1. THE RECIPIENT AGREES THAT THE CONFIDENTIAL INFORMATION WILL BE KEPT CONFIDENTIAL AND SHALL NOT BE DISCLOSED BY THE RECIPIENT IN ANY MANNER WHATSOEVER, IN WHOLE OR IN PART, AND SHALL NOT BE USED OTHER THAN IN CONNECTION WITH THE PROJECT. The Recipient shall be responsible for any breach of this confidentiality by its affiliates, agents, employees, representatives, former affiliates, former agents, former employees, and former representatives resulting from the Recipient's disclosure. Moreover, the Recipient shall agree to transmit the Confidential Information only to its affiliates, agents, employees, and representatives who need to know the Confidential Information for the purpose of participating in the Project and who are informed of the confidential nature of the Confidential Information. Confidential Information shall not include information which: (i) was lawfully in the possession of the Recipient prior to the Recipient receiving it hereunder; (ii) is or becomes available in the public domain through no act of the Recipient that violates this Agreement; (iii) is received by the Recipient from a third person or entity that is not known by the Recipient to be sharing such Confidential Information in violation of rights of CableLabs; (iv) is developed by or on behalf of the Recipient without any use of the Confidential Information; or (v) is used or disclosed by the Recipient in any manner after the third anniversary of first receiving the Confidential Information. Recipient shall have the burden of proving the applicability of any of the exceptions in the immediately preceding sentence that the Recipient claims may apply. Notwithstanding the above, the Recipient may disclose the Confidential Information when and as required by law or regulation, provided that the Recipient first notifies CableLabs in sufficient time to allow for an opportunity to contest such required disclosure.
2. Recipient shall observe and abide by all policies of CableLabs, including the CableLabs Safety Manual, Handbook of Antitrust Guidelines, and the Rules of Engagement as available on the CableLabs website and/or posted in the CableLabs laboratories, and such policies are hereby incorporated by reference in this Agreement.
3. While the Confidential Information provided is believed to be reliable, no representation is made by CableLabs as to the accuracy or completeness of such Confidential Information. Each Recipient is urged to make its own evaluation of the material provided. BY RECEIPT OF THE CONFIDENTIAL INFORMATION, THE RECIPIENT AGREES THAT CABLELABS SHALL HAVE NO RESPONSIBILITY FOR ANY MIS-STATEMENTS OR OMISSION OF FACT OR FOR ANY OPINION EXPRESSED AND THE RECIPIENT RELEASES AND FULLY INDEMNIFIES CABLELABS FROM ANY LIABILITY IN CONNECTION WITH LOSS OR DAMAGES SUFFERED BY THE RECIPIENT RESULTING FROM THE RECIPIENT’S USE OF THE INFORMATION PROVIDED.
4. Nothing in this agreement shall: i) create relationships of partnership, agency or the like; ii) be construed as granting or conferring any rights by license or otherwise, expressly, implied, or otherwise, to any copyright, invention, discovery or other intellectual property disclosed pursuant to this Agreement; or iii) create any inducement to infringe any trademarks, patents, copyrights, or other rights of third parties.