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EXHIBIT 10.29
Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked by [****], have been
separately filed with the Commission.
ADDENDUM TO INTERACTIVE SERVICES AGREEMENT
This ADDENDUM NO. 1 (the "Addendum") is dated as of November 1, 1997 (the
"Addendum Effective Date"), by and between America Online, Inc. ("AOL"), a
Delaware corporation, with its principal offices at 00000 XXX Xxx, Xxxxxx,
Xxxxxxxx 00000, and N2K Inc. ("N2K"), a Delaware corporation, with its
principal offices at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (each a
"Party" and collectively the "Parties").
INTRODUCTION
N2K and AOL are Parties to the Interactive Services Agreement, dated as of
September 1, 1997 (the "Agreement"). The Parties wish to amend the Agreement as
described below. Therefore, in consideration of the promises set forth below
and the mutual covenants and agreements contained herein and for other good and
valuable consideration, the Parties, intending to be legally bound, agree as
follows. Capitalized terms used but not defined herein shall be as defined in
the Agreement.
TERMS
1. XXX.xxx Placement. The following shall be added to the Agreement as Section
1.1.2.4 of the Agreement:
"1.1.2.4 XXX.xxx Homepage/Shopping Channel Promotions. During the
period from the Addendum Effective Date through December 31, 1998 (the
"Promotion Period"), AOL shall provide N2K with continuous placement
on: (i) one of the principal, persistent promotional buttons (or
substantially equivalent promotional mechanisms) which will appear on
the homepage of XXX.xxx and promote the products and/or services of
third party sponsors who purchase rights to such buttons (the
"HomePage Button"); and (ii) an anchor tenant button on the main
screen of the principal shopping channel on XXX.xxx (the "Anchor
Tenant Button"), consistent in size and nature with the other third
party anchor tenant buttons on such screen (collectively, the
"Additional Promotions"). The HomePage Button will be **** x ****
pixels in size (on a **** pixel x **** pixel display) and the Anchor
Tenant Button will be approximately **** x **** pixels in size (on a
**** pixel x **** pixel display) (subject, in each case, to the terms
of Section 1.1.4 of the Agreement). N2K will have the **** choice of
positions among HomePage Buttons for placement of the N2K HomePage
Button; provided that, in the event that the entity possessing the
**** choice of positions ceases to utilize a HomePage Button during
the Promotion Period, then N2K will be granted the option to elect to
assume the position vacated by such entity for the remainder of such
period, with such election to be made within two business days of
notice from AOL to N2K of such change. N2K's HomePage Button will
appear above the fold on the XXX.xxx homepage and there will initially
be no more than **** appearing above the N2K HomePage Button. The file
for the graphical material to be contained within the HomePage
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Button shall be no greater than 5K in size and, in the case of the
Anchor Tenant Button, no greater than 2K in size, shall not provide for
animation through either such button and shall be subject to all other
generally-applicable AOL technical specifications. The Additional
Promotions will link to the main page of the Customized MB Site (or such
other locations as may be mutually agreed upon by the Parties). The
Additional Promotions will receive **** impressions, in the aggregate,
to the pages containing such placements (and such additional pages on
the AOL Network, which are reasonably satisfactory to N2K, through which
AOL may elect to offer N2K promotions to the extent necessary to satisfy
such impressions commitment). Such impressions will be incremental to
any impressions generated through any specific placements provided for
under the Agreement."
2. PAYMENTS. Section 4.1 of the Agreement shall be restated in its entirety to
read as follows:
"4.1 FIXED PAYMENTS. N2K will pay AOL the following guaranteed amounts:
(i) two million dollars ($2,000,000) due upon execution of this
Agreement; (ii) ten million dollars ($10,000,000) due upon the earlier
of closing of N2K's initial public offering (the "IPO") and December 1,
1997; (iii) three million dollars ($3,000,000) due upon November 1,
1998; (iv) three million dollars ($3,000,000) due upon November 1, 1999;
and four million ($4,000,000) due upon November 1, 2000."
3. MARGIN SHARING. The following shall be added to the Agreement as Section
4.2.2.4 of the Agreement:
"4.2.2.4 Four million dollars ($4,000,000) of the fixed payment provided
for under Section 4.1 shall be allocable to the Additional Promotions.
In that regard, AOL and N2K agree as follows: (i) Notwithstanding
anything else contained in this Section 4.2, AOL shall receive ****
percent (****%) of all Advertising Revenues and Transaction Revenues
arising in connection with the Additional Promotions ("Additional
Revenues"). (ii) Additional Revenues shall not be subject to, nor count
towards, any Quarterly Minimum Amount, Quarterly Recoupment Amount,
Annual Recoupment Amount or Aggregate Recoupment Amount described in
this Section 4.2. (iii) N2K will implement any mechanisms or procedures
necessary to differentiate between Additional Revenues and any other
type of Site Revenues. (iv) N2K's final fixed payment (due upon November
1, 2000 pursuant to Section 4.1) shall be reduced by the aggregate
amount of Additional Revenues paid to AOL pursuant to this Section
4.2.2.4."
4. TERMINATION. AOL will be entitled, in its discretion, to terminate the
additional terms provided for under this Addendum without penalty, by
providing N2K with written notice of AOL's intention to terminate no later
than March 31, 1998. In the event of such a termination, N2K will not be
responsible for any additional fixed payments called for
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under this Addendum (i.e., those fixed payments which are incremental to
the fixed payments provided for under Section 4.1 of the Agreement);
provided that N2K will be responsible for margin sharing payments to AOL
arising prior to such termination pursuant to Section 4.2.2.4 (as set forth
above.)
5. ORDER OF PRECEDENCE. In the event of any conflict between the Agreement and
this Addendum, the terms and conditions set forth in this Addendum shall
control. The Agreement, as modified and supplemented by this Addendum, will
remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the
Addendum Effective Date.
AMERICA ONLINE, INC. N2K, INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx
Title: Sr. Vice President Title: Vice Chairman
