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EXHIBIT 10.10
CHARTER PROGRAMMER AFFILIATION AGREEMENT
THIS AGREEMENT is made as of the 27th day of October, 1997, by and between Wink
Communications, Inc., a California corporation ("Wink"), whose address is 0000
Xxxxxx Xxxxxxx Xxxxxxx, Xxxxxxx, XX 00000 and CBS Cable, a division of
Westinghouse Electric Corporation, a Pennsylvania corporation ("Programmer"),
whose address is 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000.
1. GRANT OF LICENSE
1.1 Wink hereby grants to Programmer the non-exclusive license to use
Wink ITV Studio, Wink ITV Broadcast Server, and Wink provided Server
Modules version 1.0 and 1.x updates (hereinafter collectively referred
to as "Wink Software") to deliver interactive program(s) which utilize
the vertical blanking interval ("VBI") or an MPEG private data stream
provided concurrently with the corresponding video signal and are
compliant with the Wink interactive communications application protocol
("Interactive Programs") to all Programmer viewers in the continental
United States, Alaska, Hawaii, the US territories in the Caribbean and
Canada.
1.2 This License is not transferable, nor may any rights hereunder be
transferred, assigned or sub- licensed in whole or in part without Winks
prior written consent.
1.3 Programmer is licensed to use the Wink software only to provide
Interactive Programs with the video programming service listed in
Exhibit A. Programmer must notify Wink in writing at least 30 days prior
to commencing transmission of Interactive Programs with a video
programming service. Programmer agrees to adhere to the technical
specifications for the insertion of Interactive Programs provided in
Exhibit A. Exhibit A may be amended from time to time by Programmer upon
30 days prior written notice, except that insertion points outside of
Programmer's facilities, including but not limited to local insertion by
participating cable operators, requires the mutual consent of the
parties.
2. TERM
2.1 The term of this Agreement shall commence on the date of execution
of this Agreement and terminate three (3) years thereafter.
2.2 This Agreement will automatically renew for one year periods unless
either party notifies the other at least 90 days prior to the end of the
then-current term of that party's intent not to renew.
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2.3 Programmer can elect to terminate the sooner of June 30, 1999 or
eighteen (18) months after the first airing of Programmer's Interactive
Programs ("the Option Date"). Programmer must notify Wink of it's intent
to terminate at least 90 days prior to the Option Date.
3. INTEGRATION
3.1 Programmer's distribution of the Interactive Programs for each
Programming Service (as defined in Exhibit A) shall be through its
national uplink or broadcast facilities.
3.2 Programmer and Wink agree to collaborate to enable the installation
and integration of the Wink Software into Programmer's facilities, and
to ensure the reliable transmission of the Interactive Programs.
Programmer is responsible for providing all necessary equipment to run
the Wink Software and to enable insertion of Interactive Programs into
the appropriate video signals. Exhibit E provides a preliminary list of
such equipment, and is subject to a final site visit by Wink's
Operations department. Programmer will be presented with a final list of
equipment no later than November 15, 1997.
3.3 Wink agrees to provide weekly reporting to Programmer of all
response traffic generated by Programmer viewers and collected by Wink's
Data Center. Programmer accepts Wink's terms for all other response
traffic and reporting, as outlined in Exhibit B.
3.4 [ * ]
3.5 Programmer is responsible for payment to third party providers of
sports data or news, leagues, and other entities to which Programmer
deems it necessary to make payments to enable the creation or
transmission of Interactive Programs.
4. RATES AND DEPLOYMENT
4.1 Programmer agrees to provide Interactive Programs as described in
Exhibit A.
4.2 Programmer agrees to remit the license fees and other payments as
described in Exhibit C on a timely basis.
4.3 Programmer agrees to provide the Interactive Programs to any multi
channel video operator in the United States or Canada with whom
Programmer already has an agreement for carriage of
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* Confidential treatment has been requested with respect to certain
portions of this exhibit pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission. Omitted portions have been filed
with the Commission.
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Programmer's video programming ("System Operators") to the extent
permitted by such agreement. The Interactive Programs will be provided
under the terms described in Exhibit D, and Programmer agrees that Wink
may provide a copy of Exhibits A and D to System Operators as evidence
of Programmer's agreement to supply the Interactive Programs under such
terms and any additional terms imposed by the agreement for carriage of
Programmer's video programming.
4.4 Programmer may choose to utilize other products and services of Wink
from time to time under this Agreement. These services will be extended
by Wink to Programmer at the then prevailing retail rate.
5. PAYMENT TERMS
5.1 On or before the thirtieth (30th) day following each month
throughout the term of this Agreement, Programmer shall remit to Wink
all fees owed for licenses provided and services rendered in the
previous month, according to the price schedules provided in Exhibit C.
5.2 Past due payments shall bear interest at a rate equal to the lesser
of (i) one and one-half percent (1-1/2%) per month or (ii) the maximum
rate permitted under law, and Programmer shall be liable for all
reasonable costs and expenses (including, without limitation, reasonable
court costs and attorneys' fees) incurred by Wink in collecting any past
due payments.
6. PROMOTION AND RESEARCH
6.1 The parties agree to issue a press release approved by each of them
announcing this agreement on or before October 21, 1997. Wink will
provide Programmer with a draft of this release by October 15, 1997.
6.2 Wink agrees to provide Programmer with notice within 30 days of
System Operators having enabled their subscribers to receive
Programmer's Interactive Programs.
6.3 Wink agrees to promote and feature Programmer's Interactive Programs
in Wink's marketing literature, during meetings with cable operators and
the press, and during industry trade shows. Wink will also use
reasonable efforts to assist Programmer in achieving its marketing
objectives in materials prepared by third parties, such as cable
equipment manufacturers and cable operators. Programmer agrees to
promote its participation as a charter Wink programmer to cable
operators, and to serve as a press reference for Wink during the term of
the agreement.
6.4 Programmer agrees to cooperate with Wink and System Operators in
promoting Programmer's Interactive Programs. Wink and System Operators
may prepare marketing materials relating to the Interactive Programs and
shall have a license to use Programmer's name, logo and screen shots
(collectively, "Programmer's Marks") from the Interactive Programs,
provided that such materials are submitted to Programmer for review and
approval prior to distribution.
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Programmer's approval of such materials shall not be unreasonably
withheld. Wink hereby acknowledges and agrees that, as between Wink and
Programmer, Programmer is the sole owner of all right, title and
interest in and to the Programmer's Marks. All uses of the Programmer's
Marks shall inure to the benefit of Programmer. Upon any expiration or
termination of this Agreement, Wink shall delete and discontinue all use
of the Programmer's Marks. At no time during or after the term of this
Agreement shall Wink challenge or assist others to challenge the
Programmer's Marks or the registration thereof or attempt to assist
another in the attempt to register any trademarks, marks or similar
rights for marks the same as or confusingly similar to the Programmer's
Marks.
6.5 Wink may, from time to time, undertake marketing tests and surveys,
rating polls and other research in collaboration with Programmer. To the
extent it is permitted to do so, Programmer shall provide Wink with
reasonable assistance at no cost to Programmer in conducting such
research with respect to Programmer's viewers. Programmer agrees that
Wink will have access, to such extent, to all such research regarding
the deployment, launch, and usage of Wink service by Programmer viewers.
Wink agrees to provide copies of final reports from such research
activity to Programmer.
6.6 Programmer understands and accepts that Wink will be providing reports
on viewer responses to the Interactive Programs to System Operator(s)
for responses that originate from System Operator's subscribers, and to
advertisers and other parties for responses that originate from
Interactive Programs paid for or sponsored by such parties. Wink agrees
that reports providing specific data regarding viewer responses to
Programmer's Interactive Programs, including data on Wink viewer
responses to advertising Programming Services, will not be made
available to other broadcast or cable networks or to the press, except
in aggregated form that does not identify Programmer or specific
Programmer viewer data. Wink also agrees to use all reasonable efforts
to restrict the distribution of reports provided to System Operators to
the System Operator organization and affiliates, and to prevent
distribution to any Programming Services wholly or partially owned by
the System Operator.
7. WARRANTY
7.1 Wink hereby represents and warrants to Programmer that the Wink
Software will operate and perform in accordance with all published
specifications with respect thereto.
7.2 Wink hereby warrants and represents that the terms contained herein
for licensing of Wink software, provisioning of Wink services and
Programmer's commitment for Interactive Programs are, as a whole, as
favorable as any other similar agreement Wink has entered into with
other North American cable programming entities.
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8. INDEMNIFICATION
Wink shall indemnify, defend and hold harmless Programmer, its
parents, subsidiaries, and affiliates and their respective
officers, directors, employees and agents from and against any
and all damages, liabilities, costs and expenses (including,
without limitation, reasonable attorneys fees and amounts paid
in settlement) they may suffer or incur which arises out of or
as a result of any, claim, demand, action, suit or proceeding in
which it is alleged that the Wink Software or any part thereof
violates or infringes any patent or copyright or other
intellectual property right of any third party or constitutes a
misappropriation of any third party's trade secrets, or which
arise out of Wink's negligence.
9. NOTICES
All notices, statements, and other communications given
hereunder shall be in writing and shall be delivered by
facsimile transmission, personal delivery, certified mail,
return receipt requested, or by next day express delivery,
addressed to the addresses provided in the first paragraph of
this Agreement, and to the attention of:
If to Wink:
Vice President, Content
If to Programmer:
Xxxxx Xxxxxx, Executive Vice President
with a copy to: Law Department
The date of such facsimile transmission or personal delivery or
the next day if by express delivery, or the date three (3) days
after mailing, shall be deemed the date on which such notice is
given and effective.
10. WINK TRADEMARKS
All rights, title and interest in and to the Wink Software or
other rights, of whatever nature, related thereto shall remain
the property of Wink. Further, Programmer acknowledges and
agrees that all names, logos, marks, copyright notices or
designations utilized by Wink in connection with the service are
the sole and exclusive property of Wink, and no rights or
ownership are intended to be or shall be transferred to
Programmer.
11. REPRESENTATION
11.1 Wink represents and warrants to Programmer that (i) it is a
corporation duly organized and validly existing under the laws
of the State of California; (ii) Wink has the corporate power
and authority to enter into this Agreement and to fully perform
its obligations hereunder (iii)
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Wink is under no contractual or other legal obligation which in any way
interferes with its ability to fully, promptly and completely perform
hereunder.
11.2 Programmer represents and warrants to Wink that (i) Programmer is a
division of a corporation duly organized and validly existing under the
laws of the State of Pennsylvania; (ii) Programmer has the requisite
power and authority to enter into this Agreement and to fully perform
its obligations hereunder; and (iii) Programmer is under no contractual
or other legal obligation which in any way interferes with its ability
to fully, promptly and completely perform hereunder.
12. CONFIDENTIALITY
Each party agrees that it will not use, except in the performance of its
obligations under this Agreement, and will not disclose or give to
others, any of the other party's Confidential Information (as defined
below). Without limiting the generality of the foregoing, each party
will (i) restrict the disclosure of the other party's Confidential
Information to those of its employees who require such information for
purposes of performing its obligations hereunder, (ii) inform each such
employee of the confidential nature of the information disclosed, (iii)
prevent the use or disclosure by its employees of such Confidential
Information, except as provided herein, and (iv) promptly notify the
other party of any use or disclosure of the Confidential Information,
whether intentional or not, which violates the provisions of this
Paragraph 12. For purposes of this Agreement, the term "Confidential
Information" means all technical, business and other information
disclosed by one party to the other that derives economic value, actual
or potential, from not being generally known to other persons, and may
include without limitation, technical and non-technical data, devices,
methods, techniques, drawings, processes, computer programs, algorithms,
methods of operation, financial data, financial plans, product plans,
and lists of actual or potential customers or suppliers. Confidential
Information does not include information which does not constitute a
trade secret under applicable law. The parties agree to keep the terms
of this Agreement confidential, but acknowledge that certain disclosures
may be required by law. Programmer understands and acknowledges that
Wink may provide copies of Exhibits A and D to System Operators.
13. TERMINATION
13.1 Except as otherwise provided herein, neither Programmer nor Wink may
terminate this Agreement except upon sixty (60) days prior written
notice and then only if the other has made a misrepresentation herein or
breaches any of its material obligations hereunder and such
misrepresentation or breach (which shall be specified in such notice) is
not or cannot be cured within sixty (60) days of such notice.
13.2 Without prejudice to the generality of the foregoing, Wink will have the
right to terminate this Agreement or all or any licenses granted herein
if Programmer fails to make timely payment of
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license fees and other fees due Wink under this Agreement, or fails to
comply with the commitment to the frequency of Interactive Programs
defined in paragraph 3.4 of this Agreement. Should Wink elect to
exercise this right to terminate for nonperformance, it must be done in
writing specifically setting forth the items of nonperformance.
Programmer will then have fifteen (15) days from receipt of notification
to remedy the items of nonperformance. Should Programmer fail to correct
these items of nonperformance, then Wink may terminate this agreement
and any license granted. Notwithstanding the foregoing, any balance
accrued and due Wink under this Agreement as of the effective date of
termination remain obligations of Programmer. Wink shall have no other
remedy.
13.3 Upon expiration of the term (including any extensions thereof) of this
Agreement or upon the termination of this Agreement or of any license
granted hereunder for any reason, all rights of Programmer to use the
Wink Software will cease and Programmer will immediately and on
reasonable terms (i) grant to Wink access to its business premises and
the Wink Software and allow Wink to remove the Wink Software (which
removal shall be done with as little disturbance as possible to
Programmers business operations), (ii) purge all copies of all Wink
Software from all computer processors or storage media on which
Programmer has installed or permitted others to install such Wink
Software, and (iii) when requested by Wink, certify to Wink in writing,
signed by an officer of Programmer, that all copies of the Wink Software
have been returned to Wink or destroyed and that no copy of any Wink
Software remains in Programmer's possession or under its control.
13.4 Programmer has the right to suspend the airing of Interactive Programs
if the transmission interferes with the airing of Programmer's video
programming or Wink fails to provide weekly reports regarding usage of
Programmer's Interactive Programs, and may continue such suspension
until Wink has resolved such problems to Programmers satisfaction.
14. GENERAL
The parties agree that in the event it is necessary to employ attorneys to
enforce the terms of this Agreement, the prevailing party in any lawsuit shall
be entitled to an award of reasonable attorneys' fees and court costs.
a) This Agreement may not be assigned without prior written mutual consent
of Programmer and Wink. Consent shall not be required for assignment to
a corporate affiliate, assuming that the programming services providing
Interactive Program's remain as defined in Exhibit A.
b) This Agreement may be amended only by an instrument in writing, executed
by Programmer and Wink.
c) This Agreement will be governed in all respects by the laws of the State
of New York.
d) This Agreement represents the entire agreement between the parties and
supersedes and replaces all prior oral and written proposals,
communications and agreements with regard to the subject matter hereof
between Programmer and Wink.
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IN WITNESS WHEREOF, the parties by their duly authorized representatives have
entered into this Agreement as of the Effective Date.
WINK COMMUNICATIONS, INC. CBS CABLE
By: /s/ Xxxxxx Xxxxxxxxxxx By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxx
Title: President and CEO Title: President
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EXHIBIT A: PROGRAMMING SERVICES
Description of Programming Services:
NAME START OF WINK VIDEO ICAP VIRTUAL
INSERTION
PROGRAMMING (A/D) LOCATION CH?
POINT
TNN December 15,1997 Analog TBD No
Nashville
Contact Information:
ISSUE ADDRESS CONTACT(S) PHONE /FAX/E-MAIL
Example:
Content refresh 000 Xxxx Xxxxxx Xxxxxxx Xxxxx 212-123-4567
Xxx Xxxx, XX 00000 Director, Enhanced 000-000-0000
Broadcasting Xxxxx@xxxxxxx.xxx
Actual Contact Info:
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EXHIBIT B: WINK RESPONSE CENTER SERVICES
Polls by Zip Code - Report Only [ * ]
1-100,000 transactions/mo. [ * ]
100,000 + transactions/mo. [ * ]
Polls by Systems-Report Only [ * ]
[ * ]
1-250,000 transactions/mo. [ * ]
251,000 + transactions/mo. [ * ]
1. Minimum monthly charges per application include UIC (Universal ICAP
code) registration.
2. All volume price breaks are based on total monthly transaction volume by
advertiser registering for the Wink Response Network service. The price
breaks are based on the "average" for the month. That is, the lowest
price applies to all transactions for the month.
PURCHASE AND REQUEST TRANSACTION FEES INCLUDE / EXCLUDE;
1. Daily name & address lists delivered by fax, email, or electronic FTP or
mailbox.
2. UIC and application registration.
3. Standard report showing number of responses per day per ad per city.
4. Viewer credit card information if it is "on file" with the WRS. If not,
for the extra [ * ], Wink will mail a "purchase confirmation" to the
viewer to add the credit card, and provide a list of viewers who did not
supply their credit card.
5. Interface to standard EDI VAN for [ * ].
FULFILLMENT EDI/API
* Standard interface set-up fee [ * ]
* Non-standard Interface Quoted
* Interface License/Maintenance fee [ * ]
SET UP FEES-RESPONSE SERVICES
* Advertiser [ * ]
* Content Provider [ * ]
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REPORT GENERATION FEES [ * ]
RESPONSE DATA CENTER PRODUCTS
* Purchase confirmation mailer [ * ]
* List of responders who do not respond to
* purchase confirmation mailers [ * ]
* Branded envelope [ * ]
* Advertiser/Programmer Purchase Points Club [ * ]
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EXHIBIT C: WINK SOFTWARE AND SERVICES PRICING
All on-going fees are due the first of the month. The installation and
integration fees are due upon Programmer's acceptance of the successful
installation of the Broadcast Server, and transmission and receipt by Wink
testers of one nationally inserted test application defined by Wink ("First Air
Date"). Such acceptance shall not be unreasonably withheld. The Broadcast Server
license fees commence on the first of the month following the First Air Date,
and the WebCore license fees and technical support fees commence on the one year
anniversary of the First Air Date.
ON- FIRST FIRST YR. 2&3 TOTAL 3-
GOING YEAR YEAR PRICE YR
OR ONE- PRICE PRICE (PER CHARTER
TIME (PER (TOTAL) MONTH) PRICE
COSTS MONTH)
Broadcast Server On-going [ * ] [ * ] [ * ] [ * ]
WebCore Module On-going [ * ] [ * ] [ * ] [ * ]
Tech Support On-going [ * ] [ * ] [ * ] [ * ]
SUBTOTAL ON-GOING [ * ] [ * ] [ * ] [ * ]
Server hardware One-time [ * ] [ * ] [ * ] [ * ]
Data insertion unit One-time [ * ] [ * ] [ * ] [ * ]
Install. and
integration One-time [ * ] [ * ] [ * ] [ * ]
Studio site One-time [ * ] [ * ] [ * ] [ * ]
license (5 seats)
Studio/WebCore One-time [ * ] [ * ] [ * ] [ * ]
training (3x2days)
SUBTOTAL ONE-TIME [ * ] [ * ] [ * ] [ * ]
TOTAL BOTH [ * ] [ * ] [ * ] [ * ]
Wink reserves the right to increase license fees annually after the first 12
months of the contract period by the percentage increase in the consumer price
index for goods and services for the prior 12 months.
The above pricing for installation and integration covers all work necessary to
enable scheduling and transmission of program enhancements based on Wink Studio
templates. It does not cover detailed integration with Programmer's ad insertion
system for the purpose of enabling enhancements to spot advertising.
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OPTIONAL SERVICES
Custom interface work (ad insertion and traffic systems, etc.) [ * ]
Phone training and consulting beyond standard package [ * ]
Application development [ * ]
Travel expenses are billed separately at cost
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EXHIBIT D: PROGRAMMER'S TERMS FOR CARRIAGE OF INTERACTIVE PROGRAMS
Programmer: CBS Cable
Programming Service: The Nashville Network
This Agreement sets forth the terms and conditions for the national distribution
of Wink ITV Applications ("Interactive Programs") to any multi channel video
operator in the United States or Canada with whom Programmer already has an
agreement for carriage of Programmer's video programming ("System Operator").
1. BACKGROUND
Programmer has created one or more Interactive Programs which are compliant with
the Wink Communications, Inc. ('Wink") interactive communications application
protocol. The Interactive Programs are transmitted by Programmer using either
the vertical blanking interval ("VBI") of the corresponding video signal, or
using MPEG private data streams provided concurrently with the corresponding
video signal(s).
System Operator distributes one or more of Programmers signals through one or
more of the following: cable, satellite and MMDS (wireless cable).
2. EFFECTIVE DATE AND TERM
The term of this Agreement shall commence on the date of Programmer's execution
of this Agreement and terminate three (3) years thereafter, unless Programmer
and Wink terminate their Charter Programmer Affiliation Agreement in accordance
with the terms of that agreement.
This Agreement will automatically renew for one year periods unless either party
notifies the other at least 90 days prior to the end of the then-current term of
that party's intent not to renew.
3. INTEGRITY OF INTERACTIVE PROGRAMS
Programmer will ensure that the Interactive Programs meet Wink's criteria for
Wink compliant applications (See Attachment 1). Programmer agrees that each
Interactive Program shall have been either successfully tested by Programmer or
certified as compliant by Wink prior to the Delivery to System Operator for
distribution.
Programmer understands that failure to meet the above criteria could result in
System Operator suspending the distribution of one or more Interactive Programs
until such time as all Interactive Programs are certified by Wink to be in
compliance.
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4. DISTRIBUTION
Programmer hereby grants System Operator a non-exclusive license to distribute
the Interactive Programs delivered in the VBI or MPEG of Programmer's video
signal. Programmer agrees that each Interactive Program shall have been either
successfully tested by Programmer or certified as compliant by Wink prior to the
Delivery to System Operator for distribution, and shall bear any associated
costs of such testing.
Programmer agrees not to charge System Operator fees associated with Interactive
Programs for the term of this Agreement. Likewise, System Operator agrees that
no fees or charges will be due from carriage or retransmission of the
Interactive Programs as provided for hereunder.
Programmer will provide System Operator written notice at least 30 days prior to
discontinuing national transmission of all Interactive Programs.
It is a condition of System Operator's right to carry the Interactive Programs
that System Operator shall distribute Programmer's Interactive Programs without
modification, and that System Operator may not modify or enhance any VBI lines
described in Exhibit A. Programmer agrees that System Operator may copy the
Interactive Programs for simultaneous transmission in different encoding formats
other than what Programmer currently uses including but not limited to, other
VBI formats, out of band channels, and MPEG2 private data streams; provided such
Interactive Programs are presented together with the original corresponding
video to System Operator's subscribers, and that such copying is done to enable
System Operator's subscribers to properly receive and display the Interactive
Programs on their set top box or television set.
System Operator may, if permitted in Exhibit A, locally insert Interactive
Programs as instructed by Programmer. System Operator is solely responsible for
any costs associated with such local insertion. Programmer will notify System
Operator of changes to any such permissions through amendments to Exhibit A
provided at least 30 days prior to the effective date of such amendments. System
Operator may suspend transmission of the Interactive Program during the
insertion by System Operator of local advertising avails as authorized in any
separate agreements between Programmer and System Operator.
5. RESPONSE NETWORK
Programmer agrees to utilize the Wink Response Network for two-way Interactive
Programs. Programmer also agrees to use Wink Communication's standard scripts
and guidelines for response applications.
6. MARKETING MATERIALS
System Operator may prepare marketing materials relating to the Interactive
Programs and may use Programmer's name, logo, and screen shots from the
Interactive Programs in such marketing materials,
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provided that such materials are submitted to Programmer for review and approval
prior to distribution. Programmer's approval of such marketing materials shall
not be unreasonably withheld or delayed.
7. SCOPE
This Agreement does not interfere with or negate other Agreements between
Programmer and System Operator. This Agreement represents all of the terms and
conditions for Programmer providing Interactive Programs. This Agreement may be
updated from time to only by express written consent of Programmer.
PROGRAMMER
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: President
Date: October 27, 1997
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EXHIBIT D, ATTACHMENT 1: CRITERIA FOR WINK COMPLIANT APPLICATION
* All applications must be registered and contain a unique
universal ICAP code (UIC) prior to being broadcast.
* Registered applications have passed a standard set of tests
which validate:
* that the application can be delivered through the VBI,
will arrive as appropriate, and can be decoded in the
Wink engine.
* that the application does not generate error messages.
* that the application receives scheduled updates, if
applicable.
* that the application passes minimum acceptable latency
standards.
* that the application does not cause System Operator
technical or operational problems.
* that the application, if two-way, generates the
appropriate routing address and usage data.
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EXHIBIT E: PRELIMINARY EQUIPMENT LIST
Wink Broadcast Server and WebCore
* Sun Xxxxx 00 or faster, with 64MB RAM, 1 GB+ hard disk, Solaris 2.4 or
2.5, CD-ROM, Ethernet connection to Programmer's LAN, dial-up modem,
tape or other backup mechanism
* Norpak TES-3 VBI data inserter
* LAN/serial connections to master control system, ftp site (for data),
other hardware as necessary
* Later this fall: PC with Windows 95 and Ethernet connection to run WBS
remote GUI
Wink Studio
* Pentium Windows PC with 16MB+ RAM, I GB+ hard disk, 1024x768x256 color
graphics, 17"+ monitor, Ethernet connection to enable electronic
delivery of applications to the WBS, Internet access to enable
electronic access to Wink's Data Center
Test equipment
* GI CFT-2200 set top box, marketing firmware
* High grade video source (Beta SP or better)
* Coax Modulator
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