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EXHIBIT 10.16
CABLE AFFILIATION AGREEMENT
THIS AGREEMENT is made as of the 8th day of May, 1998, by and between
WINK COMMUNICATIONS, INC., a California corporation ("Wink"), whose address is
0000 Xxxxxx Xxxxxxx Xxxxxxx, Xxxxxxx, XX 00000 and Xxxxx Programming Services
Inc., a Colorado corporation ("Affiliate"), whose address is 0000 Xxxx Xxxxxxx
Xxx., Xxxxxxxxx, XX 00000.
1. GRANT OF LICENSE
1.1 Wink hereby grants to Affiliate the non-exclusive license to use the
Wink ITV Broadcast Server and Wink ITV Response Server versions 1.0 and all
subsequent updates as related to the 1.0 Wink Engine (hereinafter collectively
referred to as "Wink Software") to deliver "Enhanced Broadcasting" to all cable
systems owned by Affiliate or an affiliated entity of Affiliate in the United
States and its territories and possessions, (individually a "System", and all
Systems shall be referred to collectively as "Affiliate's System"). This License
is not transferable outside of the Affiliate systems Operating Area, and rights
hereunder, may not be transferred, assigned or sub-licensed in whole or in part
without Wink's prior written consent.
1.2 For purposes of this Agreement, the "Operating Area" shall be
defined as any System or group of Systems that is authorized to deliver Enhanced
Broadcasting from a single location, as listed on Schedule A.
1.3 This Agreement allows Affiliate to utilize the Wink Software on all
advanced analog and digital cable set top boxes.
1.4 For the purposes of this Agreement, "Enhanced Broadcasting" consists
of information or data that is directly related to the video service, originated
by a national broadcaster, advertiser, or cable programming network and has been
enhanced and delivered through the use of Wink Software.
2. TERM
2.1 The term of this Agreement shall commence on the date of execution
of this Agreement and terminate six (6) years thereafter (hereinafter referred
to as "Initial Term").
2.2 This Agreement will automatically renew, following the "initial
Term", for one month periods, unless either party terminates this Agreement upon
(90) days prior written notice. Pricing terms of the contract renewal would be
adjusted based on Consumer Price Index.
2.3 Wink agrees not to enter into an agreement with any other local
provider of multichannel video programming in Affiliate's Operating Area(s) from
the date of execution of this Agreement for a period of twelve (12) months. At
that time, should Affiliate achieve the milestone of Wink deployment to a
cumulative minimum of 100,000 households in two-way network environment(s) by
March 31, 1999, Wink shall extend the exclusivity period an additional six (6)
months.
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3. INTEGRATION
3.1 Affiliate will distribute Enhanced Broadcasting through its Systems
specified in Schedule A, which Affiliate may add to or delete from in its sole
discretion.
3.2 For purposes of this Agreement, the term "Wink Subscriber" shall
mean each Affiliate residential customer and commercial or business
establishment receiving Wink Enhanced Broadcasting, while receiving and
separately paying for cable television service with a Wink capable digital or
advanced analog box in all Affiliate Operating Areas.
3.3 Wink will perform all Wink related work necessary to integrate with
advanced analog and digital cable set top boxes at no charge to Affiliate
through the term of the Agreement. ( see schedule B for integration work)
3.4 Affiliate agrees to prioritize the Wink software
installation/integration and provide the necessary resources to enable the
national pass through of Enhanced Broadcasting for delivery to Affiliates
Systems in accordance with Schedule A. Each Affiliate Launch market shall have a
"Launch Period", which is defined as a 120 day period of time where the Wink
product launched must meet predefined criteria developed by Affiliate and Wink.
(see Schedule C). During the Launch Period, technical criteria established by
Affiliate and Wink will be monitored and measured to ensure the successful
market launch. System Deployment is defined as that date following the Launch
Period when Wink's Enhanced Broadcasting is being deployed to all other Wink
capable advanced analog and digital customer homes system by system in
Affiliate's Systems per Schedule A. The System Deployment will occur upon
notification by Affiliate to Wink that the Technical criteria has been
successfully met.
3.5 Both parties will use their commercially reasonable efforts to
complete all integration work per the dates mentioned above and specified in
Schedule C.
3.6 Affiliate agrees to allow Wink to install and use Wink Response
Servers located in individual Affiliate Operating Areas specified in Schedule A
to collect, aggregate, and route responses for national Enhanced Broadcasting
applications through Wink's Alameda Data Center. Wink agrees to provide weekly
reporting (e.g. usage data as a result of purchase and non-purchase transaction
activity - See Exhibit A) to Affiliate of all response traffic generated by its
Affiliate subscribers.
4. RATES AND DEPLOYMENT
4.1 Effective at Launch (hereinafter Launch being defined as the time
when there exists any Wink Subscriber receiving Wink's Enhanced Broadcasting
applications in an Operating Area), Affiliate agrees to remit payments per
Operating Area as defined in 4.2. Technical Support (see Schedule F) shall be
provided at no charge for a period of sixty (60) days following Launch for those
Systems deploying Wink in 1998.
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4.2 Affiliate Launch Market is defined as those advanced analog and
digital markets, not to exceed three (3) Systems, to deploy Wink capable set top
boxes in 1998. Launch Markets shall receive the Launch Pricing (see below).
PACKAGE USE OF LICENSE MO. FEE
------- -------------- -------
Launch Pricing Operator may use Wink Software for the First 18 mo.
following purposes: option to move
to charter or
standard pricing
* To provision Wink services to subscribers. [*]
* To provide (i.e., pass through) any number of [*]
nationally delivered Enhanced Broadcasting
services to subscribers.
* To provide two locally inserted virtual [*]
channels.
Charter Pricing * To provision Wink services to subscribers. [*]
* To provide (i.e. pass through) any number of [*]
nationally delivered Enhanced Broadcasting
services to subscribers.
* To provide two locally inserted virtual channels. [*]
Standard Pricing * To provision Wink services to subscribers. [*]
* To provide (i.e. pass through) any number of [*]
nationally delivered Enhanced Broadcasting
services to subscribers.
* To provide two locally inserted virtual Support
channels.
4.3 Affiliate hereby is granted the option to elect, by written notice
to Wink, to extend the delivery of Enhanced Broadcasting to any of Affiliate's
Wink capable cable systems in the continental United States through 1999 and
receive the Charter or Standard pricing outlined in 4.2. Affiliate shall receive
the Standard Pricing specified in 4.2 for Affiliate Operating Areas that launch
after 1999. Wink agrees to provide Affiliate Most Favored Nations Pricing as
compared to other system operators of equal or smaller size, market by market.
Most Favored Nations Pricing shall mean the lowest net cost per subscriber which
shall include Wink headend equipment costs, software license
----------------------
*Confidential treatment has been requested with respect to certain portions of
this exhibit pursuant to a request for treatment filed with the Securities and
Exchange Commission. Omitted portions have been filed with the Commission.
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fees, marketing co-op, and any other financial consideration exchanged between
the parties for Wink products and services. Wink agrees to provide upon request
a statement of compliance with this Most Favored Nations section on an annual
schedule to Affiliate.
4.4 Affiliate commits to distribute Enhanced Broadcasting to its digital
and advanced analog subscribers in Systems indicated on Schedule A which
originates from National Broadcasters and National Cable Programming Services
(hereinafter collectively referred to as "Programmers") in the VBI of the
Programmers Video Signal. Affiliate agrees to keep the appropriate headend and
server equipment in good working order for an uninterrupted carriage of Enhanced
Broadcasting. If either party experiences problems with the Enhanced
Broadcasting delivery system, both parties will use their commercially
reasonable efforts to restore Enhanced Broadcasting service as soon as possible.
Affiliate agrees not to charge Programmer for carriage or use of VBI associated
with delivery of Enhanced Broadcasting for the first twenty-four (24) months of
this Agreement. Commencing at Launch and for the first eighteen (18) months,
Affiliate agrees to pass through all Enhanced Broadcast applications, including
non-commercial show enhancements, request for information applications, and
Purchase Transaction applications. However, Affiliate has the right to delete
any Wink based consumer subscription services offered by Programmer. [*]
4.5 Wink agrees to launch a minimum of twelve (12) National Programmers
broadcasting Wink Enhanced Broadcasting including but not limited to, NBC, The
Weather Channel, Court TV, TNN, TNT, TBS, CNN, HNN, XXXX, XXXX0, VH-1,
Nickelodeon/Nick at Nite by the agreed upon system deployment date.
4.6 Wink agrees to Revenue Share with Affiliate, its fees, on all Wink
generated Purchase Transactions and Request Transactions by Affiliates' Wink
Subscribers for the term of this Agreement. Wink will pay Affiliate per the
attached Schedule D.
4.7 [*] Affiliate is responsible to provide all hardware required for
the launch of the Wink Software (Xxxx of Materials - Schedule E), except in the
Albuquerque, NM System where Wink will pay all upfront headend hardware costs
associated with a launch date prior to August 1, 1998, or within thirty (30)
days of their Wink capable set-top deployment. Affiliate may elect the Wink
hardware lease option of an additional [ * ] per month per Operating Area.
Affiliate has the option to purchase the hardware either from Wink or other
vendors that meet Wink specifications. Installation and Conversion fees for all
other Affiliate Operating areas, outside of all markets that launch within a
period of eight (8) months from date of Agreement execution Launch Market(s),
will be [ * ] per Operating Area, plus any shipping or travel costs incurred
by Wink in support of on-site installation, maintenance, support, or consulting
under this Agreement.
4.8 Affiliate 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 Affiliate as outlined in Schedule F of this Agreement.
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5. PAYMENT TERMS
5.1 On or before the forty-fifth (45th) day following each month
throughout the term of this Agreement, each party shall remit to the other party
all fees owed for services rendered in the previous month.
5.2 Either party's failure, for any reason, to send an invoice for a
particular monthly payment shall not relieve the other party of its obligation
to make any payment in a timely manner consistent with the terms of this
Agreement. Past due payments shall bear interest at a rate equal to the lesser
of (1) one percent (1%) per month or (ii) the maximum legal rate permitted under
law, and the delinquent party shall be liable for all reasonable direct costs
and expenses (including, without limitation, reasonable court costs and
attorneys' fees) incurred by the other party in collecting any past due
payments.
6. PROMOTION AND RESEARCH
6.1 Affiliate and Wink agree to promote and market the Wink service to
subscribers within the Operating Area of each launched system. Advertising,
promotional, marketing and/or sales materials concerning the Wink service (e.g.
TV spots, Virtual Channel, Ad Xxxxx, Xxxx Insert Direct Mail, On Hold Message,
Press releases etc..) will be provided to Affiliate by Wink immediately
following each update or revision of such materials, and may be used at the
discretion of Affiliate.
6.2 For the purpose of promoting Enhanced Broadcasting, Affiliate and
Wink shall issue one mutually agreed upon press release for each Operating Area
launched within thirty (30) days of such launch. Affiliate and Wink shall also
issue one mutually agreed upon press release within 30 days of execution of this
Agreement.
6.3 Wink shall not engage in any communications with subscribers, press
or media, governmental entities or franchise or licensing authorities which
could reasonably be expected to adversely interfere with Affiliate's relations
with the subscribers, governmental entities or franchise or licensing
authorities in such Operating Area or the community comprising such Operating
Area. This provision shall not apply a) to any national advertising by Wink in
connection with Enhanced Broadcasting, b) to any proceeding before any judicial
body, or c) to communications with Congress or with any other branch or agency
of the Federal government. This Section shall survive the expiration or
termination of this Agreement (regardless of the reason for such expiration or
termination) for a period of two (2) years.
6.4 Wink may, from time to time, undertake marketing tests and surveys,
rating polls and other research in connection with Affiliate. Affiliate, in its
sole discretion, may provide Wink with reasonable assistance in conducting such
research with respect to Affiliate's subscribers. All information regarding
Affiliates subscribers will be kept confidential.
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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, Attn: VP - Affiliate Sales at
0000 Xxxxxx Xxxxxxx Xxxxxxx, Xxxxxxx, 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.
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.
9. REPRESENTATION AND INDEMNIFICATION
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 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
Colorado (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.
9.3 Affiliate and Wink shall each indemnify, defend and forever hold
harmless the other, and their affiliated companies and people, from any and all
losses, liabilities, claims, costs, damages and expenses (including, without
limitation, fines, forfeitures, attorneys' fees, disbursements and court or
administrative costs) arising out of any breach of any term of this Agreement or
any warranty, covenant or representation contained herein. Without limiting the
provisions of the above, Wink will indemnify, defend and forever hold Affiliate
and Affiliate's affiliated companies and people harmless from and against any
and all losses, liabilities, claims, costs, damages and expenses (including,
without limitation, fines, forfeitures, attorneys' fees, disbursements and court
or administrative costs) caused by or arising directly or indirectly out of (i)
any content delivered by or through Wink or Wink's processes, (ii) any
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claim that the Wink Software infringes the copyright, trade secret or trademark
rights of a third party, provided that Affiliate notifies Wink of such claim
promptly in writing of and gives Wink the exclusive authority to defend or
settle such claim. Affiliate shall provide reasonable cooperation and assistance
to settle or defend any such claim. If the Wink Software becomes, or if Wink
reasonably believes it may become, the subject of any claim for infringement or
is adjudicatively determined to infringe, then Wink may, at its option and
expense, either (i) procure for Affiliate the right to sell or use, as
appropriate, the Wink Software or (ii) replace or modify the Wink Software with
other suitable and reasonably equivalent software so that the Wink Software
becomes noninfringing or (iii) if (i) and (ii) are not commercially practicable,
either party may terminate this Agreement.
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 information
without prior written consent. The parties agree to keep the terms of this
Agreement confidential, but acknowledge that VBI pass through disclosures will
be made to Programmers and that certain other disclosures may be required by
law.
10.2 Wink commits to Affiliate that Wink will implement high levels of
security on the network for the collection, storage, and routing of Subscriber
Information. Wink further agrees to only release individual Subscriber
Information to entities that a subscriber decides should have that information.
Choice is granted by the subscriber through their deliberate interaction with a
Wink Enhanced Broadcasting application. Wink agrees that Affiliate Subscriber
Data and Subscriber Information remain the property of Affiliate. For purposes
of this Agreement, Subscriber Data is defined as that information which
currently resides in Affiliate's billing system, e.g. subscriber name, address,
phone number, service level, monthly billing amount, ordering activity tied to
pay-per-view and other ancillary services and products. Subscriber Information
is defined as those responses initiated by subscriber over the Wink Software.
Affiliate agrees that Wink may use Subscriber Information in aggregate form only
as a part of national results specific to Wink.
11. TERMINATION
11.1 Notwithstanding any other provision herein, either party will have
the right to terminate this Agreement or all or any licenses granted herein if
the other party fails to comply with any of its material obligations under this
Agreement. Should either party elect to exercise this right to terminate for
nonperformance, it must be done in writing specifically setting forth those
items of nonperformance. The non-performing party will then have sixty (60)days
from receipt of notification to remedy the items of nonperformance. Should such
non performing party fail to correct these items of nonperformance, then the
aggrieved party shall have the right to physically disconnect and remove any
Wink-owned components or Wink Software, returning such licensed products to
Wink. In addition, either party's termination of this Agreement or such taking
of possession shall be without prejudice to any other remedies such party may
have, provided however, that if a party has not made payment of the fees or
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charges due hereunder and such nonpayment continues after forty-five (45) days
prior written notice by the other party, then the other party may terminate this
Agreement or any license granted herein.
11.2 Upon expiration of the Initial 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
Wink Software will cease and Affiliate will immediately (i) grant to Wink access
to its business premises and the Wink Software and allow Wink to remove the Wink
Software in an orderly manner, (ii) purge all copies of all Wink Software from
all computer processors or storage media on which Affiliate has installed or
permitted others to install such Software, and (iii) when requested by Wink,
certify to Wink in writing, signed by an officer of Affiliate, that all copies
of the Wink Software have been returned to Wink or destroyed and that no copy of
any Wink Software remains in Affiliate's possession or under its control.
11.3 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.
12. GENERAL
a) This Agreement may not be assigned by either party without the prior
written consent of the other, except that no such consent shall be required for
an assignment to any entity controlling, controlled by or under common control
with the assigning party.
b) This Agreement may be amended only by an instrument in writing,
executed by Affiliate 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 Affiliate and
Wink.
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IN WITNESS WHEREOF, the parties by their duly authorized representatives
have entered into this Agreement as of the Effective Date.
WINK COMMUNICATIONS, INC. XXXXX PROGRAMMING
SERVICES, Inc.
By: /s/ Xxxxxx Xxxxxxxxxxx By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxx
Title: President/CEO Title: SR. VP PROGRAMMING
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SCHEDULE A
AFFILIATE'S SYSTEMS
OPERATING AREA SYSTEMS PLATFORM EST. WINK HH
Pima, AZ DCT
Savannah, GA S-A8600X
Xxxxxxxxxxx, XX XXX0000
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SCHEDULE B
WINK INTEGRATION WITH ADVANCED ANALOG AND DIGITAL
Wink has performed all core development work necessary to integrate with
advanced analog and digital set top boxes at no charge to Affiliate. This
includes all design and redesign work, development, integration and testing with
the set top box to optimize the system. Listed below are details of the work
necessary for porting to the boxes:
Integration tactics and specifications:
Develop marketing requirement document
Develop functional specs
Develop system design
Develop component and interface specs
Develop unit test plan
Develop test cases (typically about 1,500)
Wink Engine (client)
Set up and test development systems
Develop graphics primitives
Develop I/0 Drivers
Develop memory management
Develop resident fonts and icons
Develop interface layer to APIs and O/S
Integrate Wink engine with interface layer
Optimize code for small footprint, including writing in assembly Optimize code
for performance
Perform unit test
Debugging
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SCHEDULE C
PRE-LAUNCH CRITERIA
1. TECHNICAL ACCEPTANCE OF WINK EQUIPMENT & SOFTWARE
1.1 This criteria may include the Wink Launch suite which run on the ITV
Broadcast Server and Wink ITV Response Server, version 1.0 or a subsequent
update as related to 1.0 Wink Engine. The Wink Launch suite includes NBC,
XXX/XXX, XXX, Xxxxx XX, XXXX, XXXX0, TBS, TNT, TNN, VH-1, Nickelodeon/Nick at
Nite.
1.2 Affiliate will execute customer acceptance criteria on specific
set-top boxes. Wink will prepare the test cases, including the expected results.
1.3 Regression tests will be run until 100% of the cases are passed if
some of the above tests fail and changes are needed.
2. TECHNICAL ACCEPTANCE BY GI AND SA
2.1 GI has certified as ready for production the Wink set-top box engine
and GI equipment and software configurations (e.g., ACC-4000 and DPT) when
using Wink.
2.2 SA has certified for production the Wink set-top box engine and SA
equipment and software configurations when using Wink.
2.3 Affiliate may elect to have the configurations reviewed by a SA or
GI field engineer.
3. OPERATIONAL READINESS TRAINING
3.1 Affiliate head-end operations and MIS have been trained on the
operation of the Wink Broadcast and Response server, daily monitoring by Wink,
and how to use Wink technical support.
3.2 Affiliate customer and field representatives have been trained.
3.3 All operational and customer support procedures have been updated to
include Wink. This includes procedures to manage VBI bandwidth and response
demand to match capacity.
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4. OTHER CRITERIA
4.1 User Acceptance criteria. User acceptance criteria will be part of
initial deployments of the Wink system as well as any upgrades to the system.
The user acceptance is based on Wink prepared cases that ensure the system works
as functionally specified. Wink will prepare the test cases, including the
expected results. Affiliate may elect to add their own cases.
4.2 The quality and quantity of content is dependent on the programmers.
While Wink will initiate the Enhanced Broadcasting Agreements, it is known that
the influence Affiliate has in the programming environment may significantly
Improve the quality and quantity of content moving forward. During the Launch
period, customer feedback will be gathered in order to substantiate Wink
feedback to program Developers.
4.3 Time Duration for Response Polling and Processing. A service level
for time for polling and impact on Affiliate technical and business resources
will be defined as part of the deployment planning. Central Wink Response Server
will collect responses from all controllers (both GI and SA) over a WAN, using
TCP/IP. The bandwidth required is estimated at less than 30 seconds/ day at
56Kbps. The response collections is estimated at 1hr / day with operator time
estimated at 5 minutes controller.
4.4 Impact on and Interoperability with Other Box Functions. Other set
top box functions will function as designed, when used with Wink. This
specification will be agreed upon in advanced of deployment field testing. For
example, in the SA 8600x and SA Explorer this means the Wink enabled box has
passed SA's ISV tests and works the same as non-Wink enabled boxes, except for
predefined changes to the amount of guide data shown. Wink agrees to participate
in tests that includes DPT settings, different box configurations, and guide
data provisioning in order to maximize the guide information for the viewers.
(See Schedule G for Wink capable set-top platforms.)
4.5 Response Processing out to Advertising or Information Providers. A
service level for response processing will be defined as part of the deployment
planning.
4.6 Disaster Recovery Plan: The redundant server options are 1) Purchase
redundant equipment and software. 2) Purchase higher capacity Wink Broadcast
Server and Wink Response Server that can back each other up. Wink will work with
Affiliate to correctly size and configure the Sun Sparc servers to support both
WBS and WRS processes on the some server. Wink would also develop procedures to
ensure either server has the software and data needed to back-up the other.
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SCHEDULE D
WINK/AFFILIATE REVENUE SHARE
PER TRANSACTION
WINK RESPONSE SERVICE TRANSACTION FEE
Purchase Transaction is defined as transaction(s) initiated by Wink enabled
subscribers which result in the purchase of services or products advertised
through a Wink Enhanced Broadcast application.
Purchase Transaction Fees Affiliate Revenue Share per Transaction
------------------------- ---------------------------------------
(Viewer name, address, credit card) National Ads Local Ads
------------ ---------------
1-5,000 transactions/mo [*] [*]
5,001 - 25,000 transactions/mo [*] [*]
25,001 - 100,000 transactions/mo [*] [*]
100,001 - 250,000 transactions/mo [*] [*]
250,001 - 500,000 transactions/mo [*] [*]
500,001 - up transactions/mo [*] [*]
Request Transaction is defined as transaction(s) initiated by Wink enabled
subscribers which result in the subscriber requesting information that must be
sent to subscriber, about services or products advertised through a Wink
Enhanced Broadcast application.
Request Transaction Fees Affiliate Revenue Share per Transaction
------------------------- ---------------------------------------
(Viewer name, address only) National Ads Local Ads
------------ ---------------
1-5,000 transactions/mo [*] [*]
5,001 - 25,000 transactions/mo [*] [*]
25,001 - 100,000 transactions/mo [*] [*]
100,001 - 250,000 transactions/mo [*] [*]
250,001 - 500,000 transactions/mo [*] [*]
500,001 - up transactions/mo [*] [*]
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SCHEDULE E
XXXX OF MATERIALS
BAV - Headend COMPUTERS PART NUMBER UNIT COST ITEM COST
Wink Broadcast Server (WBS) 9,136.26 9,136.2
Sun Ultra Enterprise 1 Model 170 All-UBA1-9S-064CE 5,775.00
w/167MHz
TGX Graphics Sbus Adapter X7110 A 809.00
17" Color Monitor X7103A 698.00
Sun 1.44 Internal Floppy Drive X6001 A 115.00
Sun CD 12 Internal CD ROM X61661 A 231.00
Fast Ethernet 10/100 Sbus Adapter X1059A 612.00
Sun Country Kit - UNIX (Keyboard, X3540A 000
Mouse, Power Cords)
Sun Silver Server Support Ultra 1 model 170 619.20
Silver
Solaris Media 2.5.1 SOLD-2.5.1APR97 77.00
System Configuration - OS IS-101D 85.00
System Configuration IS-203 120.00
Wink Broadcast Server Software License 13,336.20
Wink Response Server (WRS) 9,136.20
Sun Ultra Enterprise 1 Model A11-UBA1-9S- 5,775.00
170 w/167MHz 064CE
TGX Graphics Sbus Adapter X7110 A 809.00
17" Color Monitor X7103A 693.00
Sun 1.44 Internal Floppy Drive X6001 A 115.00
Sun CD 12 Internal CD ROM X61661 A 231.00
Fast Ethernet 10/100 Sbus Adapter X1059A 612.00
Sun Country Kit - UNIX (Keyboard, X3540A 0.00
Mouse,Power Cords)
Sun Silver Server Support Ultra 1 model 170 619.20
Silver
Solaris Media 2.5.1 SOLD-2.5.1APR97 77.00
System Configuration - OS IS-101D 85.00
System Configuration IS-203 120.00
Oracle Enterprise Server 7.3.2.1 for
Solaris
Wink Response Server Software License
Wink SeaChange CCD PC 2,415.00 2,415.00
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BAV - Headend COMPUTERS PART NUMBER UNIT COST ITEM COST
PC - Rack Mountable:
Rackmount Case w/ 250 Power SRPC-210
Supply
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 Corn Card for Com3
Com4 LPT2
Windows NT Workstation 4.0 CD-
ROM
Mouse
14" SVGA Color Monitor
Rackmount Keyboard w/ Mouse Tray RMKO-110 [*] [*]
US Robitics Courier V. Everything A22536-001224-1
TERMINAL SERVERS
Xylogics Annex Three - 32-port, net- AX3-32/0-N-300 [*] [*]
boot, twisted pair
Annex Modem (DCE) Cable - 50pin AX3-CBL-DCE-100 [*] [*]
Telco Fan to 6 Male DB25
Annex Three Software - CDROM CM0014007 [*] [*]
LOCAL INSERTION CABLE HEADEND EQUIPMENT
Norpak TES-3 Data Insertion Unit [*] [*]
Total Cost: [*]
Proprietary and Confidential
-16-
17
Quantity CFT - Headend COMPUTERS PART NUMBER UNIT ITEM
COST COST
1 WINK BROADCAST [*] [*]
SERVER (WBS)
Sun Ultra Enterprise 1 Model A11-UBA1-9S-O64CE [*]
170 w/167MHz TGX Graphics X711 OA [*]
Sbus Adapter
17" Color Monitor X7103A [*]
Sun 1.44 Internal Floppy Drive X6001 A [*]
Sun CD 12 Internal CD ROM X61661 A [*]
Fast Ethernet 10/100 Sbus X1059A [*]
Adapter
Sun Country Kit - UNIX X3540A [*]
(Keyboard, Mouse, Power
Cords)
Sun Silver Server Support Ultra 1 model 170 [*]
Silver
Solaris Media 2.5.1 SOLD-2.5.1APR97 [*]
System Configuration - OS IS-101D [*]
System Configuration IS-203 [*]
Wink Broadcast Server [*]
Software
1 WINK RESPONSE SERVER [*] [*]
(WRS)
Sun Ultra Enterprise 1 Model A11-UBA1-9S-O64CE [*]
170 w/167MHz
TGX Graphics Sbus Adapter X711OA [*]
17" Color Monitor X7103A [*]
Sun 1.44 Internal Floppy Drive X6001A [*]
Xxx XX 00 Xxxxxxxx XX XXX X00000X [*]
Fast Ethernet 10/100 Sbus X1059A [*]
Adapter
Sun Country Kit - UNIX X3540A [*]
(Keyboard, Mouse, Power
Cords)
Sun Si1ver Server Support Ultra 1 model 170 [*]
Silver
Solaris Media 2.5.1 SOLD-2.5.1APR97 [*]
System Configuration - OS IS-101 D [*]
System Configuration IS-203 [*]
Oracle Enterprise Server 7.3.2.1 [*]
for Solaris
Proprietary and Confidential
-17-
18
Quantity CFT - Headend COMPUTERS PART NUMBER UNIT ITEM
COST COST
Wink Response Server [*]
Software
1 WINK GATEWAY PC [*] [*]
PC - Rack Mountable:
Rackmount Case w/ 250 Power SRPC-210
Supply
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 RMK-110
Tray
Wink's Gateway Software
Computer Peripherals
2 US Robitics Courier V. A22536-001224-0 [*] [*]
Everything
Terminal Servers
1 Xylogics Annex Three - 00- XX0-00/00-0X-000 [*] [*]
port, net-boot, twisted pair
12 Annex Modem (DCE) Cable - AX3-CBL-DCE-100 [*] [*]
50pin Telco Fan to 6 Male
DB25
Proprietary and Confidential
-18-
19
Quantity CFT - Headend COMPUTERS PART NUMBER UNIT ITEM
COST COST
1 Annex Three Software - CM0014007 [*] [*]
CDROM Cable Headend
Equipment
00 Xxxxxx XXX-000 NABTS [*] [*]
Decoder (2/channel)
10 MVPII-DIU v0.7 or greater [*]
Total Cost 39968.40
Quantity DCT - Headend COMPUTERS PART NUMBER UNIT ITEM
COST COST
1 Wink Broadcast Server (WBS) [*] [*]
Sun Ultra Enterprise 1 Model A11-UBA1-9S-064CE [*]
170 w/167MHz
TGX Graphics Sbus Adapter X7110A [*]
17" Color Monitor X1703A [*]
Sun 1.44 Internal Floppy Drive X6001A [*]
Xxx XX 00 Xxxxxxxx XX XXX X00000X [*]
Fast Ethernet 10/100 Sbus X1059A [*]
Adapter
Sun Country Kit - UNIZ X3540A [*]
(Keyboard, Mouse, Power
Cords)
Sun Silver Server Support Ultra 1 model 170 [*]
Silver
Solaris Media 2.5.1 SOLD-2.5.1 APR97 [*]
System Configuration - OS IS-101D [*]
System Configuration IS-203 [*]
Wink Broadcast Server [*]
Software
1 Wink Response Server (WRS) [*] [*]
Sun Ultra Enterprise 1 Model All -UBA1-9S-064CE [*]
170 w/167 Mhz
TGX Graphics Sbus Adapter X7112A [*]
17" Color Monitor X7103A [*]
Sun 1.44 Internal Floppy Drive X6001A [*]
Sun CD 12 Internal CD ROM X6166A [*]
Fast Ethernet 10/100 Sbus X1059A [*]
Adapter
Proprietary and Confidential
-19-
20
Quantity DCT - Headend COMPUTERS PART NUMBER UNIT ITEM
COST COST
Sun Country Kit - UNIX X3540A [*]
(Keyboard, Mouse, Power
Cords)
Sun Silver Server Support Ultra 1 model 170 [*]
Silver
Solaris Media 2.5.1 SOLD-2.5.1 APR 97 [*]
System Configuration - OS IS-101D [*]
System Configuration IS-203 [*]
Oracle Enterprise Server 7.3.2.1 [*]
for Solaris
Wink Response Server [*]
Software
0 Xxxx XXX Xxxxxxx PC [*] [*]
PC - Rack Mountable:
Rackmount Case w/ 250 Power SRPC-210
Supply
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/ RMK-110
Mouse Tray
Wink's Gateway Software
1 Wink SeaChange CCD PC
Proprietary and Confidential
-20-
21
Quantity DCT - Headend COMPUTERS PART NUMBER UNIT ITEM
COST COST
PC - Rack Mountable:
Rackmount Case w/250 Power SRPC-210
Supply
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 3C9OO PCI Ethernet
(Port #2)
Add. Com Card for Com3
Com4 LPT2
Windows NT Workstation 4.0
CD-ROM
Mouse
14" SVGA Solor Monitor
Rackmount Keyboard w/Mouse RMK-110
Tray
Wink's Gateway Software
Computer Peripherals
2 US Robotics Courier V. A22536-001224-0 [*] [*]
Everything
Terminal Servers
2 Xylogics Annex Three - 32- AX3-32/0-1N-300 [*] [*]
port, twisted pair
12 Annex Modem (DCE) Cable - AX3-CBL-DCE-100 [*] [*]
50pin Telco Fan to 6 Male
DB25
2 Annex Three Software - CM0014007 [*] [*]
CDROM
Local insertion Cable Headend
Equipment
Proprietary and Confidential
-21-
22
Quantity DCT - Headend COMPUTERS PART NUMBER UNIT ITEM
COST COST
1/Chanl. Norpak TES-3 Data Insertion [*] [*]
Unit
Total Cost: [*]
S-A Xxxx of Materials not fully developed.
Proprietary and Confidential
-22-
23
SCHEDULE F
OTHER SOFTWARE OPTIONS, SUPPORT AND CONSULTING FEES
SOFTWARE OPTIONS
Affiliate at no additional charge may experiment with, for any consecutive six
(6) month period during the term of the Agreement, other use of Wink Software,
including, but not limited to, the use of Wink templates for PPV, premium
sign-up, and local ads. The price for using these services, if implemented after
the six(6) month experimentation period, will be:
1. [*] for the local ad insertion module.
2. One time [*] for Wink Studio (template tools) to develop Wink templates.
3. [*] and [*] for up to 10 Virtual Channels
4. AISM Installation fee [*], Virtual Channel installation fee [*]
TECHNICAL SUPPORT
All technical support is available 24x7; travel expenses are additional and
billed at cost. Technical support would involve an error created by the
Operator or Operator's system equipment, that would require a Wink repair to
Wink Software.
Technical Support service contract [*]
- includes 3 incidents/mo and [*] charge per incident after 3
- priority service over non-contract customers
- service contract must match term of license/maintenance agreement
Per incident fee (no contract) [*] incident
CONSULTATIVE SERVICES
- Custom application development [*]
- Application consulting; training [*]
1. Phone training/consulting billed at [*] with charges rounded to
the nearest 15 minutes.
2. Travel expenses are billed separately at cost.
Wink has the right to increase prices on all products and services covered in
this Agreement on an annual basis based upon the Consumer Price Index.
Proprietary and Confidential
-23-
24
SCHEDULE G
WINK CAPABLE ADVANCED ANALOG AND DIGITAL PLATFORMS:
General Instrument
DCT1000, DCT1200, DCT 5000
CFT2200
Scientific-Atlanta
Explorer HCT2000
8600X
Pioneer
Voyager
BA-V2000 and versions thereof
Proprietary and Confidential
-24-
