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EXHIBIT 10.10
CABLE AFFILIATION AGREEMENT
THIS AGREEMENT is made as of the 8th day of October, 1997, by and between WINK
COMMUNICATIONS, INC., a California corporation ("Wink"), whose address is 0000
Xxxxxx Xxxxxxx Xxxxxxx, Xxxxxxx, XX 00000 and Charter Communications Inc., a
Delaware corporation ("Charter"), whose address is 00000 Xxxxxxxxxxx Xxxxx, Xx.
Xxxxx, XX 00000
WHEREAS, Wink is the proprietary owner of a software and hardware configuration
or product (the "Product") which allows multi-channel video programming
suppliers and off-air broadcast networks to utilize that band known as the
vertical blanking interval and commonly referred to as the VBI.
WHEREAS, the Wink Product will allow programmers to program the VBI with data.
WHEREAS, Charter is an owner, manager and operator of CATV systems.
WHEREAS, Charter controls the VBI broadcast over its cable system.
WHEREAS, Charter desires to provide this data stream to its customers.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF LICENSE
1.1 Wink hereby grants to Charter Communications, Inc. and its subsidiaries
and affiliated entities (collectively referred to herein as "Affiliate")
the non-exclusive license to use the Wink ITV Studio, Wink ITV Broadcast
Server, and Wink ITV Response Server versions 1.0 and 1.x updates
(hereinafter collectively referred to as "Wink Software") to deliver
"enhanced broadcasting" capability, virtual channels, response
transaction routing and templates for pay-per-view and pay unit
enhancement trials.
1.2 Except as provided herein, this License is not transferable outside of
the Affiliate systems Operating Area, nor any rights hereunder, may be
transferred, assigned or sub-licensed in whole or in part without Wink's
prior written consent which consent will not be unreasonably withheld.
1.3 For purposes of this Agreement, the "Operating Area" of any system shall
mean, with respect to a cable television system, the geographical area
where Affiliate is authorized to construct, operate, manage or maintain
a cable television system by appropriate governmental authority.
1.4 Affiliate agrees to utilize the Wink Software on advanced analog and
digital cable set top boxes owned by Affiliate and designated by
Affiliate in its discretion, for use with Wink services. Affiliate
agrees to launch Wink services in St. Xxxx, MN within 90 days of
completing the Acquisition of the St. Xxxx, MN System. Affiliate also
agrees to launch Wink Services in its Los Angeles system within 90 days
of offering Digital or Advanced Analog converters to its customers.
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1.5 Wink agrees that a minimum of ten programmers will be offering Wink
"enhanced broadcasting" content starting at launch and through the term
of this Agreement.
2. TERM
2.1 The term of this Agreement shall commence on the date of execution of
this Agreement and terminate three (3) years thereafter.
2.2 Except as otherwise provided herein, neither Affiliate nor Wink may
terminate this Agreement except upon sixty (60) days prior written
notice and then only if the other has made a misrepresentation herein or
breaches any of its material obligations hereunder and such
misrepresentation or breach (which shall be specified in such notice) is
not or cannot be cured within sixty (60) days of such notice.
2.3 Wink agrees to not provide Wink Services to other CATV/Satellite/MMDS
operators competing in the two (2) Affiliate launch markets excluding
CATV Operators TCI, Media One and Century that have franchises that are
adjacent to the launch markets throughout the term of this Agreement,
dependent on Affiliate launching Wink in those markets.
3. INTEGRATION
3.1 Affiliate may distribute "enhanced broadcasting" through its Operating
Area head-ends. For the purposes of this Agreement, "enhanced
broadcasting" consists of video originated by a national broadcaster or
a cable programming network that has been enhanced through the use of
Wink Software.
3.2 Wink also agrees to perform all work, provide all equipment and
equipment interface necessary to integrate with advanced analog and
digital cable set top boxes at no charge to Affiliate. The Wink software
will not exceed 128k ROM and 34k RAM I the CFT-2200 converter. Attached
hereto and incorporated herein by reference is the equipment and
equipment interface to be purchased by Affiliate in order to engage the
Wink service. Any equipment or equipment interface not specifically
included on Attachment C, plus or minus ten (10) percent of the value of
the equipment listed, will be the responsibility of Wink and Charter
will have no requirement to purchase or provide, this excludes special
headend requirements unique to Charter.
3.3 Affiliate agrees to prioritize the Wink software
installation/integration and provide the necessary resources to meet
Affiliate system launch dates outlined in paragraph 1.4 of this
Agreement.
3.4 Both parties will use their best efforts to complete all installation of
equipment and equipment interface/integration work per the dates
mentioned above subject to Wink's performance of its obligations in
paragraph 3.2 to this Agreement and to successful testing of the Wink
software installation/integration, which testing shall occur at least
one month prior to launch. Both parties agree that the scheduled launch
date is dependent upon timely completion of all
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installation/integration work necessary for launch. Failure to complete
installation/integration work as scheduled is cause for termination of
this Agreement.
3.5 Affiliate agrees to allow Wink to install and use Wink Response Servers
located in individual Affiliate cable headends to collect, aggregate,
and route responses for national "enhanced broadcasting" applications
through Wink's Alameda Data Center. Wink agrees to provide daily
reporting to Affiliate of all response traffic generated by its
Affiliate subscribers at no additional charge. Charter will retain
ownership of all information or data related to its customers buying
patterns, trends, and characteristics. Wink may utilize only what data
is necessary to fulfill response orders and may not use the data in any
way without Charter's express written consent and to keep confidential
all information pertaining to Affiliate's subscribers and proprietary
business operations that are obtained from Affiliate as a result of this
Agreement.
4. RATES AND DEPLOYMENT
4.1 Affiliate agrees to provide Wink "enhanced broadcasting" as part of its
advanced analog offering to its subscribers in the St. Xxxx, Minnesota
Operating Area (the Launch Market) within 90 days of completing the
acquisition of the St. Xxxx, MN system. Affiliate also agrees to deploy
Wink within 90 days of launching either advanced analog or digital
converters in Los Angeles, CA operating area.
4.2 Effective at launch in St. Xxxx, Affiliate agrees to remit a license fee
payment of [ * ] for the Launch Market until the Launch Market has [ * ]
or for a period of one year; whichever comes first. [ * ] of this
Agreement, whichever comes first, Wink's pricing of [ * ] will then be
the introductory pricing for all Affiliate Operating Areas that chose to
launch Wink Services during the term of this Agreement, including the
Launch Market. Affiliate agrees to supply all server hardware required
for deployment as listed in Attachment C of the Agreement.
4.3 Effective with deployment in Los Angeles, Affiliate agrees to pay Wink
at a rate of [ * ] per Wink subscriber per month until 30,000 Wink
subscribers are reached. During this time, Affiliate will not share in
transaction revenue. When [ * ] are reached, Affiliate will pay Wink
[ * ] and will share in transaction revenue.
4.4 Billing System Conversion fees charged to the affiliate by CableData for
supporting Winks Services will be the sole responsibility of Wink and
will be paid by Wink throughout the term of this Agreement.
4.5 During the term of this Agreement, Charter commits to make available, in
cable systems deploying Wink's Enhance Broadcasting, three (3) lines of
VBI in the Programmers Video Signal (Channel) for Wink's Enhanced
Broadcast data transportation. Charter retains ownership of all
----------------------
* Confidential treatment has been requested with respect to certain
portions of this exhibit pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission.
Omitted portions have been filed with the Commission.
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VBI in its Cable Systems and at its discretion may make available
additional VBI for Wink. VBI is a term and technology inherent in analog
environment. Assuming the functional equivalent of the "VBI" is
available in the digital environment, Charter cable systems will deploy
Wink using the functional equivalent of the current contract usage of
two lines of the VBI. Affiliate agrees to keep the appropriate headend
and server equipment in good working order for an uninterrupted carriage
of "enhanced broadcasting". If Affiliate experiences problems with the
"enhanced broadcasting" delivery system, Affiliate will use its best
efforts to restore "enhanced broadcasting" service as soon as possible.
Affiliate agrees not to charge Programmer for carriage or use of the
three lines of VBI associated with delivery of " enhanced broadcasting"
for the term of the Agreement; provided that Affiliate retains all
ownership in the VBI and may refuse to transmit or may charge Programmer
for all uses of the VBI that are not essential to the delivery of
"enhanced broadcasting". Any interference by Wink or its services with
Affiliate's legal obligation to transmit signals in the VBI or any
interference with the operation of the cable system, including but not
limited to its transmission of television signals or other services
provided over the cable system is cause for immediate termination of
this Agreement.
4.6 Wink agrees to revenue share with Affiliate, its fees, on all Wink
generated purchase and request transactions by Affiliates' Wink
Subscribers for the term of this Agreement. Wink will pay Affiliate per
Schedule A of this Agreement for all fees collected by Wink for
transactions by Charter Subscribers.
4.7 For purposes of this Agreement, the term "Wink Subscriber" shall mean
each Affiliate residential customer and commercial or business
establishment receiving the Wink Service and receiving and separately
paying for Charter's cable television service.
4.8 Affiliate agrees to pay Wink [ * ] in installation and conversion fees
within thirty (30) days of execution of the Agreement and [ * ] upon
successful launch of the Wink service in the Launch Market. This fee
will cover conversion costs for the two initial systems deploying Wink.
Conversion fees for all other Affiliate Operating Areas will be [ * ] of
Wink's then standard retail rate. Any reasonable shipping or reasonable
travel costs, lodging and meals incurred by Wink in support of on-site
installation, maintenance, support, training, or consulting under this
Agreement shall be included in the conversion fees listed above.
4.9 Affiliate may choose to utilize other products and services of Wink from
time to time under this Agreement. Services that are not essential to
the operation of the Wink Service will be extended by Wink to Affiliate
at rates listed in the Attachment B of this Agreement, if not listed on
Attachment B, the then retail rate, or at a rate to be mutually agreed
upon by both the parties will prevail.
----------------------
* Confidential treatment has been requested with respect to certain
portions of this exhibit pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission. Omitted portions have been filed
with the Commission.
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5. PAYMENT TERMS
5.1 On or before the forty-fifth (45th) day following Affiliate's receipt of
Wink's invoice. Affiliate shall remit to Wink all fees owed for services
rendered in the previous month. Charter shall have the option to prepay
on a yearly basis. In the event Charter chooses to exercise the prepay
option, the rate will be subject to a [ * ].
5.2 Wink's failure, for any reason, to send an invoice for a particular
monthly payment shall not relieve Affiliate of its obligation to make
any payment. Past due payments from either party shall bear interest at
a rate equal to the lesser of (i) one percent (1%) per month or (ii) the
maximum legal rate permitted under law, and Affiliate shall be liable
for all reasonable out-of-pocket costs and expenses (including, without
limitation, reasonable court costs and attorneys' fees) incurred by Wink
in collecting any past due payments.
5.3 Wink will pay Charter Revenue Share Fees, as listed in Attachment A,
within forty five (45) days of each month's accumulative total. Payments
made to Charter after the thirty day billing period will be subject to
late payment terms outlined in paragraph 5.2.
6. PROMOTION AND RESEARCH
6.1 Affiliate agrees to promote and market the Wink service to Subscribers
within the Operating Area of each Affiliate system in which service is
being provided. Advertising, promotional, marketing and/or sales
materials concerning the Wink service which are provided to Affiliate by
Wink may be used at the discretion of Affiliate.
6.2 Wink may, from time to time, but not more than four (4) times per year,
undertake marketing tests and surveys, rating polls and other research
in connection with Affiliate, provided, that Wink provides Affiliate
with prior written notice. Affiliate shall use best efforts to provide
Wink with reasonable assistance in conducting such research with respect
to Affiliate's subscribers. Affiliate agrees that Wink and Wink agrees
that Affiliate will have access to any and all research regarding the
deployment, launch, and usage of Wink service by Affiliate subscribers.
Wink agrees to treat as confidential all information about Affiliate and
Affiliate's Subscribers obtained by Wink in connection with this
Agreement.
7. NOTICES
7.1 All notices, statements, and other communications given hereunder shall
be in writing and shall be delivered by facsimile transmission, personal
delivery, certified mail, return receipt requested, or by next day
express delivery, addressed, if to WINK COMMUNICATIONS at 0000 Xxxxxx
Xxxxxxx Xxxxxxx, Xxxxxxx, XX 00000 and if to Affiliate at 00000
Xxxxxxxxxxx Xxxxx, Xxx 000, Xx. Xxxxx, XX 00000. The date of such
facsimile transmission, telegraphing or personal delivery or the next
day if by express delivery, or the date three (3) days after mailing,
shall be deemed the date on which such notice is given and effective.
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8. TRADEMARKS
8.1 All right, title and interest in and to the service or other rights, of
whatever nature, related thereto shall remain the property of Wink.
Further, Affiliate acknowledges and agrees that all names, logos, marks,
copyright notices or designations utilized by Wink in connection with
the service are the sole and exclusive property of Wink, and no rights
or ownership are intended to be or shall be transferred to Affiliate.
8.2 All right, title and interest in and to Affiliate's services, equipment
or facilities or other rights, of whatever nature, related thereto shall
remain the property of Affiliate. Further, Wink acknowledges and agrees
that all names, logos, marks, copyright notices utilized by Affiliate in
connection with Affiliate's services are the sole and exclusive property
of Affiliate, and no rights or ownership are intended to be or shall be
transferred to Wink.
9. REPRESENTATION
9.1 Wink represents and warrants to Affiliate that (i) it is a corporation
duly organized and validly existing under the laws of the State of
California; (ii) Wink has the corporate power and authority and all
necessary legal rights to enter into this Agreement and to fully perform
its obligations hereunder; (iii) Wink is under no contractual or other
legal obligation which in' any way interferes with its ability to fully,
promptly and completely perform hereunder.
9.2 Affiliate represents and warrants to Wink that (i) Affiliate is a
corporation duly organized and validly existing under the laws of the
State of Delaware; (ii) Affiliate has the requisite power and authority
to enter in this Agreement and to fully perform its obligations
hereunder; (iii) Affiliate's operating areas are operating, with respect
to any cable television system, pursuant to valid franchise agreements,
or licenses or other permits duly authorized by proper local
authorities; (iv) Affiliate is under no contractual or other legal
obligation which in any way interferes with its ability to fully,
promptly and completely perform hereunder.
10. CONFIDENTIALITY
10.1 Neither Affiliate nor Wink shall disclose to any third party (other than
its respective employees, in their capacity as such), any Proprietary
Information without prior written consent. The parties agree to keep the
terms of this Agreement and Proprietary Information confidential, but
acknowledge that certain disclosures may be required by law.
"Proprietary Information" means any ideas, plans or information,
including, without limitation, information of a technological or
business nature (including, without limitation, all trade secrets,
technology, intellectual property, data, summaries, reports, subscriber
information, or mailing lists, whether written or oral and, if written,
however produced) which is received by the receiving Party or otherwise
disclosed to the receiving Party from or by the disclosing Party, that
is marked as confidential or proprietary or bears a marking of like
import, or that the disclosing Party states, is to be considered
proprietary or confidential, or that would logically be considered to be
proprietary under the circumstances of disclosure.
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12. TERMINATION
12.1 Notwithstanding any other provision herein, Wink will have the right to
terminate this Agreement or any licenses granted herein if Affiliate
fails to comply with any of its material obligations under this
Agreement. Should Wink elect to exercise this right to terminate for
nonperformance, it must be done in writing specifically setting forth
those items of nonperformance. Affiliate will then have sixty (60) days
from receipt of notification to remedy the items of nonperformance. In
the event that Affiliate does not remedy the items of nonperformance,
then Wink shall have the right, at reasonable times and under reasonable
conditions, with prior written notice to Affiliate, to enter upon
Affiliate's premises to repossess and remove any Wink-owned or licensed
Products. In addition, Wink's termination of this Agreement or such
taking of possession shall be without prejudice to any other remedies
Wink may have, including, without limitation, all remedies with respect
to the unperformed balance of this Agreement; provided, however, that if
Affiliate has not made payment of the fees or charges due hereunder and
such nonpayment continues after thirty (30) days prior written notice by
Wink, then Wink may terminate this Agreement or any license granted
herein.
12.2 Notwithstanding any other provision herein, Affiliate will have the
right to terminate this Agreement or all or any licenses granted herein
if Wink fails to comply with any of its material obligations under this
Agreement. Should Affiliate elect to exercise this right to terminate
for nonperformance, it must be done in writing specifically setting
forth those items of nonperformance. Unless termination is immediate,
Wink will then have sixty (60) days from receipt of notification to
remedy the items of nonperformance. In the event that Wink does not
remedy the items of nonperformance, then Affiliate shall have the right
to without limitation, all remedies with respect to the unperformed
balance of this Agreement.
12.3 Upon expiration of the term (including any extensions thereof) of this
Agreement or upon the termination of this Agreement or of any license
granted hereunder for any reason, all rights of Affiliate to use the
Products will cease and Affiliate will promptly (i) grant to Wink, at
reasonable times and under reasonable conditions, with prior written
notice, access to its business premises and the Products and allow Wink
to remove the Products, (ii) purge all copies of all Products from all
computer processors or storage media on which Affiliate has installed or
permitted others to install such Products, and (iii) when requested by
Wink, certify to Wink in writing, signed by an officer of Affiliate,
that all copies of the Products have been returned to Wink or destroyed
and that no copy of any Product remains in Affiliate's possession or
under its control. Upon expiration or termination of this Agreement, all
rights to use Affiliate's VBI shall revert back to Affiliate.
13. FORCE MAJEURE
13.1 If either party to this Agreement shall be delayed or interrupted in the
performance or completion of their performance obligations hereunder by
an embargo, war, fire, flood, earthquake, epidemic or other calamity,
act of God or of the public enemy, or by any strike or labor dispute, or
by the
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inability to secure governmental licenses, permits or priorities, or by
the unavailability of sources of supply, or by any other outside cause
which is beyond the control of the party and without its fault or
negligence, then it shall be excused from any delay or failure to
perform under the Agreement.
14. GENERAL
The parties agree that in the event it is necessary to employ attorneys to
enforce the terms of this Agreement, the prevailing party in any lawsuit shall
be entitled to an award of reasonable attorneys' fees and court costs.
(a) Neither party may assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other, which consent
shall not be unreasonably withheld or delayed. Notwithstanding the
foregoing, Affiliate may assign this Agreement to affiliated or
subsidiary companies without the consent of Affiliate and Wink.
(b) This Agreement will be governed in all respects by the laws of the State
of California.
(c) this Agreement represents the entire agreement between the parties and
supersedes and replaces all prior oral and written proposals,
communications and agreements with regard to the subject matter hereof
between Affiliate and Wink. This Agreement may be amended only by an
instrument in writing, executed by Affiliate and Wink.
IN WITNESS WHEREOF, the parties by their duly authorized representatives have
entered into this Agreement as of the Effective Date.
WINK COMMUNICATIONS, INC. CHARTER COMMUNICATIONS, INC.
By: /s/ Xxxxxx Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxx
Title: President & CEO Title: Pres. & CEO
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ATTACHMENT A
WINK/AFFILIATE REVENUE SHARE
WINK RESPONSE SERVICE TRANSACTION FEE
PURCHASE TRANSACTION FEES AFFILIATE REVENUE SHARE
----------------------------------------------------------------------------------------------------
(Viewer name, address, credit card) National Ads Local Ads
1-5,000 transactions/mo [ * ] [ * ]
5,001-25,000 transactions/mo [ * ] [ * ]
25,001-100,00 transactions /mo [ * ] [ * ]
100,001-250,000 transactions/mo [ * ] [ * ]
250,001-500,000 transactions/mo [ * ] [ * ]
500,001-up transactions/mo [ * ] [ * ]
REQUEST TRANSACTION FEES
----------------------------------------------------------------------------------------------------
(Viewer name, address only)
1-5,000 transactions/mo [ * ] [ * ]
5,001-25,000 transactions/mo [ * ] [ * ]
25,001-100,00 transactions /mo [ * ] [ * ]
100,001-250,000 transactions/mo [ * ] [ * ]
250,001-500,000 transactions/mo [ * ] [ * ]
500,001-up transactions/mo [ * ] [ * ]
----------------------
* Confidential treatment has been requested with respect to certain
portions of this exhibit pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission. Omitted portion shave been filed
with the Commission.
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ATTACHMENT B
ANCILLARY CHARGES
1. Local Ad Insertion Module
Equipment: [ * ] for Annex and SeaChange PC
[ * ]
Monthly Fee: [ * ]
2. UNLIMITED VIRTUAL CHANNELS
Equipment: [ * ]
[ * ]
Monthly Fee: [ * ]
3. CUSTOMER SUPPORT
[ * ] technical support incident per month is included with
the contract. Additional incidents are charged at a rate of [ * ].
A service contract is also available for [ * ] which includes 3
incidents per month.
4. CONSULTATIVE SERVICES
Telephone consulting is billed at [ * ]. On-site consulting is
billed at [ * ].
----------------------
* Confidential treatment has been requested with respect to certain
portions of this exhibit pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission. Omitted portions have been filed
with the Commission.
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ATTACHMENT C
CHARTER CFT-BOM
---------------
QTY COMPUTERS PART NUMBER UNIT COST ITEM COST
--- --------- ----------- --------- ---------
1 WINK BROADCAST SERVER (WBS) $9,136.20 $9,136.20
Sun Ultra Enterprise 1 Model A11-UBA1-9S-064CE $5,775.00
170 w/167MHz
TGX Graphics Sbus Adapter X711OA $809.00
17" Color Monitor X7103A $693.00
Sun 1.44 Internal Floppy Drive X6001A $115.00
Xxx XX 00 Xxxxxxxx XX XXX X00000X $231.00
Fast Ethernet 10/100 Sbus Adapter X1059A $612.00
Sun Country Kit-UNIX (Keyboard, Mouse, Power Cords) X3540A $0.00
Sun Silver Server Support Ultra 1 model 170 Silver $619.20
Solaris Media 2.5.1 SOLD 2.5.1 APR97 $77.00
System Configuration-OS IS-101D $85.00
System Configuration IS-203 $120.00
Wink Broadcast Server Software License
1 WINK RESPONSE SERVER (WRS) $9,136.20 $13,336.20
Sun Ultra Enterprise 1 Model 170 w/167MHz A11-UBA1-9S-064CE $5,775.00
TGX Graphics Sbus Adapter X711OA $809.00
17" Color Monitor X7103A $693.00
Sun 1.44 Internal Floppy Drive X6001 A $115.00
Xxx XX 00 Xxxxxxxx XX XXX X00000X $231.00
Fast Ethernet 10/100 Sbus Adapter X1059A $612.00
Sun Country Kit/UNIX (Keyboard, Mouse, Power Cords) X3540A $0.00
Sun Silver Server Support Ultra I model 170 Silver $619.20
Solaris Media 2.5.1 SOLD 2.5.1 APR97 $77.00
System Configuration-OS IS-101D $85.00
System Configuration IS-203 $120.00
Oracle Enterprise Server 7.3.2.1 for Solaris $4,200.00
Wink Response Server Software License
1 WINK GATEWAY PC $2,415.00 $2,415.00
PC-Rack Mountable
Rackmount Case w/250 Power Supply SRPC-210
Slide Rail Set
Pentium 166MHz Motherboard w/512K Cache
32 MB RAM
1.2 GB XX XXXX Internal Hard Drive
3.5" - 1.44MB Teac Internal Floppy Drive
24X Toshiba IDE CD-ROM
Diamond Stealth PCI w/2MB
3COM 3C900 PCI Ethernet (Port #1)
3COM 3C900 PCI Ethernet (Port #2)
Additional Com Card for Com3 Com4 LPT2
Windows NT Workstation 4.0 CD-ROM
Mouse
14" SVGA Color Monitor
Rackmount Keyboard w/Mouse Tray RMK-110
Wink's Gateway Software
COMPUTER PERIPHERALS
2 US Robitics Courier V. Everything A22536-001224-0 $263.00 $526.00
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TERMINAL SERVERS
1 Xylogics Annex Three - 64-port, net-boot, twisted pair AX3-32/32-IN-100 $4,895.00 $4,895.00
12 Annex Modem (DCE) Cable-50pin Telco Fan to 6 Male DB25 AX3-CBL-DCE-100 $110.00 $1,320.00
1 Annex Three Software-DCROM CM0014007 $340.00 $340.00
CABLE XXXXXXX XXXXXXXXX
00 Xxxxxx XXX-000 NABTS Decoder (2/channel) $400,001 $8,000.00
10 MVPII-DIU v0.7 or greater Charter
====== ==================================================================== =========== ============
Total Cost: $39,968.40
------ -------------------------------------------------------------------- ----------- ------------
CHARTER DCT-BOM
QTY COMPUTORS PART NUMBER UNIT COST ITEM COST
--- --------- ----------- --------- ---------
1 WINK BROADCAST SERVER (WBS) $9,136.20 $9,136.20
------ -------------------------------------------------------------------- ----------- ------------
Sun Ultra Enterprise 1 Model 170 w/167MHz A11-UBA1-9S-O64CE $5,775.00
TGX Graphics Sbus Adapter X7110A $809.00
17" Color Monitor X7103A $693.00
Sun 1.44 Internal Floppy Drive X6001A $115.00
Xxx XX 00 Xxxxxxxx XX XXX X00000X $231.00
Fast Ethernet 10/100 Sbus Adapter X1059A $612.00
Sun Country Kit-UNIX (Keyboard, Mouse, Power Cords) X3540A $0.00
Sun Silver Server Support Ultra 1 model 170 Silver $619.20
Solaris Media 2.5.1 SOLD 2.5.1 APR97 $77.00
System Configuration - OS IS-101D $85.00
System Configuration IS-203 $120.00
Wink Broadcast Server Software License
1 WINK RESPONSE SERVER (WRS) $9,136.20 $13,336.20
------ -------------------------------------------------------------------- ----------- ------------
Sun Ultra Enterprise 1 Model 170 w/167MHz All-UBA1-9S-064CE $5,775.00
TGX Graphics Sbus Adapter X7110A $809.00
17" Color Monitor X7103A $693.00
Sun 1.44 Internal Floppy Drive X6001A $115.00
Xxx XX 00 Xxxxxxxx XX XXX X00000X $231.00
Fast Ethernet 10/100 Sbus Adapter X1059A $612.00
Sun Country Kit-UNIX (Keyboard, Mouse, Power Cords) X3540A $0.00
Sun Silver Server Support Ultra 1 model 170 Silver $619.20
Solaris Media 2.5.1 SOLD 2.5.1 APR97 $77.00
System Configuration-OS IS-101D $85.00
System Configuration IS-203 $120.00
Oracle Enterprise Server 7.3.2.1 for Solaris $4,200.00
Wink Response Server Software License
1 WINK GATEWAY PC $2,415.00 $2,415.00
------ -------------------------------------------------------------------- ----------- ------------
PC-Rack Mountable
Rackmount Case w/250 Power Supply SRPC-210
Slide Rail Set
Pentium 166MHz Motherboard w/512K Cache
32 MB RAM
1.2 GB XX XXXX Internal Hard Drive
3.5" - 1.44MB Teac Internal Floppy Drive
24X Toshiba IDE CD-ROM
Diamond Stealth PCI w/2MB
3COM 3C900 PCI Ethernet (Port #1)
3COM 3C900 PCI Ethernet (Port #2)
Additional Com Card for Com3 Com4 LPT2
Windows NT Workstation 4.0 CD-ROM
Mouse
14" SVGA Color Monitor
Rackmount Keyboard w/Mouse Tray RMK-110
Wink's Gateway Software
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COMPUTOR PERIPHERALS
2 US Robitics Courier V. Everything A22536-001224-0 $263.00 $526.00
TERMINAL SERVERS
1 Xylogics Annex Three - 32-port, net-boot, twisted pair AX3-32/32-1N-300 $3,550.00 $3,550.00
6 Annex Modem (DCE) Cable-50pin Telco Fan to 6 Male DB25 AX3-CBL-DCE-100 $110.00 $660.00
1 Annex Three Software-DCROM CM0014007 $340.00 $340.00
CABLE XXXXXXX XXXXXXXXX
00 Xxxxxx XXX-000 NABTS Decoder (2/channel) $400.00 $8,000.00
====== ==================================================================== =========== ============
TOTAL COST: $37,963.40
Page 13 of 13
14
ATTACHMENT D
ADDENDUM
March 16, 1998
Affiliate will launch Wink in St. Louis, Missouri Operating Area by September
1, 1998. Wink will negotiate the procurement of Wink engine software from
General Instrument at no charge on all CFT-2200 boxes deployed in St. Louis
through September 1, 1999. Starting on September 1, 1998, Charter will pay Wink
$1,500/mo. for Wink server software in St. Louis. After one year, monthly fee
will revert to $3,000/mo. for term of the Agreement. Per the Wink-Charter
contract, installation fee of $15,000 will be payable to Wink upon successful
launch in St. Louis. Charter will provide server hardware for launch per
Attachment C of the contract. These terms specific to St. Louis supercede any
conflicting terms that may exist in the aforementioned contract.
WINK COMMUNICATIONS, INC. CHARTER COMMUNICATIONS, INC.
By: /s/ X.X. XXXXX By: /s/ XXXXXXX X. XXXXX
------------------------------- ------------------------------------
Name: X.X. Xxxxx Name: Xxxxxxx X. Xxxxx
------------------------------ -----------------------------------
Title: Vice President Title: VP Corporate Development
----------------------------- ----------------------------------
& Implementation
15
ATTACHMENT E
ADDENDUM
This addendum is associated with the Cable Affiliation Agreement signed by Wink
Communications and Charter Communications on October 8, 1997. This addendum
shall supercede any contradictions in Terms in the Cable Affiliation Agreement.
Whereas Vulcan Ventures, the parent company of Charter, has purchased over nine
million (9,000,000) dollars worth of Wink preferred stock, and Wink wishes to
provide certain terms for the first two Charter systems targeted to launch
Wink."
Whereas Charter has purchased, for the first time in any Charter system, over
50,000 advanced analog or digital converters compatible with the Product, and
Wink wishes to provide certain terms to accelerate the deployment of Wink in
those markets.
Now, therefore, the parties agree as follows:
a) This addendum is effective as of the dates below and will extend the term of
the existing Cable Affiliation Agreement, signed on October 8, 1998, to
December 31st, 2001.
b) Affiliate will launch Wink to a minimum of 200,000 homes by December 31,
2001.
c) Charter will deploy Wink in all homes with advanced analog or digital
converters throughout it's St. Louis, Missouri and Maryville, Illinois
systems. A minimum of 25,000 Wink enabled two-way homes will be deployed by
December 31, 1999. If not achieved, Affiliate will not receive revenue
guarantee per (d) on any deployed boxes for that year. A minimum of 50,000
Wink enabled two-way homes will be deployed by December 31, 2000. If not
achieved, Affiliate will not receive revenue guarantee per (d) on any
deployed boxes for that year.
d) Wink will guarantee [*] of request and purchase transaction revenue share
per Wink enabled two-way household in each of the first two years of this
Agreement. Wink will guarantee [*] of revenue share in year three. If
required, an annual payment to Affiliate will occur at year-end 1999, 2000,
and 2001 for the balance of the guarantee. The guarantee payment will be
based on number of Wink two-way households launched multiplied by the number
of months each box has been installed that year. This will be multiplied by
the prorated monthly guarantee for that year minus the actual revenues paid
to Affiliate throughout the year. (Years 1999 and 2000: [*]/month) (Year
2001: [*]/month). The guarantee will apply to the St. Louis/Maryville system
only.
e) Wink will extend a revenue guarantee offer to the Affiliate system in Los
Angeles, CA. When Affiliate launches Wink in Los Angeles, all two-way boxes
deployed in subsequent six months will qualify for the same revenue guarantee
structure as outlined in (d) above through term of this Agreement.
f) Wink will provide [*] in joint launch marketing funds for St. Louis and [*]
in joint marketing funds for Los Angeles, provided that each system deploys
Wink in 1999.
-------------
* Confidential treatment has been requested with respect to certain
portions of this exhibit pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission. Omitted portions have been filed
with the Commission.
16
g) Affiliate will sell local ads that are Wink enhanced to local advertisers
in the St. Louis, Maryville, and Los Angeles launch markets. Wink will
provide tools, training, and support to Affiliate's local advertising sales
group in all launch markets.
h) Wink will provide a [*] gross revenue share, or pay Affiliate per
Attachment A, whichever is greater, on all Wink purchase and request
transactions per Wink enabled household.
i) Wink will waive the upfront $2.00 engine software license fee and fees
associated with downloading to CFT-2200 or CFT-2200i converters in all
launch markets.
j) Affiliate will pay the lower of the Wink server license fees per Attachment
D of this contract or Wink's then current rate card.
k) Affiliate will provide launch marketing support for Wink to include local
ad avails to introduce and support the Wink Service in all markets where
Wink has been deployed.
l) [*]
m) Section 2.3 of the Cable Affiliation Agreement shall be modified to read;
2.3 Wink grants to Charter Communications local terrestrial exclusive use
of the Wink Service in all markets where Charter has launched the Wink
Service. Local exclusivity shall be defined as other CATV, MMDS, LMDS,
Microwave or Cellular based operators competing in Charter markets. Local
exclusivity does not include National Satellite services or National
Broadcast Network video feeds. Wink also grants to Charter Communications
National Satellite Services exclusivity through June 30, 1999, for all
Charter markets where the Wink Service is launched.
WINK COMMUNICATIONS, INC. CHARTER COMMUNICATIONS, INC.
By: /s/ XXXX XXXXX XXXXXXXXXXX By: /s/ XXXXXXX X. XXXXX
--------------------------- -----------------------------
Name: Xxxx Xxxxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx
-------------------------- ----------------------------
Title: President & CEO Title: V.P. Corporate Development
------------------------ ---------------------------
Date: 3/12/99 Date: 1/6/99
--------------------------- ----------------------------
-------------
* Confidential treatment has been requested with respect to certain
portions of this exhibit pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission. Omitted portions have been filed
with the Commission.
