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Sectors: Computer Software and Services, Media
Effective Date: July 06, 2001
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EXHIBIT 10.8


THIRD AMENDMENT TO PREMIER SPORTS INFORMATION AND COMMERCE
AGREEMENT


This Third Amendment to Premier Sports Information and Commerce Agreement (this "Amendment"), effective as of July 6, 2001 (the "Amendment Date"), is made and entered into by and between America Online, Inc. ("AOL"), a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, VA 20166 and SportsLine.com, Inc. (f/k/a SportsLine, USA, Inc.) ("ICP"), a Delaware corporation, with its principal offices at 2200 West Cypress Creek Road, Fort Lauderdale, Florida 33309 (each a "Party", collectively, the "Parties"). The Parties entered into a Premier Sports Information and Commerce Agreement, effective as of October 1, 1998, as subsequently amended (the "Agreement"). AOL and ICP now desire to renew the Agreement on the terms and conditions set forth herein. All terms used in this Amendment but not defined herein shall have the meanings given thereto in the Agreement. AOL and ICP hereby agree to amend the Agreement as follows:


1. General. References in the Agreement to "this Agreement" or "the
Agreement" (including indirect references such as "hereunder,"
"hereby," "herein" and "hereof") shall be deemed to be references to
the Agreement as previously amended and as amended by this Amendment.
References to the Effective Date in the Agreement shall be deemed to be
a reference to October 1, 2001 during the Renewal Term (as defined
below).


2. Renewal. Notwithstanding the provisions of Section 8.1 A ("Term") and
8.1B ("AOL Option") of the Agreement, the Parties agree to renew the
Agreement upon the terms and conditions set forth in this Amendment.
All terms and conditions set forth in the Agreement shall apply to the
Renewal Term (as defined below) as such terms and conditions are
amended in this Amendment. Unless otherwise expressly set forth herein,
all terms and conditions set forth herein shall be applicable to the
Renewal Term and not the Initial Term. Beginning on October 1, 2001,
Section 8.1 shall be replaced in its entirety with the following:


8.1 Term. This Agreement shall commence on October 1, 1998, and
continue until September 30, 2001 ("Initial Term"), unless
earlier terminated as provided herein. The Agreement shall be
renewed for a period of five (5) years, beginning on October
1, 2001 (the "Renewal Term"), unless earlier terminated as
provided herein.


8.1.1 The Parties have entered into that certain Interactive Media
Rights Agreement dated as of July 6, 2001 by and among the
Parties, CBS Broadcasting, Inc. ("CBS") and NFL Enterprises
("NFLE") with respect to the production, hosting and
monetization of NFL.com (the "NFL Agreement").


8.1.2 AOL shall have the immediate right to terminate the Agreement
at any time during the Renewal Term in the event (a) of an
expiration or earlier termination of the NFL Agreement and/or
the CBS Agreement attached as Exhibit E-1, or (b) in the event
that AOL, CBS, NFLE or ICP individually or collectively is/are
no longer a party to the NFL Agreement; provided that AOL
gives ICP *** prior written notice thereof which, if
applicable, must be delivered no later than *** after such
expiration or termination of the NFL Agreement or such date on
which AOL, CBS, NFLE or ICP, as applicable, is/are no longer a
party to the NFL Agreement. In the event AOL withdraws from
the NFL Agreement pursuant to Section 24.8 of the NFL
Agreement (but not pursuant to any other provision of the
Agreement, including Section 29), the restrictions on ICP's
use of User Information set forth in this Agreement shall not
apply to ICP.


8.1.3 Notwithstanding anything to the contrary in this Agreement, in
the event AOL or CBS withdraws from the NFL Agreement because
of a Change of Control of Viacom or one of the other parties
to the NFL Agreement as provided under


CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.


Section 29 of the NFL Agreement, such termination shall effect
an automatic and contemporaneous termination of this
Agreement.


8.1.4 In the event that the Agreement is still in effect as of July
31, 2004, but the NFL Agreement is not in effect or AOL or ICP
is no longer a party to the NFL Agreement, as of July 31,
2004, AOL shall have the right to terminate this Agreement,
effective September 30, 2004, by giving ICP written notice
thereof prior to ***.


3. Section 1.1 Beginning on October 1, 2001, Section 1.1 ("Carriage;
Placements; Promotions") shall be deleted in its entirety and replaced
with the following:


1.1 Carriage; Placements; Promotions. Beginning on October 1,
2001, AOL shall provide ICP with the promotions (the
"Promotions") set forth on Exhibit H, which Promotions shall
link to an ICP Internet Site(s). None of the Promotions may be
used to promote Fantasy Sports Products which are
substantially similar to the AOL Fantasy Sports Products as
defined in Exhibit E.


4. Section 1.1.2 and 1.1.3. Beginning on October 1, 2001, Sections 1.1.2
("ROS Advertisements") and 1.1.3 ("AOL Promotion of ICP Commerce")
shall be deleted in their entireties.


5. New Section 1.1.2. Beginning on October 1, 2001, the following new
section 1.1.2 shall be added to the Agreement:


1.1.2. Fantasy Sports Products. ICP shall provide the AOL Fantasy
Sports Products for the AOL Property(ies)as set forth in
Exhibit E. In the event the NFL Agreement expires, terminates
or AOL withdraws from the NFL Agreement (each an "NFL
Expiration") but provided AOL does not exercise its right to
terminate this Agreement, ICP shall provide Commissioner,
Fantasy and Challenge for Fantasy Sports Products for each NFL
playing season on the same terms and conditions as the AOL
Fantasy Sports Products (provided that, in the event there are
less than four (4) months between the NFL Expiration and the
commencement of the next NFL season, ICP shall provide a
framed version of each of the Commissioner, Fantasy and
Challenge Fantasy Sports Products for such season only);
except that, if the Fantasy Sports Products are offered for a
whole season, the Annual Registration Target shall be
increased by *** (which may be decreased by *** for
Commissioner, *** for Fantasy and *** for Challenge in the
event such games are subscription-based and AOL exercises its
right pursuant to Sub-section 7.4(b) or 7.4(c) herein). ICP
shall have the sole and exclusive right to sell all Fantasy
Advertising Inventory. ICP hereby grants AOL the right to sell
*** of the Fantasy Advertising Inventory. ICP shall have the
sole and exclusive right to sell all Fantasy Sponsorship
Inventory. The Parties acknowledge that as of June 15, 2001,
AOL has a valid and binding commitment to ***. (***
impressions per year during the Renewal Term) ("Preexisting
Third Party Fantasy Commitment"), with respect to Fantasy
Sponsorship Inventory. ICP agrees to make "feature" (e.g.
sponsorship of standings page) Fantasy Sponsorship Inventory
available to AOL to allow AOL to fulfill Preexisting Third
Party Fantasy Commitment (under no circumstances shall such
Fantasy Sponsorship Inventory include any "presenting" Fantasy
Sponsorship Inventory). The Parties shall coordinate with each
other their respective sales efforts in order to avoid
conflicts and/or confusion in the marketplace. AOL shall be
prohibited from running any Fantasy Advertising Inventory
which conflicts with any category exclusivity granted by ICP
with respect to Fantasy Sponsorship Inventory of which AOL has
been given written notice by ICP. ICP, exclusively, will
manage all Fantasy Advertising Inventory and Fantasy
Sponsorship Inventory through proprietary ICP or third party
advertising management software and tools as determined by ICP
in its sole discretion, unless ICP


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CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.


elects, in its sole discretion, to permit AOL to serve and
manage its respective share of Fantasy Advertising Inventory.


6. Section 1.1.4. Beginning on October 1, 2001, Section 1.1.4
("Guarantee") shall be replaced in its entirety with the following:


During the Renewal Term, AOL shall provide ICP with at least ***
Impressions from ICP's presence on the AOL Network (the "Aggregate
Impressions Guarantee") and AOL shall use commercially reasonable
efforts to deliver the Aggregate Impressions Guarantee Impressions
evenly from year to year over the Renewal Term. At least *** of the
Aggregate Impressions Guarantee shall be delivered on the Targeted
Screens. For purposes of this Agreement, ICP's presence on an AOL
screen shall conform to the specifications set forth on Exhibit D
(each, an "ICP Presence"), provided that only screens that contain a
Link to the ICP Internet Site(s), the Private Store or the AOL Fantasy
Sports Products will count against the Aggregate Impressions Guarantee.
In the event there is (or will be in AOL's reasonable judgement) a
shortfall in the Aggregate Impressions Guarantee as of the end of the
Renewal Term (a "Final Shortfall"), AOL shall provide ICP, by no later
than *** following the expiration of the Renewal Term, as ICP's sole
remedy, with Impressions on the AOL Network which are equal to or
greater than the number of undelivered Impressions comprising the Final
Shortfall (with allocation between Targeted Screens and Impressions, as
applicable).


7. Exhibit H. Beginning on October 1, 2001, Exhibit H ("Carriage") shall
be deleted in its entirety and replaced with the amended Exhibit H set
forth in Attachment 1.


8. Section 1.2. Beginning on October 1, 2001, Section 1.2.1 ("Comparable
Commerce Placements in the Event of a Redesign") shall be deleted in
its entirety and the following shall be added after the proviso
contained in the third sentence of Section 1.2.2 ("Content of
Promotions") ("provided, however...Premier Products as a whole"):
"Notwithstanding the foregoing, AOL may, upon payment by AOL to ICP of
***, delete the preceding proviso (which would have the affect of
revoking (A) ICP's right to sell the Premier Products or Other
Products, and (B) ICP's ability to promote the Premier Products and
Other Products on the AOL Properties).


The following shall be added to the end of Section 1.2.3:


"ICP shall ensure that the Licensed Content within the ICP Internet
Site (as defined herein), in the aggregate, is equal to the Content
distributed by ICP, in the aggregate, in the same or similar
category(ies) through any ICP Interactive Site(s) in all material
respects, including without limitation, quality, breadth, depth,
timeliness, functionality, features, prices of products and services
and terms and conditions; provided that, such requirement shall not
supercede other terms and conditions applicable to the ICP Internet
Sites or Licensed Content under this Agreement."


9. Sections 1.3, 1.4, 1.5. Except as provided for herein, during the
Renewal Term, ICP shall not be entitled to any Premier Status or other
exclusive or premier rights under the Agreement. As such, beginning on
October 1, 2001, Sections 1.3 ("Premier Status"), 1.4 ("Permissible AOL
Activities") and 1.5 ("No Bad Faith Circumvention") and any other terms
and conditions of the Agreement related to ICP's Premier Status or any
exclusive or premier right of ICP, shall be deleted in its entirety and
of no further force or effect (the parties agree that nothing in this
Section 9 shall be construed to limit ICP's right to sell Premier
Products, subject to AOL exercising its option to revoke such right to
sell pursuant to Section 1.2.2 of the Agreement as amended pursuant to
Paragraph 8 of this Amendment). The following shall be added as a new
Section 1.3 ("Premier Status"):


"ICP shall be the Premier Fantasy Sports Game Provider on the Fantasy
Channel (as defined in Exhibit E). As used herein, "Premier Fantasy
Sports Game Provider" means that: (A) If AOL decides to have a new AOL
branded Fantasy Sports Game built by a third party for inclusion in the
Fantasy Channel ("New Games"), (i) AOL shall notify ICP thereof and ICP
shall have the


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CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.


exclusive right to negotiate with AOL regarding such opportunity for a
period of *** after the provision of such notice, and (ii) AOL will not
enter into a definitive written agreement with any third party
regarding such opportunity during such *** period, (B) AOL may not
promote third party Fantasy Sports Products on the AOL Service Sports
Channel which substantially replicate the interactive user game play
experience of the AOL Fantasy Sports Products ("Competitive Fantasy
Sports Products"), and (C) in the Fantasy Channel, the AOL Fantasy
Sports Products, in the aggregate, shall be the most prominently
promoted (i.e., in terms of size, position and number of Permanent
placements on an aggregate basis) Fantasy Sports Products. Nothing
contained herein shall limit in any way AOL's ability to promote
Fantasy Sports Products developed, distributed and provided by ***
and/or *** anywhere on the AOL Network, including without limitation,
the Fantasy Channel.


10. Sections 2.2(ii) and (iv), 2.4. and 2.5. Beginning on October 1, 2001,
section 2.2(ii) and (iv), 2.4 and 2.5 shall be deleted in their
entireties.


11. Section 3.3. Beginning on October 1, 2001, Sections 3.3.1 through 3.3.5
("Carriage and Promotional Fee") shall not be applicable to the
Promotions provided during the Renewal Term. Beginning on October 1,
2001, the following Sections 3.3.6 and 3.3.7 shall apply to Promotions
provided during the Renewal Term:


3.3.6 In-Kind Programming and Promotion. ICP shall provide AOL with
the programming and promotional commitments specified on
Exhibits E and E-1 (the "ICP In-Kind Commitments"). Without
limiting any other rights or remedies available to AOL, AOL's
carriage, promotion and impressions commitments specified in
Section 1.1 herein are and will be contingent, upon provision
by ICP of the ICP In-Kind Commitments in accordance with
Exhibit E and Exhibit E-1.


3.3.7 Renewal Term Carriage and Promotional Fee. ICP shall pay AOL
the following consideration (collectively, the "Renewal Term
Consideration"):


(a) On or before July 18, 2001, ICP shall pay to AOL one million
dollars ($1,000,000) in cash (the "Initial Cash Payment"), provided
further that, if the Initial Cash Payment is not paid to AOL by July
20, 2001, then AOL may terminate this Agreement, with no further
liability or obligation on the part of either party;


(b) On or before July 18, 2002, provided that notice of termination of
this Agreement has not been given by AOL to ICP pursuant to Section 8.1
prior to such date, ICP shall perform one of the following three
obligations (ICP shall, in its sole option, elect which option it will
perform, subject to the limitations set forth in Section 3.3.7(e)): (i)
issue irrevocable instructions to its transfer agent to issue to AOL as
soon as reasonably possible a number of shares of ICP Common Stock
having a Fair Market Value (as defined herein) equal to $2,000,000;
(ii) pay to AOL an amount in cash equal to $2,000,000; or (iii) a
combination of (x) paying to AOL an amount in cash and (y) issuing
irrevocable instructions to its transfer agent to issue to AOL as soon
as reasonably possible a number of shares of ICP Common Stock having a
Fair Market Value equal to $2,000,000 less the amount of cash paid
pursuant to (iii)(x) (any shares of ICP Common Stock issued to AOL by
ICP pursuant to this Section 3.3.7(b) shall be referred to herein as
the "First Anniversary Shares");


(c) On or before July 18, 2003, provided that notice of termination of
this Agreement has not been given by AOL to ICP pursuant to Section 8.1
prior to such date, ICP shall perform one of the following three
obligations (ICP shall, in its sole option, elect which option it will
perform, subject to the limitations set forth in Section 3.3.7(e): (i)
issue irrevocable instructions to its transfer agent to issue to AOL as
soon as reasonably possible a number of shares of ICP Common Stock
having a Fair Market Value of $1,000,000; (ii) pay to AOL an amount in
cash equal to $1,000,000; or (iii) a combination of (x) paying to AOL
an amount in cash and (y) issuing irrevocable instructions to its
transfer agent to issue to AOL as soon as reasonably possible a number
of shares of ICP Common Stock having a Fair Market Value equal to
$1,000,000 less the amount of cash paid


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CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.


pursuant to (iii)(x) (any shares of ICP Common Stock issued to AOL by
ICP pursuant to this Section 3.3.7(c) shall be referred to herein as
the "Second Anniversary Shares");


(d) For purposes of this Section 3.3.7, "Fair Market Value" shall mean
the average of the closing prices of the ICP Common Stock on the Nasdaq
National Market (or if the ICP Common Stock is listed on a nationally
recognized securities exchange, on the primary stock exchange on which
it is listed) for the five (5) trading days ending on July 17, 2002 (or
if such date is not a trading day, the next preceding trading day),
with respect to the First Anniversary Shares or July 17, 2003 (or if
such date is not a trading day, the next preceding trading day), with
respect to the Second Anniversary Shares, as applicable;


(e) In no event shall ICP issue to AOL pursuant to either Section
3.3.7(b) or Section 3.3.7(c) (i) a number of shares of ICP Common Stock
which would result in AOL becoming the beneficial holder of more than
*** of the outstanding shares of ICP Common Stock on a fully diluted
basis as of the date of such issuance, including the shares of ICP
Common Stock to be issued to AOL on such date and assuming the
conversion or exercise of all securities held by AOL that are
convertible into or exc
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