Common use of PROMOTION AND RESEARCH Clause in Contracts

PROMOTION AND RESEARCH. 7.1 The parties agree to use good faith efforts to issue a joint press release after execution of this agreement subject to written approval by both parties announcing this Agreement within fourteen (14) days of the Effective Date of this Agreement. Wink shall be solely responsible for providing a draft for Programmer's review on a timely basis. 7.2 Wink agrees to provide Programmer with notice within 30 days of new System Operators having enabled their subscribers to receive Programmer's Interactive Wink Programs. Wink further agrees to immediately notify Programmer as to the first day subscribers in Wink's first five (5) cable systems are able to receive Programmer's Interactive Wink Programs. 7.3 Subject to the approvals of 7.4: Wink agrees to promote and feature Programmer's Interactive Wink Programs as prominently as any other programming service in Wink's promotion, advertisements and/or marketing materials (in any and all media), during meetings with cable operators and the press, and during industry trade shows. Wink will also use reasonable efforts to assist Programmer in achieving its marketing objectives in materials prepared by third parties, such as equipment manufacturers, retailers and cable operators. At its election, Programmer shall have the right to promote its participation as a charter Wink programmer to cable operators, and upon written approval to serve as a press reference for Wink during the effective term of the agreement. 7.4 Wink, equipment manufacturers, retailers and System Operators may prepare marketing materials relating to the Interactive Wink Programs and may use Programmer's name, logo and screen shots (collectively, "Programmer's Marks") from the Interactive Wink Programs. Programmer, the Programming Services, Programmer Owned Stations and Other Programmer Affiliates may use and authorize the use of Wink's name, logo and related elements (collectively Wink's Marks") in the production and distribution of Interactive Wink Programs and in advertising and publicity therefor. Each party must submit materials containing the other's Marks to the other party for review and written approval prior to distribution. The other party agrees to use reasonable efforts to respond promptly to such requests for approval, and retains sole discretion over such approvals, if any. Wink hereby acknowledges that Programmer is the sole owner of all right, title and interest in and to the Programmer's Marks and any marks, notices or designations utilized by Programmer in connection with Programmer's business, and that no rights or ownership are intended to be or shall be transferred to Wink. All uses of the Programmer's Marks shall inure to the benefit of Programmer. Upon any expiration or termination of this Agreement, Wink shall delete and discontinue all use of the Programmer's Marks. At no time during or after the term of this Agreement shall Wink challenge or assist others to challenge the Programmer's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Programmer's Marks. Likewise, Programmer hereby acknowledges that Wink is the sole owner of all right, title and interest in and to the Wink's Marks and any marks, notices or designations utilized by Wink in connection with Wink's business, and that no rights or ownership are intended to be or shall be transferred to Programmer. All uses of the Wink's Marks shall inure to the benefit of Wink. Upon any expiration or termination of this Agreement, Programmer shall delete and discontinue all use of the Wink's Marks. At no time during or after the term of this Agreement shall Programmer challenge or assist others to challenge the Wink's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Wink's Marks. 7.5 Programmer understands and accepts that Wink will be providing reports on Wink Responses to the Interactive Wink Programs to System Operator(s) for Wink Responses that originate from System Operator's subscribers, to equipment manufacturers for Wink Responses that originate from Wink- enabled equipment sold by such manufacturers, and to advertisers and other parties, authorized by Programmer, for Wink Responses that originate from Interactive Wink Programs paid for or sponsored by such parties (collectively, the "Recipients"). Such reports to Recipients shall be restricted to aggregate reports about Wink Responses, and detailed reports on individual Wink Revenue Responses, which shall only be forwarded to the Recipient fulfilling such viewer requests, or such party's designated agent. Wink agrees that reports providing specific data regarding viewer responses to, usage of, and/or exposure to Programmer's Interactive Wink Programs, including data on Wink viewer responses to advertising on Programmer owned or affiliated programming services, will not be made available, except in aggregated form that does not identify Programmer or specific Programmer viewer data, to any third party except Recipients pursuant to this paragraph. Wink acknowledges and agrees that any reports provided to Recipients or other third parties must adhere to applicable consumer privacy laws. Information regarding the nature of Winks Responses or the Wink Viewers shall not be used for any other purpose without the express consent of Programmer. Notwithstanding the foregoing, Wink agrees that it shall not include in any of its standard and/or customized reports any information other than raw data, including aggregate and accumulated data, program ratings, demographic data, the number of applicable Wink viewers and other similar "objective" data. [ * ]

PROMOTION AND RESEARCH. 7.1 6.1 The parties agree to use good faith efforts to issue a joint mutually-approved press release after execution announcing this agreement on or before December 9, 1997. Wink will provide Programmer with a draft of this agreement subject to written approval release by both parties announcing this Agreement within fourteen (14) days of the Effective Date of this Agreement. Wink shall be solely responsible for providing a draft for Programmer's review on a timely basisDecember 3, 1997. 7.2 6.2 Wink agrees to provide Programmer with notice within 30 days of new System Operators having enabled their subscribers to receive Programmer's Interactive Wink Programs. Wink further agrees to immediately notify Programmer as to the first day subscribers in Wink's first five (5) cable systems are able to receive Programmer's Interactive Wink Programs. 7.3 Subject to the approvals of 7.4: 6.3 Wink agrees to actively promote and feature Programmer's Interactive Wink Programs as prominently as any other programming service in Wink's promotion, advertisements and/or marketing materials (in any and all media)literature, during meetings with cable operators and the press, and during industry trade showsshows in a manner that is at least as favorable as the position granted other cable programmers, subject to Programmer's trademark guidelines and approval process attached hereto as Exhibit F. Wink's commitment to promote on such most favored nations basis does not prevent Wink from creating marketing materials, events or exhibits that highlight particular programming categories or partnerships. Wink will also use reasonable efforts to assist Programmer in achieving its marketing objectives in materials prepared by third parties, such as cable equipment manufacturers, retailers manufacturers and cable operators. At its election, Programmer shall have the right agrees to promote its participation as a charter Wink programmer to cable operators, and upon written approval to serve as a press reference for Wink during the effective term of the agreement. 7.4 Wink, equipment manufacturers, retailers 6.4 Programmer agrees to use reasonable business efforts to cooperate with Wink and System Operators in promoting Programmer's Interactive Programs. Wink and System Operators may prepare marketing materials relating to the Interactive Wink Programs and may use Programmer's name, logo and screen shots (collectively, "Programmer's Marks") from the Interactive Wink Programs. Programmer, the Programming Services, provided that such materials are submitted to Programmer Owned Stations and Other Programmer Affiliates may use and authorize the use of Wink's name, logo and related elements (collectively Wink's Marks") in the production and distribution of Interactive Wink Programs and in advertising and publicity therefor. Each party must submit materials containing the other's Marks to the other party for review and written approval prior to distribution. The other party agrees distribution subject to use reasonable efforts to respond promptly to such requests for approval, Programmer's trademark guidelines and retains sole discretion over such approvals, if any. approval process attached hereto as Exhibit F. Wink hereby acknowledges that and agrees that, as between Wink and Programmer, Programmer is the sole owner of all right, title and interest in and to the Programmer's Marks and any marksMarks, notices or designations utilized by Programmer in connection with Programmer's business, and that no rights or ownership are intended to be or shall be transferred to Wink. All uses of the Programmer's Marks shall inure to the benefit of Programmer. Upon any expiration or termination of this Agreement, Wink shall delete and discontinue all use of the Programmer's Marks. At no time during or after the term of this Agreement shall Wink challenge or assist others to challenge the Programmer's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Programmer's Marks. 6.5 Wink may, from time to time, undertake marketing tests and surveys, rating polls and other research in collaboration with Programmer. Likewise, Programmer hereby acknowledges shall provide Wink with reasonable assistance at no cost to Programmer in conducting such research with respect to Programmer's viewers. Programmer agrees that Wink is will have access to all such research regarding the sole owner of all rightdeployment, title and interest in and to the Wink's Marks and any marks, notices or designations utilized by Wink in connection with Wink's businesslaunch, and that no rights or ownership are intended usage of Wink service by Programmer viewers. Wink agrees to be or shall be transferred provide copies of final reports from such research activity to Programmer. All uses of the WinkWink may only use such data or share it with third parties with Programmer's Marks shall inure to the benefit of Wink. Upon any expiration or termination of this Agreement, Programmer shall delete and discontinue all use of the Wink's Marks. At no time during or after the term of this Agreement shall Programmer challenge or assist others to challenge the Wink's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Wink's Marksprior written approval. 7.5 6.6 Programmer understands and accepts that Wink will be providing reports on Wink Responses viewer usage and responses to the Interactive Wink Programs to System Operator(s) for Wink Responses responses that originate from System Operator's subscribers, to equipment manufacturers for Wink Responses that originate from Wink- enabled equipment sold by such manufacturers, and to advertisers and other parties, authorized by Programmer, parties for Wink Responses responses that originate from Interactive Wink Programs paid for or sponsored by such parties (collectively, the "Recipients"). Such reports to Recipients shall be restricted to aggregate reports about Wink Responses, and detailed reports on individual Wink Revenue Responses, which shall only be forwarded to the Recipient fulfilling such viewer requests, or such party's designated agentparties. Wink agrees that reports providing specific data regarding viewer responses to, usage of, and/or exposure to Programmer's Interactive Wink Programs, including data on Wink viewer responses to advertising on Programmer owned or affiliated programming servicesProgrammer's Programming Services, will not be made availableavailable to news and industry organizations, or other broadcast and cable networks, except in aggregated form that does not explicitly or implicitly identify Programmer or specific Programmer viewer data, to any third party except Recipients pursuant to this paragraph. Wink acknowledges and further agrees that Wink's provision of any reports provided data that identify individual viewers shall be limited to Recipients advertisers and other entities having contracted with Wink for the provision of such data to enable fulfillment of transactions or other third parties must adhere individual viewer requests made via the Interactive Programs and that such disclosure shall be subject to applicable consumer privacy laws. Information regarding the nature of Winks Responses or the Wink Viewers shall not be used for any other purpose without the express consent of Programmer. Notwithstanding the foregoing, Wink . 6.7 Programmer agrees that it shall not include Wink may demonstrate Programmer's Interactive Programs in any of its standard and/or customized reports any information customer meetings, at industry trade shows, and in other than raw data, including aggregate and accumulated data, program ratings, demographic data, the number of applicable Wink viewers and other similar "objective" data. [ * ]meetings or venues deemed important by Wink.

PROMOTION AND RESEARCH. 7.1 6.1 The parties agree to use good faith efforts to issue a joint press release after execution approved by each of them announcing this agreement on or before October 21, 1997. Wink will provide Programmer with a draft of this agreement subject to written approval release by both parties announcing this Agreement within fourteen (14) days of the Effective Date of this Agreement. Wink shall be solely responsible for providing a draft for Programmer's review on a timely basisOctober 15, 1997. 7.2 6.2 Wink agrees to provide Programmer with notice within 30 days of new System Operators having enabled their subscribers to receive Programmer's Interactive Wink Programs. Wink further agrees to immediately notify Programmer as to the first day subscribers in Wink's first five (5) cable systems are able to receive Programmer's Interactive Wink Programs. 7.3 Subject to the approvals of 7.4: 6.3 Wink agrees to promote and feature Programmer's Interactive Wink Programs as prominently as any other programming service in Wink's promotion, advertisements and/or marketing materials (in any and all media)literature, during meetings with cable operators and the press, and during industry trade shows. Wink will also use reasonable efforts to assist Programmer in achieving its marketing objectives in materials prepared by third parties, such as cable equipment manufacturers, retailers manufacturers and cable operators. At its election, Programmer shall have the right agrees to promote its participation as a charter Wink programmer to cable operators, and upon written approval to serve as a press reference for Wink during the effective term of the agreement. 7.4 Wink, equipment manufacturers, retailers 6.4 Programmer agrees to cooperate with Wink and System Operators in promoting Programmer's Interactive Programs. Wink and System Operators may prepare marketing materials relating to the Interactive Wink Programs and may shall have a license to use Programmer's name, logo and screen shots (collectively, "Programmer's Marks") from the Interactive Wink Programs. Programmer, the Programming Services, provided that such materials are submitted to Programmer Owned Stations and Other Programmer Affiliates may use and authorize the use of Wink's name, logo and related elements (collectively Wink's Marks") in the production and distribution of Interactive Wink Programs and in advertising and publicity therefor. Each party must submit materials containing the other's Marks to the other party for review and written approval prior to distribution. The other party agrees to use reasonable efforts to respond promptly to Programmer's approval of such requests for approval, and retains sole discretion over such approvals, if anymaterials shall not be unreasonably withheld. Wink hereby acknowledges that and agrees that, as between Wink and Programmer, Programmer is the sole owner of all right, title and interest in and to the Programmer's Marks and any marks, notices or designations utilized by Programmer in connection with Programmer's business, and that no rights or ownership are intended to be or shall be transferred to WinkMarks. All uses of the Programmer's Marks shall inure to the benefit of Programmer. Upon any expiration or termination of this Agreement, Wink shall delete and discontinue all use of the Programmer's Marks. At no time during or after the term of this Agreement shall Wink challenge or assist others to challenge the Programmer's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Programmer's Marks. Likewise. 6.5 Wink may, Programmer hereby acknowledges that Wink is the sole owner of all rightfrom time to time, title undertake marketing tests and interest surveys, rating polls and other research in and to the Wink's Marks and any marks, notices or designations utilized by Wink in connection collaboration with Wink's business, and that no rights or ownership are intended to be or shall be transferred to Programmer. All uses of To the Wink's Marks shall inure extent it is permitted to the benefit of Wink. Upon any expiration or termination of this Agreementdo so, Programmer shall delete provide Wink with reasonable assistance at no cost to Programmer in conducting such research with respect to Programmer's viewers. Programmer agrees that Wink will have access, to such extent, to all such research regarding the deployment, launch, and discontinue all use usage of the Wink's MarksWink service by Programmer viewers. At no time during or after the term Wink agrees to provide copies of this Agreement shall Programmer challenge or assist others final reports from such research activity to challenge the Wink's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Wink's MarksProgrammer. 7.5 6.6 Programmer understands and accepts that Wink will be providing reports on Wink Responses viewer responses to the Interactive Wink Programs to System Operator(s) for Wink Responses responses that originate from System Operator's subscribers, to equipment manufacturers for Wink Responses that originate from Wink- enabled equipment sold by such manufacturers, and to advertisers and other parties, authorized by Programmer, parties for Wink Responses responses that originate from Interactive Wink Programs paid for or sponsored by such parties (collectively, the "Recipients"). Such reports to Recipients shall be restricted to aggregate reports about Wink Responses, and detailed reports on individual Wink Revenue Responses, which shall only be forwarded to the Recipient fulfilling such viewer requests, or such party's designated agentparties. Wink agrees that reports providing specific data regarding viewer responses to, usage of, and/or exposure to Programmer's Interactive Wink Programs, including data on Wink viewer responses to advertising on Programmer owned or affiliated programming servicesProgramming Services, will not be made availableavailable to other broadcast or cable networks or to the press, except in aggregated form that does not identify Programmer or specific Programmer viewer data, to any third party except Recipients pursuant to this paragraph. Wink acknowledges and also agrees that any to use all reasonable efforts to restrict the distribution of reports provided to Recipients System Operators to the System Operator organization and affiliates, and to prevent distribution to any Programming Services wholly or other third parties must adhere to applicable consumer privacy laws. Information regarding partially owned by the nature of Winks Responses or the Wink Viewers shall not be used for any other purpose without the express consent of Programmer. Notwithstanding the foregoing, Wink agrees that it shall not include in any of its standard and/or customized reports any information other than raw data, including aggregate and accumulated data, program ratings, demographic data, the number of applicable Wink viewers and other similar "objective" data. [ * ]System Operator.

PROMOTION AND RESEARCH. 7.1 6.1 The parties agree to use good faith efforts to issue a joint mutually-approved press release after execution of this agreement subject to written approval by both parties announcing this Agreement within fourteen (14) days of the Effective Date on or before Tuesday, 1998. Wink will provide Programmer with a draft of this Agreement. Wink shall be solely responsible for providing a draft for Programmer's review on a timely basisrelease by January 30, 1998. 7.2 6.2 Wink agrees to provide Programmer with notice within 30 days of new System Operators having enabled their subscribers to receive Programmer's Interactive Wink Programs. Wink further agrees to immediately notify Programmer as to the first day subscribers in Wink's first five (5) cable systems are able to receive Programmer's Interactive Wink Programs. 7.3 Subject to the approvals of 7.4: 6.3 Wink agrees to actively promote and feature Programmer's Interactive Wink Programs as prominently as any other programming service in Wink's promotion, advertisements and/or marketing materials (in any and all media)literature, during meetings with cable operators and other distributors of the Programming Service and the press, and during industry trade shows. , subject to Programmer's trademark guidelines and approval process attached hereto as Exhibit F. Wink will also use reasonable efforts to assist Programmer in achieving its marketing objectives in materials prepared by third parties, such as cable equipment manufacturers, retailers cable operators and cable operatorsother distributors of the Programming Service. At its electionProgrammer agrees, Programmer shall have the right where reasonable, to promote its participation as a charter Wink programmer to cable operatorsoperators and other distributors of the Programming Service, and upon written approval to serve as a press reference for Wink during the effective term of the agreementthis Agreement. 7.4 Wink, equipment manufacturers, retailers 6.4 Programmer agrees to use commercially reasonable efforts to cooperate with Wink and System Operators in promoting Programmer's Interactive Programs. Wink and System Operators may prepare marketing materials relating to the Interactive Wink Programs and may use Programmer's name, logo and screen shots (collectively, "Programmer's Marks") from the Interactive Wink Programs. Programmer, the Programming Services, provided that such materials are submitted to Programmer Owned Stations and Other Programmer Affiliates may use and authorize the use of Wink's name, logo and related elements (collectively Wink's Marks") in the production and distribution of Interactive Wink Programs and in advertising and publicity therefor. Each party must submit materials containing the other's Marks to the other party for review and written approval prior to distribution. The other party agrees any distribution of such materials and subject to use reasonable efforts Programmers trademark guidelines and approval process attached hereto as Exhibit F. Wink shall inform System Operator that System Operator is required to respond promptly obtain Programmer's clearance prior to distribution of such requests for approval, and retains sole discretion over such approvals, if anymaterials. Wink hereby acknowledges that and agrees that, as between Wink and Programmer, Programmer is the sole owner of all right, title and interest in and to the Programmer's Marks and any marks, notices or designations utilized by Programmer in connection with Programmer's business, and that no rights or ownership are intended to be or shall be transferred to WinkProgrammers Marks. All uses of the Programmer's Programmers Marks shall inure to the benefit of Programmer. Upon any expiration or termination of this Agreement, Wink shall delete and discontinue all use of the Programmer's Marks. At no time during or after the term of this Agreement shall Wink challenge or assist others to challenge the Programmer's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Programmer's Marks. Likewise, Programmer hereby acknowledges that Wink is the sole owner of all right, title and interest in and to the Wink's Marks and any marks, notices or designations utilized by Wink in connection with Wink's business, and that no rights or ownership are intended to be or shall be transferred to Programmer. All uses of the Wink's Marks shall inure to the benefit of Wink. Upon any expiration or termination of this Agreement, Programmer shall delete and discontinue all use of the Wink's Marks. At no time during or after the term of this Agreement shall Programmer challenge or assist others to challenge the Wink's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Wink's Marks. 7.5 6.6 Programmer understands and accepts that Wink will be providing reports on Wink Responses viewer usage and responses to the Interactive Wink Programs to System Operator(s) for Wink Responses responses that originate from System Operator's subscribers, to equipment manufacturers for Wink Responses that originate from Wink- enabled equipment sold by such manufacturers, and to advertisers and other parties, authorized by Programmer, parties acting on behalf of advertisers or Programmer for Wink Responses the purpose of fulfilling requests for responses that originate from Interactive Wink Programs paid for or sponsored by such parties (collectively, the "Recipients"). Such reports to Recipients shall be restricted to aggregate reports about Wink Responses, and detailed reports on individual Wink Revenue Responses, which shall only be forwarded to the Recipient fulfilling such viewer requests, or such party's designated agentparties. Wink agrees that reports providing specific data regarding viewer responses to, usage of, and/or exposure to Programmer's Interactive Wink Programs, including data on Wink viewer responses to advertising on Programmer owned or affiliated programming servicesProgrammer's Programming Services, will not be made availableavailable to news and industry organizations, or other broadcast and cable networks, except in aggregated form that does not explicitly or implicitly identify Programmer or specific Programmer viewer data, to any third party except Recipients pursuant to this paragraph. Wink acknowledges and further agrees that Wink's provision of any reports provided data that identify individual viewers shall be limited to Recipients or advertisers and other third parties must adhere entities having contracted with Wink for the provision of such data to enable fulfillment of individual viewer requests, and that such disclosure shall be subject to, and Wink shall be responsible for ensuring compliance with, all applicable consumer laws (including without limitation applicable privacy laws. Information regarding the nature of Winks Responses or the Wink Viewers shall not be used for any other purpose without the express consent of Programmer. Notwithstanding the foregoing, Wink ). 6.7 Programmer agrees that it shall not include Wink may demonstrate Programmer's Interactive Programs in any customer meetings and other private meetings deemed important by Wink. 6.8 Programmer agrees to assist Wink in its marketing efforts by providing [ * ] subscriptions ("Promotional Subscriptions") to subscribers of certain System Operators with whom Wink has agreements for carriage of Interactive Programs. Wink and Programmer agree to jointly determine the appropriate System Operators and markets in which such Promotional Subscriptions will be made available. Programmer may, at its standard and/or customized reports any information sole discretion, decline the provision of such Promotional Subscriptions to certain System Operators, if the provision of such Promotional Subscriptions is determined to be contrary to Programmer's marketing and business 6.9 Subject to the other than raw dataprovisions of this Agreement, including aggregate but not limited to Sections 3.6 and accumulated data3.8, program ratings, demographic data, Programmer further agrees to use Interactive Programs to (i) promote orders of the number of applicable Wink viewers Programming Service (as defined in Exhibit A) during free weekend and other similar "objective" data. [ * ]national or local promotions (ii) to promote orders of the Programming Service in advertising spots on other cable and broadcast channels on a trial basis and (iii) to enable impulse purchases and program enhancements during interstitial advertising and promotion.

PROMOTION AND RESEARCH. 7.1 6.1 The parties agree to use good faith reasonable efforts to issue a joint press release after execution by December 10, 1997. Wink will provide Programmer with a draft of this agreement subject to written approval release by both parties announcing this Agreement within fourteen (14) days of the Effective Date of this Agreement. Wink shall be solely responsible for providing a draft for Programmer's review on a timely basisDecember 3, 1997. 7.2 6.2 Wink agrees to provide Programmer with notice within 30 (30) days of new System Operators having enabled their subscribers to receive Programmer's Interactive Wink Programs. Wink further agrees to immediately notify Programmer as to the first day subscribers in Wink's first five (5) cable systems are able to receive Programmer's Interactive Wink Programs. 7.3 Subject to the approvals of 7.4: 6.3 Wink agrees to promote and feature Programmer's Interactive Wink Programs as prominently as any other programming service in Wink's promotion, advertisements and/or marketing materials (in any and all media)literature, during meetings with cable operators and the press, and during industry trade shows, provided that any materials produced by Wink which feature screen shots, logos or video clips belonging to Programmer or appearing on Programmer's network(s) shall be subject to Programmer's prior written approval. In addition, Wink agrees that mention of Programmer's name or mention of Programmer's Interactive Programs in such meetings and during such industry trade shows will be in a manner consistent with previously approved announcements and actual airings of Programmer's Interactive Programs with the understanding that any written press announcements will be subject to Programmer's written approval. Wink will also use reasonable efforts to assist Programmer in achieving its it's marketing objectives in materials prepared by third parties, such as cable equipment manufacturers, retailers manufacturers and cable operators. At its election, Programmer shall have the right to promote its participation as a charter Wink programmer to cable operators, and upon written approval agrees to serve as a press reference for Wink during the effective term of the agreement. 7.4 Wink, equipment manufacturers, retailers 6.4 Programmer agrees to use reasonable efforts to cooperate with Wink and System Operators in promoting Programmer's Interactive Programs. Wink and System Operators may prepare marketing materials relating to the Interactive Wink Programs and may use Programmer's name, logo and such screen shots and video clips as may be selected and/or cleared by Programmer (collectively, "Programmer's Marks") from the Interactive Wink Programs. Programmer, Programs in accordance with the Programming Services, Programmer Owned Stations and Other Programmer Affiliates may use and authorize the use requirements of Wink's name, logo and related elements (collectively Wink's Marks") in the production and distribution of Interactive Wink Programs and in advertising and publicity therefor. Each party must submit materials containing the other's Marks to the other party for review and written approval prior to distribution. The other party agrees to use reasonable efforts to respond promptly to such requests for approval, and retains sole discretion over such approvals, if anySection 6.3 above. Wink hereby acknowledges that and agrees that, as between Wink and Programmer, Programmer is the sole owner of all right, title and interest in and to the Programmer's Marks including, but not limited to, trademarks and any marks, notices or designations utilized by Programmer in connection with Programmer's business, and that no rights or ownership are intended to be or shall be transferred to Winkcopyrights. All uses of the Programmer's Marks shall inure to the benefit of Programmer. Upon any expiration or termination of this Agreement, Wink shall delete and discontinue all use of the Programmer's Marks. At no time during or after the term of this Agreement shall Wink challenge or assist others to challenge the Programmer's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Programmer's Marks. 6.5 Wink may, from time to time, undertake marketing tests and surveys, rating polls and other research in collaboration with Programmer. Likewise, Programmer hereby acknowledges shall provide Wink with reasonable assistance at no cost to Programmer in conducting such research with respect to Programmer's viewers. Programmer agrees that Wink is will have access to all such research regarding the sole owner of all rightdeployment, title and interest in and to the Wink's Marks and any marks, notices or designations utilized by Wink in connection with Wink's businesslaunch, and that usage of Wink service by Programmer viewers. Wink agrees to provide copies of final reports from such research activity to Programmer at no rights or ownership are intended to be or shall be transferred cost to Programmer. All uses of the Wink's Marks shall inure to the benefit of Wink. Upon any expiration or termination of this Agreement, Programmer shall delete and discontinue all use of the Wink's Marks. At no time during or after the term of this Agreement shall Programmer challenge or assist others to challenge the Wink's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Wink's Marks. 7.5 6.6 Programmer understands and accepts that Wink will be providing summary reports on Wink Responses viewer responses to the Interactive Wink Programs to System Operator(s) for Wink Responses responses that originate from such System Operator's subscribers, to equipment manufacturers for Wink Responses that originate from Wink- enabled equipment sold by such manufacturers, and to advertisers and other parties, authorized by Programmer, parties for Wink Responses responses that solely originate from Interactive Wink Programs paid for or sponsored by such parties (collectively, the "Recipients"). Such reports to Recipients shall be restricted to aggregate reports about Wink Responses, and detailed reports on individual Wink Revenue Responses, which shall only be forwarded to the Recipient fulfilling such viewer requests, or such party's designated agentparties. Wink agrees that reports providing specific data regarding individual viewer responses to, usage of, and/or exposure to Programmer's Interactive Wink Programs, including including, but not limited to, data on Wink viewer responses to advertising on Programmer owned or affiliated programming servicesProgrammer's Programming Services, will not be made availableavailable to other broadcast or cable networks, the press, analysts or any other third party, except in aggregated form that does not identify Programmer or specific Programmer viewer data, to any third party except Recipients pursuant to this paragraph. Wink acknowledges and agrees that any reports Individual viewer responses may be provided to Recipients or other third parties must adhere to applicable consumer privacy laws. Information regarding the nature of Winks Responses or the Wink Viewers shall not be used for any other purpose without the express consent of Programmer. Notwithstanding the foregoing, Wink agrees that it shall not include in any of its standard and/or customized reports any information other than raw data, including aggregate and accumulated data, program ratings, demographic data, the number of applicable Wink viewers advertisers and other similar "objective" data. [ * ]parties for the purpose of fulfilling viewer requests.

PROMOTION AND RESEARCH. 7.1 6.1 The parties agree to use good faith efforts to issue a joint press release after execution announcing this agreement on or before July 21, 1997, unless the parties mutually agree to delay the press release. Wink will provide Programmer with a draft of this agreement subject to written approval release by both parties announcing this Agreement within fourteen (14) days of the Effective Date of this Agreement. Wink shall be solely responsible for providing a draft for Programmer's review on a timely basisJuly 16th. 7.2 6.2 Wink agrees to provide Programmer with notice within 30 days of new System Operators having enabled their subscribers to receive Programmer's Interactive Wink Programs. Wink further agrees to immediately notify Programmer as to the first day subscribers in Wink's first five (5) cable systems are able to receive Programmer's Interactive Wink Programs. 7.3 Subject to the approvals of 7.4: 6.3 Wink agrees to use reasonable efforts to promote and feature Programmer's Interactive Wink Programs as prominently as any other programming service in all of Wink's promotionmarketing efforts, advertisements and/or marketing materials (in any and all media)which it lists content or content providers, including during meetings with cable operators and the press, and during industry trade showsshows and in printed and other marketing communications materials. This commitment does not prevent Wink from creating marketing materials, events or exhibits that highlight particular programming categories or partnerships. Wink will also use reasonable efforts to assist Programmer in achieving its it's marketing objectives in materials prepared by third parties, such as cable equipment manufacturers, retailers manufacturers and cable operators. At its election, Programmer shall have the right agrees to promote its it's participation as a charter Wink programmer to cable operators, and upon written approval to serve as a press reference for Wink during the effective term of the agreement. 7.4 Wink, equipment manufacturers, retailers 6.4 Programmer agrees to cooperate with Wink and System Operators in promoting Programmer's Interactive Programs. Wink and System Operators may prepare marketing materials relating to the Interactive Wink Programs and may use Programmer's name, logo and screen shots (collectively, "Programmer's Marks") from the Interactive Wink Programs. Programmer, the Programming Services, provided that such materials are submitted to Programmer Owned Stations and Other Programmer Affiliates may use and authorize the use of Wink's name, logo and related elements (collectively Wink's Marks") in the production and distribution of Interactive Wink Programs and in advertising and publicity therefor. Each party must submit materials containing the other's Marks to the other party for review and written approval prior to distribution. The other party agrees to use reasonable efforts to respond promptly to Programmer's approval of such requests for approval, and retains sole discretion over such approvals, if anymaterials shall not be unreasonably withheld. Wink hereby acknowledges that and agrees that, as between Wink and Programmer, Programmer is the sole owner of all right, title and interest in and to the Programmer's Marks and any marks, notices or designations utilized by Programmer in connection with Programmer's business, and that no rights or ownership are intended to be or shall be transferred to WinkMarks. All uses of the Programmer's Marks shall inure to the benefit of Programmer. Upon any expiration or termination of this Agreement, Wink shall delete and discontinue all use of the Programmer's Marks. At no time during or after the term of this Agreement shall Wink challenge or assist others to challenge the Programmer's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Programmer's Marks. 6.5 Wink may, from time to time, undertake marketing tests and surveys, rating polls and other research in collaboration with Programmer. Likewise, Programmer hereby acknowledges shall provide Wink with reasonable assistance at no cost to Programmer in conducting such research with respect to Programmer's viewers. Programmer agrees that Wink is will have access to all such research regarding the sole owner of all rightdeployment, title and interest in and to the Wink's Marks and any marks, notices or designations utilized by Wink in connection with Wink's businesslaunch, and that no rights or ownership are intended usage of Wink service by Programmer viewers. Wink agrees to be or shall be transferred provide copies of final reports from such research activity to Programmer. All uses of the Wink's Marks shall inure to the benefit of Wink. Upon any expiration or termination of this Agreement, Programmer shall delete and discontinue all use of the Wink's Marks. At no time during or after the term of this Agreement shall Programmer challenge or assist others to challenge the Wink's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Wink's Marks. 7.5 6.6 Programmer understands and accepts that Wink will be providing reports on Wink Responses viewer responses to the Interactive Wink Programs to System Operator(s) for Wink Responses responses that originate from System Operator's subscribers, to equipment manufacturers for Wink Responses that originate from Wink- enabled equipment sold by such manufacturers, and to advertisers and other parties, authorized by Programmer, parties for Wink Responses responses that originate from Interactive Wink Programs paid for or sponsored by such parties (collectively, the "Recipients"). Such reports to Recipients shall be restricted to aggregate reports about Wink Responses, and detailed reports on individual Wink Revenue Responses, which shall only be forwarded to the Recipient fulfilling such viewer requests, or such party's designated agentparties. Wink agrees that reports providing specific data regarding viewer responses to, usage of, and/or exposure to Programmer's Interactive Wink Programs, including data on Wink viewer responses to advertising on Programmer owned or affiliated programming servicesProgrammer's Programming Services, will not be made availableavailable to other broadcast or cable networks, except in aggregated form that does not identify Programmer or specific Programmer viewer data, to any third party except Recipients pursuant to this paragraph. Wink acknowledges and agrees that any reports provided to Recipients or other third parties must adhere to applicable consumer privacy laws. Information regarding the nature of Winks Responses or the Wink Viewers shall not be used for any other purpose without the express consent of Programmer. Notwithstanding the foregoing, Wink agrees that it shall not include in any of its standard and/or customized reports any information other than raw data, including aggregate and accumulated data, program ratings, demographic data, the number of applicable Wink viewers and other similar "objective" data. [ * ].

PROMOTION AND RESEARCH. 7.1 The 6.1 After execution of this Agreement, the parties agree to use good faith efforts to issue a joint press release after execution of this agreement subject acceptable to written approval by both parties announcing this Agreement within fourteen (14) days of the Effective Date agreement on or before December 9, 1997. Wink will provide Programmer with a draft of this Agreement. Wink shall be solely responsible for providing a draft for Programmer's review on a timely basisrelease by December 3, 1997. 7.2 6.2 Wink agrees to provide Programmer with notice within 30 days of new System Operators having enabled their subscribers to receive Programmer's Interactive Wink Programs. Wink further agrees to immediately notify Programmer as to the first day subscribers in Wink's first five (5) cable systems are able to receive Programmer's Interactive Wink Programs. 7.3 Subject to the approvals of 7.4: 6.3 Wink agrees to promote and feature Programmer's Programmers Interactive Wink Programs as prominently as any other cable programming service in Wink's promotion, advertisements and/or marketing materials (in any and all media)literature, during meetings with cable operators and the press, and during industry trade shows. Wink will also use reasonable efforts to assist Programmer in achieving its it's marketing objectives in materials prepared by third parties, such as cable equipment manufacturers, retailers manufacturers and cable operators. At its election, Programmer shall have the right agrees to promote its it's participation as a charter Wink programmer to cable operatorsoperators (provided such promotion requires no material incremental expense or change to Programmer's current marketing materials), and upon written approval to serve as a press reference for Wink during the effective term of the agreement. 7.4 Wink, equipment manufacturers, retailers 6.4 Programmer agrees to cooperate with Wink and System Operators in promoting Programmer's Interactive Wink Programs. Wink and System Operators may prepare marketing materials relating to the Interactive Wink Programs and may use Programmer's name, logo and screen shots (collectively, "Programmer's Marks") from the Interactive Wink Programs. Programmer, the Programming Services, provided that such materials are submitted to Programmer Owned Stations and Other Programmer Affiliates may use and authorize the use of Wink's name, logo and related elements (collectively Wink's Marks") in the production and distribution of Interactive Wink Programs and in advertising and publicity therefor. Each party must submit materials containing the other's Marks to the other party for review and written approval prior to distribution. The other party Programmer agrees to use reasonable efforts to respond promptly to such requests for approval, and retains sole discretion over such approvals, if any. Wink hereby acknowledges that that, Programmer is the sole owner of all right, title and interest in and to the Programmer's Marks and any marks, notices or designations utilized by Programmer in connection with Programmer's business, and that no rights or ownership are intended to be or shall be transferred to Wink. All uses of the Programmer's Marks shall inure to the benefit of Programmer. Upon any expiration or termination of this Agreement, Wink shall delete and discontinue all use of the Programmer's Marks. At no time during or after the term of this Agreement shall Wink challenge or assist others to challenge the Programmer's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Programmer's Marks. Likewise, Programmer hereby acknowledges that Wink is the sole owner of all right, title and interest in and to the Wink's Marks and any marks, notices or designations utilized by Wink in connection with Wink's business, and that no rights or ownership are intended to be or shall be transferred to Programmer. All uses of the Wink's Marks shall inure to the benefit of Wink. Upon any expiration or termination of this Agreement, Programmer shall delete and discontinue all use of the Wink's Marks. At no time during or after the term of this Agreement shall Programmer challenge or assist others to challenge the Wink's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Wink's Programmers Marks. 7.5 6.5 Wink may, from time to time, undertake marketing tests and surveys, rating polls and other research in collaboration with Programmer. Programmer shall provide Wink with reasonable assistance at no cost to Programmer in conducting such research with respect to Programmer's viewers. Programmer agrees that Wink will have access to all such research regarding the deployment, launch, and usage of Wink service by Programmer viewers, subject to applicable consumer privacy laws. Wink agrees to provide copies of final reports from such research activity to Programmer. 6.6 Programmer understands and accepts that Wink will be providing reports on Wink Responses viewer responses to the Interactive Wink Programs to System Operator(s) for Wink Responses responses that originate from System Operator's subscribers, to equipment manufacturers for Wink Responses that originate from Wink- enabled equipment sold by such manufacturers, and to advertisers and other parties, authorized by Programmer, parties for Wink Responses responses that originate from Interactive Wink Programs paid for or sponsored by such parties (collectively, the "Recipients"). Such reports to Recipients shall be restricted to aggregate reports about Wink Responses, and detailed reports on individual Wink Revenue Responses, which shall only be forwarded to the Recipient fulfilling such viewer requests, or such party's designated agentparties. Wink agrees that reports providing specific data regarding viewer responses to, usage of, and/or exposure to Programmer's Interactive Wink Programs, including data on Wink viewer responses to advertising on Programmer owned or affiliated programming servicesProgrammer's Programming Services, will not be made availableavailable to the press or other broadcast and cable networks, except in aggregated form that does not identify Programmer or specific Programmer viewer data, to any third party except Recipients pursuant to this paragraph. Wink acknowledges and agrees that any reports provided to Recipients or other third parties must adhere to applicable consumer privacy laws. Information regarding the nature of Winks Responses or the Wink Viewers shall not be used for any other purpose without the express consent of Programmer. Notwithstanding the foregoing, Wink agrees that it shall not include in any of its standard and/or customized reports any information other than raw data, including aggregate and accumulated data, program ratings, demographic data, the number of applicable Wink viewers and other similar "objective" data. [ * ].

PROMOTION AND RESEARCH. 7.1 6.1 The parties agree to use good faith efforts to issue a joint press release after execution announcing this agreement on or before October 8, 1997, unless the parties mutually agree to delay the press release. Wink will provide Programmer with a draft of this agreement subject to written approval release by both parties announcing this Agreement within fourteen (14) days of the Effective Date of this Agreement. Wink shall be solely responsible for providing a draft for Programmer's review on a timely basisOctober 6, 1997. 7.2 6.2 Wink agrees to provide notice to Programmer with notice within 30 days of new System Operators having the date by which individual System(s) shall have enabled their respective subscribers to receive Programmer's Interactive interactive programming using Wink ProgramsSoftware. Wink further shall provide such notice in advance to the extent reasonably practicable, but in no event shall such notice be received later than the commencement date by which any such System shall have agreed to first enable its subscribers to receive the interactive programming. 6.3 Wink agrees to immediately notify Programmer as to the first day subscribers in Wink's first five (5) cable systems are able to receive Programmer's Interactive Wink Programs. 7.3 Subject to the approvals of 7.4: Wink agrees use reasonable efforts to promote and feature Programmer's Interactive Wink Programs as prominently as any other programming service in Wink's promotioncable marketing efforts in which it lists content or content providers, advertisements and/or marketing materials (in any and all media), including during meetings with cable operators and the press, and during industry trade showsshows and in printed and other marketing communications materials. This commitment does not prevent Wink from creating marketing materials, events or exhibits that highlight particular programming categories or partnerships. Wink will also use reasonable efforts to assist Programmer in achieving its it's marketing objectives in materials prepared by third parties, such as cable equipment manufacturers, retailers manufacturers and cable operators. At its election, Programmer shall have the right agrees to promote its it's participation as a charter Wink programmer to cable operators, and upon written approval to serve as a press reference for Wink during the effective term of the agreement. 7.4 6.4 During the period in which Progammer's services are not distributed through Programmer's national uplink, Wink agrees to promote Programmer's locally inserted Interactive Programs to System Operators with whom Programmer has existing distribution agreements. These discussions will take place upon execution of affiliation agreements between Wink and said System Operators. Programmer also agrees to provide Programmer's data for such local insertion through Wink's national data network, equipment manufacturers, retailers as described in Exhibit A. Local insertion of Programmer's Interactive Programs will be extended at the discretion of the System Operator. 6.5 Programmer agrees to cooperate with Wink and System Operators in promoting Programmer's Interactive Programs. Wink and System Operators may prepare marketing materials relating to the Interactive Wink Programs and may use Programmer's name, logo and screen shots (collectively, "Programmer's Marks") from the Interactive Wink Programs. Programmer, the Programming Services, provided that such materials are submitted to Programmer Owned Stations and Other Programmer Affiliates may use and authorize the use of Wink's name, logo and related elements (collectively Wink's Marks") in the production and distribution of Interactive Wink Programs and in advertising and publicity therefor. Each party must submit materials containing the other's Marks to the other party for review and written approval prior to distribution. The other party agrees to use reasonable efforts to respond promptly to Programmer's approval of such requests for approval, and retains sole discretion over such approvals, if anymaterials shall not be unreasonably withheld. Wink hereby acknowledges that and agrees that, as between Wink and Programmer, Programmer is the sole owner of all right, title and interest in and to the Programmer's Marks and any marks, notices or designations utilized by Programmer in connection with Programmer's business, and that no rights or ownership are intended to be or shall be transferred to WinkMarks. All uses of the Programmer's Marks shall inure to the benefit of Programmer. Upon any expiration or termination of this Agreement, Wink shall delete and discontinue all use of the Programmer's Marks. At no time during or after the term of this Agreement shall Wink challenge or assist others to challenge the Programmer's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Programmer's Marks. 6.6 Wink may, from time to time, undertake marketing tests and surveys, rating polls and other research in collaboration with Programmer. Likewise, Programmer hereby acknowledges shall provide Wink with reasonable assistance at no cost to Programmer in conducting such research with respect to Programmer's viewers. Programmer agrees that Wink is will have access to all such research regarding the sole owner of all rightdeployment, title and interest in and to the Wink's Marks and any marks, notices or designations utilized by Wink in connection with Wink's businesslaunch, and that no rights or ownership are intended usage of Wink service by Programmer viewers. Wink agrees to be or shall be transferred provide copies of final reports from such research activity to Programmer. All uses of the WinkWink will also provide any raw data specific to Programmer's Marks shall inure to the benefit of Wink. Upon any expiration or termination of this Agreement, Programmer shall delete and discontinue all use of the Wink's Marks. At no time during or after the term of this Agreement shall Programmer challenge or assist others to challenge the Wink's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Wink's MarksInteractive Programs upon request. 7.5 6.7 Programmer understands and accepts that Wink will be providing reports on Wink Responses viewer responses to the Interactive Wink Programs to System Operator(s) for Wink Responses responses that originate from System Operator's subscribers, to equipment manufacturers for Wink Responses that originate from Wink- enabled equipment sold by such manufacturers, and to advertisers and other parties, authorized by Programmer, parties for Wink Responses responses that originate from Interactive Wink Programs paid for or sponsored by such parties (collectively, the "Recipients"). Such reports to Recipients shall be restricted to aggregate reports about Wink Responses, and detailed reports on individual Wink Revenue Responses, which shall only be forwarded to the Recipient fulfilling such viewer requests, or such party's designated agentparties. Wink agrees that reports providing specific data regarding viewer responses to, usage of, and/or exposure to Programmer's Interactive Wink Programs, including data on Wink viewer responses to advertising on Programmer owned or affiliated programming servicesProgrammer's Programming Services, will not be made availableavailable to other broadcast or cable networks, except in aggregated form that does not identify Programmer or specific Programmer viewer data, to any third party except Recipients pursuant to this paragraph. Wink acknowledges and agrees that any reports provided to Recipients or other third parties must adhere to applicable consumer privacy laws. Information regarding the nature of Winks Responses or the Wink Viewers shall not be used for any other purpose without the express consent of Programmer. Notwithstanding the foregoing, Wink agrees that it shall not include in any of its standard and/or customized reports any information other than raw data, including aggregate and accumulated data, program ratings, demographic data, the number of applicable Wink viewers and other similar "objective" data. [ * ].