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EXHIBIT 10.7
CHARTER PROGRAMMER AFFILIATION AGREEMENT
THIS AGREEMENT is made as of the 6th 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 Court TV, a New York general
partnership ("Programmer"), whose address is 000 Xxxxx Xxxxxx, Xxx Xxxx, XX
00000.
1. GRANT OF LICENSE
1.1 Wink hereby grants to Programmer the non-exclusive license to use Wink
ITV Studio, Wink ITV Broadcast Server, and Wink provided Server Modules
version 1.0 and 1.x updates (hereinafter collectively referred to as
"Wink Software") to deliver interactive program(s) which utilize the
vertical blanking interval ("VBI") or an MPEG private data stream
provided concurrently with the corresponding video signal and are
compliant with the Wink interactive communications application protocol
("Interactive Programs") to all Programmer viewers in the continental
United States, Alaska, Hawaii, the US territories in the Caribbean and
Canada.
1.2 This License is not transferable, nor may any rights hereunder be
transferred, assigned or sub-licensed in whole or in part without Wink's
prior written consent. In the event of a change in ownership or
ownership structure of Programmer, right to license will be assigned to
new ownership entity, provided programming remains substantially the
same.
1.3 Programmer can only use the Wink software to provide Interactive
Programs with the video programming service listed in Exhibit A.
Programmer must notify Wink in writing at least 30 days prior to
commencing transmission of Interactive Programs with a video programming
service. Programmer agrees to adhere to the technical specifications for
the insertion of Interactive Programs provided in Exhibit A. Exhibit A
may be amended from time to time by Programmer upon 30 days prior
written notice, except that insertion points outside of Programmer's
facilities, including but not limited to local insertion by
participating cable operators, requires the mutual consent of the
parties.
1.4 During the term of this agreement, Wink agrees to grant Programmer a
right of first refusal to license the Wink Software for other video
programming services than those listed in Exhibit A, or for territories
other than those listed in paragraph 1.1 above. Such license would be
granted on Wink's then prevailing standard commercial terms.
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.
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2.2 Programmer can elect to terminate with 30 days written notice if any of
the following occur: (i) the commencing by Wink of a voluntary case
under applicable bankruptcy laws; (ii) the adjudication that Wink is
bankrupt or insolvent; or (iii) the filing by Wink of a petition seeking
to take advantage of any other law providing for the relief of debtors.
2.3 Both parties have the right to terminate the license agreement after one
year of national broadcasting or 15 months of local insertion of
Interactive Programs [deemed to commence as of October 8, 1997],
whichever comes first. The terminating party must give written notice of
their intent to terminate no less than 30 days prior to the termination
date, and can only exercise this right in the 30 days prior to the one
year anniversary of national broadcasting or 15 months of local
insertion of Interactive Programs, whichever comes first.
3. INTEGRATION AND PROGRAMMING
3.1 Wink will distribute the Interactive Programs defined in Exhibit A
through local insertion at participating System Operator's (as defined
in Exhibit D) facilities at the System Operator's discretion until six
months from the effective date of this agreement or until a digital
uplink capability is made available by Wink and accepted by Programmer,
whichever is later. Upon the release of Wink Software enabling digital
uplink of Interactive Programs, and Programmer's acceptance of such
software, which shall not be unreasonably withheld, Programmer will
distribute said programs through it's national uplink or broadcast
facilities. Regardless of the insertion point for the Interactive
Programs, Programmer agrees to provide the Required Interactive Programs
in accordance with Exhibit A.
3.2 Prior to release of digital uplink capability, Wink agrees to encourage
System Operators with whom Programmer already has an agreement for
carriage to insert Programmer's Interactive Programs into the local VBI
of Programmer video programming. Wink makes no guarantee that System
Operators will agree to local insertion or retransmission of
Programmer's Interactive Programs.
3.3 Programmer and Wink agree to collaborate to enable the installation and
integration of the Wink Broadcast Server into Programmer's facilities
within 60 days of release of software upgrade cited above, and to ensure
the reliable transmission of the Interactive Programs. Wink expects that
the Wink Broadcast Server revision supporting digital uplinking will be
delivered and installed within 6 months of the effective date of
agreement.
[Wink] is responsible for providing all equipment necessary to run the
Wink Software on Operator's premises, and to enable insertion of
Interactive Programs into the appropriate video signals. Exhibit E
provides a preliminary list of such equipment, and is subject to a final
site visit by Wink's Operations department. Programmer will be presented
with a final list of equipment no later than 14 days after a site visit
by Wink's technical staff.
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3.4 Wink agrees to provide free weekly reporting to Programmer of all
response traffic-generated by Programmer viewers and collected by Wink's
Data Center. Programmer accepts Wink's terms for all other response
traffic and reporting, as outlined in Exhibit B.
3.5 Included in the license fees outlined in Exhibit C are production
consulting and training service. Wink staff will train Programmer's
personnel on the operation of all tools necessary to operate and create
Programmer's interactive applications.
4. RATES AND DEPLOYMENT
4.1 Programmer agrees to remit the license fees and other payments as
described in Exhibit C on a timely basis in the manner described below.
4.2 At the end of each quarter CourtTV will report to Wink on incremental
gross revenue generated by CourtTV from Wink program and ad
enhancements, and will pay Wink [*] of such gross revenues until the
cumulative accrued license and installation fees are paid. Unrecovered
accrued license and installation fees are added to the next quarter's
accrued license fees. Incremental gross revenues generated by Wink
include ad and sponsorship premiums, gross margins on Wink transactions
and other activity directly attributable to Wink. The method described
in this paragraph is the only way Wink can recover accrued license fees.
4.3 Programmer agrees to provide the Interactive Programs to any
multichannel video operator in the United States or Canada with whom
Programmer already has an agreement for carriage of Programmer's video
programming ("System Operators") under the terms described in Exhibit D,
and agrees that Wink may provide a copy of Exhibits A and D to any
System Operator as evidence of Programmer's agreement to supply the
Interactive Programs under such terms.
4.4 Programmer may choose to utilize other products and services of Wink
from time to time under this Agreement. These services will be extended
by Wink to Programmer at the then prevailing retail rate.
5. PAYMENT TERMS
5.1 Programmer will remit quarterly revenue report along with payment of
appropriate Wink revenue share within 45 days of the close of the
quarter. Wink will send Programmer a statement of license fees
outstanding on a quarterly basis.
--------
* 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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6. PROMOTION AND RESEARCH
6.1 The parties agree to issue a joint press release 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 release by October 6, 1997.
6.2 Wink agrees to provide notice to Programmer of the date by which
individual System(s) shall have enabled their respective subscribers to
receive interactive programming using Wink Software. Wink 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 use reasonable efforts to promote and feature
Programmer's Interactive Programs in Wink's cable marketing efforts in
which it lists content or content providers, including during meetings
with cable operators and the press, during industry trade shows 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 it's marketing objectives in materials prepared by third
parties, such as cable equipment manufacturers and cable operators.
Programmer agrees to promote it's participation as a charter Wink
programmer to cable operators, and to serve as a press reference for
Wink during the effective term of the agreement.
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, 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 Programs and
may use Programmer's name, logo and screen shots (collectively,
"Programmer's Marks") from the Interactive Programs, provided that such
materials are submitted to Programmer for review and approval prior to
distribution. Programmer's approval of such materials shall not be
unreasonably withheld. Wink hereby acknowledges 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. 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.
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6.6 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. Wink agrees to provide copies of final reports from
such research activity to Programmer. Wink will also provide any raw
data specific to Programmer's Interactive Programs upon request.
6.7 Programmer understands and accepts that Wink will be providing reports
on viewer responses to the Interactive Programs to System Operator(s)
for responses that originate from System Operator's subscribers, and to
advertisers and other parties for responses that originate from
Interactive Programs paid for or sponsored by such parties. Wink agrees
that reports providing specific data regarding viewer responses to
Programmer's Interactive Programs, including data on Wink viewer
responses to advertising on Programmer's Programming Services, will not
be made available to other broadcast or cable networks, except in
aggregated form that does not identify Programmer or specific Programmer
viewer data.
7. WARRANTY
Wink hereby represents and warrants to Programmer that the Wink Software
will operate and perform in accordance with all published specifications
with respect thereto and that the Wink Software is capable of enabling
the applications described in Exhibit A.
8. INDEMNIFICATION
Wink shall indemnify, defend and hold harmless Programmer, its parents,
subsidiaries, and affiliates and their respective officers, directors,
employees and agents from and against any and all damages, liabilities,
costs and expenses (including, without limitation, reasonable attorneys
fees and amounts paid in settlement) they may suffer or incur which
arises out of or as a result of any, claim, demand, action, suit or
proceeding in which it is alleged that the Wink Software or any part
thereof violates or infringes any patent or copyright or other
intellectual property right of any third party or constitutes a
misappropriation of any third party's trade secrets.
9. NOTICES
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 deliver, addressed, to the addresses provided in the first
paragraph of this Agreement, and to the attention of:
If to Wink:
Vice President, Content
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If to Programmer:
Senior Vice President, Business Development
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.
10. WINK TRADEMARKS
All rights, title and interest in and to the Wink Software or other
rights, of whatever nature, related thereto shall remain the property of
Wink. Further, Programmer 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
Programmer.
11. REPRESENTATION
11.1 Wink represents and warrants to Programmer 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 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.
11.2 Programmer represents and warrants to Wink that (i) Programmer is a
general partner ship duly organized and validly existing under the laws
of the State of New York; (ii) Programmer has the requisite power and
authority to enter in this Agreement and to fully perform its
obligations hereunder; and (iii) Programmer is under no contractual or
other legal obligation which in any way interferes with its ability to
fully, promptly and completely perform hereunder.
12. CONFIDENTIALITY
Each party agrees that it will not use, except in the performance of its
obligations under this Agreement, and will not disclose or give to
others, any of the other party's Confidential Information (as defined
below). Without limiting the generality of the foregoing, each party
will (i) restrict the disclosure of the other party's Confidential
Information to those of its employees who require such information for
purposes of performing its obligations hereunder, (ii) inform each such
employee of the confidential nature of the information disclosed, (iii)
prevent the use or disclosure by its employees of such Confidential
Information, except as provided herein, and (iv) promptly notify the
other party of any use or disclosure of the Confidential Information,
whether intentional or not, which violates the provisions of this
Paragraph 12. For purposes of this Agreement, the term "Confidential
Information" means all technical, business and other information
disclosed by one party to the other that derives economic value, actual
or potential, from not being generally known to other persons,
including, without limitation, technical and non-technical data,
devices, methods, techniques, drawings, processes, computer programs,
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algorithms, methods of operation, financial data, financial plans,
product plans, and lists of actual or potential customers or suppliers.
Confidential Information does not include information which does not
constitute a trade secret under applicable law after the second
anniversary date of the expiration of this Agreement. The parties agree
to keep the terms of this Agreement confidential, but acknowledge that
certain disclosures may be required by law. Programmer understands and
acknowledges that Wink may provide copies of Exhibits A and D to System
Operators.
13. TERMINATION
13.1 Except as otherwise provided herein, neither Programmer 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.
13.2 Notwithstanding the above, Wink will have the right to terminate this
Agreement or all or any licenses granted herein if Programmer 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. Programmer will then have thirty (30) days from receipt
of notification to remedy the items of nonperformance. Should Programmer
fail to correct these items of nonperformance, then Wink may terminate
this agreement and any license granted herein. Wink's termination of
this Agreement 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
Programmer 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. Not withstanding the foregoing, the thirty (30) day payment term
does not apply to license and installation fees accrued in the manner
described in paragraph 4.2 herein.
13.3 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 Programmer to use the
Wink Software will cease and Programmer will immediately (i) grant to
Wink access to its business premises and the Wink Software and allow
Wink to remove the Wink Software and Wink owned equipment, (ii) purge
all copies of all Wink Software from all computer processors or storage
media on which Programmer has installed or permitted others to install
such Wink Software, and (iii) when requested by Wink, certify to Wink in
writing, signed by an officer of Programmer, that all copies of the Wink
Software have been returned to Wink or destroyed and that no copy of any
Wink Software remains in Programmer's possession or under its control.
13.4 Programmer has the right to suspend the airing of Interactive Programs
if the transmission interferes with the airing of Programmer's video
programming or Wink fails to provide weekly
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reports regarding usage of Programmer's Interactive Programs, and may
continue such suspension until Wink has resolved such problems to
Programmer's satisfaction.
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) This Agreement may not be assigned without prior written mutual consent
of Programmer and Wink.
b) This Agreement may be amended only by an instrument in writing, executed
by Programmer and Wink.
c) This Agreement Will be governed in all respects by the laws of the State
of California.
d) 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 Programmer 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. COURT TV
By: /s/ XXXXX XXXXXXXX By: /s/ XXXXX XXXX
----------------------------- --------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxxx Xxxx
---------------------------- -------------------------
Title: Vice President Title: 10/6/97
-------------------------- ------------------------
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EXHIBIT A: PROGRAMMING SERVICES
Description of Programming Services:
START OF WINK VIDEO ICAP VIRTUAL INSERTION
NAME PROGRAMMING (A/D) LOCATION CH? POINT
---- ----------- --------------- ---------- ------- ----------
Analog (local) TBD No Local
CourtTV On-going digital (nat'l) MPEG PID No National
Specific Description of Required Interactive Programs:
- One video overlay applications displayed on-demand atop Court TV's video
signal, and providing viewers access to enhanced information regarding
trials and other programming without leaving Court TV
- Applications will be available on 24 hours a day, 7 days a week
- Information will be updated at the editorial discretion of Programmer.
Programmer intends to update information each business day, provided new
information about trials is available.
- Court TV will incorporate Wink tags on their World Wide Web site. This data
will be incorporated into an application by Wink and distributed to the
local broadcast servers of System Operators who have agreed to locally
distribute Court TV's interactive programs.
- It is expected that the transmission of the Required Interactive Programs
will require band width equivalent to 1 VBI line = 10 kbit/s.
- Wink will assist Court TV in the development of additional interactive
programs currently under consideration, such as CLE programs and Legal Cafe
application and breaking news about trials CourtTV is not airing
Contact Information:
ISSUE ADDRESS CONTACT(S) PHONE/FAX/E-MAIL
----- ------- ---------- ----------------
Actual Contact Info:
TBD
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EXHIBIT B: WINK RESPONSE CENTER SERVICES
Polls by Zip Code - Report Only
1-100,000 transactions/mo. [
100,000 transactions/mo.
*
Polls by System - Report Only
1-250,000 transactions/mo.
251,000 transactions/mo. ]
1. Minimum monthly charges per application include UIC (Universal ICAP
code) registration.
2. All volume price breaks are based on total monthly transaction volume by
advertiser registering for the Wink Response Network service. The price
breaks are based on the "average" for the month. That is, the lowest
price applies to all transactions for the month.
PURCHASE AND REQUEST TRANSACTION FEES INCLUDE/EXCLUDE;
1. Daily name & address lists delivered by fax, email, or electronic FTP or
mailbox.
2. UIC and application registration.
3. Standard report showing number of responses per day per ad per city.
4. Viewer credit card information if it is "on file" with the WRS. If not,
for [*], Wink will mail a "purchase confirmation" to the viewer to add
the credit card, and provide a list of viewers who did not supply their
credit card.
5. Interface to standard EDI VAN for [*].
FULFILLMENT EDI/API
- Standard interface set-up fee
- Non-standard Interface
- Interface License/Maintenance fee
SET UP FEES-RESPONSE SERVICES
- Advertiser [
- Content Provider
REPORT GENERATION FEES
RESPONSE DATA CENTER PRODUCTS *
- Purchase confirmation mailer
- List of responders who do not respond to
- purchase confirmation mailers
- Branded envelope
- Advertiser/Programmer Purchase Points Club ]
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EXHIBIT C: WINK SOFTWARE AND SERVICES PRICING
This charter pricing is predicated upon Programmer continuing to participate in
the Wink trials and roll outs through the provisioning of data for the
Interactive Programs described in Exhibit A, and on Programmer airing the first
Interactive Programs through Programmer's national signal within 30 days of
acceptance of the Wink Broadcast Server.
All on-going fees accrue monthly. The installation and integration fees accrue
upon Programmer's acceptance of the successful installation of the Broadcast
Server featuring digital uplinking capability, and transmission and receipt by
Wink testers of one nationally inserted test application defined by Wink ("First
Air Date"). Such acceptance shall not be unreasonably withheld. The Broadcast
Server license fees commence on the first of the month following the First Air
Date, and the WebCore license fees and technical support fees commence on the
one year anniversary of the First Air Date.
ON-GOING FIRST YEAR FIRST YEAR YR. 2 & 3 TOTAL 3-YR
OR ONE-TIME PRICE (PER PRICE PRICE CHARTER
COSTS MONTH) (TOTAL) (PER MONTH) PRICE
----------- ---------- ---------- ----------- -----------
Broadcast Server On-going [
WebCore Module On-going
Tech Support On-going
SUBTOTAL ON-GOING
Installation and integration One-time *
Studio site license (5 seats) One-time
Studio/WebCore training (3x2days)One-time
SUBTOTAL ONE-TIME
TOTAL BOTH ]
Wink reserves the right to increase license fees annually after the first 12
months of the contract period by the percentage increase in the consumer price
index for goods and services for the prior 12 months.
The above pricing for installation and integration covers all work necessary to
enable Programmer's initial Interactive Programs, as defined in Exhibit A. It
does not cover detailed integration with Programmer's ad insertion system.
OPTIONAL SERVICES
Custom interface work (ad insertion and traffic systems, etc.) [
Phone training and consulting beyond standard package *
Application development
Travel expenses are billed separately at cost ]
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EXHIBIT D: PROGRAMMER'S TERMS FOR CARRIAGE OF INTERACTIVE PROGRAMS
Programmer: Court TV
Programming Service: Court TV
This Agreement sets forth the terms and conditions for the national distribution
of Wink ITV Applications ("Interactive Programs") to any multichannel video
operator in the United States or Canada with whom Programmer already has an
agreement for carriage of Programmer's video programming ("System Operator").
1. BACKGROUND
Programmer has created one or more Interactive Programs which are compliant with
the Wink Communications, Inc. ("Wink") interactive communications application
protocol. The Interactive Programs are transmitted by Programmer using either
the vertical blanking interval ("VBI") of the corresponding video signal, or
using MPEG private data streams provided concurrently with the corresponding
video signal(s).
System Operator distributes one or more of Programmer's signals through one or
more of the following: cable, satellite and MMDS (wireless cable).
2. EFFECTIVE DATE AND TERM
The term of this Agreement shall commence on the date of Programmer's execution
of this Agreement and terminate three (3) years thereafter, unless Programmer
and Wink terminate their Charter Programmer Affiliation Agreement in accordance
with the terms of that agreement.
This Agreement will automatically renew for one year periods unless either party
notifies the other at least 90 days prior to the end of the then-current term of
that party's intent not to renew.
3. INTEGRITY OF INTERACTIVE PROGRAMS
Programmer will ensure that the Interactive Programs meet Wink's criteria for
Wink compliant applications (See Attachment 1). Programmer agrees that each
Interactive Program shall have been either successfully tested by Programmer or
certified as compliant by Wink prior to the Delivery to System Operator for
distribution.
Programmer understands that failure to meet the above criteria could result in
System Operator suspending the distribution of one or more Interactive Programs
until such time as all Interactive Programs are certified by Wink to be in
compliance.
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4. DISTRIBUTION
Programmer hereby grants System Operator a non-exclusive license to distribute
the Interactive Programs delivered in the VBI or MPEG of Programmer's video
signal or through System Operator's local insertion equipment during the period
prior to Programmer's insertion of such Interactive Programs in it's digitally
uplinked signal. Programmer agrees that each Interactive Program shall have been
either successfully tested by Programmer or certified as compliant by Wink prior
to the Delivery to System Operator for distribution, and shall bear any
associated costs of such testing.
Programmer agrees not to charge System Operator fees associated with Interactive
Programs for the term of this Agreement. Likewise, System Operator agrees that
no fees or charges will be due from carriage or retransmission of the
Interactive Programs as provided for hereunder.
Programmer will provide System Operator written notice at least 30 days prior to
discontinuing national transmission of all Interactive Programs.
It is a condition of System Operator's right to carry the Interactive Programs
that System Operator shall distribute Programmer's Interactive Programs without
modification, and that System Operator may not modify or enhance any VBI lines
described in Exhibit A. Programmer agrees that System Operator may copy the
Interactive Programs for simultaneous transmission in different encoding formats
other than what Programmer currently uses including but not limited to, other
VBI formats, out of band channels, and MPEG2 private data streams; provided such
Interactive Programs are presented together with the original corresponding
video to System Operator's subscribers, and that such copying is done to enable
System Operator's subscribers to properly receive and display the Interactive
Programs on their set top box or television set.
System Operator can, if permitted in Exhibit A, locally insert Interactive
Programs as instructed by Programmer. System Operator is solely responsible for
any costs associated with such local insertion. Programmer will notify System
Operator of changes to any such permissions through amendments to Exhibit A
provided at least 30 days prior to the effective date of such requirements.
System Operator may suspend transmission of the Interactive Program during the
insertion by System Operator of local advertising avails as authorized in any
separate agreements between Programmer and System Operator.
5. RESPONSE NETWORK
Programmer agrees to utilize the Wink Response Network for two-way Interactive
Programs. Programmer also agrees to use Wink Communication's standard scripts
and guidelines for response applications.
6. MARKETING MATERIALS
System Operator may prepare marketing materials relating to the Interactive
Programs and may use Programmer's name, logo, and screen shots from the
Interactive Programs in such marketing materials,
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provided that such materials are submitted to Programmer for review and approval
prior to distribution. Programmer's approval of such marketing materials shall
not be unreasonably withheld or delayed.
7. SCOPE
This Agreement does not interfere with or negate other Agreements between
Programmer and System Operator. This Agreement represents all of the terms and
conditions for Programmer providing Interactive Programs. This Agreement may be
updated from time to time only by express written consent of Programmer.
PROGRAMMER
By: /s/ XXXXX XXXX
------------------------------------------
Name: Xxxxx Xxxx
----------------------------------------
Title: Associate General Counsel
---------------------------------------
Date: 10/6/97
----------------------------------------
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EXHIBIT D - ATTACHMENT 1
CRITERIA FOR
WINK COMPLIANT APPLICATION
- All applications must be registered and contain a unique universal ICAP
code (UIC) prior to being broadcast.
- Registered applications have passed a standard set of tests which
validate:
o that the application can be delivered through the VBI or MPEG,
will arrive as appropriate, and can be decoded in the Wink
engine.
o that the application does not generate error messages.
o that the application receives scheduled updates, if applicable.
o that the application passes minimum acceptable latency
standards.
o that the application does not cause System Operator technical or
operational problems.
o that the application, if two-way, generates the appropriate
routing address and usage data.
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EXHIBIT E: PRELIMINARY EQUIPMENT LIST
To be delivered upon the availability of national uplink capability:
Wink Broadcast Server and WebCore
* Sun Xxxxx 00 or faster, with 64MB RAM, 1 GB+ hard disk, Solaris 2.4 or
2.5, CD-ROM, Ethernet connection to Programmer's LAN, dial-up modem,
tape or other backup mechanism (in Q1 of 1998, Programmer may also use a
Windows NT workstation with similar specifications)
* LAN/serial connections to digital encoder, ftp site (for data), other
hardware as necessary
* PC w/ Windows 95 and Ethernet connection to run WBS remote GUI
Wink Studio
* Pentium Windows PC with 16MB+ RAM, 1GB+ hard disk, 1024x768x256 color
graphics, 17"+ monitor, Ethernet connection to enable electronic
delivery of applications to the WBS, Internet access to enable
electronic access to Wink's Data Center
Test equipment
* GI CFT-2200 set top box, marketing firmware
* High grade video source (Beta SP w/TBC or better)
* Coax Modulator
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