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EXHIBIT 10.13
First Amendment to
WebTV Networks, Inc. - TalkCity
Content and Services Agreement
This First Amendment (the "Amendment"), effective as of July 27, 2000,
is between WebTV Networks, Inc., with a principal place of business at 1065 La
Avenida, Mountain View, California 94043 ("WNI"), and Talk City, Inc., with an
office at 1919 S. Bascom Avenue, Campbell, California 95008 ("Talk City" or
"TC").
Recitals
A. Talk City and WNI entered into that certain Content and Services
Agreement effective as of July 19, 1998 (the "Agreement").
B. Talk City and WNI desire to extend and modify the Agreement as set forth
herein.
Agreement
Now, therefore, in consideration of the mutual promises set forth herein, the
parties hereto hereby agree as follows:
1. Paragraph (j) of Exhibit A is hereby deleted and replaced in its
entirely as follows:
j. "WebTV Network Service(s)" means one or more on-line and/or off-line
services through which subscribers can obtain personal television services
and/or access to the Internet through a television viewing device, which
services are owned, controlled, managed or operated by WNI or its licensees,
whether or not under a WebTV brand, including, without limitation, all
localized, international and/or beta testing versions, demonstration versions,
and successors of the foregoing. The WebTV Network Service does not include the
destinations on the World Wide Web or the Internet that are accessed or
accessible from the above-described service.
2. The last sentence of Section 9 of the Agreement is hereby deleted,
provided WNI shall not be relieved of its obligations pursuant to Section 9.
Notwithstanding the terms of the Non-Disclosure Agreement previously entered
into between the parties on August 31, 1996, the obligations of confidentiality
and other obligations in such agreement shall continue to apply to information
disclosed by either party in connection with this Agreement until three (3)
years following the expiration or termination of this Agreement.
3. The term of the Agreement shall be extended until July 19, 2001. In
addition to each party's rights pursuant to Section 11, both parties may
terminate the Agreement, with or without cause or reason, upon one hundred and
eighty (180) days advanced written notice to the other party.
6. Section 12(a) is hereby amended to have the following address and
addresses for WNI and Talk City:
WebTV Networks, Inc.
1065 La Avenida
Mountain View, California 94043
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Attn: Vice President, Network Media Group
With a copy to:
WebTV Networks, Inc.
1065 La Avenida
Mountain View, California 94043
Attn: Law and Corporate Affairs
Talk City, Inc.
1919 South Bascom Avenue
Campbell, CA 95008
Attn: Business Affairs
7. The parties acknowledge and agree that as of the date of this Amendment,
the parties have performed their obligations pursuant to Section 1 of Exhibit E.
On and after the date of this Amendment, the parties may, in their discretion,
conduct promotions and co-marketing of the type set forth in such section, or as
the parties otherwise mutually agree, but shall have no obligation to do so.
8. Except as set forth above, the Agreement shall remain in full force and
effect as modified herein.
IN WITNESS WHEREOFF, the parties hereto have executed this Agreement by
respective duly authorized officers effective as of the date first written
above.
Talk City, Inc. WebTV Networks, Inc.
By: /s/ Peter Friedman By: /s/ Joe Poletto
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Name: Peter Friedman Name: Joe Poletto
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Title: CEO Title: V.P.
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