Common use of Spots Clause in Contracts

Spots. (a) NBCi shall develop and produce fifteen (15) and thirty (30) second advertising spots to promote the next generation Internet services available on the Co-Branded site accessible through Advertiser's high-speed Internet services (the "Spots"). Advertiser shall [*]. Use of each Spot will be subject to Advertiser's approval, not to be withheld or delayed unreasonably. NBCi will instruct NBC TV to telecast the Spots on NBC TV on the Dates, Days and Times mutually agreed by NBCi and Advertiser (subject to NBCi's available inventory and prior sales commitments); provided, however, that in the event that no such agreement is reached with regard to the number or value of Spots to be broadcast in any calendar quarter or year, NBCi may propose and implement a reasonable schedule for the broadcast of Spots in accordance with the terms of Section 2 below and based upon Advertiser's reasonable request for such schedule. An initial schedule for the first quarter of 2000 shall be determined as soon as practicable following the date hereof. All spots run by Advertiser pursuant to this Letter Agreement shall be subject to NBC TV's standard terms and conditions for such advertising which are described in the "Participating Sponsorship Agreement" attached hereto as Exhibit A (the "Standard Terms") and which are made a part of this Letter Agreement in their entirety; provided, however, that in the case of a conflict [*] The Registrant has requested confidential treatment for certain portions of this exhibit. The omitted portions have been separately filed with the Commission. 2 between the terms of this Letter Agreement and the terms of the Standard Terms, the terms of this Letter Agreement shall govern. For purposes of the Standard Terms, Advertiser shall be both the "Advertiser" and the "Agency" as such terms are used therein. (b) With respect to the placement or telecast of Advertiser's Spots in any particular Program, Advertiser acknowledges that NBC TV may reject such placement or telecast if such placement or telecast would compete with or violate the rights of any other advertiser, sponsor or supplier of such Program or program category, as determined by NBC TV in its sole discretion and in good faith; it being understood that NBCi's aggregate commitments set forth in Section 2 below shall not be affected by any such rejection. (c) Advertiser may elect to substitute up to [*] of the value of Spots to be provided by NBCi in any given financial quarter with an equivalent value of on-line advertising at [*] of the applicable NBCi standard rate card, subject to the restrictions set forth in Section 7.5 ("Online Promotions") of the Operating Agreement among NBCi, NBC TV, and Advertiser dated December 13th, 1999 (the "Operating Agreement"), provided that Advertiser gives NBCi three-months prior written notice.

Spots. (a) NBCi shall develop and produce fifteen (15) and thirty (30) ----- second co-branded advertising spots to promote the next generation Internet services available on the Co-Branded site accessible through Advertiser's high-high- speed Internet services (the "Spots"). Advertiser shall [*]reimburse NBCi 25% of ----- all production expenses for each Spot within thirty (30) days of the completion of such Spot. Use of Telocity marks in each Spot will be subject to Advertiser's approval, not to be withheld or delayed unreasonably. NBCi will instruct NBC TV to telecast the Spots on NBC TV on the Dates, Days and Times mutually agreed by NBCi and Advertiser (subject to NBCi's available inventory and prior sales commitments); provided, however, that in the event that no such -------- ------- agreement is reached with regard to the number or value of Spots to be broadcast in any calendar quarter or year, NBCi may propose and implement a reasonable schedule for the broadcast of Spots in accordance with the terms of Section 2 below and based upon Advertiser's reasonable request for such schedule. An initial schedule for the first quarter of 2000 shall be determined as soon as practicable following the date hereof. All spots run by Advertiser pursuant to this Letter Agreement shall be subject to NBC TV's standard terms and conditions for such advertising which are described in the "Participating Sponsorship Agreement" attached hereto as Exhibit A (the "Standard Terms") and which are -------------- made a part of this Letter Agreement in their entirety; provided, however, that -------- ------- in the case of a conflict [*] The Registrant has requested confidential treatment for certain portions of this exhibit. The omitted portions have been separately filed with the Commission. 2 between the terms of this Letter Agreement and the terms of the Standard Terms, the terms of this Letter Agreement shall govern. For purposes of the Standard Terms, Advertiser shall be both the "Advertiser" and the "Agency" as such terms are used therein. (b) With respect to the placement or telecast of Advertiser's Spots in any particular Program, Advertiser acknowledges that NBC TV may reject such placement or telecast if such placement or telecast would compete with or violate the rights of any other advertiser, sponsor or supplier of such Program or program category, as determined by NBC TV in its sole discretion and in good faith; it being understood that NBCi's aggregate commitments set forth in Section 2 below shall not be affected by any such rejection. (c) Advertiser may elect to substitute up to [*] 15% of the value of Spots to be provided by NBCi in any given financial quarter with an equivalent value of on-line advertising at [*] 100% of the applicable NBCi standard rate card, subject to the restrictions set forth in Section 7.5 ("Online Promotions") of the Operating Agreement among NBCi, NBC TV, and Advertiser dated December 13th__, 1999 (the "Operating Agreement"), provided that Advertiser gives NBCi three-three- months prior written notice.

Spots. (a) NBCi NBC shall develop and produce provide Advertiser with the use of fifteen (15) and ----- thirty (30) second advertising spots to promote the next generation Internet services available on the Co-Branded site accessible through Advertiser's high-speed Internet services (the "Spots"). Advertiser shall [*]. Use of each Spot will be subject to Advertiser's approval, not ) to be withheld or delayed unreasonably. NBCi will instruct NBC TV to telecast the Spots on NBC TV on ----- the Dates, Days and Times mutually agreed by NBCi NBC and Advertiser (subject to NBCi's available inventory and prior sales commitments)Advertiser; provided, -------- however, that in the event that no such agreement is reached with regard to the ------- number or value of Spots to be broadcast in any calendar quarter or year, NBCi NBC may propose and implement a reasonable schedule for the broadcast of Spots in accordance with the terms of Section 2 2(a) below and based upon Advertiser's reasonable request for such schedule. An initial schedule for the first quarter of 2000 shall be determined as soon as practicable following the date hereof. All spots such Spots run by Advertiser pursuant to this Letter Agreement shall be subject to NBC TV's standard terms and conditions for such advertising which are described in the "Participating Sponsorship Agreement" attached hereto as Exhibit A (the "Standard Terms") and -------------- which are made a part of this Letter Agreement in their entirety; provided, -------- however, that in the case of a conflict [*] The Registrant has requested confidential treatment for certain portions of this exhibit. The omitted portions have been separately filed with the Commission. 2 between the terms of this Letter ------- Agreement and the terms of the Standard Terms, the terms of this Letter Agreement shall govern. For purposes of the Standard Terms, Advertiser shall be both the "Advertiser" and the "Agency" as such terms are used therein. (b) With The Spots shall promote Advertiser and its high-speed Internet services only and may not advertise, promote or mention any other product, service, television program, web site or third party whatsoever (other than NBC Internet, Inc. and its products, services and websites) without the prior written consent of NBC. In addition, with respect to the placement or telecast of Advertiser's Spots in any particular Program, Advertiser acknowledges that NBC TV may reject such placement or telecast if such placement or telecast would compete with or violate the rights of any other advertiser, sponsor or supplier of such Program or program category, as determined by NBC TV in its sole discretion and in good faith; it being understood that NBCiNBC's aggregate commitments set forth in Section 2 below shall not be affected by any such rejection. (c) On or before two weeks prior to the Advertiser's first scheduled Spot, Advertiser may elect shall deliver to substitute up NBC commercial material for the first of Advertiser's Spots. Advertiser acknowledges that if it fails to [*] deliver such commercial material by such date, or such commercial material is rejected in accordance with this Section 1, then NBC TV shall be deemed to have telecast Advertiser's Spots for purposes hereof even if Advertiser's Spot is not actually shown when the Program is telecast. If, after such date, Advertiser delivers any new commercial material to NBC in compliance with this Section 1 and Advertiser instructs NBC to use such new commercial material in lieu of the value commercial material previously delivered to NBC, then NBC will use reasonable commercial efforts to telecast such new commercial material in the Spots as soon as practicable after receipt of Spots to be provided by NBCi in any given financial quarter with an equivalent value of on-line advertising at [*] of the applicable NBCi standard rate card, subject to the restrictions set forth in Section 7.5 ("Online Promotions") of the Operating Agreement among NBCi, NBC TV, and Advertiser dated December 13th, 1999 (the "Operating Agreement"), provided that Advertiser gives NBCi three-months prior written noticesuch commercial material but not later than 72 hours after receipt.

Spots. (a) NBCi NBC shall develop and produce provide Advertiser with the use of fifteen (15) and thirty (30) second advertising spots to promote the next generation Internet services available on the Co-Branded site accessible through Advertiser's high-speed Internet services (the "Spots"). Advertiser shall [*]. Use of each Spot will be subject to Advertiser's approval, not ) to be withheld or delayed unreasonably. NBCi will instruct NBC TV to telecast the Spots on NBC TV on the Dates, Days and Times mutually agreed by NBCi NBC and Advertiser (subject to NBCi's available inventory and prior sales commitments)Advertiser; provided, however, that in the event that no such agreement is reached with regard to the number or value of Spots to be broadcast in any calendar quarter or year, NBCi NBC may propose and implement a reasonable schedule for the broadcast of Spots in accordance with the terms of Section 2 2(a) below and based upon Advertiser's reasonable request for such schedule. An initial schedule for the first quarter of 2000 shall be determined as soon as practicable following the date hereof. All spots such Spots run by Advertiser pursuant to this Letter Agreement shall be subject to NBC TV's standard terms and conditions for such advertising which are described in the "Participating Sponsorship Agreement" attached hereto as Exhibit A (the "Standard Terms") and which are made a part of this Letter Agreement in their entirety; provided, however, that in the case of a conflict [*] The Registrant has requested confidential treatment for certain portions of this exhibit. The omitted portions have been separately filed with the Commission. 2 between the terms of this Letter Agreement and the terms of the Standard Terms, the terms of this Letter Agreement shall govern. For purposes of the Standard Terms, Advertiser shall be both the "Advertiser" and the "Agency" as such terms are used therein. (b) With respect to the placement or telecast of Advertiser's Spots in any particular Program, Advertiser acknowledges that NBC TV may reject such placement or telecast if such placement or telecast would compete with or violate the rights of any other advertiser, sponsor or supplier of such Program or program category, as determined by NBC TV in its sole discretion and in good faith; it being understood that NBCiNBC's aggregate commitments set forth in Section 2 below shall not be affected by any such rejection. (c) On or before two weeks prior to the Advertiser's first scheduled Spot, Advertiser may elect shall deliver to substitute up NBC commercial material for the first of Advertiser's Spots. Advertiser acknowledges that if it fails to [*] deliver such commercial material by such date, or such commercial material is rejected in accordance with this Section 1, then NBC TV shall be deemed to have telecast Advertiser's Spots for purposes hereof even if Advertiser's Spot is not actually shown when the Program is telecast. If, after such date, Advertiser delivers any new commercial material to NBC in compliance with this Section 1 and Advertiser instructs NBC to use such new commercial material in lieu of the value commercial material previously delivered to NBC, then NBC will use reasonable commercial efforts to telecast such new commercial material in the Spots as soon as practicable after receipt of Spots to be provided by NBCi in any given financial quarter with an equivalent value of on-line advertising at [*] of the applicable NBCi standard rate card, subject to the restrictions set forth in Section 7.5 ("Online Promotions") of the Operating Agreement among NBCi, NBC TV, and Advertiser dated December 13th, 1999 (the "Operating Agreement"), provided that Advertiser gives NBCi three-months prior written noticesuch commercial material but not later than 72 hours after receipt.

Spots. (a) NBCi shall develop and produce fifteen (15) and thirty (30) second advertising spots to promote the next generation Internet services available on the Co-Branded site accessible through Advertiser's high-speed Internet services (the "Spots"). Advertiser shall [*]reimburse NBCi 25% of all production expenses for each Spot within thirty (30) days of the completion of such Spot. Use of each Spot will be subject to Advertiser's approval, not to be withheld or delayed unreasonably. NBCi will instruct NBC TV to telecast the Spots on NBC TV on the Dates, Days and Times mutually agreed by NBCi and Advertiser (subject to NBCi's available inventory and prior sales commitments); provided, however, that in the event that no such agreement is reached with regard to the number or value of Spots to be broadcast in any calendar quarter or year, NBCi may propose and implement a reasonable schedule for the broadcast of Spots in accordance with the terms of Section 2 below and based upon Advertiser's reasonable request for such schedule. An initial schedule for the first quarter of 2000 shall be determined as soon as practicable following the date hereof. All spots run by Advertiser pursuant to this Letter Agreement shall be subject to NBC TV's standard terms and conditions for such advertising which are described in the "Participating Sponsorship Agreement" attached hereto as Exhibit A (the "Standard Terms") and which are made a part of this Letter Agreement in their entirety; provided, however, that in the case of a conflict [*] The Registrant has requested confidential treatment for certain portions of this exhibit. The omitted portions have been separately filed with the Commission. 2 between the terms of this Letter Agreement and the terms of the Standard Terms, the terms of this Letter Agreement shall govern. For purposes of the Standard Terms, Advertiser shall be both the "Advertiser" and the "Agency" as such terms are used therein. (b) With respect to the placement or telecast of Advertiser's Spots in any particular Program, Advertiser acknowledges that NBC TV may reject such placement or telecast if such placement or telecast would compete with or violate the rights of any other advertiser, sponsor or supplier of such Program or program category, as determined by NBC TV in its sole discretion and in good faith; it being understood that NBCi's aggregate commitments set forth in Section 2 below shall not be affected by any such rejection. (c) Advertiser may elect to substitute up to [*] 15% of the value of Spots to be provided by NBCi in any given financial quarter with an equivalent value of on-line advertising at [*] 100% of the applicable NBCi standard rate card, subject to the restrictions set forth in Section 7.5 ("Online Promotions") of the Operating Agreement among NBCi, NBC TV, and Advertiser dated December 13th, 1999 (the "Operating Agreement"), provided that Advertiser gives NBCi three-months prior written notice.

Spots. (a) NBCi NBC shall develop and produce fifteen (15) and thirty (30) second provide Advertiser with advertising spots to promote the next generation Internet services available on the Co-Branded site accessible through Advertiser's high-speed Internet services (the "Spots"). Advertiser shall [*]. Use of each Spot will be subject to Advertiser's approval, not ) to be withheld or delayed unreasonably. NBCi will instruct NBC TV to telecast the Spots on NBC TV and CNBC on the Dates, Days and Times mutually agreed by NBCi NBC and Advertiser (subject to NBCi's available inventory and prior sales commitments)consistent with the parameters set forth in Schedule 2 hereto; provided, however, that in the event that no such agreement is reached with regard to the number or value of Spots to be broadcast in any calendar quarter or year, NBCi NBC may propose and implement a reasonable schedule for the broadcast of Spots in accordance with the terms of parameters and objectives set forth in Exhibit B for the Total Spot Value set forth in Section 2 below and based upon Advertiser's reasonable request for such schedulebelow. An initial schedule for the first quarter remainder of 2000 the 2001 calendar year shall be determined as soon as practicable following the date hereof. All spots such Spots run by Advertiser pursuant to this Letter Agreement shall be subject to NBC TV's and CNBC's standard terms and conditions for such advertising which advertising, which, in the case of NBC TV, are described in the "Participating Sponsorship Agreement" attached hereto as Exhibit A (the "NBC TV Standard Terms") and, in the case of CNBC, are described in the "Standard Terms and which Conditions" attached hereto as Exhibit B (the "CNBC Standard Terms" and together with the NBC TV Standard Terms, the "Standard Terms"). The Standard Terms are made a part of this Letter Agreement in their entirety; provided, however, that in the case of a conflict [*] The Registrant has requested confidential treatment for certain portions of this exhibit. The omitted portions have been separately filed with the Commission. 2 between the terms of this Letter Agreement and the terms of the Standard Terms, the terms of this Letter Agreement shall govern. For purposes of the Standard Terms, Advertiser shall be both the "Advertiser" and the "Agency" as such terms are used therein. (b) With The Spots shall promote Advertiser, its products and services and may not advertise, promote or mention any other product, service, television program, web site or third party whatsoever without the prior written consent of NBC. The telecast of all Spots is subject to the current standards, practices and business procedures of NBC and CNBC. NBC or CNBC, as the case may be, in its sole discretion, reserves the right to limit or withdraw the telecast of any Spots which it, at any time and in its sole discretion, deems unsuitable or in violation of its standards, practices and procedures, or if the subject matter and/or presentation is considered by NBC or CNBC, as the case may be, to be offensive, defamatory or otherwise inappropriate or inconsistent with its advertising philosophy or format. In addition, with respect to the placement or telecast of Advertiser's Spots in any particular Programprogram, Advertiser acknowledges that NBC TV or CNBC, as the case may be, may reject such placement or telecast if such placement or telecast would compete with or violate the rights of any other advertiser, sponsor or supplier of such Program program or program category, as determined by NBC TV or CNBC in its sole discretion and in good faith, provided that (i) NBC or CNBC, as the case may be, shall notify the Company as promptly as reasonably practicable in the event that any such placement or telecast shall be rejected and (ii) no placement or telecast shall be rejected on account of a placement by another advertiser if Advertiser's Spot has been purchased first in time; it being further understood that NBCiNBC's aggregate commitments set forth in Section 2 below shall not be affected by any such rejection. To the extent any of Advertiser's Spots are displaced for any of the foregoing reasons, NBC or CNBC, as the case may be, when determining the placement of replacement Spots for Advertiser, shall provide Advertiser with the most favorable treatment with respect to such displacement afforded to other advertisers whose Spots are similarly displaced; provided, however that neither NBC nor CNBC will be obligated to provide Advertiser with any more favorable rates than those set forth in Section 2 below. (c) On or before each date set forth on Schedule 1 (a "Proposal Date"), Advertiser may elect shall deliver to substitute up to [*] Victoria Rubin of NBC a written proposal that includes target audi▇▇▇▇▇, ▇▇▇▇▇▇▇sing flight dates and designated station markets for the value of Spots to be provided by NBCi in any given financial quarter with telecast during the respective Telecast Period (an equivalent value of on-line "Advertiser Proposal"). Within five business days after receiving an Advertiser Proposal, NBC shall develop a proposed advertising at [*] of telecast schedule for the applicable NBCi standard rate card, subject to respective Telecast Period based on such information and the restrictions parameters and objectives set forth in Section 7.5 ("Online Promotions") of the Operating Agreement among NBCi, NBC TV, and Advertiser dated December 13th, 1999 Schedule 2 (the "Operating AgreementProposed Schedule") and deliver the Proposed Schedule to Advertiser. Within three business days after the Proposed Schedule is delivered to Advertiser (the "Response Date"), provided Advertiser shall deliver a written response to the Proposed Schedule to Victoria Rubin of NBC requesting changes in the Proposed Schedule (▇▇▇ "▇▇▇▇▇▇▇▇"). The Response shall set forth with specificity Advertiser's requested changes in the Proposed Schedule, including requested dates and times for the Spots. Advertiser and NBC shall use commercially reasonable efforts for a period of five business days following the delivery to NBC of the Response to mutually agree upon any requested changes in the Proposed Schedule. In the event that either (i) Advertiser and NBC are unable to mutually agree on changes in the Proposed Schedule within such subsequent five-business-day period, or (ii) Advertiser shall fail to deliver a Response on or before the respective Response Date, Advertiser shall be deemed to have accepted the Proposed Schedule and NBC shall have the right to implement the Proposed Schedule for such Telecast Period. In the event that Advertiser gives NBCi three-months shall fail to deliver any Advertiser Proposal on or before the respective Proposal Date, NBC shall have the right to implement a schedule for the broadcast of Spots within such Telecast Period based on the parameters and objectives set forth in Schedule 2, and such schedule shall be deemed accepted by Advertiser. (d) Advertiser shall deliver new commercial material to NBC on or before the date two weeks prior written noticeto the beginning of each Telecast Period. If Advertiser fails to deliver new commercial material by such date, or such commercial material is rejected in accordance with the terms of this Letter Agreement and Advertiser fails to deliver substituted or revised commercial material within seven days after being notified in writing of the rejection thereof by NBC, NBC shall (i) telecast previously delivered commercial material of Advertiser that meets NBC's current standards and practices or (ii) if such previously delivered commercial material is not available, be deemed to have telecast all of Advertiser's Spots for such Telecast Period for purposes of this Letter Agreement even if such Spots are not actually telecast. (e) To the extent that any Spots shall be deemed to have been telecast by NBC, NBC shall have no liability for any failure to broadcast such Spots and Advertiser shall have no right to either (i) require NBC to pay Advertiser any cash amount whatsoever or (ii) require NBC to telecast any additional Spots in replacement thereof.