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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
(d)  Limited Access.  Each party shall limit the use and access of Confidential 
Information to such party's bona fide employees or agents, including independent
auditors and required governmental agencies, who have a need to know such 
information for purposes of conducting the receiving party's business and who 
agree to comply with the use and non-disclosure restrictions applicable to the 
products and documentation under this Master Agreement.  If requested, receiving
party shall cause such individuals to execute appropriate confidentiality 
agreements in favor of the disclosing party.  Each party shall notify all 
employees and agents who have access to Confidential Information or to whom 
disclosure is made that the Confidential Information is the confidential, 
proprietary property of the disclosing party and shall instruct such employees 
and agents to maintain the Confidential Information in confidence.

19.  SURVIVAL.  Termination of this Master Agreement shall not impair either 
party's then accrued rights, obligations, liabilities or remedies.  
Notwithstanding any other provisions of this Master Agreement to the contrary, 
the terms and conditions of Sections 3, 7, 8, 9, 11, 12, 13, 14, 15, 16, 17, 18,
19, 21, 22, 24, 28 and 29 shall survive the termination of this Master 
Agreement.  With respect to licenses granted to Customer pursuant to any 
Schedule to this Master Agreement, the following Sections of the Master 
Agreement shall survive for the term of such licenses:  7, 8, 9, 11, 12, 13, 14,
16, 18, 22, 28 and 29.

20.  EXCLUSIVITY.  Customer agrees that while this Master Agreement is in 
effect, CSG shall be the sole and exclusive provider of products and services 
related to the offering of wireline video and print and mail services at the 
System Sites (as defined in Schedule A).  If, during the term of this Master 
Agreement, Customer purchases, is assigned or otherwise acquires subscribers 
which are utilizing products and services of a third party vendor related to 
Customer's offerings of wireline video or print and mail services, Customer 
shall use best efforts to convert such subscribers to the CCS Services and Print
and Mail Services as soon as possible after the termination date of the 
agreement with such third party vendor but in no case later than one hundred and
eighty (180) days after the termination date of such agreement.

21.  NATURE OF RELATIONSHIP.  CSG, in furnishing Services and licensing Products
to Customer hereunder, is acting only as an independent contractor.  CSG does 
not undertake by this Master Agreement or otherwise to perform any obligation of
Customer, whether regulatory or contractual, or to assume any responsibility for
Customer's business or operations.  Customer understands and agrees that CSG may
perform similar services for third parties and license same or similar products 
to third parties.  Nothing in this Master Agreement shall be deemed to 
constitute a partnership or joint venture between CSG and Customer. Neither
party shall hold itself out as having any authority to enter into any contract
or create any obligation or liability on behalf of or binding upon the other
party. CSG shall exercise independent judgment regarding the manner in which the
Technical Services are performed hereunder, although exercising best efforts to
comply satisfactorily with the wishes of Customer. CSG shall be responsible for
the payment of any and all income and FICA tax, related to CSG's income
hereunder, and CSG shall indemnify and hold harmless Customer from and against
any and all claims, losses, expenses or other liabilities which Customer may
incur as a result of CSG's failure to pay any such taxes. Customer shall not be
required to pay any unemployment, workmens' compensation, medical, life or other
insurance or benefits on behalf of CSG.

22.  OWNERSHIP.  All trademarks, service marks, parents, copyrights, trade 
secrets and other proprietary rights in or related to the Products, the 
"Deliverables" as defined under Schedule B, the Incorporated Third Party 
Software and other third party software (collectively the "Software Products") 
are and will remain the exclusive property of CSG or its licensors, whether or
not specifically recognized or perfected under applicable law. Customer will not
take any action that jeopardizes CSG's or its licensor's proprietary rights or
acquire any right in the Software Products, except the limited use rights
specified in the Schedules to this Master Agreement. CSG or its licensor will
own all rights in any copy, translation, modification, adaptation or derivation
of the Software Products, including any improvement or development thereof.
Customer will obtain, at CSG's request, the execution of any instrument that may
be appropriate to assign these rights to CSG or its designee or perfect these
rights in CSG's or its licensor's name.

23.  RESTRICTED RIGHTS.  Use, duplication or disclosure by the U.S. Government 
or any of its agencies is subject to restrictions set forth in the Commerical
Computer Software and Commercial Computer Software Restricted Rights clause at
DFARS 227.7202 and/or the Commercial Computer Software Restricted Rights clause
at FAR 52.227.19(c). CSG Systems, Inc., 7887 E. Belleview Avenue, Suite 1000,
Englewood, Colorado 80111.

24.  INSPECTION.  During the term of this Master Agreement and for twelve (12)
months after its termination or expiration for any reason, CSG or its
representative may, upon prior notice to Customer, inspect the files, computer 
processors, equipment and facilities of Customer during normal working hours to 
verify Customer's compliance with this

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