EXHIBIT 10.34
AMENDMENT NUMBER THREE TO AMENDED AND RESTATED MAGAZINE
CONTENT LICENSE AND HOSTING AGREEMENT
This Amendment Number Three (the "Third Amendment") amends both the
Amended and Restated Magazine Content License and Hosting Agreement with an
effective date of January 29, 2001 (the "Xxxxx.xxx Agreement") between Xxxxx.xxx
Networks, LLC ("Xxxxx.xxx, LLC), and Hearst Communications, Inc. ("Hearst"), and
further amends Amendment Number Two to the Amended and Restated Magazine Content
License and Hosting Agreement with an effective date of June 18, 2001 (the
"Second Amendment", and collectively with the Xxxxx.xxx Agreement the "Magazine
Agreement") between iVillage Inc ("iVillage") and Hearst. This Third Amendment
is entered into between iVillage and Hearst as of this 5th day of April, 2002.
RECITALS
WHEREAS, Hearst and iVillage desire to modify the Production Services
as provided for in the Magazine Agreement; and
WHEREAS, Hearst and iVillage desire to memorialize the amounts of
monies expended to date towards the Production Commitment and the Advertising
Commitment and to set forth the parties' present intentions with respect to
future such expenditures;
NOW, THEREFORE, in consideration of the mutual covenants and
representations set forth herein, the parties hereby agree as follows:
Amendment
1. DEFINITIONS. Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Magazine Agreement.
2. PRODUCTION SERVICES. The first six sentences of the first paragraph of
Section 3.4 of the Magazine Agreement, are hereby deleted and replaced
with the following:
Effective April 1, 2002 and continuing throughout the Initial Term
as provided for in Section 13.1 of the Agreement, Hearst hereby
agrees to purchase from iVillage and iVillage agrees to provide to
Hearst, revised Production Services (as detailed in Exhibit B as
amended by this Third Amendment) ("Revised Production Services")
in exchange for payment by Hearst of the Revised Production
Commitment as defined below, which Revised Production Commitment
shall be deemed a non recoupable, non refundable (except in the
case of iVillage's breach or failure to perform), amount equal to:
(a) three "Quarterly" payments (each a consecutive three month
period) of six hundred eighty thousand four hundred ninety dollars
($680,490.00) each, commencing April 1, 2002 through December 31,
2002; (b) four (4) Quarterly payments of seven hundred fourteen
thousand five hundred and fourteen dollars ($714,514.00) each,
commencing January 1, 2003 through December 31, 2003 and (c ) two
Quarterly payments of seven hundred fifty four thousand two
hundred forty thousand dollars ($754,240.00) each, commencing
January 1 2004 through June 17, 2004 (collectively the "Revised
Production Commitment"). The Revised Production Services will
include the creation of Original Site Content and Third Party Work
in a manner which is consistent with the quality, performance and
cost standards set forth in Exhibit B (as modified in this Third
Amendment), in order that the Magazine Sites provided for in
Exhibit B (as modified in this Third Amendment) shall continue to
operate in a substantially similar manner as existed prior to the
effective date of this Third Amendment and as set forth in the
amendment to Exhibit B set forth herein. To the extent that Hearst
requests modifications be made to the Magazine Sites outlined in
Exhibit B (as modified in this Third Amendment) which would
materially modify or change the Magazine Sites from the manner in
which each looks and functions during the period prior to the
effective date of this Third Amendment and such changes or
modifications add additional special features, site functionality,
marketing, production, technical or advertising obligations to
Exhibit B (as modified in this Third Amendment), such material
modifications or changes will result in additional costs to Hearst
and those costs shall be billed to Hearst and the Revised
Production Commitment will be increased accordingly. To the extent
that Hearst requests modifications be made to the Magazine Sites
outlined in Exhibit B (as modified in this Third Amendment) which
would materially modify or change the Magazine Sites from the
manner in which each looks and functions during the period prior
to the effective date of this Third Amendment and such changes or
modifications result in the deletion or reduction of special
features, site functionality, marketing, production, technical or
advertising obligations set forth in Exhibit B (as modified this
Third Amendment), such material modifications or changes will
result in reduced costs to Hearst and the amount of the Revised
Production Commitment will be reduced accordingly. The amount of
any increase or decrease in the Revised Production Commitment
shall be the subject of good faith negotiation between the
parties. The Revised Production Services may be performed for the
Magazine Sites that are the subject of this Agreement, or for
other sites associated with other units, divisions or affiliates
of Hearst (the "Hearst Sites"). The precise Revised Production
Services to be performed with respect to each Magazine Site and
Hearst Site are detailed on the attached amended Exhibit B and
shall be consistent with the quality, provided by iVillage prior
to the effective date of this Third Amendment. iVillage is not
obligated to issue written work orders or maintain or provide time
sheets to Hearst with respect to any Revised Production Services
provided hereunder.
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The second paragraph of Section 3.4 (3) of the Magazine Amendment is
deleted and replaced with the following:
The parties acknowledge that the Second Amendment contemplated a
Production Commitment in the amount of five million dollars during
each consecutive twelve (12) month period during the Initial Term.
To the extent that actual production expenditures (including
amounts expended under the Revised Production Commitment set forth
herein as it may be modified from time to time) are less than that
original Production Commitment in any consecutive twelve month
period during the Initial Term, the amount of the Advertising
Commitment set forth at Section 6.1 of the Magazine Agreement
applicable to that twelve month period shall be increased by the
amount of forty cents ($.40) for each dollar less than the
original Production Commitment that Hearst has failed to expend.
The Guaranteed Advertising Royalty set forth in Section 6.1 of the
Magazine Agreement hall be reduced pro rata in each consecutive
twelve month period during the Initial Term in which Hearst fails
to expend the original Production Commitment of five million
dollars per twelve month period (i.e., if the actual production
expenditures are 5% less than the original Production Commitment
in any consecutive twelve month period the Guaranteed Advertising
Royalty shall be reduced by 5% for that twelve month period).
3. ACKNOWLEDGEMENT OF PRODUCTION AND ADVERTISING EXPENDITURES. Hearst
acknowledges receipt of one million two hundred fifty thousand dollars
($1,250,000) of Production Services from iVillage during the period
January 1, 2002 through March 31, 2002. The parties acknowledge and
agree that subject to the provisions of this Third Amendment, Hearst's
obligations to purchase Production Services for that period have been
fulfilled.
The parties acknowledge and agree that because production expenditures
by Hearst for the initial twelve (12) month period of the Initial Term
will be less than the original Production Commitment for that period,
then in addition to the Advertising Commitment set forth at Section 6.1
B of the Magazine Agreement Hearst shall be obligated to pay an
additional sum of two hundred twenty eight thousand ($228,000) dollars
to promote Hearst Ads, for a total advertising purchase during the
initial twelve (12) month period of the Initial Term of two million two
hundred twenty eight thousand dollars ($2,228,00). Of that amount,
iVillage has already received one million six hundred ninety four
($1,694,000) dollars. Hearst agrees to purchase the balance of five
hundred thirty four thousand ($534,000) dollars during the period April
1 through June 17, 2002.
In addition, the parties acknowledge and agree that, providing the
Revised Production Commitment remains the amount set forth in this
Third Amendment, then commencing on June 18, 2002 and continuing
throughout the Initial Term, Hearst will expend at least two million
seven hundred seventy six dollars ($2,776,000) in each of the two (2)
consecutive twelve month periods remaining under the Initial Term
(payable in quarterly installments), in advertising purchases for
Hearst Ads. The amount of the advertising purchases will be adjusted
according to the provisions of Section 6.1 B of the Magazine Agreement
in the event that the Revised Production Commitment is altered.
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4. EXHIBIT B. The first three paragraphs of Exhibit B of the Xxxxx.xxx
Agreement and the graph following the second paragraph of Paragraph 10
of Amendment Number Two amending Exhibit B are hereby deleted and
replaced with the graph annexed hereto as "Amended Exhibit B".
Exhibit B is hereby amended to include the Site Maintenance Reports
attached hereto. The Site Maintenance Reports together with Exhibit B
(as amended in this Third Amendment) represent the Revised Production
Services to be provided by iVillage.
5. RATIFICATION. Except as expressly modified in this Third Amendment all
terms and conditions of the Magazine Agreement shall remain unchanged
and in full force and effect.
IN WITNESS WHEREOF, each of the parties have executed this Amendment as
of the date first written above.
iVillage Inc.,
as successor in interest to Xxxxx.xxx Networks Inc
By:
------------------------------
Title:
---------------------------
Hearst Communications, Inc.
By:
------------------------------
Title:
---------------------------
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Amended Exhibit B
Cosmopolitan Site Maintenance
------------------- -------------------------- ------------------------ ------------------ ----------------
Daily Weekly Monthly Biannually As Needed
------------------- -------------------------- ------------------------ ------------------ ----------------
24/7 chat room Homepage update (update Color palette update Special Tools update
(community) promos) feature***
Subs module update (e.g., His Moan Passion Polls
Department page updates Zones; Cosmo
In This Issue update ecards) Message boards
Community main page (community)
update Features:
Project mgt.
2 expert Q/As Dating Diary (planning,
Baroness scheduling,
Xxxx Horoscopes content/ asset
mgt., user
2 features Monthly Pop Quiz email,
Kama Sutra reporting,
Cosmo's Sex meeting)
Beauty Confessions University*
(2x/month)
Cosmo Wants to Know
requests (2-4/ week) Cosmo Quiz
Cosmo Survey requests Cosmo Style
(1-2/week)
2-4 additional
Non-expert live event features
chat (e.g., Cosmo's depending on the
Cocktail Dating Hour) month**
(community)
Expert/editor
live event chat
2x/month max
(community)
Newsletter
(2x/month)
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*New installments will continue through the term of the contract.
**TBD: Quarterly update of Cosmo Products may replace this, pending magazine
approval.
***Special features to be determined within context of editorial priorities and
in accordance with budgeted production time.
Note: Frequency of original columns such as Baroness and Sex University
contingent upon timely magazine approval.
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Country Living Site Maintenance
---------------------------- -------------------------------------------------------------------------
Weekly o Update homepage
o Update department pages and column main pages
o [2] Expert Q&A (Collecting, Gardening)
o 2-3 features, such as:
o Gallery of Homes
o What Makes It Country?
o Your Garden
o What Is It? What Is It Worth?
o Recipe Feature (approx. 12 recipes added to Recipe Finder)
o Other decorating, gardening, and collecting features
---------------------------- -------------------------------------------------------------------------
Monthly o Update color palette
o On Sale Now page
o Update subscription module
o Country Icons/eBay auction
o Update events calendar
o Ad Hoc/last-minute requests* (surveys, features, sweepstakes):
1 per month maximum
o (1) poll
o Update community main page (2x/month)
o Great Finds feature (community)
o Potential new live expert/editor chats (1x/month max -
community)
o Newsletter (2x/month)
---------------------------- -------------------------------------------------------------------------
Quarterly o Update Antiques Finder (75-100 dealers)
---------------------------- -------------------------------------------------------------------------
Biannually o Special feature** (House of the Year will be 1 of 2; Garden
Tool TBD)
---------------------------- -------------------------------------------------------------------------
As Needed o Update Resource Guide
o Cover survey
o Message boards (community)
o Project mgt. (planning, scheduling, content/asset mgt., user
email, reporting, meeting)
---------------------------- -------------------------------------------------------------------------
* Ad hoc requests to be assessed as needed.
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** Special features to be determined within context of editorial priorities and
in accordance with budgeted production time.
o HOY 2003 will be rolled out over several months. Updates will be
substituted for regular decorating features during the weeks that
they occur.
o Garden tool (TBD) to be introduced at least 6 months post site
relaunch.
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Good Housekeeping Site Maintenance
------------ ---------------------- --------------------------- -------------- --------------- ---------------- --------------------
Daily Weekly Monthly Quarterly Biannually Yearly As Needed
------------ ---------------------- --------------------------- -------------- --------------- ---------------- --------------------
Health Feed Update homepage Update color palette GH-branded Special New Community Project mgt.
products (for feature* Challenge(R)
(2x/week) On Sale Now ultimate (starting in (planning,
purchase) (e.g., Health 2003) scheduling,
In the Magazine Feed) content/asset
mgt., user email,
Update 7 department Update subs module reporting, meeting)
pages
6-8 features
-Buyer's Guides ad hoc requests
3-5 expert Q&A (usually 2-3/
-Institute Reports month)**
-Xxxxx Xxxx
-Beauty features
-Heloise
-Diet features Message boards
-Xxx Xxxxx (community)
-Recipes
-Guest expert
-Shopping features
-Food editor (TBD) GH home remedy of
-Safety features the month or
equivalent
Update archive (automatic) alternative
Expert quiz (Xxxxx (community)
Post) DietScopes
Update community main page
(2x/month)
Newsletter
GH diet and fitness
success stories from
members (community)
Heloise online exclusive
Q&A
*Special features to be determined within context of editorial priorities and in
accordance with budgeted production time. The same applies to tool updates.
**Ad hoc requests (surveys, email us pages) to be assessed as needed.
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Redbook Site Maintenance
------------------ ------------------------- ---------------------- ------------------- ------------------
Daily Weekly Monthly Yearly As Needed
------------------ ------------------------- ---------------------- ------------------- ------------------
Update homepage Update 6 department Update color palette Special feature** Message boards
pages (e.g., Game of (community)
On Sale Now Married Life,
Update community main Couples on the Project mgt.
page Subscription module Couch) (planning,
update scheduling,
Diary of V content/asset
Free Stuff mgt., user
Unzipped: Diary of He email,
Horoscopes reporting,
Let's Talk About Sex meeting)
Passionate Monogamy:
Magazine article Q&A With Xxxx Xxxx
Sex poll
2 Chats
Embarrassing Question
of the Week
Embarrassing Question
of the Week Graffiti
Wall (community)
Ad hoc request from
magazine (including
surveys) 1-3*
Archive updates
(automatic)
Newsletter
*Ad hoc requests to be assessed as needed.
** Special features to be determined within context of editorial priorities and
in accordance with budgeted production time.
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House Beautiful Site Maintenance
------------------------ --------------------------- ------------------ ------------------
Weekly Monthly Annually As Needed
------------------------ --------------------------- ------------------ ------------------
Update homepage -- Update color palette Quizzes (1-2) Surveys**
weekly flash feature Message boards
(1-2 stories); In This Issue (community)
rotation of archived
content Update subscription Project mgt.
module (planning,
scheduling,
3-6 features* (Designer content/asset
Update of 4 department Challenge, Swatch Watch, mgt., user
pages Room Makeover contest email,
updates, Hot Dish) reporting,
meeting)
Update column main pages
Cover survey
Archive update
Update community main
page (2x/month)
Chat (e.g., with the
editor in chief)
(community)
Newsletter
*Every other month, "Only in HouseBeautiful" sweepstakes replaces a feature.
** Need to assess frequency and particulars.
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Town & Country Site Maintenance
---------------------------------- ------------------------------- -------------------------- ------------------------------------
Monthly Quarterly Annually As Needed
---------------------------------- ------------------------------- -------------------------- ------------------------------------
Update homepage
New Town & Country Guide (or Annual Astrology Guide Project mgt. (planning,
Update department main pages and additional lengthy feature)* scheduling, content/asset
column main pages Quiz mgt., user email, reporting,
Update community main page meeting)
Update logo/palette across
entire site Message board
3 magazine excerpts from current
issue
Update subscription module
In This Issue; past issue archive
Update Horoscopes
Newsletter
*Special features to be determined within context of editorial priorities and in
accordance with budgeted production time.
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Victoria Site Maintenance
---------------------------- --------------------------------------------------------------------------------
Monthly o Update homepage (3 teases from current issue; new monthly feature;
featured book; special events)
o Update department pages
o Update color palette and Victoria logos
o "On Sale Now" page, spotlighting magazine content and previewing next
issue's highlights
o Update subscription module
o One main feature written by magazine, with images provided
o Three teasers to current magazine issue
o Ask Xxxxx (new columns delivered in batches or migrated content from
House Beautiful)*
o Victoria events highlights and/or reader trips
o Update bookstore**
o Update cookbook/recipe finder
o Update community main page
o Message boards/chat schedule
o Newsletter
---------------------------- --------------------------------------------------------------------------------
Yearly o The Entrepreneur of the Year contest, including the online ballot and
winner announcement (possible tie-in to magazine event)
---------------------------- --------------------------------------------------------------------------------
As Needed o Project management: planning, scheduling, content/asset mgt., user
email, expert mail, reporting, meeting
---------------------------- --------------------------------------------------------------------------------
Comments
* Original intention was to rotate "Ask Xxxxx" on a weekly basis. Doing so
was highly contingent upon magazine delivering content on schedule. A
monthly update is more realistic. Old "Ask Xxxxx" columns will need to be
cleared with House Beautiful in terms of photo rights.
** The Hearst Books Publicity & Marketing manager at the magazine normally
includes in her press releases that their new books are available on our
Web site.
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Xxxxx Xxxxxx Site maintenance on the Story Server platform [to be provided]
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