  binding  on  licensee  (e.  g.,  changes  to  authorize  additional  outputs,  content  protection  or  copy  protection  technologies  pursuant  to  Sections  2.4  or  3.5  of  the 
 Compliance  Rules),  CableLabs  may  change  the  Compliance  Rules  and  the  Robustness  Rules  only  in  accordance  with  this  Section  6.2.  CableLabs  shall  notify  all  DFAST  Licensees  (as 
 defined  below)  simultaneously  of  any  changes  to  the  Compliance  Rules  and  Robustness  Rules,  and  Licensee  shall  be  required  to  comply  with  such  changes  within  12  months  following  the  date 
 (the  Change  Notice  Date)  that  Licensee  is  deemed,  pursuant  to  Section  12.7  of  this  Agreement,  to  have  received  the  notice  from  CableLabs  setting  forth  the  change  in  the 
 Compliance  Rules  or  the  Robustness  Rules  (a  Change  Notice),  or  within  such  longer  period  as  CableLabs  may,  at  its  election,  specify  in  a  Change  Notice,  except  as  provided  in  this  Section 
 6.2.  In  the  event  Licensee,  together  with  either  (i)  two  unaffiliated  licensees  under  a  DFAST  Technology  License  Agreement  for  Unidirectional  Digital  Cable  Products  (a  DFAST 
 Licensee),  or  (ii)  such  number  of  other  DFAST  Licensees  that,  together  with  Licensee,  constitute  a  majority  of  all  DFAST  Licensees),  notifies  CableLabs  within  sixty  (60)  days 
 following  the  Change  Notice  Date  that  it  has  a  bona  fide  objection  to  the  change  on  the  grounds  that  it  would  materially  limit  the  permitted  functionality  or  capabilities  of  a  Unidirectional 
 Digital  Cable  Product,  or  would  materially  increase  its  cost  or  complexity,  then  the  following  procedures  shall  govern  whether  or  not  Licensee  shall  be  required  to  comply  with  such  change: 

 If  the  required  number  of  DFAST  Licensees  specified  above  notify  CableLabs  that  they  object  to  the  change  proposed  in  the  Change  Notice: 
 (a)  CableLabs  and  the  DFAST  Licensees  shall  attempt  in  good  faith  to  resolve  any  objections  that  the  DFAST  Licensees  may  have  with  respect  to  the  proposed  change  during 
 the  sixty  (60)  day  period  following  the  Change  Notice  Date. 
 (b)  At  any  time  during  such  sixty  (60)  day  period,  Licensee  may  file  a  petition  at  the  FCC  for  review  of  the  proposed  change  in  accordance  with  FCC  regulations  for  expedited 
 resolution  of  disputes  regarding  proposed  changes  to  the  Compliance  Rules  and  Robustness  Rules.  The  parties  anticipate  that  the  FCC  shall  determine  in  an  expedited  90-  day  proceeding 
 whether  the  proposed  change  serves  the  public  interest,  taking  into  account  its  effect  on  consumers,  Licensees  and  Cable  Operators;  competition,  innovation,  developments  in 
 technology;  and  the  need  to  protect  Controlled  Content. 
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 (c)  If  the  FCC  disapproves  the  proposed  change  on  or  before  the  date  that  is  one  hundred  eighty  (180)  days  following  the  Change  Notice  Date,  the  proposed  change  shall  not 
 become  effective. 
 (d)  If  the  FCC  approves  the  proposed  change  on  or  before  the  date  that  is  one  hundred  eighty  (180)  days  following  the  Change  Notice  Date,  Licensee  shall  be  required  to 
 comply  with  such  changes  within  twelve  (12)  months  following  such  approval. 
 (e)  If  the  FCC  fails  to  approve  or  disapprove  the  proposed  change  within  one  hundred  eighty  (180)  days  following  the  Change  Notice  Date,  Licensee  shall  be  required  to 
 comply  with  such  change  within  eighteen  (18)  months  following  the  Change  Notice  Date. 
 7.  CONFIDENTIALITY 
 7.1  Confidentiality  of  Licensed  Know-  How.  As  between  CableLabs  and  Licensee,  all  of  the  Licensed  Know-  How  is  confidential  and  proprietary  to  CableLabs  or  the  companies  that 
 have  licensed  to  CableLabs.  Licensee  shall  not  use  or  disclose  Licensed  Know-  How  in  any  manner  whatsoever  other  than  in  connection  with  the  rights  granted  in  Section  3  hereof  or  as 
 otherwise  permitted  by  this  Section  7.  Licensee  shall  implement  and  maintain  security  measures  in  order  to  keep  the  Licensed  Know-  How  confidential  which  are  at  least  as  rigorous  as  Licensee 
 employs  for  its  own  confidential  information.  Licensee  shall  implement  and  maintain  security  measures  for  reference  source  code  implementations,  shared  secret  keys,  Diffie-  Hellman  system 
 parameters,  encryption  and  decryption  keys,  private  keys  and  DFAST  source  and  library  files  that  contain  DFAST  constants  (collectively,  Highly  Confidential  Information),  which  are  in 
 accordance  with  commercial  practices  for  managing  keys,  such  measures  to  include,  at  a  minimum,  the  following: 

 (a)  Licensee  shall  transmit  Highly  Confidential  Information  only  to  its  affiliates,  subcontractors,  consultants,  agents,  employees,  customers  and  representatives  who 
 need  to  know  the  information,  who  are  informed  of  the  confidential  nature  of  the  information,  and,  in  the  case  of  affiliates,  representatives,  customers,  subcontractors  and  consultants  who  have 
 agreed  in  writing  to  abide  by  the  terms  and  conditions  of  this  Section  7.  Licensee  shall  identify  (by  title)  individuals  with  access  to  such  Highly  Confidential  Information  to  CableLabs  upon 
 request. 
 (b)  Licensee  shall  maintain  a  secure  location  on  its  premises  to  be  identified  to  CableLabs  in  which  such  Highly  Confidential  Information  shall  be  stored.  Such  secure  location 
 shall  be  accessible  only  by  authorized  employees  who  shall  be  required  to  sign  in  and  out  each  time  such  employees  visit  such  secure  location.  When  such  Highly  Confidential  Information  is 
 not  in  use,  such  information  shall  be  stored  in  a  locked  safe  at  such  secure  location.  Licensee  may  store  such  Highly  Confidential  Information  at  more  than  one  secure  location  with  the  prior 
 approval  of  CableLabs,  which  approval  shall  not  be  unreasonably  withheld. 
 (c)  Licensee  shall  maintain  a  security  log  of  periodic  tests  of  security,  shipments  of  such  Highly  Confidential  Information  from  one  secure  location  to  another  (if 
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 applicable),  and  breaches  of  security  at  all  secure  locations.  Licensee  shall  reasonably  cooperate  with  CableLabs  and  its  employees  and  agents  to  maintain  the  security  of  such  Highly 
 Confidential  Information,  including  by  promptly  reporting  to  CableLabs  any  thefts  of  such  Highly  Confidential  Information  missing  from  Licensees  possession. 

 (d)  CableLabs  shall  have  the  right  to  review,  upon  five  (5)  business  days  notice,  or  such  earlier  time  as  may  be  reasonable  and  required  due  to  special  circumstances,  the 
 implementation  of  all  security  measures  at  the  secure  location(  s)  required  hereunder  for  Highly  Confidential  Information  on  an  ongoing  basis,  at  reasonable  times  as  agreed  between  Licensee 
 and  CableLabs,  subject  to  a  mutually  agreed  upon  reasonable  non-  disclosure  agreement  prior  to  CableLabs  release  of  Highly  Confidential  Information  to  Licensee.  Should  Licensee  prefer  that 
 such  review  be  conducted  by  a  third-  party  auditor,  Licensee  and  CableLabs  may  agree  upon  one  or  more  acceptable  third-  party  auditors  and  a  reasonable  non-  disclosure  agreement,  prior  to 
 CableLabs  release  of  Highly  Confidential  Information  to  Licensee. 
 7.2  Notification  of  Unauthorized  Use  or  Disclosure.  Licensee  shall  notify  CableLabs  immediately  upon  discovery  of  any  unauthorized  use  or  disclosure  of  Licensed  Know-How, 
 and  will  cooperate  with  CableLabs  to  seek  to  regain  possession  of  the  disclosed  Licensed  Know-  How  and  to  prevent  its  further  unauthorized  use  or  disclosure. 

 7.3  Liability  for  Breach  of  Confidentiality.  With  respect  to  information  provided  by  CableLabs  to  Licensee,  Licensee  shall  be  responsible  for  any  breach  of  Sections  7.1  through 
 7.2  by  its  affiliates,  subcontractors,  consultants,  agents,  employees,  customers  (other  than  CableLabs  members),  representatives,  former  affiliates,  former  agents,  former  employees,  former 
 customers  (other  than  CableLabs  members)  and  former  representatives,  provided  that  no  obligation  of  confidentiality  is  imposed  on  information  which  (a)  is  already  in  or  subsequently 
 enters  the  public  domain  through  no  breach  of  Licensees  obligations  hereunder  and  which  CableLabs  failed  to  remove  from  public  availability  or  to  enjoin  such  public  disclosure  within 
 ninety  (90)  days  after  the  date  such  information  is  or  becomes  generally  known  as  set  forth  above;  (b)  is  known  to  Licensee  or  is  in  its  possession  without  conduct  which  would  constitute  a 
 breach  of  Licensees  obligations  hereunder  prior  to  receipt  from  CableLabs;  (c)  is  developed  independently  by  Licensee  by  persons  who  have  not  had,  either  directly  or  indirectly,  access  to  or 
 knowledge  of  Licensed  Know-  How;  or  (d)  is  lawfully  received  by  Licensee  from  another  party  without  a  duty  of  confidentiality  to  CableLabs.  Notwithstanding  anything  in  Sections  7.1  or  7.2 
 to  the  contrary,  Licensed  Know-  How  may  be  disclosed  by  Licensee  pursuant  to  the  order  or  requirements  of  a  court  or  governmental  administrative  agency  or  other  governmental  body  of 
 competent  jurisdiction,  provided  that  (x)  CableLabs  has  been  notified  of  such  a  disclosure  request  sufficiently  in  advance  to  afford  CableLabs  reasonable  opportunity  to  obtain  a  protective 
 order  or  otherwise  prevent  or  limit  the  scope  of  such  disclosure  to  the  extent  permitted  by  law  and  (y)  Licensee  cooperates  in  good  faith  with  CableLabs  efforts  hereunder.  The  obligations 
 under  Sections  7.1  through  7.3  shall  terminate  three  years  after  the  last  commercial  use  of  the  DFAST  Technology  by  Licensee  or  any  CableLabs  licensee  of  the  DFAST  Technology;  provided 
 that  Sections  7.1(  b)  through  7.1(  d)  shall  cease  to  apply  when  Licensee  has  returned  all  tangible  embodiments  of  Licensed  Know-  How  in  its  possession  to  CableLabs. 
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 8.  TERM  AND  TERMINATION. 
 8.1  Term.  The  initial  term  of  this  Agreement  shall  be  the  life  of  the  Licensed  Patents  and  then,  upon  the  expiration  of  the  Licensed  Patents,  the  term  of  this  Agreement  shall  be 
 extended  as  to  the  Licensed  Know-  How  automatically  thereafter  indefinitely  on  a  year  by  year  basis  unless  earlier  terminated  according  to  its  terms;  provided  that  under  no  circumstances  shall 
 the  term  of  the  license  for  the  Licensed  Patents  granted  pursuant  to  Section  3  of  this  Agreement  exceed  the  patent  term  of  the  last  of  the  Licensed  Patents  to  expire. 

 8.2  Termination  of  Licenses  for  Cause.  CableLabs  may  terminate  the  licenses  granted  hereunder  for  any  specific  model  of  Unidirectional  Digital  Cable  Product  that,  at  the  time 
 of  manufacture,  is  in  material  breach  of  the  Robustness  Rules,  the  Compliance  Rules  or  Section  2.2.  However,  CableLabs  may  only  terminate  the  licenses  pursuant  to  this  Section  8.2  after  the 
 potential  for  a  cure  at  low  cost  at  the  headend  for  the  relevant  service  has  been  evaluated  as  a  reasonable  alternative  and  CableLabs  has  (a)  thoroughly  evaluated  the  potential  breach  with 
 respect  to  the  relevant  model  of  Unidirectional  Digital  Cable  Product,  (b)  consulted  with  Licensee  regarding  the  problem,  (c)  given  written  notice  to  Licensee  of  CableLabs  intent  to 
 terminate  the  license  with  respect  to  such  model  of  Unidirectional  Digital  Cable  Product,  and  (d)  provided  Licensee  with  a  reasonable  opportunity  to  cure  the  breach  (where  such  breach  is  capable 
 of  being  cured)  and  such  breach  remains  uncured  for  sixty  days  following  the  date  of  such  notice,  or,  if  such  breach  cannot  by  its  nature  be  cured  within  such  period,  if  Licensee  has  not 
 commenced,  and  thereafter  at  all  times  diligently  pursues,  commercially  reasonable  efforts  to  cure  as  soon  as  possible  thereafter.  In  circumstances  where  Licensee's  failure  subjects  Controlled 
 Content  to  an  unreasonable  risk  of  unauthorized  copying,  the  maximum  period  for  the  activities  in  clauses  (a),  (b),  (c)  and  (d)  of  the  preceding  sentence  shall  be  forty-  five  days  and  the  cure 
 period  under  clause  (d)  of  the  preceding  sentence  shall  be  thirty  days.  Termination  of  the  licenses  granted  for  any  specific  model  of  Unidirectional  Digital  Cable  Product  shall  not  affect 
 the  licenses  granted  for  any  other  model. 
 8.3  Termination  of  Agreement  for  Cause.  CableLabs  may  terminate  this  Agreement  in  the  event  that  CableLabs  provides  notice  of  Licensees  material  breach  of  any 
 representation,  warranty  or  covenant  set  forth  in  Section  3.3,  5.1,  7.1  through  7.3  or  9.2  hereof  and  (where  such  breach  is  capable  of  being  cured)  such  breach  remains  uncured  sixty  (60)  days 
 following  the  date  of  such  notice. 
 8.4  Termination  by  Licensee.  Licensee  may  terminate  this  Agreement  at  any  time,  whether  before  or  after  Activation  by  Licensee,  upon  sixty  (60)  days  written  notice  to  CableLabs. 

 8.5  Effect  of  Termination.  Upon  the  termination  of  the  licenses  granted  hereunder  for  any  specific  model  of  Unidirectional  Digital  Cable  Product  pursuant  to  Section  8.2,  Licensee 
 may  no  longer  make,  have  made,  use,  sell,  import  or  distribute  such  model  of  Unidirectional  Digital  Cable  Product,  nor  use  the  DFAST  Technology  therewith  except  that,  if  the  termination 
 did  not  result  from  Licensees  failure  to  satisfy  the  requirements  of  the  Robustness  Rules,  or  the  Compliance  Rules,  Licensee  may  sell  or  distribute  any  remaining  Unidirectional  Digital  Cable 
 Products  in  existence  at  the  time  of  termination.  Unless  Licensee  retains  a  license  with  respect  to 
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 other  models  of  Unidirectional  Digital  Cable  Products  hereunder,  Licensee  shall  immediately  return  all  copies  of  the  DFAST  Technology  to  CableLabs,  or  destroy  all  such  copies  to  the 
 reasonable  satisfaction  of  CableLabs.  Licenses  properly  granted  to  Licensee  in  conjunction  with  the  sale  or  distribution  of  Unidirectional  Digital  Cable  Products  by  Licensee  pursuant  to  Section 
 3  prior  to  the  date  of  termination  shall  remain  in  full  force  and  effect.  Upon  any  termination  of  this  Agreement,  Licensee  shall  return  all  tangible  embodiments  of  Licensed  Know-  How  in  its 
 possession  to  CableLabs.  Unless  otherwise  stated  herein,  no  termination  of  this  Agreement,  whether  by  CableLabs  or  by  Licensee,  or  termination  of  any  license  granted  hereunder  shall 
 relieve  either  party  of  any  obligation  or  liability  accrued  hereunder  prior  to  such  termination,  or  rescind  or  give  rise  to  any  right  to  rescind  anything  done  by  either  party  prior  to  the  time  such 
 termination  becomes  effective  nor  shall  the  survival  provisions  of  Section  12.12  be  affected  by  such  termination. 

 9.  REPRESENTATIONS  AND  WARRANTIES. 
 9.1  Representations  and  Warranties  of  CableLabs.  CableLabs  represents,  warrants,  covenants  and  agrees  as  follows: 

 (a)  CableLabs  owns  all  right  and  title  to  the  DFAST  Technology,  or  otherwise  has  the  right  to  grant  the  license  thereof,  and  to  the  best  of  CableLabs  knowledge,  free  of  any 
 claim  or  other  encumbrance  of  any  third  party.  None  of  the  DFAST  Technology  is  or  ever  has  been  declared  invalid  or  unenforceable,  or  is  the  subject  of  a  pending  or  threatened  action  for 
 opposition,  cancellation,  declaration  of  invalidity,  unenforceability  or  misappropriation  or  like  claim,  action  or  proceeding. 

 (b)  Without  investigation,  CableLabs  is  not  aware  of  any  notice  or  claim,  threatened  or  pending,  that  the  use  of  the  DFAST  Technology  in  accordance  with  the  terms  of 
 this  Agreement  infringes  any  third  partys  Intellectual  Property  Rights.  Otherwise,  the  DFAST  Technology  is  licensed  on  an  as  is  basis. 

 (c)  CableLabs  has  authorized  the  person  who  has  signed  this  Agreement  for  CableLabs  to  execute  and  deliver  this  Agreement  to  Licensee  on  behalf  of  CableLabs. 
 (d)  This  Agreement  constitutes  a  valid  and  binding  obligation  of  CableLabs,  enforceable  according  to  its  terms. 
 9.2  Representations  and  Warranties  of  Licensee.  Licensee  represents,  warrants,  covenants  and  agrees  as  follows: 
 (a)  Licensee  has  authorized  the  person  who  has  signed  this  Agreement  for  Licensee  to  execute  and  deliver  this  Agreement  to  Licensee  on  behalf  of  Licensee. 
 (b)  This  Agreement  constitutes  a  valid  and  binding  obligation  of  Licensee,  enforceable  according  to  its  terms. 
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 10.  DISCLAIMERS;  LIMITATION  OF  LIABILITY. 
 10.1  Disclaimers.  Each  party  disclaims  all  other  warranties,  express  or  implied,  including,  but  not  limited  to,  (a)  any  warranty  that  the  DFAST  Technology  does  not  infringe  the 
 intellectual  property  rights  of  any  other  person  or  entity,  (b)  any  warranty  that  any  claims  of  the  Licensed  Patent  are  valid  or  enforceable,  (c)  any  implied  warranties  of  merchantability  and 
 fitness  for  a  particular  purpose,  or  (d)  that  the  rights  and  licenses  granted  to  Licensee  hereunder  comprise  all  the  rights  and  licenses  necessary  or  desirable  to  practice,  develop,  make  or  sell 
 Unidirectional  Digital  Cable  Products.  The  DFAST  Technology  and  enhancements  thereto,  and  any  other  items,  deliverables,  or  information  supplied  by  or  on  behalf  of  CableLabs  are  provided 
 on  an  as  is  basis. 
 10.2.  Limitation  of  Liability.  Except  as  otherwise  specifically  limited  by  this  Agreement,  the  parties  shall  have  all  rights  available  at  law  or  in  equity  for  any  breach  of  this 
 Agreement.  In  no  event  shall  either  party  be  liable  to  the  other  or  to  any  Third-  Party  Beneficiary  (as  defined  in  Section  11)  for  consequential,  incidental,  special,  indirect,  punitive  or  exemplary 
 damages  of  any  kind,  including  without  limitation  loss  of  profit,  savings  or  revenue,  or  the  claims  of  third  parties,  whether  or  not  advised  of  the  possibility  of  such  loss,  however  caused  and  on  any 
 theory  of  liability,  arising  out  of  this  Agreement  or  based  on  the  making,  using,  selling  or  importing  any  product  that  implements  the  DFAST  Technology.  In  no  event  shall  either  party  be 
 liable  to  the  other  or  to  any  Third-  Party  Beneficiary  under  any  circumstances  under  this  Agreement  for  any  claims  that,  individually  or  in  the  aggregate  with  all  other  claims  exceed  the 
 amount  paid  by  Licensee  to  CableLabs  pursuant  to  Section  5  herein.  Notwithstanding  the  foregoing,  the  limitation  of  liability  amount  set  forth  above  shall  be  replaced  with  a  limitation  of 
 $1,000,000  if  the  liability  giving  rise  to  the  claim  for  damages  arises  out  of  Licensees  willful  and  bad  faith  material  breach  of  the  Compliance  Rules,  the  Robustness  Rules,  Section  2.2  or  any 
 provision  of  Section  7.1  through  7.3  regarding  the  security  or  integrity  of  the  Licensed  Know-How. 

 For  purposes  of  this  Agreement,  a  breach  shall  be  material  only  if  Licensee  acted  in  a  manner  that  is  prohibited  by  this  Agreement  or  failed  to  perform  an  obligation  required  under  this 
 Agreement,  which  act  or  failure  has  resulted  in  or  would  be  likely  to  result  in  commercially  significant  harm  to  CableLabs  or  a  Cable  Operator,  or  constitutes  a  threat  to  the  integrity  or 
 security  of  the  DFAST  Technology,  or  exposes  Controlled  Content  to  unauthorized  copying.  In  addition,  the  following  is  a  non-  exclusive  list  of  circumstances  in  which  there  is  no  material 
 breach  of  the  provisions  of  Sections  7.1  through  7.3:  (1)  if  no  Licensed  Know-  How  was  released  to  a  third  party  not  permitted  hereunder  to  have  such  information  or  could  reasonably  have  been 
 expected  to  have  been  released  to  such  third  party  as  a  result  of  the  breach;  (2)  if  Licensee  maintains  an  internal  program  to  assure  compliance  herewith  (including  a  program  to  assure 
 maintenance  of  inventory,  samples,  and  confidentiality  of  information  for  purposes  in  addition  to  compliance  with  this  Agreement),  the  breach  was  inadvertent  or  otherwise  unintentional,  and  the 
 breach  did  not  have  a  material  adverse  effect  on  the  integrity  or  security  of  the  DFAST  Technology;  or  (3)  if  Licensee  brought  the  breach  to  CableLabs'  attention  in  a  timely  manner  as 
 required  by  this  Agreement  and  such  breach  did  not  have  a  material  adverse  effect  on  the  integrity  or  security  of  DFAST  Technology. 
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 11  THIRD-  PARTY-  BENEFICIARY  RIGHTS. 
 11.1  Compliance  of  Licensee  and  other  licensees  with  the  terms  hereof  is  essential  to  maintain  the  value,  integrity,  security  and  performance  of  the  DFAST  Technology  and  networks 
 of  Cable  Operators.  As  part  of  the  consideration  granted  herein,  Licensee  agrees  that  video  programming  providers  that  provide  copyrighted  works  for  transmission  to  Unidirectional  Digital 
 Cable  Products  and  the  copyright  owners  of  such  work  (collectively,  Content  Providers)  and  Cable  Operators  (collectively,  Third-  Party  Beneficiaries),  shall  each  be  a  third-  party 
 beneficiary  of  this  Agreement,  but  only  with  respect  to  their  right  to  bring  a  claim  or  action  against  Licensee  to  seek  injunctive  relief  against  the  manufacture,  distribution,  commercial  use 
 and  sale  of  Licensees  products  that  are  in  material  breach  of  the  Compliance  Rules,  the  Robustness  Rules  or  Section  2.2  of  this  Agreement,  and  for  damages  as  provided  in  Section  11.2. 
 In  any  such  claim  or  action,  reasonable  attorneys  fees  shall  be  awarded  to  the  prevailing  party. 
 11.2  Such  Third  Party  Beneficiaries  may  seek  such  actual  damages  (up  to  the  aggregate  limits  contained  in  Section  10.2)  only  after  (a)  such  Third  Party  Beneficiary  has  given  to 
 CableLabs  written  notice  of  the  potential  breach;  (b)  the  potential  for  a  cure  at  low  cost  at  the  headend  for  the  relevant  service  has  been  evaluated  as  a  reasonable  alternative;  (c)  CableLabs  has 
 thoroughly  evaluated  the  potential  breach  with  respect  to  the  relevant  Unidirectional  Digital  Cable  Product;  (d)  CableLabs  has  consulted  with  Licensee  regarding  the  problem;  (e)  CableLabs 
 has  provided  Licensee  with  a  reasonable  opportunity  to  cure  the  breach  (where  such  breach  is  capable  of  being  cured)  and  such  breach  remains  uncured  for  sixty  (60)  days  following  the  date 
 of  such  notice,  or,  if  such  breach  cannot  by  its  nature  be  cured  within  such  period,  if  Licensee  has  not  commenced,  and  thereafter  at  all  times  diligently  pursued,  commercially  reasonable  efforts  to 
 cure  as  soon  as  possible  thereafter;  and  (f)  CableLabs  has  used  reasonable  efforts  to  inform  all  Cable  Operators  of  such  breach.  Third  Party  Beneficiaries  may  seek  injunctive  relief  only  after 
 providing  CableLabs  and  the  Licensee  with  notice  and  consultation  reasonable  under  the  circumstances  with  respect  to  such  third  party  claim.  Claims  and  actions  under  this  Section  11.2 
 shall  be  made  only  for  material  breaches  (as  defined  in  Section  10.2). 
 12.  MISCELLANEOUS 
 12.1  Independent  Contractors.  The  relationship  established  between  the  parties  by  this  Agreement  is  that  of  independent  contractors.  Nothing  in  this  Agreement  shall  be  construed 
 to  constitute  the  parties  as  partners,  joint  venturers,  co-  owners,  franchisers  or  otherwise  as  participants  in  a  joint  or  common  undertaking  for  any  purpose  whatsoever. 

 12.2  No  Trademark  Rights  Granted.  Nothing  contained  in  this  Agreement  shall  be  construed  as  conferring  any  right  to  use  in  advertising,  publicity,  or  other  promotional  activities 
 any  name,  trade  name,  trademark  or  other  designation  of  either  party  hereto  (including  any  contraction,  abbreviation  or  simulation  of  any  of  the  foregoing). 

 12.3  No  Patent  Solicitation  Required.  Except  as  expressly  provided  herein,  neither  party  shall  be  required  hereunder  to  file  any  patent  application,  secure  any  patent  or  patent  rights, 
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 provide  copies  of  patent  applications  to  the  other  party  or  disclose  any  inventions  described  or  claimed  in  such  patent  applications. 
 12.4  Law  and  Jurisdiction.  THIS  AGREEMENT  SHALL  BE  CONSTRUED,  AND  THE  LEGAL  RELATIONS  BETWEEN  THE  PARTIES  HERETO  SHALL  BE  DETERMINED, 
 IN  ACCORDANCE  WITH  THE  LAW  OF  THE  STATE  OF  NEW  YORK,  UNITED  STATES  OF  AMERICA,  WITHOUT  REGARD  TO  ITS  CONFLICT  OF  LAWS  RULES. 

 (a)  IN  CONNECTION  WITH  ANY  LITIGATION  BETWEEN  THE  PARTIES  HERETO  OR  IN  CONNECTION  WITH  ANY  THIRD-  PARTY-  BENEFICIARY  CLAIM 
 BROUGHT  HEREUNDER  ARISING  OUT  OF  OR  RELATING  TO  THIS  AGREEMENT,  EACH  PARTY  IRREVOCABLY  CONSENTS  TO:  (i)  THE  EXCLUSIVE  JURISDICTION 
 AND  VENUE  IN  THE  FEDERAL  AND  STATE  COURTS  LOCATED  IN  THE  COUNTY  OF  NEW  YORK,  NEW  YORK,  AND  (ii)  THE  SERVICE  OF  PROCESS  OF  SAID  COURTS  IN 
 ANY  MATTER  RELATING  TO  THIS  AGREEMENT  BY  PERSONAL  DELIVERY  OR  BY  MAILING  OF  PROCESS  BY  REGISTERED  OR  CERTIFIED  MAIL,  POSTAGE  PREPAID, 
 AT  THE  ADDRESSES  SPECIFIED  IN  THIS  AGREEMENT,  OR  TO  THE  AGENT  TO  BE  APPOINTED  PURSUANT  TO  THE  SECTION,  BELOW. 

 (b)  IF  LICENSEE  DOES  NOT  HAVE  A  PRINCIPAL  PLACE  OF  BUSINESS  IN  THE  UNITED  STATES,  LICENSEE  SHALL  APPOINT  AGENTS  IN  THE  STATE  OF  NEW 
 YORK  FOR  ACCEPTANCE  OF  SERVICE  OF  PROCESS  PROVIDED  FOR  UNDER  THIS  AGREEMENT  AND  SHALL  NOTIFY  CABLELABS  OF  THE  IDENTITY  AND  ADDRESS 
 OF  SUCH  AGENT  WITHIN  THIRTY  (30)  DAYS  AFTER  THE  EFFECTIVE  DATE. 
 (c)  LICENSEE  WAIVES  ANY  OBJECTION  TO  THE  JURISDICTION,  PROCESS,  AND  VENUE  OF  ANY  SUCH  COURT,  AND  TO  THE  EFFECTIVENESS,  EXECUTION, 
 AND  ENFORCEMENT  OF  ANY  ORDER  OR  JUDGMENT  (INCLUDING,  BUT  NOT  LIMITED  TO,  A  DEFAULT  JUDGMENT)  OF  SUCH  COURT  PERTAINING  TO  THIS 
 AGREEMENT,  TO  THE  MAXIMUM  EXTENT  PERMITTED  BY  THE  LAW  OF  THE  PLACE  WHERE  ENFORCEMENT  OR  EXECUTION  OF  ANY  SUCH  ORDER  OR  JUDGMENT 
 MAY  BE  SOUGHT  AND  BY  THE  LAW  OF  ANY  PLACE  WHOSE  LAW  MIGHT  BE  CLAIMED  TO  BE  APPLICABLE  REGARDING  THE  EFFECTIVENESS,  ENFORCEMENT, 
 OR  EXECUTION  OF  SUCH  ORDER  OR  JUDGMENT,  INCLUDING  PLACES  OUTSIDE  OF  THE  STATE  OF  NEW  YORK  AND  OF  THE  UNITED  STATES. 

 12.5  Compliance  with  Laws.  In  connection  with  this  Agreement,  each  party  shall  comply  with  all  applicable  regulations  and  laws,  including  export,  re-  export  and  foreign  policy 
 controls  and  restrictions  that  may  be  imposed  by  any  government.  Each  party  shall  require  its  customers  to  assume  an  equivalent  obligation  with  regard  to  import  and  export  controls. 

 12.6  No  Assignment.  Licensee  shall  not  assign  any  of  its  rights  or  privileges  under  this  Agreement  without  the  prior  written  consent  of  CableLabs,  such  consent  not  to  be 
 unreasonably  withheld  or  delayed.  No  consent  shall  be  required  for  the  assignment  of  this  Agreement  to  any  wholly-  owned  subsidiary  of  Licensee  or  for  the  assignment  in  connection  with 
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 the  merger  or  the  sale  of  Licensee  or  Licensees  business  unit  provided  that  Licensee  shall  remain  liable  for  its  obligations  hereunder.  Any  attempted  assignment  or  grant  in  derogation  of  the 
 foregoing  shall  be  void. 
 12.7  Notice.  Any  notices  required  or  permitted  to  be  made  or  given  to  either  party  pursuant  to  this  Agreement  shall  be  in  writing  and  shall  be  delivered  as  follows  with  notice 
 deemed  given  as  indicated:  (a)  by  personal  delivery  when  delivered  personally;  (b)  by  overnight  courier  upon  written  notification  of  receipt;  (c)  by  telecopy  or  facsimile  transmission  upon 
 acknowledgment  of  receipt  of  electronic  transmission;  or  (d)  by  certified  or  registered  mail,  return  receipt  requested,  five  days  after  deposit  in  the  mail.  All  notices  must  be  sent  to  the 
 address  set  forth  below,  or  to  such  other  address  as  the  receiving  party  may  have  designated  by  written  notice  given  to  the  other  party: 

 (a)  for  CableLabs,  Attention:  General  Counsel 
 400  Centennial  Parkway,  Louisville,  CO  80027-  1266 
 fax:  303/  661-  9199;  and 
 (b)  for  Licensee, 

 Attention:  fax: 
 12.8  Amendments.  No  amendment  or  modification  hereof  shall  be  valid  or  binding  upon  the  parties  unless  made  in  writing  and  signed  by  both  parties. 
 12.9  Waiver.  Any  waiver  by  either  party  of  any  breach  of  this  Agreement  shall  not  constitute  a  waiver  of  any  subsequent  or  other  breach. 
 12.10  Severability.  If  any  provision  or  provisions  of  this  Agreement  shall  be  held  to  be  invalid,  illegal  or  unenforceable,  the  validity,  legality  and  enforceability  of  the  remaining 
 provisions  shall  not  be  in  any  way  affected  or  impaired  thereby. 
 12.11  Headings.  The  headings  of  the  several  sections  of  this  Agreement  are  for  convenience  of  reference  only  and  are  not  intended  to  be  a  part  of  or  to  affect  the  meaning  or 
 interpretation  of  this  Agreement. 
 12.12  Survival.  The  following  sections  of  the  Agreement  shall  survive  any  termination  of  the  Agreement:  Sections  2.2,  3.4,  5.2,  7.1,  7.2,  7.3,  10.1,  10.2,  11.1,  11.2  and  12.12. 

 12.13  Most  Favored  Status.  CableLabs  shall  make  available  to  Licensee  any  license  terms  made  available  to  any  or  all  manufacturers  of  Unidirectional  Digital  Cable  Products 
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 pursuant  to  the  DFAST  Technology  License  Agreement  for  Unidirectional  Digital  Cable  Products.  CableLabs  also  commits  that  the  benefit  of  any  modifications,  clarifications  or 
 interpretations  of  language,  made  by  CableLabs  or  mandated  by  applicable  governmental  or  judicial  authority,  in  a  DFAST  Technology  License  Agreement  for  Unidirectional  Digital  Cable 
 Products  shall  be  extended  to  Licensee  in  accordance  with  this  Section  12.13.  Where  CableLabs  agrees  to  make  a  change  to  a  particular  licensees  DFAST  Technology  License  Agreement  for 
 Unidirectional  Digital  Cable  Products,  Licensee  may  incorporate  such  change,  or  upgrade  to  such  revised  agreement  in  total,  at  any  time.  Where  CableLabs  has  agreed  to  include  language  in  a 
 particular  DFAST  Technology  License  Agreement  for  Unidirectional  Digital  Cable  Products  that  is  more  favorable  than  that  in  Licensee's  DFAST  Technology  License  Agreement  for 
 Unidirectional  Digital  Cable  Products,  CableLabs  shall  not  enforce  the  language  in  this  Agreement  with  respect  to  Licensee  to  the  extent  that  such  language  is  less  favorable  than  that 
 language  found  in  such  other  licensees  DFAST  Technology  License  Agreement  for  Unidirectional  Digital  Cable  Products.  CableLabs  shall  upon  the  request  of  Licensee  take 
 reasonable  steps  to  keep  Licensee  informed  of  any  changes  to  the  DFAST  Technology  License  Agreement,  and  to  provide  Licensee  with  the  most  recent  version.  It  is  understood  and  agreed 
 that  PHILA  sets  forth  a  separate  set  of  obligations  that  govern  the  relationship  between  the  parties  thereto,  that  this  Agreement  and  the  changes  hereto  shall  not  alter  any  provisions  of  any 
 PHILA,  and  that  changes  to  any  PHILA  shall  not  alter  the  provisions  of  this  Agreement. 
 IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Agreement  to  be  duly  signed  and  to  be  effective  as  of  the  Effective  Date  above. 

 [Licensee]  Cable  Television  Laboratories,  Inc. 
 Signature:  Signature: 
 Printed  Name:  Printed  Name: 
 Title:  Title: 

 List  of  Exhibits: 
 Exhibit  A  Referenced  Technology  Exhibit  B  Compliance  Rules 
 Exhibit  C  Robustness  Rules  Exhibit  C-  1  Robustness  Checklist 
 Exhibit  D  Activation  Notice 
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 Exhibit  A  Referenced  Technology 
 A  Unidirectional  Digital  Cable  Product: 
 1.  Shall  include  the  POD  interface,  specified  in  SCTE  28  2001  as  amended  by  DVS/  519r2  (as  of  11/  05/  02)  and  SCTE  41  2001  as  amended  by  DVS/  301r4  (as  of 
 10/  29/  02)  Support  for  IP  flows  is  not  required.  2.  Shall  include  portions  of  EIA-  818D  and  DVS  538  (as  of  10/  29/  02)  specifically 
 addressing  harm  to  the  network  as  identified  by  DFAST  Licensees  and  CableLabs. 
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 Exhibit  B 
 Compliance  Rules 

 Unidirectional  Digital  Cable  Products,  at  the  time  of  manufacture,  must  comply  with  the  requirements  set  forth  in  this  Exhibit  and  be  constructed  so  as  to  resist  attempts  at  circumvention 
 of  these  requirements  as  specified  in  Exhibit  C,  Robustness  Rules. 
 1.  Definitions 
 1.1  Consensus  Watermark  means  a  watermark  that  has  been  developed  on  a  multi-  industry  basis  pursuant  to  a  broad  consensus  in  an  open,  fair,  voluntary  process,  and  that 
 has  thereafter  been  identified  in  a  notice  by  CableLabs  to  Licensee  as  the  Consensus  Watermark  for  purposes  of  this  Agreement. 

 1.2  Controlled  Content  means  content  that  has  been  transmitted  from  the  POD  Module  with  the  encryption  mode  indicator  (  EMI)  bits  set  to  a  value  other  than  zero,  zero 
 (0,0). 
 1.3  DTCP  means  that  method  of  encryption,  decryption,  authentication,  key  exchange  and  renewability  that  is  described  in  the  specification  entitled  Digital  Transmission 
 Content  Protection  Specification  as  may  be  amended  from  time  to  time. 
 1.4  HDCP  means  that  method  of  authentication,  encryption,  decryption  and  renewability  for  high-  bandwidth  Digital  Copy  Protection  as  described  in  the  specification  entitled 
 High-  bandwidth  Digital  Content  Protection  revision  1.0  as  may  be  amended  from  time-  to-  time. 
 1.5  High  Definition  Analog  Form  [or]  Output  means  a  format  or  output  that  is  not  digital,  and  has  a  resolution  higher  than  Standard  Definition  Analog  Form  or  Output. 

 1.6  Standard  Definition  Analog  Form  [or]  Output  means  a  format  or  output  that  is  not  digital,  is  NTSC  RF,  Composite,  S-  Video,  Y,  Pb,  Pr,  Y,  R-  Y,  B-  Y  or  RGB  and  has  no  more 
 than  483  interlace  or  progressive  active  scan  lines. 
 2.  Outputs  of  Controlled  Content 
 2.1  General.  A  Unidirectional  Digital  Cable  Product  shall  not  output  Controlled  Content,  or  pass  Controlled  Content  to  any  output,  except  as  permitted  in  this  Section  2. 

 2.2  Standard  Definition  Analog  Outputs.  A  Unidirectional  Digital  Cable  Product  shall  not  output  Controlled  Content,  or  pass  Controlled  Content  to  any  output,  in  Standard 
 Definition  Analog  Form  except  as  provided  in  Sections  2.2.1  or  2.2.2: 
 2.2.1  In  any  transmission  through  an  NTSC  RF,  Composite,  Y,  Pb,  Pr,  Y,  R-  Y,  B-  Y,  or  RGB  format  analog  output  (including  an  S-  video  output  and  including  transmissions  to 
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 any  internal  copying,  recording  or  storage  device)  of  a  signal  including  Controlled  Content,  Unidirectional  Digital  Cable  Products  shall  generate  copy  control  signals  in 
 response  to  the  instructions  provided  in  the  APS  bits  of  the  Copy  Control  Instruction  message  for  Controlled  Content  (i.  e.  trigger  bits  for  Automatic  Gain  Control  and 
 Colorstripe  copy  control  systems,  as  referenced  below).  The  technologies  that  satisfy  this  condition  and  are  authorized  hereunder  are  limited  to  the  following: 

 (1)  For  NTSC  analog  outputs  (including  RF,  Composite  or  S-  Video),  the  specifications  for  the  Automatic  Gain  Control  and  Colorstripe  copy  control 
 systems  (contained  in  the  document  entitled  Specifications  of  the  Macrovision  Copy  Protection  Process  for  STB/  IRD  Products  Revision  7.1.  S1,  October  1, 
 1999); 
 (2)  For  Y,  Pb,  Pr  or  Y,  R-  Y,  B-  Y  outputs,  the  appropriate  specifications  for  the  Automatic  Gain  Control  copy  control  system  (contained  in  the  document  entitled 
 Specifications  of  the  Macrovision  Copy  Protection  Process  for  STB/  IRD  Products  Revision  7.1.  S1,  October  1,  1999); 

 (3)  For  480p  progressive  scan  outputs,  the  appropriate  specification  for  the  Automatic  Gain  Control  copy  control  system  (contained  in  the  document  entitled 
 Specification  of  the  Macrovision  AGC  Copy  Protection  Waveforms  for  DVD  Applications  with  525p  (480p)  Progressive  Scan  Outputs,  Revision  1.1.1  (August 
 15,  2002)). 
 2.2.2  A  Unidirectional  Digital  Cable  Product  may  output  Controlled  Content,  or  pass  Controlled  Content  through  a  VGA  output  to  a  monitor,  in  Standard  Definition  Analog 
 Form. 
 2.3  High  Definition  Analog  Outputs.  Unidirectional  Digital  Cable  Products  may  output  Controlled  Content,  or  pass  Controlled  Content  to,  High  Definition  Analog  Outputs. 

 2.4  Digital  Outputs.  A  Unidirectional  Digital  Cable  Product  shall  not  output  Controlled  Content,  or  pass  Controlled  Content,  to  any  output  in  digital  form  except  as  permitted 
 by  this  Section  2.4. 
 2.4.1  If  a  Unidirectional  Digital  Cable  Product  includes  any  form  of  1394  output,  such  Unidirectional  Digital  Cable  Product  may  output  Controlled  Content,  and  pass 
 Controlled  Content  to  such  output  in  digital  form  where  such  output  is  protected  by  DTCP. 

 2.4.2  If  a  Unidirectional  Digital  Cable  Product  includes  any  form  of  the  Digital  Visual  Interface  (  DVI)  output,  including  High  Definition  Multimedia  Interface 
 (  HDMI),  such  Unidirectional  Digital  Cable  Product  may  output  Controlled  Content,  and  pass  Controlled  Content  to  such  output,  in  digital  form  where  such 
 output  is  protected  by  HDCP. 
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 2.4.3  A  Unidirectional  Digital  Cable  Product  that  outputs  Controlled  Content  may  use  a  copy  protection  technology  other  than  DTCP  or  HDCP  as  may  be  approved  under 
 Section  2.4.4. 
 2.4.4  CableLabs  shall  approve  or  disapprove  digital  outputs  and/  or  content  protection  technologies  on  a  reasonable  and  nondiscriminatory  basis  within  180  days  of 
 submission  by  a  Licensee  of  a  request  and  all  information  necessary  to  evaluate  such  request.  In  the  event  of  disapproval,  CableLabs  will  indicate  in  writing  the 
 specific  reasons  for  the  disapproval.  CableLabs  shall  not  withhold  approval  of  any  such  output  or  content  protection  technology  that  provides  effective  protection 
 to  Controlled  Content  against  unauthorized  interception,  retransmission  and  copying.  In  making  that  determination,  CableLabs  shall  take  into  account  (a)  the 
 effectiveness  of  the  technology;  (b)  the  license  terms  governing  the  secure  implementation  of  the  technology;  and  (c)  other  objective  criteria.  In  the  event 
 that  CableLabs  disapproves  or  fails  to  act  within  the  time  specified  above,  a  Licensee  may  petition  the  Federal  Communications  Commission  concerning  such 
 denial  or  lack  of  approval.  The  parties  anticipate  that  the  FCC  shall  determine  in  an  expedited  90-  day  proceeding  whether  the  proposed  digital  output  and/  or 
 content  protection  technology  provides  effective  protection  to  Controlled  Content  against  unauthorized  interception,  retransmission  or  copying,  taking  into  account, 
 among  other  things,  the  factors  utilized  by  CableLabs.  CableLabs  agrees  to  be  bound  by  a  final  order  of  the  FCC.  Notwithstanding  the  foregoing,  in  the  event 
 that  CableLabs  is  advised  that  four  (4)  member  studios  of  the  Motion  Picture  Association  approve  a  digital  output  or  content  protection  technology  that 
 provides  effective  protection  to  Controlled  Content  against  unauthorized  interception,  retransmission  or  copying,  such  output  or  content  protection 
 technology  shall  be  deemed  approved  by  CableLabs  pursuant  to  this  Section  2.4.4,  and  upon  receipt  of  notice  by  CableLabs  of  such  approval  by  the  four  studios, 
 CableLabs  shall  amend  these  Compliance  Rules  to  include  such  output  and/  or  content  protection  technology. 

 2.5  Protection  of  the  Watermark. 
 2.5.1  Commencing  on  the  date  that  CableLabs  identifies  the  Consensus  Watermark,  Licensee: 
 (1)  Shall,  when  selecting  among  technological  implementations  for  product  features  of  Unidirectional  Digital  Cable  Products  and  Licensed 
 Components  designed  after  such  date,  take  commercially  reasonable  care  (taking  into  consideration  the  reasonableness  of  the  costs  of 
 implementation,  as  well  as  the  comparability  of  their  technical  characteristics,  of  applicable  commercial  terms  and  conditions,  and  of 
 their  impact  on  Controlled  Content  and  on  the  effectiveness  and  visibility  of  the  Consensus  Watermark)  that  Unidirectional  Digital  Cable  Products 
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 and  Licensed  Components  do  not  strip,  interfere  with  or  obscure  the  Consensus  Watermark  in  Controlled  Content; 
 (2)  Shall  not  design  new  Unidirectional  Digital  Cable  Products  or  Licensed  Components  for  which  the  primary  purpose  is  to  strip,  interfere  with  or 
 obscure  the  Consensus  Watermark  in  Controlled  Content;  and  (3)  Shall  not  knowingly  promote  or  knowingly  advertise  or  knowingly 
 cooperate  in  the  promotion  or  advertising  of  Unidirectional  Digital  Cable  Products  or  Licensed  Components  for  the  purpose  of  stripping,  interfering 
 with  or  obscuring  the  Consensus  Watermark  in  Controlled  Content.  2.5.2  Commencing  eighteen  (18)  months  after  CableLabs  identifies  the 
 Consensus  Watermark,  Licensee:  (1)  Shall  not  produce  Unidirectional  Digital  Cable  Products  or  Licensed 
 Components  for  which  the  primary  purpose  is  to  strip,  interfere  with  or  obscure  the  Consensus  Watermark  Controlled  Content;  and 
 (2)  Shall  not  knowingly  distribute  or  knowingly  cooperate  in  distribution  of  Unidirectional  Digital  Cable  Products  or  Licensed  Components  for  the 
 purpose  of  stripping,  interfering  with  or  obscuring  the  Consensus  Watermark  in  Controlled  Content. 
 (3)  This  Section  2.5  shall  not  prohibit  a  Unidirectional  Digital  Cable  Product  or  Licensed  Component  from  incorporating  legitimate  features  (i.  e., 
 zooming,  scaling,  cropping,  picture-  in-  picture,  compression,  recompression,  image  overlays,  overlap  of  windows  in  a  graphical  user 
 interface,  audio  mixing  and  equalization,  video  mixing  and  keying,  downsampling,  upsampling,  and  line  doubling,  or  conversion  between 
 widely-  used  formats  for  the  transport,  processing  and  display  of  audiovisual  signals  or  data,  such  as  between  analog  and  digital  formats  and 
 between  PAL  and  NTSC  or  RGB  and  Y,  Pb,  Pr  formats,  as  well  as  other  features  as  may  be  added  to  the  foregoing  list  from  time  to  time  by 
 CableLabs  by  amendment  to  these  Compliance  Rules)  that  are  not  prohibited  by  law,  and  such  features  shall  not  be  deemed  to  strip,  interfere 
 with  or  obscure  the  Consensus  Watermark  in  Controlled  Content,  provided  that  (a)  Licensee  shall,  at  all  times  after  CableLabs  identifies  the 
 Consensus  Watermark,  take  commercially  reasonable  care,  in  accordance  with  Section  2.5,  that  such  features  in  a  Unidirectional  Digital  Cable 
 Product  do  not  strip,  obscure,  or  interfere  with  the  Consensus  Watermark  in  Controlled  Content,  and  (b)  Licensee  shall  not  knowingly  market  or 
 knowingly  distribute,  or  knowingly  cooperate  in  marketing  or  distributing,  such  Unidirectional  Digital  Cable  Products  or  Licensed  Components  for 
 the  purpose  of  stripping,  obscuring  or  interfering  with  the  Consensus  Watermark  in  Controlled  Content. 
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 3.  Copying,  Recording,  and  Storage  of  Controlled  Content 
 3.1  General.  Unidirectional  Digital  Cable  Products,  including,  without  limitation,  Unidirectional  Digital  Cable  Products  with  inherent  or  integrated  copying,  recording  or  storage 
 capability  shall  not  copy,  record,  or  store  Controlled  Content,  except  as  permitted  in  this  section. 
 3.2  Mere  Buffer  for  Display.  Unidirectional  Digital  Cable  Products  may  store  Controlled  Content  temporarily  for  the  sole  purpose  of  enabling  the  immediate  display  of 
 Controlled  Content,  provided  that  (a)  such  storage  does  not  persist  or  cannot  be  accessed  in  usable  form  after  the  content  has  been  displayed,  and  (b)  the  data  is  not  stored  in  a  way  that 
 supports  copying,  recording,  or  storage  of  such  data  for  other  purposes. 
 3.3  Copy  No  More.  Unidirectional  Digital  Cable  Products  shall  not  copy,  record  or  store  Controlled  Content  that  is  designated  in  the  CCI  bits  as  having  been  copied  but  not  to  be 
 copied  further  (  copy  no  more),  except  as  permitted  in  section  3.2  or  3.5.2. 
 3.4  Copy  Never.  Unidirectional  Digital  Cable  Products,  including,  without  limitation,  such  a  device  with  integrated  recording  capability  such  as  a  so-  called  personal  video 
 recorder,  shall  not  copy  Controlled  Content  that  is  designated  in  the  CCI  bits  as  never  to  be  copied  (  copy  never)  except  as  permitted  in  section  3.2  or  by  the  following  3.4.1: 

 3.4.1  Pause.  A  Unidirectional  Digital  Cable  Product  may,  without  further  authorization,  pause  content  as  to  which  Copy  Never  control  has  been  asserted  up 
 to  90  minutes  from  initial  transmission  (e.  g.,  frame-  by-  frame,  minute-  by-  minute,  megabyte  by  megabyte,  etc.).  Content  that  has  been  paused  shall  be  stored  in  a 
 manner  which  is  encrypted  in  a  manner  that  provides  no  less  security  than  56-  bit  DES. 

 3.5  Copy  One  Generation. 
 3.5.1  Unidirectional  Digital  Cable  Products  may  make  a  copy  of  Controlled  Content  that  is  designated  as  permissible  to  be  copied  for  one  generation  (  Copy  One 
 Generation),  as  provided  in  Section  3.2  or  provided  that  the  copy  is  scrambled  or  is  otherwise  made  secure  using  one  or  more  of  the  following  methods,  such  that 
 no  further  usable  copies  may  be  made  thereof,  or  they  may  treat  such  Controlled  Content  as  "Copy  Never": 

 (1)  The  copy  is  scrambled  or  encrypted  using  any  one  generation  copy  protection  technology  which  is  approved  by  CableLabs.  CableLabs  shall 
 approve  copy  one  generation  copy  protection  technologies  on  a  reasonable  and  nondiscriminatory  basis  within  180  days  of  submission  by  a  Licensee 
 of  a  request  and  all  information  necessary  to  evaluate  such  request.  In  the  event  of  disapproval,  CableLabs  will  indicate  in  writing  the  specific 
 reasons  for  the  disapproval.  CableLabs  shall  not  withhold  approval  of  any  such  copy  protection  technology  that  provides  effective  protection  to 
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 Controlled  Content  against  unauthorized  interception,  retransmission  and  copying.  In  making  that  determination,  CableLabs  shall  take  into  account 
 (a)  the  effectiveness  of  the  technology;  (b)  the  license  terms  governing  the  secure  implementation  of  the  technology;  and  (c)  other  objective  criteria. 
 In  the  event  that  CableLabs  disapproves  or  fails  to  act  within  the  time  specified  above,  a  Licensee  may  petition  the  Federal  Communications 
 Commission  concerning  such  denial  or  lack  of  approval.  The  parties  anticipate  that  the  FCC  shall  determine  in  an  expedited  90-  day  proceeding 
 whether  the  proposed  copy  protection  technology  provides  effective  protection  to  Controlled  Content  against  unauthorized  interception, 
 retransmission  or  copying,  taking  into  account,  among  other  things,  the  factors  utilized  by  CableLabs.  CableLabs  agrees  to  be  bound  by  a  final 
 order  of  the  FCC.  Notwithstanding  the  foregoing,  in  the  event  that  CableLabs  is  advised  that  four  (4)  member  studios  of  the  Motion  Picture 
 Association  approve  a  copy  protection  technology  that  provides  effective  protection  to  Controlled  Content  against  unauthorized  interception, 
 retransmission  and  copying,  such  copy  protection  technology  shall  be  deemed  approved  by  CableLabs  pursuant  to  this  Section  3.5.1,  and  upon 
 receipt  of  notice  by  CableLabs  of  such  approval  by  the  four  studios,  CableLabs  shall  amend  these  Compliance  Rules  to  include  such  copy 
 protection  technology; 
 (2)  The  copy  is  stored  using  an  encryption  protocol  which  uniquely  associates  such  copy  with  a  single  device  so  that  it  cannot  be  played  on  another 
 device  or,  if  stored  to  removable  media,  so  that  no  further  usable  copies  may  be  made  thereof;  or 

 (3)  Methods  which  may  be  approved  by  CableLabs  in  the  future.  Any  Copy  One  Generation  copies  must  be  marked  or  updated  so  as  not  to  be  further 
 copied  ("  Copy  No  More"). 
 3.5.2  A  Unidirectional  Digital  Cable  Product  that  makes  a  copy  of  content  marked  in  the  CCI  as  Copy  One  Generation  in  accordance  with  this  Section  3.5  may  move  such 
 content  to  a  single  removable  recording  medium,  or  to  a  single  external  recording  device,  only  when  (a)  the  external  recording  device  indicates  that  it  is  authorized  to  perform  this 
 Move  function  in  accordance  with  the  requirements  of  this  Section,  and  to  copy  such  Controlled  Content  in  accordance  with  the  requirements  of  this  Section  3.5;  (b)  such 
 content  is  marked  for  transmission  by  the  originating  Unidirectional  Digital  Cable  Product  as  Copy  One  Generation;  (c)  the  content  is  output  over  a  protected  output  in 
 accordance  with  Sections  2.2  or  2.4  of  this  Exhibit  B;  (d)  before  the  Move  is  completed,  the  originating  Unidirectional  Digital  Cable  Product  recording  is  rendered  non-  useable 
 and  the  moved  content  is  marked  Copy  No  More  and  (e)  the  device  to  which  the  removable  recording  medium  is  moved  is  unable  or  rendered  unable  to  output  the  content 
 except  through  outputs  authorized  by  these  Compliance  Rules.  Multiple  moves  consistent  with  these  requirements  are  not  prohibited. 
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 3.6  No  Waiver.  Licensee  acknowledges  that  the  provisions  of  this  Section  3  are  not  a  waiver  or  license  of  any  copyright  interest  or  an  admission  of  the  existence  or  non-  existence  of  a 
 copyright  interest. 
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 Exhibit  C 
 Robustness  Rules 
 1.  Construction. 

 1.1  Generally.  The  Unidirectional  Digital  Cable  Products  as  shipped  shall  meet  the  Compliance  Rules  and  shall  be  designed  and  manufactured  in  a  manner  to  effectively  frustrate 
 attempts  to  modify  such  Unidirectional  Digital  Cable  Products  to  defeat  the  Compliance  Rules  or  functions  of  the  Referenced  Technology. 

 1.2  Defeating  Functions.  Unidirectional  Digital  Cable  Products  shall  not  include  (i)  switches,  buttons,  jumpers  or  software  equivalents  of  any  of  the  foregoing,  (ii)  specific  traces  that 
 can  be  cut,  or  (iii)  service  menus  or  functions  (including  remote-  control  functions),  in  each  case  by  which  the  DFAST  Technology,  content  protection  technologies,  analog  protection  systems, 
 Reprotection,  output  restrictions,  recording  limitations,  or  other  mandatory  provisions  of  the  Referenced  Technology  or  the  Compliance  Rules  can  be  defeated  or  by  which  Controlled 
 Content  can  be  exposed  to  unauthorized  copying.  For  the  purpose  of  this  exhibit,  Reprotection  shall  mean  the  application  of  an  approved  protection  technology,  when  required,  to  Controlled 
 Content  received  from  a  POD  Module  that  is  to  be  output  from  the  Unidirectional  Digital  Cable  Product,  and  the  integrity  of  the  system  and  methods  by  which  such  application  is  assured. 

 1.3  Keep  Secrets.  Unidirectional  Digital  Cable  Products  shall  be  designed  and  manufactured  in  a  manner  to  effectively  frustrate  attempts  to  discover  or  reveal  (i)  the  unique 
 number,  of  a  specified  bit  length,  assigned  to  each  Unidirectional  Digital  Cable  Product,  the  numbers  used  in  the  process  for  encryption  or  decryption  of  Controlled  Content,  or  the  private 
 key  used  in  the  process  for  encryption  or  decryption  of  Controlled  Content  (collectively,  Keys)  and  (ii)  the  methods  and  cryptographic  algorithms  used  to  generate  such  Keys. 

 1.4  Documents  and  Robustness  Certification  Checklist. 
 1.4.1  Before  releasing  any  Unidirectional  Digital  Cable  Product,  Licensee  must  perform  tests  and  analyses  to  assure  compliance  with  this  Exhibit  C.  A  Robustness  Certification 
 Checklist  is  attached  as  Exhibit  C-  1  for  the  purpose  of  assisting  Licensee  in  performing  tests  covering  certain  important  aspects  of  this  Exhibit  C.  Inasmuch  as  the  Robustness  Certification 
 Checklist  does  not  address  all  elements  required  for  the  manufacture  of  a  Compliant  product,  Licensee  is  strongly  advised  to  review  carefully  the  Referenced  Technology,  the  Compliance 
 Rules  and  this  Exhibit  C  so  as  to  evaluate  thoroughly  both  its  testing  procedures  and  the  compliance  of  its  Unidirectional  Digital  Cable  Products. 

 1.4.2  Licensee  specifically  acknowledges  and  agrees  that  it  must  provide  copies  of  the  Referenced  Technology,  the  Compliance  Rules,  the  Robustness  Rules,  and  the  Robustness 
 Certification  Checklist  to  its  responsible  supervisors  of  product  design  and  manufacture  in  such  manner  and  at  such  times  as  to  induce  compliance  with  such  materials  and  completion  of  the 
 Robustness  Certification  Checklist. 
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 2.  Controlled  Content  Paths.  Controlled  Content  shall  not  be  available  on  outputs  other  than  those  specified  in  the  Compliance  Rules,  and,  within  such  Unidirectional  Digital  Cable 
 Product,  Controlled  Content  shall  not  be  present  on  any  User  Accessible  Buses  (as  defined  below)  in  non-  encrypted,  compressed  form.  Similarly  unencrypted  Keys  used  to  support  any 
 content  encryption  and/  or  decryption  in  the  Unidirectional  Digital  Cable  Products  data  shall  not  be  present  on  any  user  accessible  buses.  Notwithstanding  the  foregoing,  compressed  audio  data 
 may  be  output  to  an  external  Dolby  Digital  decoder  in  the  clear  via  the  S/  PDIF  connector.  This  section  shall  not  apply  to  navigation  data  contained  in  the  Program  Association  Tables  (PAT)  or 
 the  Program  Map  Tables  (PMT).  A  User  Accessible  Bus  means  a  data  bus  that  is  designed  for  end  user  upgrades  or  access  such  as  PCI  that  has  sockets  or  is  otherwise  user  accessible, 
 SmartCard,  PCMCIA,  or  Cardbus,  but  not  memory  buses,  CPU  buses  and  similar  portions  of  a  device's  internal  architecture. 

 3.  Methods  of  Making  Functions  Robust.  Unidirectional  Digital  Cable  Products  shall  use  at  least  the  following  techniques  to  make  robust  the  functions  and  protections  specified  in  this 
 Agreement: 
 (a)  Distributed  Functions.  The  portions  of  the  Unidirectional  Digital  Cable  Product  that  perform  authentication  and  decryption  and  the  MPEG  (or  similar)  decoder  shall  be  designed 
 and  manufactured  in  a  manner  associated  and  otherwise  integrated  with  each  other  such  that  Controlled  Content  in  any  usable  form  flowing  between  these  portions  of  the  Unidirectional 
 Digital  Cable  Product  shall  be  secure  to  the  level  of  protection  described  in  Section  3(  e)  below  from  being  intercepted  or  copied. 

 (b)  Software.  Any  portion  of  the  Unidirectional  Digital  Cable  Product  that  implements  a  part  of  the  Referenced  Technology  in  software  shall  include  all  of  the 
 characteristics  set  forth  in  Sections  1  and  2  of  this  Exhibit  C.  For  the  purposes  of  this  Exhibit  C,  "Software"  shall  mean  the  implementation  of  the  functions  as  to  which  this  Agreement  requires  a 
 Unidirectional  Digital  Cable  Product  to  be  compliant  through  any  computer  program  code  consisting  of  instructions  or  data,  other  than  such  instructions  or  data  that  are  included  in 
 Hardware.  Such  implementations  shall: 
 (i)  Comply  with  Section  1.3  by  any  reasonable  method  including  but  not  limited  to  encryption,  execution  of  a  portion  of  the  implementation  in  ring  zero  or 
 supervisor  mode,  and/  or  embodiment  in  a  secure  physical  implementation;  and  in  every  case  of  implementation  in  software,  using  effective  techniques  of  obfuscation  to  disguise 
 and  hamper  attempts  to  discover  the  approaches  used; 
 (ii)  Be  designed  to  perform  self-  checking  of  the  integrity  of  its  component  parts  such  that  unauthorized  modifications  will  be  expected  to  result  in  a  failure  of  the 
 implementation  to  provide  the  authorized  authentication  and/  or  decryption  function.  For  the  purpose  of  this  provision,  a  modification  includes  any  change  in,  or  disturbance  or 
 invasion  of  features  or  characteristics,  or  interruption  of  processing,  relevant  to  Sections  1  and  2  of  this  Exhibit  C.  This  provision  requires  at  a  minimum  the  use  of  code  with  a 
68
 -  28  -  159012_  1.  DOC 
 cyclic  redundancy  check  that  is  further  encrypted  with  a  private  key  or  a  secure  hashing  algorithm  or  an  equivalent  level  of  protection  such  as  encryption  with  a  private  key  or  a 
 secure  hashing  algorithm;  and 
 (iii)  Meet  the  level  of  protection  outlined  in  Section  3(  e)  below. 
 (c)  Hardware.  Any  portion  of  the  Unidirectional  Digital  Cable  Product  that  implements  a  part  of  the  Referenced  Technology  in  hardware  shall  include  all  of  the 
 characteristics  set  forth  in  Sections  1  and  2  of  this  Exhibit  C.  Such  implementations  shall: 
 (i)  Comply  with  Section  1.3  by  any  reasonable  method  including  but  not  limited  to:  embedding  Keys,  Key  generation  methods  and  the  cryptographic  algorithms  in 
 silicon  circuitry  or  firmware  that  cannot  reasonably  be  read,  or  the  techniques  described  above  for  software; 

 (ii)  Be  designed  such  that  attempts  to  reprogram,  remove  or  replace  hardware  elements  in  a  way  that  would  compromise  the  security  or  content  protection  features  of 
 DFAST  Technology,  Referenced  Technology,  the  Agreement  or  in  Unidirectional  Digital  Cable  Products  would  pose  a  serious  risk  of  damaging  the  Unidirectional  Digital  Cable 
 Product  so  that  it  would  no  longer  be  able  to  receive,  decrypt  or  decode  Controlled  Content.  By  way  of  example,  a  component  that  is  soldered  rather  than  socketed  may  be 
 appropriate  for  this  means;  and 
 (iii)  Meet  the  level  of  protection  outlined  in  Section  3(  e)  below. 
 For  purposes  of  these  Robustness  Rules,  hardware  shall  mean  a  physical  device,  including  a  component,  that  implements  any  of  the  content  protection  requirements  as  to  which  this 
 Agreement  requires  that  a  Unidirectional  Digital  Cable  Product  be  compliant  and  that  (x)  does  not  include  instructions  or  data  other  than  such  instructions  or  data  that  are  permanently 
 embedded  in  such  device  or  component;  or  (y)  includes  instructions  or  data  that  are  not  permanently  embedded  in  such  device  or  component  where  such  instructions  or  data  have  been 
 customized  for  such  Unidirectional  Digital  Cable  Product  or  Licensed  Component  and  such  instructions  or  data  are  not  accessible  to  the  end  user  through  the  Unidirectional  Digital  Cable 
 Product  or  Licensed  Component. 
 (d)  Hybrid.  The  interfaces  between  hardware  and  software  portions  of  a  Unidirectional  Digital  Cable  Product  shall  be  designed  so  that  they  provide  a  similar  level  of 
 protection  which  would  be  provided  by  a  purely  hardware  or  purely  software  implementation  as  described  above. 

 (e)  Level  of  Protection.  The  core  encryption  functions  of  the  Referenced  Technology  (maintaining  the  confidentiality  of  Keys,  Key  generation  methods  and  the 
 cryptographic  algorithms,  conformance  to  the  Compliance  Rules  and  preventing  compressed  Controlled  Content  that  has  been  unencrypted  from  copying  or  unauthorized  viewing)  shall  be 
 implemented  in  a  way  that  they: 
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 (i)  Cannot  be  reasonably  foreseen  to  be  defeated  or  circumvented  merely  by  using  general  purpose  tools  or  equipment  that  are  widely  available  at  a  reasonable  price, 
 such  as  screwdrivers,  jumpers,  clips  and  soldering  irons  (  Widely  Available  Tools),  or  using  specialized  electronic  tools  or  specialized  software  tools  that  are  widely  available  at 
 a  reasonable  price,  such  as  EEPROM  readers  and  writers,  debuggers  or  de-  compilers  or  similar  software  development  tools  (  Specialized  Tools),  other  than  devices  or 
 technologies  whether  hardware  or  software  that  are  designed  and  made  available  for  the  specific  purpose  of  bypassing  or  circumventing  the  protection  technologies  required 
 (  Circumvention  Devices);  and 
 (ii)  Can  only  with  difficulty  be  defeated  or  circumvented  using  professional  tools  or  equipment  (excluding  Circumvention  Devices  and  professional  tools  or 
 equipment  that  are  made  available  only  on  the  basis  of  a  non-  disclosure  agreement),  such  as  logic  analyzers,  chip  disassembly  systems,  or  in-  circuit  emulators  or  other  tools, 
 equipment,  methods  or  techniques  not  included  in  the  definition  of  Widely  Available  Tools  and  Specialized  Tools  in  subsection  (i)  above. 

 (f)  Advance  of  Technology.  Although  an  implementation  of  a  Unidirectional  Digital  Cable  Product  when  designed  and  shipped  may  meet  the  above  standards,  subsequent 
 circumstances  may  arise  which  had  they  existed  at  the  time  of  design  of  a  particular  Unidirectional  Digital  Cable  Product  would  have  caused  such  products  to  fail  to  comply  with  this 
 Exhibit  C  (  New  Circumstances).  If  Licensee  has  (a)  actual  Notice  of  New  Circumstances,  or  (b)  actual  knowledge  of  New  Circumstances  (the  occurrence  of  (a)  or  (b)  hereinafter  referred  to 
 as  Notice),  then  within  eighteen  (18)  months  after  Notice  Licensee  shall  cease  distribution  of  such  Unidirectional  Digital  Cable  Product  and  shall  only  distribute  Unidirectional  Digital  Cable 
 Products  that  are  compliant  with  this  Exhibit  C  in  view  of  the  then-  current  circumstances. 
 4.  Update  Procedure. 
 CableLabs  will  meet  with  cable  television  system  operators,  equipment  manufacturers  and  content  providers  on  a  regular  basis  to  revise  and  update  these  rules  to  ensure  that  the 
 Unidirectional  Digital  Cable  Products  remain  secure  against  tampering  and  reverse  engineering  directed  toward  defeating  the  DFAST  Technology  and  any  copy  protection  scheme  incorporated 
 therein. 
70
 -  30  -  159012_  1.  DOC 
 Exhibit  C-  1 
 Robustness  Checklist 

 Notice:  This  Checklist  is  intended  as  an  aid  to  the  correct  implementation  of  the  Robustness  Rules  for  hardware  and  software  implementations  of  the  Referenced  Technology  in  a 
 Unidirectional  Digital  Cable  Product.  This  Checklist  does  not  address  all  aspects  of  the  Referenced  Technology  and  Compliance  Rules  necessary  to  create  a  product  that  is  fully 
 compliant.  Failure  to  perform  the  tests  and  analysis  necessary  to  comply  fully  with  the  Referenced  Technology,  Compliance  Rules  or  Robustness  Rules  could  result  in  a  breach  of  this 
 Agreement  and  appropriate  legal  action  taken  by  CableLabs  or  other  parties  under  the  License  Agreement. 

 DATE:  __________ 
 MANUFACTURER:  ________________ 
 PRODUCT  NAME:  ___________  ____ 
 HARDWARE  MODEL  OR  SOFTWARE  VERSION:  ________________ 
 NAME  OF  TEST  ENGINEER  COMPLETING  CHECKLIST: 
 TEST  ENGINEER:___________________________________________________________ 
 COMPANY  NAME:__________________________________________________________ 
 COMPANY  ADDRESS:_______________________________________________________ 
 ________________________________________________________ 
 PHONE  NUMBER:___________________________________________________________ 
 FAX  NUMBER:______________________________________________________________ 
71
 -  31  -  159012_  1.  DOC 
 GENERAL  IMPLEMENTATION  QUESTIONS 
 1.  Has  the  Unidirectional  Digital  Cable  Product  been  designed  and  manufactured  so  there  are  no  switches,  buttons,  jumpers,  or  software  equivalents  of  the  foregoing,  or  specific 
 traces  that  can  be  cut,  by  which  the  content  protection  technologies,  analog  protection  systems,  output  restrictions,  recording  limitations,  or  other  mandatory  provisions  of  the 
 Referenced  Technology  or  Compliance  Rules  can  be  defeated  or  by  which  Controlled  Content  can  be  exposed  to  unauthorized  copying? 

 2.  Has  the  Unidirectional  Digital  Cable  Product  been  designed  and  manufactured  so  there  are  no  service  menus  and  no  functions  (such  as  remote-  control  functions,  switches,  check 
 boxes,  or  other  means)  that  can  intercept  the  flow  of  Controlled  Content  or  expose  it  to  unauthorized  copying? 

 3.  Has  the  Unidirectional  Digital  Cable  Product  been  designed  and  manufactured  so  there  are  no  service  menus  and  no  functions  (such  as  remote-  control  functions,  switches,  check 
 boxes,  or  other  means)  that  can  turn  off  any  analog  protection  systems,  output  restrictions,  recording  limitations,  or  other  mandatory  provisions  of  the  Referenced  Technology  or 
 Compliance  Rules? 

 4.  Does  the  Unidirectional  Digital  Cable  Product  have  service  menus,  service  functions,  or  service  utilities  that  can  alter  or  expose  the  flow  of  Controlled  Content  within  the  device? 

 If  Yes,  please  describe  these  service  menus,  service  functions,  or  service  utilities  and  the  steps  that  are  being  taken  to  ensure  that  these  service  tools  will  not  be  used  to  expose  or 
 misdirect  Controlled  Content. 

 5.  Does  the  Unidirectional  Digital  Cable  Product  have  service  menus,  service  function,  or  service  utilities  that  can  turn  off  any  analog  protection  systems,  output  restrictions, 
 recording  limitations,  or  other  mandatory  provisions  of  the  Referenced  Technology  or  Compliance  Rules? 
72
 -  32  -  159012_  1.  DOC 
 If  Yes,  please  describe  these  service  menus,  service  functions,  or  service  utilities  and  the  steps  that  are  being  taken  to  ensure  that  these  service  tools  will  not  be  used  to  defeat  the 
 encryption  features  of  DFAST  (including  compliance  with  the  Compliance  Rules  and  the  Referenced  Technology). 

 6.  Does  the  Unidirectional  Digital  Cable  Product  have  any  user-  accessible  buses  (as  defined  in  Section  2  of  the  Robustness  Rules)? 
 If  so,  is  Controlled  Content  carried  on  this  bus? 
 If  so,  then:  identify  and  describe  the  bus,  and  whether  the  Controlled  Content  is  compressed 
 or  uncompressed.  If  such  Data  is  compressed,  then  explain  in  detail  how  and  by  what  means  the  data  is  being  re-  encrypted  as  required  by  Section  2  of  the 
 Robustness  Rules. 

 7.  Explain  in  detail  how  the  Unidirectional  Digital  Cable  Product  protects  the  confidentiality  of  all  keys. 

 8.  Explain  in  detail  how  the  Unidirectional  Digital  Cable  Product  protects  the  confidentiality  of  the  confidential  cryptographic  algorithms  used  in  DFAST. 
 9.  If  the  Unidirectional  Digital  Cable  Product  delivers  Controlled  Content  from  one  part  of  the  product  to  another,  whether  among  software  modules,  integrated  circuits  or  otherwise 
 or  a  combination  thereof,  explain  how  the  portions  of  the  product  that  perform  authentication  and  decryption  and  the  MPEG  (or  similar)  decoder  have  been  designed, 
 associated  and  integrated  with  each  other  so  that  Controlled  Content  are  secure  from  interception  and  copying  as  required  in  Section  3(  a)  of  the  Robustness  Rules. 
73
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 10.  Are  any  DFAST  functions  implemented  in  Hardware? 
 If  Yes,  complete  hardware  implementation  questions. 
 11.  Are  any  DFAST  functions  implemented  in  Software? 
 If  Yes,  complete  software  implementation  questions. 
 SOFTWARE  IMPLEMENTATION  QUESTIONS 
 12.  In  the  Unidirectional  Digital  Cable  Product,  describe  the  method  by  which  all  Keys  are  stored  in  a  protected  manner. 

 13.  Using  the  grep  utility  or  equivalent,  are  you  unable  to  discover  any  Keys  in  binary  images  of  any  persistent  memory  devices? 
 14.  In  the  Unidirectional  Digital  Cable  Product,  describe  the  method  used  to  obfuscate  the  confidential  cryptographic  algorithms  and  Keys  used  in  DFAST  and  implemented  in 
 software. 

 15.  Describe  the  method  in  the  Unidirectional  Digital  Cable  Product  by  which  the  intermediate  cryptographic  values  (e.  g.,  values  created  during  the  process  of 
 authentication  between  modules  or  devices  within  a  Unidirectional  Digital  Cable  Product)  are  created  and  held  in  a  protected  manner. 

 16.  Describe  the  method  being  used  to  prevent  commonly  available  debugging  or  decompiling  tools  (e.  g.,  Softice)  from  being  used  to  single-  step,  decompile,  or  examine 
 the  operation  of  the  DFAST  functions  implemented  in  software. 

 17.  Describe  the  method  by  which  the  Unidirectional  Digital  Cable  Product  self-checks  the  integrity  of  component  parts  in  such  manner  that  modifications  will  cause 
 failure  of  authorization  or  decryption  as  described  in  Section  3(  b)(  ii)  of  the  Robustness  Rules.  Describe  what  happens  when  integrity  is  violated. 
74
 -  34  -  159012_  1.  DOC 
 18.  To  assure  that  integrity  self-  checking  is  being  performed,  perform  a  test  to  assure  that  the  executable  will  fail  to  work  once  a  binary  editor  is  used  to  modify  a  random  byte  of  the 
 executable  image  containing  DFAST  functions,  and  describe  the  method  and  results  of  the  test. 

 HARDWARE  IMPLEMENTATION  QUESTIONS 
 19.  In  the  Unidirectional  Digital  Cable  Product,  describe  the  method  by  which  all  Keys  are  stored  in  a  protected  manner  and  how  their  confidentiality  is  maintained. 

 20.  Using  the  grep  utility  or  equivalent,  are  you  unable  to  discover  any  Keys  in  binary  images  of  any  persistent  memory  devices? 
 21.  In  the  Unidirectional  Digital  Cable  Product,  describe  how  the  confidential  cryptographic  algorithms  and  Keys  used  in  DFAST  have  been  implemented  in  silicon  circuitry  or 
 firmware  so  that  they  cannot  be  read. 

 22.  Describe  the  method  in  the  Unidirectional  Digital  Cable  Product  by  which  the  intermediate  cryptographic  values  (e.  g.,  values  created  during  the  process  of 
 authentication  between  modules  or  devices  within  a  Unidirectional  Digital  Cable  Product)  are  created  and  held  in  a  protected  manner. 

 Describe  the  means  used  to  prevent  attempts  to  replace,  remove,  or  alter  hardware  elements  or  modules  used  to  implement  DFAST  functions? 
 24.  In  the  Unidirectional  Digital  Cable  Product,  does  the  removal  or  replacement  of  hardware  elements  or  modules  that  would  compromise  the  content  protection  features  of  DFAST 
 (including  the  Compliance  Rules,  the  Referenced  Technology,  and  the  Robustness  Rules)  damage  the  Unidirectional  Digital  Cable  Product  so  as  to  render  the  Unidirectional 
 Digital  Cable  Product  unable  to  receive,  decrypt,  or  decode  Controlled  Content? 
75
 -  35  -  159012_  1.  DOC 
 Notice:  This  checklist  does  not  supersede  or  supplant  the  Referenced  Technology,  Compliance  Rules,  or  Robustness  Rules.  The  Company  and  its  Test  Engineer  are  advised 
 that  there  are  elements  of  the  Referenced  Technology,  the  Robustness  Rules  and  the  Compliance  Rules  that  are  not  reflected  here  but  that  must  be  complied  with. 

 SIGNATURES: 
 ___________________________________________________________________________  Signature  of  Test  Engineer  with  Personal  Knowledge  of  Answers  Date 

 ___________________________________________________________________________  Printed  Name  of  Test  Engineer  with  Personal  Knowledge  of  Answers 
76
 -  36  -  159012_  1.  DOC 
 Exhibit  D 
 Activation  Notice 
 Licensee  having  entered  into  a  DFAST  Technology  License  Agreement  for  Unidirectional  Digital  Cable  Products  (the  License  Agreement)  with  CableLabs,  hereby  activates  its  rights  under  and 

 in  accordance  with  Section  4.1  of  the  License  Agreement,  subject  to  the  following: 
 1.  Licensee  is  a:  __  Unidirectional  Digital  Cable  Product  manufacturer  __  a  component  manufacturer 

 __  a  manufacturer  of  test  tools  (Check  all  categories  that  apply) 

 2.  CableLabs  uses  a  robust,  commercially  available  hybrid  cryptographic  system  to  protect  the  integrity  of  DFAST  Technology  transported  via  common  carrier  between  CableLabs  and 
 Licensee.  The  protection  is  necessary  to  ensure  the  authenticity  and  confidentiality  of  the  order.  CableLabs  has  chosen  Network  Associates  PGP  to  protect  this  distribution. 

 It  can  be  obtained  from:  U.  S.  Contact:  International  Contact: 
 McAfee  Software  Network  Associates  International  B.  V.  3965  Freedom  Circle  Gatwickstraat  25 
 Santa  Clara,  CA  USA  1043  GL  Amsterdam  95054  The  Netherlands 
 Tel:  (408)  988-  3832  Tel.:  +31-(  0)  20-  586  6100  Fax:  (408)  970-  9727  Fax.:  +31-(  0)  20-  586  6101 
 http://  www.  nai.  com/  http://  www.  pgpinternational.  com/ 
 An  example  of  the  appropriate  product  is  PGP  Desktop  Security  available  at  http://  store.  mcafee.  com/. 

 Licensee  must  obtain  a  copy  of  PGP  and  generate  a  public/  private  key  pair  of  type  Diffie-Hellman/  DSS  with  a  size  of  2048/  1024.  Prior  to  receiving  the  DFAST  Technology,  Licensee 
 will  provide  its  public  key  to  CableLabs  on  a  CD-  ROM. 
 CableLabs  will  forward  the  DFAST  Technology,  encrypting  the  contents  of  the  order  using  PGP  with  Licensees  public  key  prior  to  writing  it  to  CDROM  media.  When  Licensee  receives  the 
 CDROM  containing  the  information  from  CableLabs,  Licensee  can  decrypt  the  information  using  its  private  key  prior  to  using  the  cryptographic  materials.  If  for  some  reason  a  Licensee  cannot 
 use  PGP,  it  should  contact  CableLabs  to  arrange  an  alternative  delivery  option. 

 3.  CableLabs  shall  send  the  DFAST  Technology  (encrypted  as  set  forth  above)  necessary  to  activate  the  License  via  overnight  delivery  service  to  the  attention  of  __________________  at 
 the  following  address: 
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 -  37  -  159012_  1.  DOC 
 4.  All  capitalized  terms  not  otherwise  defined  herein  shall  have  the  meanings  set  forth  in  the  License  Agreement. 
 Licensee:  ___________________________________ 
 (Name  of  company)  ___________________________________ 
 Authorized  Signature  ___________________________________ 
 Name  ___________________________________ 
 Title  ___________________________________ 
 Date  ___________________________________ 
 Street  Address  ___________________________________ 
 City,  State,  Zip  or  Postal  Code,  and  Country  ___________________________________ 
 Phone  Number  ___________________________________ 
 Fax  Number 
78