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© 2010 DECE, LLC – DECE CONFIDENTIAL
DECE F2F MC/Chairs Meeting Jan 10-11, 2011
Discussion Materials for Day 1 – version 1
1
© 2010 DECE, LLC – DECE CONFIDENTIAL
Welcome & Other Starting Items
• PLEASE GET LUNCH AND GET SETTLED – STARTING THE MEETING AT 11:30AM
• Meeting welcome
• Meeting logistics
– Wireless network = DECE, password = DECE2011
• Welcome, Best Buy colleagues
• Anti-trust Reminder
• Quick check: Chairs’ participation – and sharing of MC agenda to Founders, All-Members
2
© 2010 DECE, LLC – DECE CONFIDENTIAL
Jan 10th-11th, 2011 MC + Chairs F2F
3
Monday Jan. 10 Tuesday Jan. 11
9-10a
10-11a
11a-noon
12-1pm
1-2pm
2-3pm
3-4pm
4-5pm
Meeting starts at 11am PST
Debrief on CES and PR / Ecosystem adoptions goals for next ~6 months
Get working lunch and be ready to start
Evaluation Specs / NDA approval and confirm of release
Agreements / Legal Issues – part 1
Confirm DRM letter on info request, deployment cycles
5-6pmMeeting adjourns 5:30pm PST
8-9a Confirm “key dates & deadlines” for Phased Retailer, Licensing
Meeting starts at 8:30am PST
High-level Geo deployment targets for comm to Members
Agreements / Legal Issues – part 2
Fin. snapshot & plans for pull-up date on licensing-rev outlook
2011 DECE Goals & Priorities / Organization Activity plans
Meeting adjourns at 4pm PST
CIQ update
Overflow time for topics completion
Get working lunch
NBCU motion on MC eligibility policy amendment
© 2010 DECE, LLC – DECE CONFIDENTIAL
CES Debrief: media campaign & results (high level)
4
• Will this ever happen?
• What is it, really?
• This is going to happen
• Here’s how it works
• It would be [pretty…really] good for consumers if it takes hold
• Here are some skepticisms (still Apple/Disney…appeal of ownership)
• Here are some views on what’s required for success
Before Now
© 2010 DECE, LLC – DECE CONFIDENTIAL
CES Debrief: media campaign & results (notable quotes)
• “There’s a new logo in the future of video lovers” – Wall Street Journal
• “Hollywood clicks with UltraViolet digital locker” – Variety
• “Some days our dream of being able to watch anything, anywhere, anytime, and on any screen seems like it'll never happen, but other days are like today. Yes, today every major studio, except Disney, announced that it would start distributing movies that will work with any UltraViolet devices, software or services.” -- Engadget
• “At Long Last, Video Anywhere -- UltraViolet Debuts in Mid-2011…On Wednesday, the two and half year journey to make "video anywhere" a reality moved several important steps closer to completion” – The Wrap.com
• “If all goes well, and UltraViolet does indeed become the media rights standard going forward, I don't see anybody having much reason to complain: It's a win-win-win for consumers, electronics mavens, and content producers alike.” – Motley Fool
• “Are you ready for “UltraViolet?” Because it’s about to become 2011’s buzzword for home-entertainment technology.” – HollywoodNews.com
• “Not so moronic: DECE DRM finally coming midyear… The major movie studios have a vision for digital video and, rather shockingly, it's not a bad one.” – ARS Tecnica
• “UltraViolet may change the way we watch movies” – Newark Star Ledger
• “Hollywood is getting serious about digital content” - IGN
• “It’s pretty certain that consumers, especially fans and users of Apple, will be rooting for UltraViolet to come to market.” -- Gadgets TMC.net blog
5
© 2010 DECE, LLC – DECE CONFIDENTIAL
Discussion on PR Goals / news for next 6 months
END GOALS
B2B
• Spur interest / action on investigating licensing or membership/licensing
• Persuade to license
• Motivate preparation / launch by licensees
B2C
• (in Q2) begin to achieve greater press-driven consumer awareness as UltraViolet content becomes available
6
POTENTIAL PR MILESTONES (mix of B2B, B2C and DECE vs. individual-co(s)
• Detailing of “pioneers” program (naming and B2B promotion of Phased Retailer concept)
• Release of full package of licensable specs, agreements, terms (late Feb assuming specs IP review complete) – or we may want this to be ‘non-event, since in some ways we already implied it
• Initiation of “Account Pilot” by Members
• Availability of APIs for use
• New Members and Licensees
• Pre-announcement of initial-availability plans with specific titles, Retailers etc.
• Initial consumer availability
Preliminary and for discussion only
© 2010 DECE, LLC – DECE CONFIDENTIAL
CES Debrief: high-impact potential new members or licensees (or some degree of substantial interest from notable skeptics)
• Verizon
• Blockbuster
• AOL
• Amazon (at press event)
• Apple (at press event – reportedly at CES just for this)
• THX
• What others? (real-time accumulation of other important threads)
7
© 2010 DECE, LLC – DECE CONFIDENTIAL
Jan 10th-11th, 2011 MC + Chairs F2F
8
Monday Jan. 10 Tuesday Jan. 11
9-10a
10-11a
11a-noon
12-1pm
1-2pm
2-3pm
3-4pm
4-5pm
Meeting starts at 11am PST
Debrief on CES and PR / Ecosystem adoptions goals for next ~6 months
Get working lunch and be ready to start
Evaluation Specs / NDA approval and confirm of release
Agreements / Legal Issues – part 1
Confirm DRM letter on info request, deployment cycles
5-6pmMeeting adjourns 5:30pm PST
8-9a Confirm “key dates & deadlines” for Phased Retailer, Licensing
Meeting starts at 8:30am PST
High-level Geo deployment targets for comm to Members
Agreements / Legal Issues – part 2
Fin. snapshot & plans for pull-up date on licensing-rev outlook
2011 DECE Goals & Priorities / Organization Activity plans
Meeting adjourns at 4pm PST
CIQ update
Overflow time for topics completion
Get working lunch
NBCU motion on MC eligibility policy amendment
© 2010 DECE, LLC – DECE CONFIDENTIAL
Specs: To-do’s for MC
1. Approve “evaluation” version of specs
– With knowledge of known remaining potential-issues-to-address before stage of “licensable”
2. Approve NDA required for evaluation of specs
– Other than Coordinator and Sec Mech spec
3. Begin guiding and participating in process of helping companies evaluate specs
4. Decide on timing for initiation of next Member IP Review
9
© 2010 DECE, LLC – DECE CONFIDENTIAL
1. Evaluation Specifications – For MC Approval subject to the following…
• Not to include Coordinator or Security Mechanism (until companies become Licensees)
• Some potential/eventual changes still pending:
– Key Distribution Spec & U.S. Geo Profile Spec still incomplete
– Neither are necessary for understanding the ecosystem; More akin to appendices w/necessary but minor detail
– Path/timing to closure
• Key Distribution – TBA (MS Leading the Charge)
• U.S. Geo Profile - Peter has completed, needs review.
– Deferred issues
– 28 total deferred issues. None required to be closed prior to Eval release (see appendix slide)
• Intent to distribute to potential licensees starting as early as Tuesday, Jan. 11th
• Questions/Discussion?
© 2010 DECE, LLC – DECE CONFIDENTIAL
2. NDA for Spec Evaluation – For MC Approval
• LWG unanimously approved version was circulated to the MC on 12/21
• Will be an NDA vs. an Evaluation License due to the LLC Agreement Amendment not yet being effective
• This version will not be a ‘click-through’ NDA
• To date. no feedback by MC companies
• Desire to get into the hands of potential licensees this week
• Questions/discussion?
11
© 2010 DECE, LLC – DECE CONFIDENTIAL
3. Process Initiation
• Any companies for which an MC company will “proxy” a request for info? (i.e. we’ve said “we’ll initiate the process to get you evaluation specs”)
– If so, please initiate by sending an email to the relevant contact and cc’ing Teitell/Johnstone
• Idea: schedule several question-and-answer phone calls
– Goal: to avoid fragmentation and inefficiency of multiple 1:1 interactions, as much as possible, at least for top-level questions
– Similar to an “bidders’ meeting” for an RFP – submit questions, get answers?
– Question on how to organize – by Role, etc.
12
© 2010 DECE, LLC – DECE CONFIDENTIAL
3. Licensing Inquiries in Thurs-Sunday timing
• 25 total inquiries to date of which the following 10 made mention of potentially becoming a licensee and/or wanting to see the specs
– GoldCrest Films
– MSTAR Semiconductor
– TeleDifusion
– Casablanca/Teleimage
– Farncombe Technology
– Apacer Technology
– Mirada
– Dinamica Studios
– BlackArrow Consulting
– Maco Lighting
13
© 2010 DECE, LLC – DECE CONFIDENTIAL
4. IP Review timing and availability of “feature-complete, licensable specs”
• For discussion…
14
© 2010 DECE, LLC – DECE CONFIDENTIAL
Jan 10th-11th, 2011 MC + Chairs F2F
15
Monday Jan. 10 Tuesday Jan. 11
9-10a
10-11a
11a-noon
12-1pm
1-2pm
2-3pm
3-4pm
4-5pm
Meeting starts at 11am PST
Debrief on CES and PR / Ecosystem adoptions goals for next ~6 months
Get working lunch and be ready to start
Evaluation Specs / NDA approval and confirm of release
Agreements / Legal Issues – part 1
Confirm DRM letter on info request, deployment cycles)
5-6pmMeeting adjourns 5:30pm PST
8-9a Confirm “key dates & deadlines” for Phased Retailer, Licensing
Meeting starts at 8:30am PST
High-level Geo deployment targets for comm to Members
Agreements / Legal Issues – part 2
Fin. snapshot & plans for pull-up date on licensing-rev outlook
2011 DECE Goals & Priorities / Organization Activity plans
Meeting adjourns at 4pm PST
CIQ update
Overflow time for topics completion
Get working lunch
NBCU motion on MC eligibility policy amendment
© 2010 DECE, LLC – DECE CONFIDENTIAL
LWG Currently Known Issues -- Closure Dashboard
AgreementKey Remaining MC issues
(all needed by end of LV F2F)Other Tasks (date)
Target final-complete
Beta Agreements (CP, Retailer and SSP)
• Covered on 12/29 MC call – Will be an extension of the Phased Retailer program with addendums relative to data sharing & an ‘out’ if U.V. doesn’t launch.
• LWG to work w/Best Buy
CFF Evaluation Agreement
• None • Passage of LLC amendment at Feb F2F before use
CFF Agreement for Implementation
• None • Passage of LLC amendment at Feb F2F before use
Content Provider Agreements
• Breadth of “Holdbacks” definition• Fee clarifications – Agreed to single &
uniform method/structure of invoicing and leaving differentiation in splits between other parties’ bi-lateral agreements. CPs and Retailers to pow-wow about the 25 cent split.
• Materials obligations to SSPs
Jan 21
Retail Service Provider Agreements
• Licensor of Last Resort (LoLR)• Breadth of “Holdbacks” definition• Fee clarifications• UI Guidelines published at time of launch?• How long does the obligation to fulfill the
discrete media right survive?
Jan 21
16
© 2010 DECE, LLC – DECE CONFIDENTIAL
LWG Currently Known Issues -- Closure Dashboard
AgreementKey Remaining MC issues
(all needed by end of LV F2F)Other Tasks (date)
Target final-complete
Streaming Service Provider Agreements
• Linked LASP limit change?• Security requirements for optional use of
content keys?• UI Guidelines published at time of launch?• Breadth of “Holdbacks” definition• Fee clarifications (incl. definition of
“stream”?)
Jan 21
Download Service Provider Agreements
• Fee clarifications• Breadth of “Holdbacks” definition
Jan 21
Client Implementer Agreements
• What requirements, if any, will be placed on our client implementers through our agreements with respect to DRMs (and, in particular, updates)?
Feb 1
DECE-DRM Agreement • Will LoLR be required in v1?• When is a DRM “approved”?• When is a DRM “available”?• What obligation, if any, is there to update
devices in the field?
Feb 1
17
© 2010 DECE, LLC – DECE CONFIDENTIAL
Jan 10th-11th, 2011 MC + Chairs F2F
18
Monday Jan. 10 Tuesday Jan. 11
9-10a
10-11a
11a-noon
12-1pm
1-2pm
2-3pm
3-4pm
4-5pm
Meeting starts at 11am PST
Debrief on CES and PR / Ecosystem adoptions goals for next ~6 months
Get working lunch and be ready to start
Evaluation Specs / NDA approval and confirm of release
Agreements / Legal Issues – part 1
Confirm DRM letter on info request, deployment cycles
5-6pmMeeting adjourns 5:30pm PST
8-9a Confirm “key dates & deadlines” for Phased Retailer, Licensing
Meeting starts at 8:30am PST
High-level Geo deployment targets for comm to Members
Agreements / Legal Issues – part 2
Fin. snapshot & plans for pull-up date on licensing-rev outlook
2011 DECE Goals & Priorities / Organization Activity plans
Meeting adjourns at 4pm PST
CIQ update
Overflow time for topics completion
Get working lunch
NBCU motion on MC eligibility policy amendment
© 2010 DECE, LLC – DECE CONFIDENTIAL
DRM Letter on info requests, deployment cycles & deadlines
• [discussion to reference draft letter sent to MC on 1/9/11, for confirmation and sending by 1/11/11]
19
© 2010 DECE, LLC – DECE CONFIDENTIAL
Jan 10th-11th, 2011 MC + Chairs F2F
20
Monday Jan. 10 Tuesday Jan. 11
9-10a
10-11a
11a-noon
12-1pm
1-2pm
2-3pm
3-4pm
4-5pm
Meeting starts at 11am PST
Debrief on CES and PR / Ecosystem adoptions goals for next ~6 months
Get working lunch and be ready to start
Evaluation Specs / NDA approval and confirm of release
Agreements / Legal Issues – part 1
Confirm DRM letter on info request, deployment cycles
5-6pmMeeting adjourns 5:30pm PST
8-9a Confirm “key dates & deadlines” for Phased Retailer, Licensing
Meeting starts at 8:30am PST
High-level Geo deployment targets for comm to Members
Agreements / Legal Issues – part 2
Fin. snapshot & plans for pull-up date on licensing-rev outlook
2011 DECE Goals & Priorities / Organization Activity plans
Meeting adjourns at 4pm PST
CIQ update
Overflow time for topics completion
Get working lunch
NBCU motion on MC eligibility policy amendment
© 2010 DECE, LLC – DECE CONFIDENTIAL
NBCU motion on MC eligibility policy amendment (1 of 3)
• To sections 9.1 and 9.1.1. of the LLC Agreement, add the text
“(except in the case of such transaction involving two Founding Members that are Permanent Representatives in different Founding Member Classes and have fully paid their respective capital obligations as set forth in Schedule 6.1.1)”
• In context on following pages
21
© 2010 DECE, LLC – DECE CONFIDENTIAL
NBCU motion on MC eligibility policy amendment (2 of 3)
• 9.1 Transfers. No Member may, directly or indirectly, sell, assign, transfer, pledge, hypothecate, or otherwise dispose of ("Transfer") all or any part of its Interest to any
Person or natural person, other than (a) to a Controlled Affiliate which complies with Section 9.1.2, or (b) to a successor-in-interest in connection with a merger or
consolidation of, or a sale of all or substantially all of its assets by, its Member Parent (or, if such Member does not have a Member Parent designated pursuant to this
Agreement, such Member) provided that such successor in each case complies with Section 9.1.2; provided, however, that in the event that any such merger, consolidation
or sale of assets described in this clause (b) would result in a single Member together with its subsidiaries having more than one Interest or in a Controlled Group having
more than one Founding Member [(except in the case of any such merger, consolidation or sale involving two Founding Members that are Permanent
Representatives in different Founding Member Classes and have fully paid their respective capital obligations as set forth in Schedule 6.1.1)], one of such
Member's Interests or one of such Controlled Group's Founding Member's membership in the Company, as the case may be, shall be terminated automatically without any
further action by the Company or such Member, effective upon the consummation of such merger, consolidation or sale of assets, such that following such merger,
consolidation or sale of assets such Member together with its subsidiaries does not have more than one Interest and the resulting Controlled Group does not have more
than one Founding Member. No Member, if it has a Member Parent, shall permit or cause any Transfer to occur if such Transfer would result in such Member no longer
being a Controlled Affiliate of its Member Parent.
22
© 2010 DECE, LLC – DECE CONFIDENTIAL
NBCU motion on MC eligibility policy amendment (3 of 3)
• 9.1.1 A Member shall give notice to the Company at least ten (10) days prior to the Transfer of its Interest pursuant to a merger or consolidation of, or sale of all or substantially all of its assets by, such
Member or its Member Parent, as applicable, to a successor-in-interest (unless prior notice is prohibited by applicable Law or contract, in which case such Member shall give notice not later than two (2)
days after such Transfer), which notice shall state (a) the Member's intention to continue as a Member after the Transfer, (b) if such transaction would result in a single Member together with its
subsidiaries having more than one Interest or in a Controlled Group having more than one Founding Member [(except in the case of such transaction involving two Founding Members that are
Permanent Representatives in different Founding Member Classes and have fully paid their respective capital obligations as set forth in Schedule 6.1.1)], specify which Member or Interest is
being terminated pursuant to this Section 9.1 (with the presumption being that if one Interest is as a Founding Member and one Interest is as a Participating Member, the Participating Member Interest
will be terminated), (c) for Founding Members either affirm to the Company that the Founding Member's current Founding Member Class will continue after the Transfer or request a Member
reclassification pursuant to Section 3.10.4 (provided that the Management Committee shall retain authority pursuant to Section 3.10.4 to review or initiate a Founding Member Class reclassification upon
notice of Transfer by a Founding Member), and (d) if such Member has a Member Parent, either affirm to the Company that its Member Parent will be the same after the Transfer or identify a new
Member Parent, in which latter case such new Member Parent shall be required to execute a Guaranty and Covenant Agreement to replace the Guaranty and Covenant Agreement executed by the prior
Member Parent (provided that the Management Committee shall retain authority pursuant to Section 3.10.3 to review such proposed change in the Member Parent and, if applicable, to review or initiate
a Founding Member Class reclassification upon notice of a change in Member Parent); and provided, however, that the failure by a Member to give such a notice to the Company shall not affect or
invalidate the Transfer of such Member's Interest.
23
© 2010 DECE, LLC – DECE CONFIDENTIAL
Appendix
24
1. Spec Deferred Items Summary
© 2010 DECE, LLC – DECE CONFIDENTIAL
1. Deferred Item Summary (28)
• Subtitle Implementation (10)
• Device algorithm and metadata for determining default language for audio, subtitles, etc (1)
• DRM-specific questions and details (3)
• Harmonization with MPEG DASH (6)
• Device output picture conformance at max video bitrate (1)
• Scientific definition of AAC “maximum bitrate” (1)
• Dynamic streaming profile (1)
• Persistent HTTP connections (1)
• Fee required scenario (1)
• Rental Use case (2)
• API Examples (1)
• Other Specifications (2)