Technology Matters. (a) The Parties intend to rationalize the broadcast operations costs of Innova and the Latin American Platforms, and create the most efficient operation to reduce cost, while maintaining the quality and level of service required by those DTH Businesses. To do so, the Parties will evaluate how best to consolidate the existing facilities in ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. News and DIRECTV will use commercially reasonable efforts to consolidate the existing broadcast operations facilities into the Miami Lakes facility, and close the Long Beach facility, which is intended to occur by March 30, 2006. In addition, the Parties intend to explore the feasibility of transferring more activity to less expensive in-region locations. (b) All platforms will share proportionately in the benefits of shared-cost reductions. The principle of charging platforms costs plus five percent will be preserved, and as savings in shared costs are achieved, the savings will be passed along to the platforms. In any event, during the term of its existing agreement with DTH Techco, Innova will not be charged any more than it is today, for the same set of agreed services. If Innova requires additional services in the interim period, the Parties will negotiate in good faith to provide those services at a reasonable cost. In addition, Innova will not be charged for any costs associated with the Long Beach facility, unless otherwise agreed. Notwithstanding anything to the contrary in this Agreement, the DTH Techco Partnership Agreement or the Innova/Techco Services Agreement, any excess costs (including excess funding obligations) of DTH Techco arising out of Sky Brazil or MCOP reducing the amount of services they obtain from DTH Techco shall be borne by News and DIRECTV. (c) If News or any of its Affiliates intends to develop or exploit with any Mexican partner any existing or new technology in Mexico, News shall give Televisa written notice of such intention (the “Technology Notice”) describing in reasonable detail the nature of the technology and the material aspects of its plans to develop or exploit such technology in Mexico. For a period of 90 days after the date of delivery of the Technology Notice (the “Negotiation Period”), News shall, at Televisa’s request, negotiate in good faith with Televisa the terms on which Televisa may participate in the development or exploitation of the technology in Mexico. If News and Televisa fail to reach an agreement on the terms on which Televisa may participate in the technology opportunity within such Negotiation Period, News may within 90 days thereafter enter into agreements or arrangements permitting another Mexican party to participate in the technology opportunity, provided that the terms of participation offered by News to the third party are not materially more favorable to the Mexican party than the terms offered to Televisa during the Negotiation Period. Televisa’s rights under this Section 2.6(c) shall continue so long as Televisa and its Affiliates own at least the Minimum Holding. Notwithstanding the foregoing, News shall have no liability for any failure to comply with this Section 2.6(c) if (i) such failure is inadvertent and (ii) the technology to be developed or exploited does not relate to television (including over-the-air broadcast, satellite, cable or other pay television), radio, the internet, or newspaper or magazine publications.
Appears in 2 contracts