EXHIBIT 10.11
CONFIDENTIAL
SECOND AMENDMENT TO INTERACTIVE SERVICES AGREEMENT
This Second Amendment to Interactive Services Agreement (this "Second
Amendment"), effective as of October 16, 2000 (the "Second Amendment Effective
Date"), is made and entered into by and between America Online, Inc. ("AOL"), a
Delaware corporation with its principal offices at 00000 XXX Xxx, Xxxxxx,
Xxxxxxxx 00000, and iVillage, Inc. ("Interactive Content Provider" or "ICP"), a
Delaware corporation, with its principal offices at 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000. Defined terms that are used but not defined herein shall
be as defined in the Interactive Services Agreement between AOL and ICP
effective as of December 31, 1998, as amended by an Amendment to Interactive
Services Agreement effective as of August 27, 1999 (collectively, the
"Agreement"). The meanings given to terms that are defined in this Second
Amendment and which are not defined in the Agreement shall apply in the
Agreement.
INTRODUCTION
AOL and ICP are parties to that certain Second Addendum to Interactive
Services Agreement effective as of February 20, 2000 (the "Second Addendum"),
which provides for certain temporary promotion by AOL of an astrology site on
the Internet controlled by ICP. Nothing herein shall invalidate or modify the
Second Addendum.
The Parties wish to amend the Agreement.
It is therefore agreed as follows:
1. Extension of Term. The Parties wish to extend the Initial Term of
the Agreement through January 31, 2001 on a pro-rata basis (the "Extension
Term"). The dates on which the Parties must provide the Put Notice and Call
Notice, as defined in Sections 6.1.1 and 6.1.2, respectively, of the Agreement,
shall also be extended on a pro-rata basis.
2. Cash Payments. ICP shall pay AOL Two Hundred Sixty-Eight Thousand
Nine Hundred Eight Dollars ($268,908) during the Extension Term.
3. In-Kind Programming and Promotion. During the Extension Term, ICP
shall provide AOL with the equivalent of One Hundred Fourteen Thousand Four
Hundred Forty-Four Dollars ($114,444) made up of the in-kind commitments
specified on Exhibit E of the Agreement in the amounts and with the bona-fide
values listed on such exhibit.
4. Impressions Guarantee. AOL shall provide ICP with at least Four
Million Six Hundred Fifty-Five Thousand Two Hundred Ninety-One (4,655,291)
Impressions from ICP's presence on the AOL Network during the Extension Term.
5. Order of Precedence. This Second Amendment is supplementary to and
modifies the Agreement. The terms of this Second Amendment supersede provisions
in the Agreement only to the extent that the terms of this Second Amendment and
the Agreement expressly conflict. However, nothing in this Second Amendment
should be interpreted as invalidating the Agreement, and provisions of the
Agreement will continue to govern relations between the parties insofar as they
do not expressly conflict with this Second Amendment.
6. Counterparts: Facsimile. This Second Amendment may be executed in
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same document. This Second Amendment, and
amendments and modifications hereof, may be executed by facsimile.
IN WITNESS WHEREOF, the Parties hereto have executed this Second
Amendment as of the date first written above.
AMERICA ONLINE, INC. iVILLAGE, INC.
By: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxx
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Name: Xxxxxxxx X. Xxxxx Name: Xxxxx Xxxxx
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Title: Vice President, Business Affairs Title: Executive Vice President,
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Operations and Business Affairs
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