Common use of Adopter Third-Party Beneficiary Rights Clause in Contracts

Adopter Third-Party Beneficiary Rights. The Parties acknowledge and agree that the compliance of Content Participant with the terms of this Agreement, and the compliance of the other Fellow AV Content Participants with their respective AV Content Participant Agreements, is essential to (including as to the integrity and security of) DTCP. As part of the consideration of the rights and licenses granted to Content Participant hereunder, Content Participant hereby confers a third-party-beneficiary right upon each Adopter that designs or manufactures Licensed Products that receive or transmit Commercial Audiovisual Content for so long as such Adopter is (i) not willfully in material breach of the terms and conditions of its Adopter Agreement and (ii) not otherwise in material breach of any term or condition of its Adopter Agreement, which breach has not been cured, or is not capable of cure, within thirty (30) days of such Adopter’s receipt of notice thereof by Licensor or any Fellow AV Content Participant (each, an “Adopter Beneficiary”) in order to enforce those obligations of Content Participant under Section 5. The remedies hereunder for any such Adopter Beneficiary that initiates or institutes a claim or action to enforce the terms of Section 5 (an “Adopter Beneficiary Claim”) shall, notwithstanding any provision of any Adopter Agreement executed prior to the date hereof, be limited to seeking injunctive relief, except where Content Participant has willfully breached, or engaged in a pattern or practice of breaching, its obligations under Section 5, as to which breach(s) attorneys’ fees and costs shall be awarded to each Adopter Beneficiary in connection with each Adopter Beneficiary Claim in which such Adopter Beneficiary is a prevailing party. The procedures set out in Exhibit A shall govern all Adopter Beneficiary Claims.

Adopter Third-Party Beneficiary Rights. (a) The Parties acknowledge and agree that the compliance of Content Participant with the terms of this Agreement, and the compliance of the other Fellow AV Content Participants with their respective AV Content Participant Agreements, is essential to (including as to the integrity and security of) DTCP. As part of the consideration of the rights and licenses granted to Content Participant hereunder, Content Participant hereby confers a third-party-beneficiary right upon each Adopter that designs or manufactures Licensed Products that receive or transmit Commercial Audiovisual Content for so long as such Adopter is (i) not willfully in material breach of the terms and conditions of its Adopter Agreement and (ii) not otherwise in material breach of any term or condition of its Adopter Agreement, which breach has not been cured, or is not capable of cure, within thirty (30) days of such Adopter’s receipt of notice thereof by Licensor or any Fellow AV Content Participant (each, an “Adopter Beneficiary”) in order to enforce those obligations of Content Participant under Section 5. The remedies hereunder for any such Adopter Beneficiary that initiates or institutes a claim or action to enforce the terms of Section 5 (an “Adopter Beneficiary Claim”) shall, notwithstanding any provision of any Adopter Agreement executed prior to the date hereof, be limited to seeking injunctive relief, except where Content Participant has willfully breached, or engaged in a pattern or practice of breaching, its obligations under Section 5, as to which breach(s) attorneys’ fees and costs shall be awarded to each Adopter Beneficiary in connection with each Adopter Beneficiary Claim in which such Adopter Beneficiary is a prevailing party. The procedures set out in Exhibit A shall govern all Adopter Beneficiary Claims.