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Exhibit
10.3
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Exhibit 10.3
as filed with
10-Q |
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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. |
T HIRD A
MENDMENT TO L ICENSING
AND M ARKETING A
GREEMENT
This T HIRD
A MENDMENT TO THE L
ICENSING AND M
ARKETING A GREEMENT (this
“Third Amendment”) is made and entered into as of June
22, 2007 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 and that certain Second Amendment dated October 23, 2006;
and
W
HEREAS , the Parties wish to further modify and
amend the Agreement as explicitly set forth in this Third
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 .
Section 8.2(a) of the Agreement is hereby deleted in its
entirety and replaced with the following:
“ (a) TiVo shall
provide the maintenance and support services described in Exhibit L
for the TiVo Experience Software, which services shall be provided
during the Term for no additional consideration. As a condition to
Comcast TIMS Acceptance, the Parties shall enter into a maintenance
and support agreement for the TIMS Solution (or an amendment to
Exhibit L), providing for maintenance and support services with
respect to the TIMS Solution on substantially the same terms as
described in Exhibit L (but with such modifications thereto as are
appropriate for the TIMS Solution, including the remedies
applicable thereto), [*] .”
2. T I V
O E XPERIENCE S OURCE
C ODE E SCROW . Section 19.2
of the Agreement is hereby deleted in its entirety and replaced
with the following:
“As a condition to
Comcast TE Acceptance, the Parties shall enter into a source code
escrow agre
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