Exhibit 10.11
News America Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
March 1, 1999
Juno Online Services, Inc.
0000 Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: PREPAYMENT OF ADVERTISING SERVICES
Ladies and Gentlemen:
This letter shall serve to set forth the terms of the agreement between
Juno Online Services, Inc., a Delaware corporation (the "Company"), and News
America Incorporated, a Delaware corporation ("NAI"), relating to the prepayment
by the Company to NAI of $10.0 million (the "Prepayment") for Advertising
Services (as defined below).
In consideration and upon receipt of the Prepayment which the Company
shall make to NAI by wire transfer or bank check on the date hereof, which
payment obligation is evidenced by a note dated Xxxxx 0, 0000, XXX shall
provide, to the Company, at no additional charge, such advertising inventory on
their respective media properties and other services ("Advertising Services") as
the Company requests, which Advertising Services shall be (i) equivalent in
value to the Prepayment, and (ii) utilized by the Company on or before the date
two (2) years after the date hereof. Any Advertising Services provided to the
Company by NAI or its Affiliates shall be (i) determined jointly and in good
faith by the Company and NAI and (ii) valued at then-current rates (less any
customary advertising agency commissions, where possible, to the extent that no
such commissions are due to any agency engaged by the Company), and no greater
than those customarily applied by NAI or its Affiliates to buyers of similar
amounts of comparable advertising services (taking into account customary
discounts from published rates, if any). NAI shall assist the Company in
structuring an integrated marketing program across all advertising inventory
made available by NAI and its Affiliates pursuant hereto, which marketing
program shall be determined jointly and in good faith by NAI and the Company in
writing.
Please indicate your acceptance of the foregoing by signing below.
Very truly yours,
NEWS AMERICA INCORPORATED
By: /s/Xxxxx Nova
---------------------
Name: Xxxxx Nova
Title: Vice President
Agreed:
JUNO ONLINE SERVICES, INC.
By: /s/Xxxxxxx Xxxxx
---------------------
Name: Xxxxxxx Xxxxx
Title: President
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