AND EACH OF THEM ARE THE SOLE AND LAWFUL OWNER OF
ALL RIGHT, TITLE AND INTEREST IN AND TO EVERY CLAIM AND EVERY MATTER WHICH THEY
PURPORT TO RELEASE HEREBY.
THE RELEASING PARTY SHALL INDEMNIFY THE RELEASED
PARTY AGAINST, AND DEFEND AND HOLD SUCH PARTY HARMLESS FROM ANY CLAIMS ARISING
OUT OF OR RELATING TO ANY ASSIGNMENT OR TRANSFER, OR FOR ANY PURPORTED OR
ATTEMPTED ASSIGNMENT OR TRANSFER, OF ANY CLAIMS OR OTHER MATTERS RELEASED
HEREIN.
(B)
ACKNOWLEDGEMENT AND WAIVER:
WITHOUT ACKNOWLEDGING OR AGREEING TO THE APPLICABILITY OF CALIFORNIA LAW,
FORGENT ACKNOWLEDGES THAT IT IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL
CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
FORGENT, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS IT
MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW
PRINCIPLES OF SIMILAR EFFECT.
(C)
LICENSE:
FORGENT WARRANTS AND REPRESENTS THAT IT IS THE SOLE AND
EXCLUSIVE OWNER OF THE FORGENT PATENT RIGHTS, THAT IT HAS THE FULL RIGHT AND
POWER TO GRANT THE LICENSE AS SET FORTH HEREIN, AND THAT THERE ARE NO
OUTSTANDING AGREEMENTS, ASSIGNMENTS OR ENCUMBRANCES INCONSISTENT THEREWITH.
6
CONFIDENTIAL TREATMENT
(D)
COVENANTS:
FORGENT AND DIRECTV EACH WARRANTS AND REPRESENTS THAT
IT HAS THE FULL RIGHT AND POWER TO GRANT THE COVENANTS PROVIDED HEREIN, AND THAT
THERE ARE NO OUTSTANDING AGREEMENTS, ASSIGNMENTS OR ENCUMBRANCES INCONSISTENT
THEREWITH.
10.
ADDITIONAL PROVISIONS
(A)
ENTIRE AGREEMENT:
THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT
OF THE PARTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN AND
SUPERSEDES ALL PRIOR AGREEMENTS, DISCUSSIONS OR REPRESENTATIONS, ORAL OR
WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF.
[***]
EXCEPT AS OTHERWISE
PROVIDED HEREIN, THIS AGREEMENT MAY BE AMENDED, MODIFIED OR TERMINATED ONLY BY A
WRITING SIGNED BY BOTH OF THE PARTIES HERETO.
(B)
BINDING EFFECT:
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES HERETO AND EACH AND ALL OF THEIR REPRESENTATIVES,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, SUCCESSORS, AND
HEIRS, IF ANY.
AS TO THE COVERED PARTIES DEFINED IN SECTION 1(B)(I), ANY
PERSONS OR ENTITIES WHICH MAY BECOME A DIRECTV AFFILIATE AFTER THE EXECUTION OF
THIS AGREEMENT BY THE PARTIES, SHALL RECEIVE THE FULL BENEFIT OF THE LICENSE,
RELEASE AND COVENANTS OF THIS AGREEMENT [***]; IT BEING UNDERSTOOD THAT NO
FUTURE TRANSACTION INVOLVING DIRECTV SHOULD BROADEN THE SCOPE OF ANY LICENSE,
RELEASE OR OTHER RIGHT GRANTED BY FORGENT HEREUNDER.
(C)
LICENSES AND COVENANTS RUN WITH TITLE:
FORGENT FURTHER COVENANTS
THAT THIS AGREEMENT SHALL RUN WITH THE LEGAL AND EQUITABLE TITLE TO THE FORGENT
PATENT RIGHTS AND ALL OTHER APPLICABLE RIGHTS, UNTIL THE EXPIRATION DATE AND
BEYOND, AND BE ENFORCEABLE AGAINST AND BINDING UPON ANY AND ALL SUCCESSORS AND
ASSIGNS OF FORGENT.
IN THE EVENT FORGENT TRANSFERS ANY INTEREST IN ANY OF THE
FORGENT PATENT