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Exhibit
10.64
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| Exhibit
10.64 as filed with 10-K |
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Confidential treatment has been requested for portions of
this exhibit. The copy filed herewith omits the information subject
to the confidentiality request. Omissions are designated as [*]. A
complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. |
S IXTH A
MENDMENT TO L ICENSING
AND M ARKETING A
GREEMENT
This S IXTH
A MENDMENT TO THE L
ICENSING AND M
ARKETING A GREEMENT (this
“Sixth Amendment”) is made and entered into as of
March 27, 2008 by and among Comcast STB Software DVR, LLC,
Comcast Corporation, and TiVo Inc. (collectively, the
“Parties”).
R
ECITALS
W
HEREAS , the Parties entered into that certain
Licensing and Marketing Agreement having an effective date of
March 15, 2005 (the “Agreement”);
W
HEREAS , the Parties have previously amended the
Agreement via that certain First Amendment dated March 27,
2006, that certain Second Amendment dated October 23, 2006,
that certain Third Amendment dated June 22, 2007, that certain
Fourth Amendment dated August 27, 2007, and that certain Fifth
Amendment dated February 15, 2008; and
W
HEREAS , the Parties wish to further modify and
amend the Agreement as explicitly set forth in this Sixth
Amendment.
N OW , T
HEREFORE , the Parties agree as
follows:
A
GREEMENT
Unless stated otherwise, capitalized
terms used herein shall have the meanings set forth in the
Agreement.
1. M AINTENANCE
AND S UPPORT . Sections 8.2(a)
and 8.2(b) of the Agreement are hereby deleted in their entirety
and replaced with the following:
“ (a) Exhibit L
sets forth the maintenance and support services to be provided by
TiVo for the TiVo Experience Software and the TIMS Solution during
the Term.
(b) Subject to payment
by Licensee of the Annual M&S Fees set forth in
Section 8.2(e) below, TiVo shall provide the maintenance and
support services described in Exhibit L for the TiVo Experience
Software and the TIMS Solution. For the sake of clarity, the Annual
M&S Fee is in exchange for maintenance and support services
associated with the TiVo Experience Software and the TIMS Solution.
Collectively, these services are referred to as the “
M&S Services ”.”
2. E XHIBIT L.
Exhibit L to the Agreement is hereby deleted in its entirety and
replaced with Exhibit L attached hereto.
3. E FFECT
OF A MENDMENT . Except as
expressly modified herein, all other terms and conditions of the
Agreement remain in full force and effect. Except as and to the
extent amended hereby, the Agreement is hereby ratified and
affirmed in all respects.
I N W
ITNESS W HEREOF , the undersigned
Parties have caused this Sixth Amendment to be executed by their
duly authorized representatives.
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| COMCAST CORPORATION |
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COMCAST STB SOFTWARE DVR, LLC |
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TIVO INC. |
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| By: |
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/s/ Arthur R.
Block |
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By: |
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/s/ James P.
McCue |
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By: |
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/s/ Jeff Klugman |
| Name: |
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Arthur R.
Block |
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Name: |
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James P.
McCue |
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Name: |
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Jeff
Klugman |
| Title: |
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Senior Vice
President |
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Title: |
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President |
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Title: |
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Senior
Vice President |
2
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| Exhibit
10.64 as filed with 10-K |
|
Confidential treatment has been requested for portions of
this exhibit. The copy filed herewith omits the information subject
to the confidentiality request. Omissions are designated as [*]. A
complete version of this exhibit has been filed separately with the
Securities and Exchange Commission. |
E XHIBIT L
– M AINTENANCE AND S
UPPORT
In accordance with the terms of the
Agreement to which this Exhibit L is attached and into which it is
incorporated by this reference, subject to payment of the Annual
M&S Fees described in Section 8.2(e) of the Agreement,
TiVo will provide maintenance and support services to assist
Comcast with its deployment of the TIMS Solution and TiVo
Experience Software. Provision of such services shall be in
accordance with the following provisions.
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1. |
Software Fixes . TiVo shall provide Comcast with all bug
fixes, patches, revisions, error corrections and similar software,
documentation or other materials for the TiVo Experience Software
and TIMS Solution. Any such deliverables shall be considered part
of the TiVo Experience Software and TIMS Solution for the purposes
of this Agreement and subject to all the rights and obligations of
the parties with respect thereto. |
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2. |
Supported Versions . TiVo will provide, [*] the
services described in this Exhibit L in relation to any particular
TiVo Release for up to [*] following acceptance of such
release, regardless of whether TiVo makes subsequent Releases.
Notwithstanding the foregoing, TiVo will support the [*] of
each of the TiVo Experience Software and TIMS Solution, [*]
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3. |
Multivendor Coordination . TiVo will use commercially
reasonable efforts to work with Comcast Vendors to resolve
technical problems. When problems reported on TiVo products involve
interactions with other Comcast Vendors’ products and Comcast
has a support agreement (or similar agreement) with that vendor,
TiVo will cooperate with such Comcast Vendor in the sharing of
diagnostic information and in collaborating to provide a
solution. |
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3A. |
TiVo’s Dependence on Comcast and other Comcast
Vendors . TiVo’s obligation to provide the support
services on the timeframes described in Paragraph 5(c) of this
Exhibit L is subject, to the extent necessary, to timely
cooperation from Comcast and Comcast Vendors whose products
interact with the TiVo Experience Software or TIMS Solution, as
applicable, in order to reproduce and diagnose the problem. For the
avoidance of doubt, lack of cooperation from Comcast or other
Comcast Vendors will not relieve TiVo of its obligation to correct
an Error (as defined below), and TiVo shall continue to comply with
its obligations hereunder on the timeframes described in Paragraph
5(c) to the fullest extent possible in the absence of such
cooperation, but thereafter, if and to the extent such lack of
cooperation persists, TiVo’s obligation to comply with the
response time requirements related to such Error shall be extended
[*] based on the extent of the delay in such cooperation.
Upon submission of any incident or Error report by Comcast, TiVo
shall notify Comcast of any Comcast or Comcast Vendor cooperation
that TiVo believes is necessary for it to correct such Error, and
thereafter TiVo shall immediately notify Comcast (such notification
in conformance with Paragraph 9, below) if it believes that it is
not timely receiving any such cooperation from Comcast and/or
Comcast Vendors. From time to time upon Comcast’s request,
TiVo shall provide Comcast with additional information relating to
the nature of the cooperation being sought, including its relevance
to the Error in question. |
| [*] |
Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the
omitted portions. |
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4. |
Consultations and Enhancements . TiVo shall consult with
Comcast regarding its planned development of Updates and new
Releases to the TiVo Experience Software and TIMS Solution. From
time to time Comcast may provide to TiVo a list of material
enhancements that Comcast requests be included in an Update or
Release to the TiVo Experience Software or TIMS Solution. TiVo and
Comcast will discuss the enhancements requested by Comcast for
inclusion in an Update or Release in good faith. |
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5. |
Software Errors . TiVo will correct [*] software
bugs or errors in the TiVo Experience Software or TIMS Solution
that cause the applicable Comcast Products to fail to operate in
accordance with the agreed specifications during the Term (herein,
an “Error”), in accordance with the following
procedures: |
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a. |
Notification . Comcast shall promptly notify TiVo of any
Error and will provide TiVo with sufficient supporting information
and materials reasonably requested by TiVo to verify, diagnose and
correct the reported Error, all in accordance with the procedures
to be established by the Parties pursuant to Paragraph 7
below. |
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b. |
Incident Submission . An “incident” is
defined as a single unexpected event with specific symptoms
encountered while using the TIMS Solution or TiVo Experience
Software. Support services will include action to verify the
existence of |
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