RVU ALLIANCE™ RVU Protocol Specification Order Form

RVU ALLIANCE™
RVU Protocol Specification Order Form Instructions
If you would like to order a copy of the RVU Protocol Specification for internal evaluation purposes as a prospective
member, please complete and return this Order Form and attached RVU Alliance Non-Disclosure Agreement to:
RVU Alliance Administration
3855 SW 153rd Drive
Beaverton, Oregon 97006 USA
Phone: +1-503-619-0578
Fax: +1-503-644-6708
Email: [email protected]
A $500 USD processing fee is charged for access to the RVU Specification. Once the completed specification order
form and payment are received by RVU Administration, the RVU Specification will be forwarded to the email address
provided below. All orders are processed within 1-2 days after receipt of order forms and payment. Note that if you join
the RVU Alliance within 60 days of receiving the RVU Protocol Specification, this evaluation processing fee will be
credited to your membership dues.
Accepted Forms of Payment:
• Company Check
ƒ
Checks must be paid in US Dollars
ƒ
Make check payable to RVU Alliance
• Wire Transfer
• Credit Card – See credit card authorization form below
RVU Protocol Specification Order Form
Please forward a review copy of the RVU Protocol Specification; I agree to pay the $500 USD processing fee.
Signature of Authorized Representative
Date
Deliver Review Copy To:
Send Invoice For Processing Fee To:
Name: _______________________________
Name: _______________________________
Organization: __________________________
Organization: __________________________
Street Address: ________________________
Street Address: ________________________
City: _________________________________
City: _________________________________
State/Province: ________________________
State/Province: ________________________
Zip/Postal Code: _______________________
Zip/Postal Code: _______________________
Country: ______________________________
Country: ______________________________
Phone: _______________________________
Phone: _______________________________
Fax: _________________________________
Fax: _________________________________
Email Address:_________________________
Email Address:_________________________
AGREEMENT DATE:
RVU ALLIANCE NON-DISCLOSURE AGREEMENT
This RVU Alliance Non-Disclosure Agreement (“Agreement”) is entered into and made effective as of the date set forth above, by and between RVU
Alliance, and Oregon non-profit corporation (“RVU”), and the party identified below (“Prospective Member”).
The parties agree as follows:
1.
2.
3.
Confidential Information. The confidential, proprietary and trade
secret information (“Confidential Information”) to be disclosed
hereunder is (i) information in tangible form that bears a
“confidential,” “proprietary,” “secret”, or similar legend, as well as (ii)
non-tangible visual and/or verbal disclosures that are identified as
confidential prior to disclosure and reduced to writing, marked as
provided above and delivered to the Prospective Member within
thirty (30) days of the original date of disclosure. For the avoidance
of doubt, it is understood that Confidential Information may include
the current version of the specification (the "Specification") for
certain technology developed and adopted by RVU and its
members for the secure distribution of premium content in a digital
home network, including a comprehensive remote user interface
protocol providing for pass-through of remote control commands
and trick play modes (the "Technology").
Obligations of the Prospective Member. The Prospective Member
will not use any Confidential Information for any purpose except to
evaluate membership in RVU (the "Purpose"). The Prospective
Member will maintain the confidentiality of the Confidential
Information with at least the same degree of care that it uses to
protect its own confidential and proprietary information, but no less
than a reasonable degree of care under the circumstances. The
Prospective Member will not disclose any Confidential Information
except to persons who have a need to know need to know such
Confidential Information to carry out their responsibilities on behalf
of the Prospective Member in connection with the Purpose and
who are bound by restrictions on use and disclosure at least as
comprehensive as those set forth herein; provided that the
Prospective Member will be liable for breach by any such person.
Any copies of Confidential Information which are made will contain
the same confidentiality and/or proprietary legends or markings as
the original source and will be subject to the same restrictions on
disclosure and use that apply to the original source under this
Agreement..
Limitations on Obligations. The Prospective Member will not be
liable for the disclosure of any information included in the
Confidential Information which is: (a) rightfully in the public domain
other than as a consequence of a breach by the Prospective
Member of this Agreement; (b) rightfully received from a third party
in lawful possession thereof and without any obligation of confidentiality to RVU; (c) rightfully known to the Prospective Member
without any limitation on use or disclosure prior to its receipt from
RVU; or (d) independently developed by the Prospective Member
without use of or reference to the Confidential Information.
4.
Title. Title or the right to possess Confidential Information as
between the parties will remain in RVU.
5.
Term. Unless earlier terminated, this Agreement and Prospective
Member’s right to possess and review the Confidential Information,
including but not limited to any Specifications, shall run for a term of
six (6) months from and after the date first set forth above.
6. Termination. Either party may terminate this Agreement at any time
without cause upon written notice to the other. Upon termination or
expiration hereof, Prospective Member shall return or destroy all
Confidential Information previously disclosed, and all copies
thereof, and the Prospective Member will promptly certify its
compliance in writing.
expiration or termination of this Agreement for so long as such
Confidential Information qualifies as a trade secret under applicable
law; provided, however, that if the Prospective Member becomes a
member of RVU, the respective rights and obligations of RVU and
the Prospective Member as set forth in this Agreement relating to
the Specification will be superseded by the confidentiality and
nondisclosure policy set forth in RVU's Bylaws. RVU may, at any
time: (a) cease giving Confidential Information to the Prospective
Member without any liability, and/or (b) request in writing the return
or destruction of all or part of any Confidential Information
previously disclosed, and all copies thereof, and the Prospective
Member will promptly comply with such request, and certify its
compliance in writing.
8.
General.
(a)
This Agreement is neither intended to nor will it be construed
as creating a joint venture, partnership or other form of
business association between the parties, nor an obligation to
buy or sell products using or incorporating the Confidential
Information.
(b)
Both parties understand and acknowledge that no license
under any patents, copyrights, trademarks, or maskworks is
granted to or conferred upon the Prospective Member in this
Agreement or by the disclosure of the Technology,
Specification or any other Confidential Information to the
Prospective Member as contemplated hereunder, either
expressly, by implication, inducement, estoppel or otherwise,
and that any license under any such intellectual property rights
must be express and in writing. In particular, the Prospective
Member acknowledges that the Technology is the intellectual
property of one or more members of RVU, and subject to
RVU's Intellectual Property Rights Policy.
(c)
RVU disclaims all warranties regarding all Confidential
Information disclosed pursuant to this Agreement, including all
warranties as to the accuracy or utility or non-infringement of
such Confidential Information.
(d)
The Prospective Member agrees that any violation or
threatened violation of this Agreement may cause irreparable
injury to RVU, entitling RVU to seek injunctive relief in addition
to all legal remedies. The failure of RVU to enforce any right
resulting from breach of any provision of this Agreement by
the Prospective Member will not be deemed a waiver of any
right relating to a subsequent breach of such provision or of
any other right hereunder.
(e)
The parties recognize that as the developers of the
Specification which may be delivered to Prospective Member
hereunder, the members of RVU are intended third party
beneficiary under this Agreement and may take any and all
steps necessary and proper to enforce its rights therein and in
the Technology with or without the participation of RVU in
such actions.
(f)
This Agreement will be governed by the laws of the State of
Oregon without reference to conflict of laws principles.
(g)
This Agreement constitutes the entire agreement between the
parties with respect to the Confidential Information and all
restrictions thereon, and may not be amended except in a
writing signed by a duly authorized representative of each
party.
7. Survival. All rights and obligations relating to any Confidential
Information disclosed pursuant to this Agreement will survive any
SIGNATURE BY AN AUTHORIZED REPRESENTATIVE OF EACH PARTY
RVU ALLIANCE
(a non-profit corporation)
PROSPECTIVE MEMBER:
(Company Name, if applicable)
(Address)
Signature of Authorized Representative
Signature of Authorized Representative
Printed Name
Printed Name
Title
Title
RVU ALLIANCE™
RVU Protocol Specification Credit Card Payment Form
Contact Information:
Company Name: _____________________________________________________
Contact Name: ___________________________ Email: _____________________
Phone: _________________________________ Fax: _______________________
Credit Card Information:
Card Type: ____________________________________ (Visa, MasterCard, AMEX)
Card Number: _______________________________ Expiration Date: _____ /_____
CVV Number: ________________________________________
(last 3 digits of the number on the back of the card above the signature; for AMEX 4 digits on front right of card)
Card Holder Name (as it appears on card): _________________________________
Billing Address: _______________________________________________________
City: _____________________________ State/Province: _____________________
Zip/Postal Code: _______________________ Country: _______________________
Amount in USD: $500
Signature: ____________________________________ Date: ________________
Note: Your statement will contain charges by RVU Alliance
Billing Address:
RVU Alliance
3855 SW 153rd Drive
Beaverton, OR 97006
(503) 619-0578 phone
(503) 644-6708 fax