Exhibit 10.1
AMENDMENT TO
TRIBUNE MEDIA SERVICES LICENSED
DATA AGREEMENT
This Amendment
(“Amendment”) is made and entered into as of the later
of the two signature dates below, by and between Tribune Media
Services, Inc., (“TMS”), a Delaware corporation having
a place of business at 435 N. Michigan Ave., Chicago, IL 60611, and
TiVo Inc. (“TiVo”), a Delaware corporation having a
place of business at 2160 Gold Street, Alviso, California 95002,
and amends that certain Licensed Data Agreement between TMS and
TiVo dated May 14, 2007 (the “Agreement”). Each
capitalized term used and not defined in this Amendment shall have
the meaning set forth in the Agreement.
WHEREAS, TMS and TiVo wish to change the manner in which
the parties scope and perform development initiatives for improving
TMS Licensed Data from the procedures set forth in the
Agreement.
THEREFORE,
in consideration of the mutual
promises set forth below and in Agreement, and intending to be
legally bound, the parties agree as follows:
1. Section 8(g).
Section 8(g) is hereby deleted
and replaced with the following:
(g) Development
Initiatives.
(1) Development Requests :
TiVo may request, in writing, quality improvements and other
enhancements to the TMS Licensed Data “Development
Requests”). Starting on October 1, 2007, TiVo may make
up to two (2) Development Requests in each calendar quarter,
not including the “Initial Development Requests,”
defined below. TiVo can provide a relative priority of a given
Development Request, and in the case of multiple pending requests,
TMS will follow such priority in responding. Notwithstanding the
foregoing, TiVo may change the priority of or withdraw any pending
Development Request until such time as TMS begins work on the
corresponding Scope Document (defined below).
(2) Response/Scope Documents
: TMS will respond in writing to each Development Request by
providing TiVo with a high-level scope document (“Scope
Document”). Each Scope Document will outline the feasibility,
recommended approach, cost to TiVo (if any), and a good faith
estimate of the timeframe for implementing a given Development
Request. TMS will provide a Scope Document within fifteen
(15) business days of receipt of a Development Request. If
TiVo makes multiple Development Requests, TMS will provide Scope
Documents sequentially, every 15 business days, until TMS has
responded to all such requests. If TMS poses questions to TiVo in
response to a Development Request, then the above due dates will be
extended by the number of days (if any) it takes for TiVo to
respond to such TMS questions. If TMS determines that a given
Development Request cannot be adequately scoped within the given
timeframe due to its size or complexity, TMS will submit a draft
Scope Document within the given timeframe that includes the
delivery date for the final Scope Document. TiVo agrees to respond
to TMS questions, in writing, within 5 business days. Tivo agrees
to accept or ask questions about a Scope Document within fifteen
(15) business days after TiVo’s receipt thereof, or that
Scope Document will be deemed accepted.
(3) Development : After TiVo
receives a Scope Document, TiVo may request in writing that TMS
proceed with development. TMS, in turn, will use commercially
reasonable efforts to implement development requests. Prior to TMS
commencing work on a development initiative, the parties will
mutually agree upon acceptance standards and the scope of the
project in writing. If the project solely benefits TiVo, then
development and licensing fees will be negotiated in good faith
between TiVo and TMS (either to be credited against the Development
Cost Commitment (defined below), or, if the Development Cost
Commitment has been ex
