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EXHIBIT 10.24
AGREEMENT
This Agreement, dated as of January 1, 1999, is made between Satellite Services,
Inc., and Wink Communications, Inc., with regard to the interactive programming
service currently known as "Wink," whether in its current form or any form
modified in the future (the "Wink Service"). The parties hereto agree as
follows:
1. Wink will be deployed on CPT-2200 set top boxes in Elmhurst, IL and
Lansing, MI by August 1, 1999, provided that such systems are acquired
by TCI Communications, Inc., by June 1, 1999.
2. The term of this agreement shall commence January 1, 1999, and expire
December 31, 2001, but may be terminated by SSI upon thirty days prior
written notice to Wink. This Agreement shall be subject to approval by
AT&T or its designee.
3. Wink will waive all deployment costs, and will take all steps and incur
all costs to deliver all software, hardware, and ancillary data to each
system headend.
4. Wink will pay SSI revenue on each Wink transaction generated per the
attached Schedule A which will be subject to a term-by-term,
size-based, unconditional MFN against any other party distributing the
Wink service.
5. Wink will waive all server and engine software license fees. Wink will
also provide hardware at no cost to SSI. SSI shall not be obligated to
pay any fees with respect to deployment of Wink.
6. Wink will idemnify and hold harmless Telecommunications, Inc., TCI
Communications, Inc., SSI, and each of their respective affiliates and
related companies, including without limitation each such entities'
directors, employees, officers, and agents, against any and all claims,
costs, or causes of action arising directly or indirectly out of the use
and delivery of the Wink service, including without limitation, the
content of the Wink service, software or hardware used for the
deployment or use of the Wink service, and the sale of products or
services on the Wink service.
7. The terms of this Agreement shall be kept confidential by the parties,
and shall not be disclosed by either party except with the prior written
approval of the non-disclosing party. ANY PRESS RELEASE OR PUBLIC
DISCLOSURE RELATING TO THE AGREEMENT SHALL BE MORALLY APPROVAL BY THE
PARTIES.
Wink Communications, Inc. Satellite Services, Inc.
By: By:
Xxxxxx Xxxxxxxxxxx
President & CEO