DECE F2F MC/Chairs Meeting Jan 10-11, 2011 - WikiLeaks · DECE F2F MC/Chairs Meeting Jan 10-11, ......

© 2010 DECE, LLC – DECE CONFIDENTIAL

DECE F2F MC/Chairs Meeting Jan 10-11, 2011

Discussion Materials for Day 1 – version 1

1


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


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


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


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


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


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


CES Debrief: high-impact potential new members or licensees (or some degree of substantial interest from notable skeptics)

• Verizon

• Blockbuster

• AOL

• Facebook

• 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



8


9-10a

10-11a

11a-noon

12-1pm

1-2pm

2-3pm

3-4pm

4-5pm















CIQ update


Get working lunch



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


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?


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


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


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


4. IP Review timing and availability of “feature-complete, licensable specs”

• For discussion…

14



15


9-10a

10-11a

11a-noon

12-1pm

1-2pm

2-3pm

3-4pm

4-5pm






Confirm DRM letter on info request, deployment cycles)









CIQ update


Get working lunch



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


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



18


9-10a

10-11a

11a-noon

12-1pm

1-2pm

2-3pm

3-4pm

4-5pm















CIQ update


Get working lunch



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



20


9-10a

10-11a

11a-noon

12-1pm

1-2pm

2-3pm

3-4pm

4-5pm















CIQ update


Get working lunch



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



• 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



• 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


Appendix

24

1. Spec Deferred Items Summary


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)

DECE F2F MC/Chairs Meeting Jan 10-11, 2011 - WikiLeaks · DECE F2F MC/Chairs Meeting Jan 10-11, ......

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