EXHIBIT 10.12
CONFIDENTIAL
THIRD AMENDMENT TO INTERACTIVE SERVICES AGREEMENT
This Third Amendment to Interactive Services Agreement (this "Third
Amendment"), effective as of November __, 2000 (the "Third Amendment Effective
Date"), is made and entered into by and between America Online, Inc. ("AOL"), a
Delaware corporation with its principal offices at ▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and iVillage, Inc. ("Interactive Content Provider" or "ICP"), a
Delaware corporation, with its principal offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Defined terms that are used but not defined herein shall
be as defined in the Interactive Services Agreement between AOL and ICP
effective as of December 31, 1998, as amended (collectively, the "Agreement").
The meanings given to terms that are defined in this Third Amendment and which
are not defined in the Agreement shall apply in the Agreement.
INTRODUCTION
AOL and ICP are parties to that certain Second Addendum to Interactive
Services Agreement effective as of February 20, 2000 (the "Second Addendum"),
which provides for certain temporary promotion by AOL of an astrology site on
the Internet controlled by ICP. Nothing herein shall invalidate or modify the
Second Addendum.
The Parties wish to amend the Agreement.
It is therefore agreed as follows:
1. Extension of Term. The Parties wish to extend the Initial Term of
the Agreement through February 28, 2001 on a pro-rata basis (the "Second
Extension Term"). The dates on which the Parties must provide the Put Notice and
Call Notice, as defined in Sections 6.1.1 and 6.1.2, respectively, of the
Agreement, shall also be extended on a pro-rata basis.
2. Cash Payments. ICP shall pay AOL Two Hundred Sixty-Eight Thousand
Nine Hundred Eight Dollars ($268,908) during the Second Extension Term.
3. In-Kind Programming and Promotion. During the Second Extension Term,
ICP shall provide AOL with the equivalent of One Hundred Fourteen Thousand Four
Hundred Forty-Four Dollars ($114,444) made up of the in-kind commitments
specified on Exhibit E of the Agreement in the amounts and with the bona-fide
values listed on such exhibit.
4. Impressions Guarantee. AOL shall provide ICP with at least Four
Million Six Hundred Fifty-Five Thousand Two Hundred Ninety-One (4,655,291)
Impressions from ICP's presence on the AOL Network during the Second Extension
Term.
5. Order of Precedence. This Third Amendment is supplementary to and
modifies the Agreement. The terms of this Third Amendment supersede provisions
in the Agreement only to the extent that the terms of this Third Amendment and
the Agreement expressly conflict. However, nothing in this Third Amendment
should be interpreted as invalidating the Agreement, and provisions of the
Agreement will continue to govern relations between the parties insofar as they
do not expressly conflict with this Third Amendment.
6. Counterparts: Facsimile. This Third Amendment may be executed in
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same document. This Third Amendment, and
amendments and modifications hereof, may be executed by facsimile.
IN WITNESS WHEREOF, the Parties hereto have executed this Third
Amendment as of the date first written above.
AMERICA ONLINE, INC. iVILLAGE, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------- -----------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------ ---------------------------
Title: Vice President, Business Affairs Title: Executive Vice President,
----------------------------------- ---------------------------
Business Affairs
---------------------------
2