Xxxxx Xxxxxxx Research Center, Inc. / CN5300 / Xxxxxxxxx, XX 00000-0000
(000) 000-0000 / FAX (000) 000-0000
TECHNICAL SERVICES AGREEMENT
ACTV: ACTV'tm', Inc.
1270 Avenue of the Americas
Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
This Agreement describes the terms and conditions for the work of Xxxxx Xxxxxxx
Research Center (Xxxxxxx) in providing technical services to ACTV'tm', Inc.
(ACTV) based on the following Statement of Work and Terms and Conditions.
Objective
Xxxxxxx shall supply technical consultation to ACTV, to confirm and help ACTV
convince cable operators and set-top-box manufacturers that the ACTV
Individualized Television service is compatible with their current consumer
hardware.
Statement of Work:
1. Receive and analyze all documentation on ACTV System from ACTV. This
documentation would include block diagrams, schematics, documented ROM code,
service specifications, audio and video performance specifications, and other
items as available.
2. Receive and analyze documentation for cable-equipment for which ACTV
Individualized Television is to be qualified.
3. Participate in meetings that ACTV conducts with designated cable operators
and equipment suppliers for the purpose of determining compatibility.
4. During the period of this work, spend up to two (2) full work-days in the NYC
offices of ACTV, plus prearranged business meetings as required.
Period of Performance:
May 15, 1995, through November 15, 1995,
unless extended by written agreement.
Price and Payment:
Xxxxxxx'x estimated price for the services described herein shall not exceed
$66,000 on a best efforts cost reimbursable basis for the Period of Performance
without prior written approval of ACTV. This support will include a maximum of
50% of Xx. Xxxxx Xxx'x time and any other Sarnoff employee as requested by ACTV
during the Period of Performance. Xx. Xxx'x or any other of Sarnoff personnel
supporting this program Travel and Subsistence expenses that may be incurred as
required by ACTV shall be paid for and processed directly by ACTV within one
week of submission. Charges will be invoiced monthly for the work performed
during the month. Payment terms are Net 30 Days.
Terms and Conditions
1. Xxxxxxx shall not be liable or deemed to be in default for any delay or
failure in performance for any reason beyond Xxxxxxx'x reasonable control.
2. Xxxxxxx does not warrant or represent that ACTV's use of samples, data and/or
information furnished hereunder will be free from infringement of any patent,
copyright or mask work registration of any third Party(s) or as an obligation to
defend any actions brought by any third Party(s) alleging infringement of, or
claims for damages with respect to, any patent, copyright or mask work
registration.
3. Xxxxxxx assumes no liability except as expressly provided in these terms and
conditions. In no event shall Xxxxxxx be liable, whether in contract, tort, or
negligence, for special, indirect, incidental or consequential damages. In no
event shall Xxxxxxx'x total liability to ACTV hereunder exceed the sum paid to
Xxxxxxx by ACTV under this Agreement.
4. Xxxxxxx and ACTV agree that they will not use the other's name, either
expressed or implied, without the other's prior written consent.
5. This Agreement shall not create any association, partnership or joint venture
between the parties hereto, it being understood and agreed that the Parties are
independent contractors and neither shall have any authority to bind the other
in any way. This Agreement shall be binding upon the Parties, their heirs and
assigns and may not be assigned without the prior written consent of the other
Party.
6. This Agreement may be terminated by mutual agreement of the parties or by the
default of a Party for failure to conform to any provision of this Agreement and
failure to cure within thirty (30) days of notice of such default. ACTV may
terminate this Agreement at any time upon written notice to Xxxxxxx. Xxxxxxx
will use its best efforts to terminate the tasks being performed within thirty
(30) days from receipt of notice and will be paid at Xxxxxxx'x standard
commercial rates. ACTV will also pay to Xxxxxxx the lesser of the cost to
Xxxxxxx of all parts, supplies and equipment specific to the performance of the
particular tasks ordered prior to ACTV's default or notice of termination, or
the cost to Xxxxxxx for the cancellation of such orders. Xxxxxxx will use its
best efforts to minimize the cost to ACTV.
7. This Agreement constitute the entire contract between the Parties with
respect to the Project and supersedes all previous negotiations, comments and
writing by the Parties and shall be changed only by a writing signed by the
Parties.
8. Airline tickets and travel advance funds will be supplied to the Xxxxxxx
employees directly by ACTV. Expense reports will be submitted to ACTV.
XXXXX XXXXXXX RESEARCH CENTER, INC. ACTV'tm', Inc.
By: XXXXXXX X. XXXXXXXXXX, XX. By: XXXXXXX X. XXXXXXX
................................................. .................................................
Date 5/18/95 Date 5/18/95
Xxxxxxx X. Xxxxxxxxxx, Xx. Name Xxxxxxx X. Xxxxxxx
Director, Contracts Title: President
