Sample Business Contracts


Product Integration and Marketing Agreement - America Online Inc. and TiVo Inc.



                  PRODUCT INTEGRATION AND MARKETING AGREEMENT
                  -------------------------------------------

This Product Integration and Marketing Agreement (the "Agreement") is made and
entered into as of this  9  day of June, 2000 (the "Effective Date") by and
                        ---
between America Online, Inc., a Delaware corporation ("AOL"), and TiVo, Inc., a
Delaware corporation ("TiVo") (each a "Party" and, collectively, the "Parties").

                                R E C I T A L S

WHEREAS, TiVo has developed and continues to develop hardware, software and data
systems that provide feature-rich personal digital video recorder functionality
for television programming;

WHEREAS, AOL and TiVo desire to cooperate to develop a version of AOL's "AOL TV"
service that is bundled with and installed on a TiVo personal digital video
recorder, that includes a "TiVo Channel" to permit access to enhanced TiVo
functionality and certain other features and functions described in the
Specifications (as defined below);

WHEREAS, AOL and TiVo desire to cooperate to develop equipment and software
required for the provision of such integrated AOL TV/TiVo device;

WHEREAS, AOL and TiVo will work together to design, develop, test, launch,
market, sell and support the Integrated Product, in accordance with the terms of
this Agreement;

WHEREAS, AOL and TiVo, have entered a short-form Product Integration and
Marketing Relationship Agreement, dated August 6, 1999 (the "Preliminary
Agreement"), under which the Development Activities have begun; and

WHEREAS, AOL and TiVo intend that this Agreement replace and supersede the
Preliminary Agreement.

                               A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing and mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, AOL and TiVo, intending to be
legally bound, agree as follows:

1.  Certain Definitions.

     Capitalized terms used but not defined in the Agreement will be as defined
in Schedule 1 attached hereto.

2.  Definitive Agreement.

     This Agreement replaces and supersedes the Preliminary Agreement in its
entirety.  The Preliminary  Agreement is hereby terminated and has no further
force or effect.

3.  Obligations related to the Development and Delivery of the Integrated
    Product.

    3.1  Joint Responsibilities.  Joint responsibilities of the Parties
         ----------------------
         hereunder shall include, without limitation, the following:

         (a)  AOL and TiVo will jointly coordinate the development of the
              Specifications to ensure compatibility and integration between the
              AOL TV Service, the TiVo Channel, the Liberate Browser and the
              Developed Hardware, and to allow each Party to implement its
              respective services

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* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as * * *. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.

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<PAGE>

              on the Developed Hardware. TiVo will be responsible for the design
              of the TiVo Channel and the DVR Functionality, and AOL will be
              responsible for the design of the AOL TV Service.

         (b)  AOL and TiVo will meet on a weekly basis during the term of this
              Agreement in order to refine the Specifications to reflect the
              optimal level of integration between the AOL TV Service, the TiVo
              Channel and the Integrated Service.

         (c)  Each Party shall use good faith efforts to finalize and mutually
              agree upon the Specifications (Schedule 12), the Milestone
              Schedule (Schedule 2), the Acceptance Criteria (Schedule 4) and
              the Description of Provisioning Support (Schedule 7) within thirty
              (30) days of the Effective Date.

         (d)  * * * will provide to * * * that (1) will allow * * * to with * *
              * reasonable assistance, enable the operation of the * * * through
              the * * * (2) will allow * * * to * * * (including all * * * and *
              * * related thereto); (3) are made * * * to * * * by * * * and (4)
              the Parties agree shall be provided to * * *. For the avoidance of
              doubt, unless mutually agreed to by the Parties, * * * will not *
              * * and/or * * * that utilize the * * * of the * * * that are not
              part of the * * * will have the right to use the * * * described
              above solely to enable the * * * and that do not * * * as it
              exists at the time * * * proposes such new * * * unless otherwise
              agreed to by the Parties.

         (e)  TiVo and AOL jointly will be responsible for the integration of
              the AOL TV Software on to the combination of the Liberate Browser,
              the TiVo Software and the Developed Hardware. Notwithstanding the
              foregoing, AOL will be responsible for the operation of the AOL TV
              Software in accordance with Section 3.3, provided that TiVo will
              remain responsible for integration of the Integrated Product in
              accordance with Section 3.2(a).

         (f)  AOL and TiVo jointly will select third party relationships for the
              manufacture of all Developed Hardware. TiVo will provide to any
              such Manufacturer, under commercially reasonable terms and
              conditions, a royalty-free license to use the TiVo Software and a
              reference design for development and manufacture of the Integrated
              Product. AOL will contract with such Manufacturer for the
              manufacture of the Integrated Product and shall be responsible for
              the day-to-day management of all such third party Manufacturing
              relationships. TiVo agrees to provide reasonable assistance to
              such Manufacturer as may be necessary or appropriate to further
              the intent of the Parties hereunder, in a manner consistent with
              TiVo's favorable relationships with its own Manufacturers.

         (g)  AOL and TiVo jointly and in good faith will explore the
              possibility of collaborating on future versions of the Integrated
              Product and the Integrated Service * * *.

         (h)  Following the closing of the merger between AOL and Time Warner,
              Inc., AOL and TiVo jointly will explore possible relationships to
              provide TiVo * * * for use in conjunction with the DVR
              Functionality, TiVo Channel and other TiVo services on terms to be
              mutually agreed upon.

         (i)  AOL and TiVo will jointly explore the possibility of providing
              TiVo with assistance in the development and deployment of TiVo's
              e-commerce capabilities through access to AOL's transaction
              processing architecture and interfaces (e.g., QuickCheckout
              integration, APIs and other software). Such assistance will be
              provided to TiVo, if agreed to by the Parties, on terms to be
              mutually agreed upon, taking into consideration AOL's costs to
              provide such assistance.

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* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as * * *. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.


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3.2  Obligations of TiVo.
     -------------------
     (a)  Development.  In order to create the Integrated Product and to achieve
          -----------
          the integration of the TiVo Software, the Robust DVR Functionality and
          the Basic DVR Functionality with the AOL TV Service in accordance with
          this Agreement, TiVo will undertake the Development Activities set
          forth in this Section 3.2. The Development Activities will be
          performed in conjunction with the development of the Developed
          Hardware (as described in the Minimum Specifications set forth in
          Schedule 3). The Parties will use all commercially reasonable efforts
          to release the commercial version of the Integrated Product as soon as
          practicable * * *. TiVo and AOL will work together to ensure that the
          design and implementation of the Developed Hardware is capable of
          supporting the AOL TV Service and the TiVo Channel in accordance with
          the Specifications. * * * (subject to the terms and conditions of this
          Agreement) TiVo agrees to perform the following development services
          in accordance with applicable milestones set forth in the Milestone
          Schedule and in any case by * * *:

          (i)     TiVo will deliver to AOL the Integrated Product (including,
                  without limitation, Provisioning Support as described herein).

          (ii)    TiVo will implement suitable graphics APIs to support the
                  Liberate Browser to enable on-screen Web-based graphics for
                  the AOL TV Service, as set forth in the Specifications.

          (iii)   TiVo has contracted with Liberate to provide for porting of
                  the Liberate Browser to the Integrated Product, preserving all
                  Liberate Browser functionality set forth in the
                  Specifications. TiVo shall ensure that the port of the
                  Liberate Browser is executed in such a way that the AOL TV
                  Software and the Integrated Service will function as specified
                  in the Specifications without degradation and without
                  requiring modifications (except as otherwise mutually agreed
                  to by the TiVo, AOL and Liberate). TiVo shall actively and
                  diligently enforce Liberate's obligations under the TiVo-
                  Liberate contract * * * TiVo will provide to AOL status
                  reports on the Liberate development effort, including reports
                  of errors and limitations in the Liberate Browser.

          (iv)    TiVo will work with Liberate to test and verify the port of
                  the Liberate Browser, to package the ported Liberate Browser
                  into TiVo distribution formats, as set forth in the
                  Specifications, and to run alpha and beta programs with the
                  ported Liberate Browser leveraging TiVo's then-existing beta
                  community as necessary.

          (v)     TiVo will integrate the TiVo Software and the Liberate Browser
                  with the Developed Hardware in accordance with the
                  Specifications.

          (vi)    TiVo shall permit AOL to review and consult with TiVo as to
                  the design specifications, engineering schematics and other
                  technical aspects of the Developed Hardware, and shall in good
                  faith consider any changes to same proposed by AOL.

          (vii)   AOL acknowledges and agrees that TiVo is not required to make
                  any changes or modifications to the style, look and feel of
                  the TiVo Channel existing as of the Effective Date.
                  Notwithstanding the foregoing, the Parties agree that the
                  screens displayed on the * * * shall carry * * * that shall
                  include, among other things, * * * from * * * and * * * in a
                  manner consistent with other versions of * * * and other * * *
                  as mutually agreed to by the Parties, provided as part of the
                  * * *. The * * * will be similar to * * * which comprises
                  approximately * * * In addition, TiVo and AOL will collaborate
                  to
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* * * Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission.  Confidential treatment has been
requested with respect to the omitted portions.

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<PAGE>

                  establish consistency between the style, look and feel of the
                  TiVo Channel, the AOL TV Service and the AOL Style Guidelines.

          (viii)  TiVo will implement changes to the TiVo Platform required to
                  permit access to the AOL TV Service in accordance with the
                  Specifications.

          (ix)    To the extent that AOL recommends changes to the TiVo
                  Software or the TiVo Channel (other than any changes required
                  hereunder), * * *.

          (x)     TiVo will develop documentation necessary for testing,
                  operation, and use of the Integrated Product which
                  documentation shall be sufficient to enable AOL's software
                  engineers to apply * * * with * * * to enable * * * and * * *
                  through * * * (hereinafter "TiVo Documentation"), and will
                  deliver such TiVo Documentation, in both print and machine
                  readable format, to AOL. TiVo Documentation shall include
                  release dates and version numbers to facilitate its use with
                  the Integrated Products. Such TiVo Documentation shall be
                  deemed TiVo Confidential Information.

          (xi)    TiVo will provide AOL with periodic oral and written reports
                  of its progress in the development of the Integrated Product.

          (xii)   TiVo will provide the TiVo System Software and the Liberate
                  Ported TiVo Software to AOL, * * * (with the exception of * *
                  * that is provided * * * and * * * for * * * to which AOL * *
                  * in performance of its obligations under this Agreement), and
                  all documentation related thereto produced by or available to
                  TiVo, so that AOL can integrate such software with the AOL TV
                  Software.

          (xiii)  TiVo will use best efforts to provide a fully functional (in
                  accordance with the Specifications) working hardware and
                  software prototype of the Integrated Product for * * *
                  provided that TiVo shall not be responsible for the
                  functionality of the AOL TV Software or the AOL TV Service
                  (excluding the EPG Data and the Basic DVR Functionality) used
                  in such prototype.

     (b)  Change Requests.  The Parties may, from time to time, agree to changes
          ---------------
          (consisting of additions, modifications, deletions or other revisions)
          to the Minimum Specifications, to the Specifications or to the
          Development Activities. Each change request must be reflected in a
          written document signed by both Parties that includes a detailed
          description of the specific change, along with any modified
          specifications and desired completion date(s) ("Change Request"). Each
          Change Request duly authorized in writing by the Parties shall
          constitute a formal amendment to this Agreement, and shall be deemed
          incorporated into and shall become part of this Agreement. A Change
          Request shall have no effect on the rights and obligations of TiVo or
          AOL with respect to products delivered or Services provided before the
          effective date of the Change Request. In addition, in connection with
          any duly authorized Change Request, TiVo shall provide * * * to * * *
          to AOL as reasonably requested by AOL or as needed to * * * TiVo shall
          clearly identify * * * from * * * of * * * supplied to AOL hereunder.
          TiVo will place a priority on Change Requests in terms of resource
          allocation. Unless otherwise agreed in a Change Request, TiVo will pay
          all costs of a Change Request.

     (c)  Approval.
          --------

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* * * Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission.  Confidential treatment has been
requested with respect to the omitted portions.

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<PAGE>

          (i)     Acceptance Testing. AOL will test the Integrated Product, in
                  ------------------
                  accordance with standard diagnostic practices, to determine
                  whether or not it meets the Acceptance Criteria that will be
                  mutually agreed to within * * * days of the Effective Date.
                  TiVo will provide * * * as AOL conducts acceptance tests
                  (including alpha and beta level testing) of the Integrated
                  Product, in accordance with the Acceptance Criteria.


          (ii)    Test Units.  TiVo shall provide (directly or indirectly
                  ----------
                  through a Manufacturer) and AOL shall purchase up to * * *
                  total (such total to include the number of development units
                  purchased pursuant to Section 3.2(c)(iii) below) units of the
                  various test versions of the Integrated Product and shall
                  participate in the alpha, beta and other testing of the
                  Integrated Product conducted by AOL. Such participation shall
                  be pursuant to the various test plans and procedures
                  established by AOL.

          (iii)   Development Units.  The pre-release version of the Integrated
                  -----------------
                  Product shall be subject to Acceptance by AOL based on
                  satisfaction of such tests as the Parties will mutually and
                  reasonably construct in order to determine whether the
                  Integrated Product operates in substantial compliance with the
                  Acceptance Criteria set forth in Schedule 4. TiVo shall
                  provide (directly or indirectly through a Manufacturer) and
                  AOL shall purchase up to * * * total (such total to include
                  the number of test units purchased pursuant to Section
                  3.2(c)(ii) above) units of the Integrated Product solely for
                  AOL's own internal use in performing such tests. For each
                  production run of development units delivered to AOL, TiVo
                  shall provide documentation containing lists and descriptions
                  of known errors and limitations for such production run. AOL
                  shall test the Integrated Product within * * * days of
                  receipt, in order to determine whether it is in substantial
                  compliance with the Acceptance Criteria. Within such period,
                  AOL shall provide TiVo with written Acceptance of the
                  Integrated Product or a statement identifying any failure of
                  the Integrated Product to substantially comply with the
                  Acceptance Criteria in sufficient detail for TiVo to recreate
                  such non-compliance. In the event AOL identifies such a
                  failure and rejects the Integrated Product, TiVo shall have *
                  * * days from TiVo's receipt of notice of such rejection to
                  repair the failure and resubmit the units of the repaired
                  Integrated Product to AOL for testing. AOL shall then have * *
                  * days after receipt of the resubmitted product to determine
                  whether such version passes Acceptance testing. The process
                  shall be repeated until the Integrated Product passes
                  Acceptance testing or, if it fails to pass after * * * rounds
                  of Acceptance testing and such failure is not due solely to
                  the AOL TV Software or the AOL TV Service (excluding the EPG
                  Data and the Basic DVR Functionality), TiVo shall have * * *
                  as set forth in Section * * *.

          (iv)    Cooperation by TiVo.  TiVo shall cooperate in all testing
                  -------------------
                  undertaken pursuant to this Section 3.2(c) to the extent
                  reasonably requested by AOL. TiVo shall use its commercially
                  reasonable efforts to diagnose any failure of Integrated
                  Product to comply with the Specifications and the Acceptance
                  Criteria set forth in Schedule 4 prior to and during any
                  testing. TiVo also shall use its commercially reasonable
                  efforts to promptly correct any such failure diagnosed by TiVo
                  or reported to TiVo in writing. TiVo's use of commercially
                  reasonable efforts to diagnose and correct such failures shall
                  not supersede the rights and remedies of the Parties set forth
                  in Subsection 3.2(c)(iii) above.

          (v)     Review of Documentation.  AOL shall also be entitled to
                  -----------------------
                  evaluate whether the TiVo Documentation is consistent with
                  Section 3.2(a)(x). All required documentation shall be
                  provided to AOL, in the form mutually agreed to by the
                  Parties, prior to and as a condition of AOL's Acceptance of
                  Integrated Product.

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* * * Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission.  Confidential treatment has been
requested with respect to the omitted portions.

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          (vi)    No Effect on TiVo's Other Obligations.  AOL's inspection or
                  -------------------------------------
                  failure to inspect, and AOL's Acceptance of the Integrated
                  Product shall in no way relieve TiVo of its obligations under
                  this Section 3.2 and Section 5.2 of Schedule 5 of this
                  Agreement. Notwithstanding the foregoing, if AOL does not test
                  the Integrated Product in accordance with Section 3.2(c)(ii)
                  within the time frames set forth therein, the Integrated
                  Product shall be deemed "accepted" by AOL.

     (d)  Support of AOL.  TiVo will provide for the sole and exclusive benefit
          --------------
          of AOL support of the Integrated Product in accordance with the
          support level provisions of Schedule 6, at no cost to AOL or any End
          User. Subject to the provisions of Section 10.1, such support does not
          extend to any third parties, including without limitation any End-
          Users, and specifically excludes any obligation to provide corrections
          for errors in the operation of the AOL TV Software and/or AOL TV
          Service, if such errors are attributable to the AOL TV Software or AOL
          TV Service in the form provided by AOL.

     (e)  Provisioning Support. The TiVo Platform shall include service
          --------------------
          provisioning support required to remotely update, manage and maintain
          the Integrated Product, including the software thereof, in a multiple
          service, closed loop bit and information management system, as set
          forth in Schedule 7 attached hereto (the "Provisioning Support"). Such
          Provisioning Support also shall include without limitation, service
          testing and certification, reliable distribution of service software
          to receiver populations, operational reporting and data acquisition,
          measurement and backhaul, as set forth in Schedule 7. The Integrated
          Product shall operate substantially in accordance with the
          specifications for maximum downtime, service interruption and
          degradation as set forth in the Specifications; provided that in no
          event shall TiVo be responsible for any downtime, service interruption
          or degradation attributable to the AOL communications network, AOL TV
          Service, AOL TV Software or any manufacturing defect in the Integrated
          Product.

     (f)  TiVo Channel.  Except as otherwise provided herein, TiVo shall, at its
          ------------
          expense, be responsible for programming, operation and management of
          the TiVo Channel. Notwithstanding the foregoing, TiVo may, * * *,
          discontinue the TiVo Channel (or any portion(s) thereof) * * *,
          provided that in the event of a discontinuance of the TiVo Channel,
          AOL's obligations to TiVo hereunder shall terminate except AOL's
          obligations to TiVo set forth in Sections * * *, and * * *. In
          addition, AOL may continue to offer * * * to all current and future
          End Users of the AOL TV Service using the Integrated Product and may
          develop, implement and/or offer * * *; provided that AOL shall not use
          or incorporate any technology owned or provided by TiVo, except to the
          extent necessary to implement * * * and to provide required
          Provisioning Support, and provided that any such use remains subject
          to the restrictions in Section 4 of Schedule 5.

     (g)  Marketing Assistance. TiVo will assist AOL to market and distribute
          --------------------
          the Integrated Product and promote the Integrated Service in
          accordance with the AOL marketing and distribution plan set forth in
          Schedule 8 attached hereto (the "Marketing Plan"). TiVo's assistance
          shall be in the form of provision of all necessary TiVo logos and
          trademarks for inclusion in the AOL marketing and promotional
          materials.

     (h)  * * *

     (i)  * * *

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* * * Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission.  Confidential treatment has been
requested with respect to the omitted portions.

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3.3  Obligations of AOL.
     ------------------

     (a)  AOL's Assistance.  AOL shall, at its expense and upon request by TiVo,
          ----------------
          furnish TiVo with materials in AOL's possession and control, except
          source code, that are reasonably related to TiVo's development and
          testing of the Integrated Product (collectively, "AOL Materials"). AOL
          shall provide the relevant AOL Materials to TiVo as soon as practical
          after the Effective Date and promptly upon the release of any new
          versions of such AOL Materials. AOL shall provide TiVo reasonable
          technical assistance to enable TiVo to port the Liberate Browser
          functionality to the Integrated Product as set forth in Section 3.2(a)
          including, without limitation, providing TiVo with access to current
          and future software releases, in object code form, of the AOL TV
          Software and AOL Deliverables.

     (b)  Network Access.  AOL will utilize its communications network to
          --------------
          deliver the necessary data required to enable the functionality of the
          Integrated Service and the Robust DVR Functionality to all Integrated
          Products. * * * for the delivery of this data.

     (c)  Availability of Integrated Product.  AOL's decision to not
          ----------------------------------
          commercially release and deploy the Integrated Product by * * *
          (provided that TiVo has not committed a Material Breach that has not
          been cured or waived at such time and the that Integrated Product has
          been Accepted by AOL as provided herein) * * * subject, however, to
          AOL's decision to deploy or continue to provide the AOL Interactive TV
          Service as set forth in Section 3.3(d).

     (d)  AOL TV Service.  Except as otherwise provided herein, AOL shall, at
          --------------
          its expense, be responsible for programming, operation and management
          of the AOL TV Service. Subject to the provisions of this Agreement,
          AOL shall determine, in its sole and absolute discretion, the nature
          and type of content and services that will be made available on the
          AOL TV Service. AOL shall have no obligation to consult with or
          otherwise notify TiVo regarding any decisions relating to the nature
          and type of content and services that will be available on the AOL TV
          Service. Notwithstanding the foregoing, AOL may, at any time and in
          its sole and absolute discretion, discontinue the AOL Interactive TV
          Service without any liability whatsoever to TiVo. AOL shall use
          reasonable commercial efforts to provide TiVo with a minimum of * * *
          written notice prior to discontinuing the AOL Interactive TV Service.
          If AOL publicly announces that it will discontinue its efforts in
          providing interactive television (including the AOL TV service, any
          successor service thereto, and any other interactive television
          service) (herein, the "AOL Interactive TV Service") then TiVo may
          request from AOL confirmation of such announcement and, upon receipt
          of such confirmation in writing from AOL by TiVo, * * * to TiVo for
          use * * *, however, * * * will not affect any "Escrowed Funds" as
          defined in the Investment Agreement.

     (e)  End User Interface.  AOL will consult with TiVo in developing design
          ------------------
          guidelines of the End User interface of the Integrated Product (the
          "User Interface") that will be compatible with the Specifications,
          including the placement of TiVo buttons on the AOL TV Main Menu and
          AOL TV EPG layout and button placement, subject to AOL's final
          approval of same, as set forth in Section 5.1.

     (f)  AOL Deliverables. AOL shall, at its expense, provide to TiVo the AOL
          ----------------
          TV Software, in object code form only, which conforms in all material
          respects to the applicable Specifications and AOL

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* * * Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission.  Confidential treatment has been
requested with respect to the omitted portions.

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          TV documentation (collectively, the "AOL Deliverables"). Such AOL
          Deliverables shall be delivered to TiVo no later than the dates
          specified in the Milestone Schedule in order for TiVo to meet its
          obligations set forth in this Agreement.

     (g)  Documentation.  AOL will develop documentation for the Integrated
          -------------
          Product instructing End-Users how to subscribe to and use the AOL TV
          Service ("Subscriber Documentation"). TiVo will assist AOL in
          developing Subscriber Documentation related to the DVR Functionality.
          AOL shall * * *, design and reproduction of all such Subscriber
          Documentation, unless otherwise provided in the Marketing Plan.

     (h)  Marketing and Distribution.  AOL, with TiVo's reasonable assistance,
          --------------------------
          shall market and distribute the Integrated Product in accordance with
          the Marketing Plan.

3.4  Liberate License.  TiVo has secured a license from Liberate to use the
     ----------------
     Liberate Browser in the manner required to integrate the Liberate Browser,
     the TiVo TV Software and the AOL TV Software into the Integrated Product,
     manufacture, market and distribute the Integrated Product and offer the
     Integrated Service as contemplated in this Agreement. TiVo has delivered to
     AOL a copy of the TiVo-Liberate agreement and all schedules, exhibits,
     attachments and amendments thereto. AOL shall provide commercially
     reasonable assistance to TiVo to cause Liberate to perform its obligations
     required to implement the Integrated Product and offer the Integrated
     Service within the timeframes set forth in the Milestone Schedule. TiVo
     shall use reasonable commercial efforts (i) to keep AOL appraised of
     Liberate's performance or any non-performance; (ii) to provide AOL with
     notice of status and issues meetings relating to the same; and (iii) to
     provide AOL the opportunity to participate in any such meetings.

3.5  Program Managers; Dedication of Resources.  AOL and TiVo each shall
     -----------------------------------------
     designate a program manager ("Program Manager") who shall be the principal
     point of contact between them for all matters relating to this Agreement.
     The initial Program Manager for AOL shall be Lin Jenner and the initial
     Program Manager for TiVo shall be Allen Bourgoyne. AOL and TiVo may
     designate new Program Managers and other personnel responsible for
     particular tasks related to this Agreement by written notice to the other
     Party.

3.6  TiVo Responsibility for Performance.  TiVo acknowledges and agrees that it
     -----------------------------------
     is solely responsible for performance of its obligations to develop the
     Integrated Product so that it conforms in all material respects to the
     applicable Specifications, as warranted by TiVo in Section 5 of Schedule 5,
     on schedule in accordance with the Milestone Schedule. Notwithstanding the
     foregoing, TiVo shall not be in breach of the foregoing obligation to the
     extent TiVo fails to perform such obligation because (i) TiVo received the
     AOL TV Software, which conforms in all material respects to the applicable
     Specifications, later than the date specified in the Milestone Schedule;
     (ii) the Specifications are finalized in a form mutually agreed to by the
     Parties later than the date specified in the Milestone Schedule; (iii) the
     Liberate Browser, in the form eventually accepted by TiVo and used in the
     Integrated Product is made available to TiVo later than the date specified
     in the Milestone Schedule; and (iv) of other failures or delays resulting
     from the acts or omissions of AOL or Liberate. If a milestone date
     specified in the Milestone Schedule is missed due to the fault of AOL or
     Liberate, the Milestone Schedule will be adjusted equitably to account for
     the delay, to the extent such fault caused the delay.

3.7  Milestone Schedule.  The Parties will meet at least monthly to review each
     ------------------
     Party's respective performance and the overall status of the project in
     accordance with the Milestone Schedule. If either Party, or the project as
     a whole, is not on schedule, the Parties agree to work together to resolve
     the delay. Notwithstanding the foregoing, nothing in this Section 3.7 shall
     be construed to alter the rights and obligations on either Party with
     respect to any delay of either Party under this Agreement.

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* * * Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission.  Confidential treatment has been
requested with respect to the omitted portions.

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4.  The Integrated Product.

    4.1  Hard Drive Allocation.  AOL will allocate to TiVo * * * on the Hard
         ---------------------
         Drive of each Developed Hardware containing the Integrated Service for
         the purpose of providing the TiVo Channel (the "TiVo Hard Drive
         Allocation"). * * * The Hard Drive storage area required to enable the
         Basic DVR Functionality is estimated to be approximately * * * TiVo's
         space requirement for the software needed to enable the Basic DVR
         Functionality of the Integrated Service shall not be considered to be
         part of the TiVo Hard Drive Allocation, unless the storage requirement
         for such software exceeds * * *, in which case the storage area
         required in excess of * * * shall be at the expense of TiVo's * * *
         allocation. * * * allocated to the TiVo Channel and services may be
         increased to accommodate additional TiVo Channel offerings in the
         future as mutually agreed by the Parties. * * *

    4.2  Integrated Service EPG.  The Integrated Service will utilize the AOL TV
         ----------------------
         EPG, * * *. During the term of this Agreement and subject to the terms
         and conditions set forth herein, TiVo and AOL will cooperate in good
         faith to establish processes and procedures required or appropriate to
         incorporate TiVo and AOL fields and data into the AOL TV EPG and to
         efficiently deliver such AOL TV EPG to the Integrated Product for use
         by the AOL TV Service and the TiVo Channel in accordance with the
         Specifications. Notwithstanding the foregoing and for the avoidance of
         doubt, AOL shall not have access to * * * for use with * * * in support
         of * * *

    4.3  Hardware Costs.  AOL will have the right, at its option, to use the
         --------------
         TiVo remote control hardware to be provided with the Integrated Product
         to run the Integrated Service and TiVo will provide assistance to allow
         AOL to map the buttons and features of such remote to the Integrated
         Service. AOL will pay the actual reasonable cost of (a) all alpha and
         beta versions of the TiVo Platform in excess of the number of units
         described in Section 3.2(c)(ii) and (iii) * * * necessary for the
         testing of such hardware as provided for in Section 3.2(c) above, (b)
         reasonable engineering and tooling costs of changes to the TiVo remote
         control requested by AOL, and (c) reasonable engineering costs of
         causing AOL's own remote control and/or keyboard to function with the
         Integrated Product.

5.  The Integrated Service.

    5.1  AOL Linking to the TiVo Channel.  As part of the Integrated Service,
         -------------------------------
         TiVo shall provide the Initial Robust DVR Functionality, as described
         in Schedule 10 attached hereto for use solely with the TiVo Channel.
         AOL will provide TiVo with a menu box or button linked to the TiVo
         Channel that is * * *. AOL shall determine the look,
         feel and user interface of the AOL TV Main Menu. Such linkable button
         shall be viewable by End Users when initiating any session or
         interaction with the Integrated Service. In addition, AOL will provide
         TiVo with a similar linkable button on the AOL TV EPG and other areas
         of the Integrated Service where appropriate as agreed to by the
         Parties. The buttons will link to the TiVo Channel, which will contain
         TiVo-branded DVR content and services. The TiVo Channel will also be
         accessible through a TiVo-branded, multi-color button contained at the
         top center of each remote control for the Integrated Service and
         through a similar key * * *. TiVo shall make provision for automatic
         updates of, and shall regularly update, subject to telephone access via
         the AOL communications network to the Integrated Product as controlled
         by the End User, the program, schedule and related data used by the
         Robust DVR Functionality to ensure that the program and schedule
         information contained in the TiVo Channel is reasonably current. AOL
         will host provisioning for updates to the EPG Data to facilitate the
         receipt and integration of such updates.

-------------------------
* * * Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission.  Confidential treatment has been
requested with respect to the omitted portions.

                                       9
<PAGE>

5.2  Extended or Additional Services.  Although the initial Robust DVR
     -------------------------------
     Functionality will be based on the features and functionality described in
     Schedule 10 as of the Effective Date (the "Initial Robust DVR
     Functionality"), the Parties acknowledge that enhanced or additional
     features may be offered in subsequent versions of the TiVo Software. TiVo
     may desire from time to time to offer enhanced or additional services as
     part of the Robust DVR Functionality including, without limitation,
     enhanced services for which TiVo may require End Users to pay a fee, which
     enhanced or additional services shall not include the updates and upgrades
     discussed in Section 5.3 below or the services provided by the Basic DVR
     Functionality (the "New Services"). Such New Services may be developed by
     TiVo internally (such as * * *) or developed in conjunction with third
     parties and offered as part of the TiVo Channel (such as * * *). Nothing
     herein shall restrict TiVo's right to develop and offer enhanced or
     additional DVR Functionality on TiVo platforms other than the Developed
     Hardware. Any current, enhanced or new services offered by TiVo through the
     Integrated Product for which it charges an End User an additional fee shall
     be deemed a New Service. * * *

5.3  TiVo Software Updates and Upgrades.  AOL will have editorial approval
     ----------------------------------
     rights with respect to changes in content, advertising and minor upgrades
     and updates to the Initial Robust DVR Functionality, such approval not to
     be unreasonably withheld or delayed. To the extent that TiVo makes
     generally available to its subscribers updates and upgrades to the TiVo
     Software, TiVo shall offer such updates and upgrades to AOL solely for use
     in the Integrated Product. AOL, in its discretion, may elect to test such
     updates and upgrades, with reasonable assistance provided by TiVo, and, if
     AOL so desires, AOL, with reasonable assistance from TiVo, may integrate
     such updates and upgrades into the Integrated Product and distribute such
     AOL-approved updates or upgrades to End Users. If AOL elects not to
     incorporate a particular upgrade, TiVo shall continue to support the
     version of the TiVo Software used in the Integrated Product in accordance
     with Section 3.2 and Schedules 6 and 7 hereof. Notwithstanding the
     foregoing, AOL shall promptly incorporate any upgrade or update provided by
     TiVo to remedy any infringement or potential infringement of the TiVo
     Software (in the form then-currently used by AOL) as further described in
     Subsection 8.3 of Schedule 5.

5.4  * * *

6.  Exclusivity

    6.1  Subject only to the exceptions set forth in this Section 6.1 and as
         provided in Section 6.2 with regard to platforms not in AOL's control
         and MSOs, * * *. With respect to Sections 6.1(a) and 6.1(c) below, the
         Exclusivity shall terminate, at

-------------------------
* * * Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission.  Confidential treatment has been
requested with respect to the omitted portions.

                                       10
<PAGE>

     AOL's option, following thirty (30) days' written notice to TiVo of the
     occurrence of the respective condition(s) specified in Section 6.1(a) or
     6.1(c), as the case may be, and the failure of TiVo to correct such
     condition(s) during such thirty (30) day period. With respect to Section
     6.1(b), AOL, at its option, may terminate the Exclusivity immediately upon
     written notice to TiVo. The Exclusivity shall terminate in the following
     cases:

    (a)  If because of TiVo's or TiVo contracted third parties' failure to
         perform or Material Breach (with the exception of Liberate and as
         opposed to delays caused by AOL or AOL contracted third parties), the
         Shipment Release of the Developed Hardware supporting the Integrated
         Service does not occur by * * * the Exclusivity shall terminate.

    (b)  * * *

    (c)  If the AOL TV Service is offered on a hardware/software platform as to
         which TiVo is unable to port its service in a "Reasonable" time frame,
         the Exclusivity shall terminate as to that platform. Until * * *
         "Reasonable" time frame shall mean the last to occur of * * * from
         authorization to begin work and the receipt by TiVo of all necessary
         hardware and software specifications and/or source code, or * * * prior
         to the projected date upon which the platform will first be available
         for public distribution with AOL TV Service enabled. After * * *
         "Reasonable" time frame shall mean the last to occur of * * * from
         authorization to begin work and the receipt by TiVo of all necessary
         hardware and software specifications and/or source code, or * * * to
         the projected date upon which the platform will first be available for
         public distribution with AOL TV Service enabled. In all cases, TiVo's
         porting schedule will reflect commensurate penalties for failure to
         deliver as promised.

6.2  If AOL desires to distribute AOL TV on a platform not in AOL's control or
     in conjunction with an MSO (e.g., Cox, Comcast, Time-Warner Cable and
     MediaOne), then * * *. The Parties mutually agree that following the
     closing of the merger between AOL and Time Warner, Inc. (the "Closing"), *
     * *.

7.  Development Costs; Royalties

    7.1  Development Costs.  * * * will be responsible for * * * in
         -----------------
         relation to the development of the Specifications, the Integrated
         Product and the Integrated Service in order to enable delivery of the
         Integrated Service by the milestone date specified in the Milestone
         Schedule; particularly, * * * will remain responsible for the costs
         related to its obligations under * * * above.

    7.2  Integrated Service Revenues.  AOL will collect and, subject to the
         ---------------------------
         limitations set forth below, retain revenues generated from sales of
         the Developed Hardware and from subscription to and use of the
         Integrated Service. AOL shall pay to TiVo all revenues collected by AOL
         that are generated from any

-------------------------
* * * Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission.  Confidential treatment has been
requested with respect to the omitted portions.

                                       11
<PAGE>

         New Services for which TiVo charges an additional fee. TiVo will retain
         all advertising, promotion, audience measurement (subject to the
         provisions of Subsection 5.4) and other revenues generated by the TiVo
         Channel that are collected by TiVo.

    7.3  Taxes.  Neither Party shall be required to reimburse the other Party
         for any taxes, including, without limitation, ad valorem personal
         property taxes, state and local privilege, franchise and excise taxes
         based on gross revenue, and taxes based on or measured by such Party's
         net income.

8.  Distribution, Marketing and Promotion.

    8.1  Distribution.  During the term of this Agreement (following completion
         ------------
         of the Development Activities and Acceptance), AOL will distribute the
         Integrated Products in accordance with the Marketing Plan. The schedule
         for such distribution set forth in the Marketing Plan will be
         reasonable taking into account the schedule for the Development
         Activities and manufacturing and distribution lead times, but in no
         event later than * * *. Following completion of the Development
         Activities and Acceptance of the Developed Hardware and subject to an
         applicable commercially reasonable and royalty-free license agreement,
         TiVo will deliver all the software required to operate the Integrated
         Product and enable the Integrated Service to AOL's Manufacturers for
         distribution by inclusion in the Integrated Product. AOL and TiVo agree
         that it is the intent of both Parties to * * * of the
         Integrated Service and will cooperate to explore additional
         distribution relationships with third party hardware manufacturers,
         service providers, retailers, etc.

    8.2  Subsidy Payments.  Pursuant to the Investment Agreement, dated as of
         ----------------
         the date hereof, between TiVo and AOL (the "Investment Agreement"), AOL
         and TiVo have agreed that TiVo will deposit certain funds totaling up
         to * * * (the "Earmarked Funds") into an escrow account pursuant to a
         form of escrow agreement attached as an exhibit to the Investment
         Agreement (the "Investment Escrow Agreement"). TiVo agrees that, upon
         and after the release of the Earmarked Funds from escrow in accordance
         with the terms of the Investment Escrow Agreement, the Earmarked Funds
         will be segregated from TiVo's other cash balances and used by TiVo (a)
         * * * (as defined below) or (b) if agreed in writing by AOL and TiVo, *
         * * of the Integrated Product in amounts and on terms set forth in such
         written agreement, and (c) for no other purpose. In order to * * * the
         production and * * * TiVo shall make a payment of * * * for each unit
         of Developed Hardware produced and shipped, such payment to be made to
         (x) the Manufacturer or Manufacturers; or (y) to such other party as
         determined by AOL (each such payment, a "* * *"). * * * TiVo promptly
         shall provide to AOL all such information as AOL shall reasonably
         requests concerning TiVo's use of the Earmarked Funds and * * *
         relating to TiVo's compliance with this Section 8.2.

    8.3  Hardware Branding and Packaging.  The Integrated Service as enabled in
         -------------------------------
         the Developed Hardware will be branded * * * in a manner as is mutually
         agreed by the Parties * * *. All of the Robust DVR Functionality and
         TiVo Channels, except for the Live TV Guide accessible from the TiVo
         Channel, which will be an AOL TV EPG as noted above, will be * * *, as
         mutually agreed by the Parties.

    8.4  Ad Sales Representation.  Subject to mutually agreed upon terms and
         -----------------------
         performance requirements and milestones, AOL will serve as TiVo's
         representative for sales of advertising inventory (e.g., ads,
         promotions, links) to be offered within the TiVo Channel and upon
         TiVo's reasonable approval of such advertisements, TiVo agrees to run
         such advertisements on the TiVo Channel as arranged by AOL. TiVo will
         retain all advertising and commerce revenues from the TiVo Channel, net
         of AOL's selling expenses (as to which the Parties mutually will agree)
         and * * * commission. All advertising will be subject to AOL's standard
         advertising policies and, with respect to advertising placed by AOL on
         the Integrated

-------------------------
* * * Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission.  Confidential treatment has been
requested with respect to the omitted portions.

                                       12
<PAGE>

          Service, such advertising will not include the promotion of personal
          television services that are competitive to TiVo in any material
          respect.

     8.5  Marketing Materials and On Screen Promotion.
          -------------------------------------------

          AOL will include materials promoting the TiVo Channel in the packaging
          of the Integrated Product, including without limitation promotional
          inserts and TiVo Channel user manuals inside such packaging and a
          promotional presence on the outside of such box and on any appropriate
          retail signage. AOL will provide all such promotional materials in
          accordance with Section 3.3(f), which materials will be subject to the
          reasonable approval of TiVo.

9.   Payment and Related Terms.

     9.1  Books and Records.
          -----------------

          (a)  Maintenance of Records.  Each Party shall maintain complete,
               ----------------------
               clear and accurate records of all expenses, revenues, fees,
               transactions and related documentation (including agreements) in
               connection with the performance of this Agreement ("Records").

          (b)  Records on Disputed Amounts.  Each Party shall provide the other
               ---------------------------
               Party with supporting documentation concerning any disputed
               invoice within thirty (30) days of receipt of written notice of a
               dispute. Each Party shall also be entitled to audit the other
               Party's books and records in accordance with Section 9.1(c) below
               in order to verify any amounts in dispute.

          (c)  Audit Rights.  For the sole purpose of ensuring compliance with
               ------------
               this Agreement, each Party shall have the right to direct an
               independent certified public accounting firm subject to strict
               confidentiality restrictions to conduct a reasonable and
               necessary copying and inspection of portions of the Records of
               the other Party which are directly related to the amounts payable
               to TiVo hereunder. Any such audit may be conducted after five (5)
               business day's prior written notice, subject to the following.
               Such audits shall not be made more frequently than once every
               twelve months. Any such audit shall be at the auditing Party's
               expense, unless an audit discloses that the other Party
               overcharged or underpaid, as applicable, the auditing Party by at
               least * * * for the period of the audit, in which case the
               audited Party shall reimburse the auditing Party for the
               reasonable costs of the audit. In the event of any dispute or
               disagreement regarding such payments, either Party may refer the
               matter to the Management Committee as set forth in Section 16 of
               Schedule 5 (Management Committee/Arbitration). Notwithstanding
               the foregoing, neither Party may audit the other Party for the
               period from sixty (60) days prior to the end of its fiscal year
               to thirty (30) days following the end of such fiscal year.

     9.2  Disputed Amounts.  AOL shall not be obligated to make payments
          ----------------
          required hereunder to the extent and for the duration that such
          payments are in dispute in good faith; provided, however, that in the
          event of such dispute, AOL shall be required to make payments required
          hereunder on any undisputed portion of any properly rendered invoice
          for which payment is due. Each Party shall be deemed to have
          acknowledged and accepted the validity of any claim if it does not
          notify the other Party that it disputes such claim and specifies with
          particularity its reasons therefor within thirty (30) days from the
          date it receives notice thereof.

10.  Customer Support.

     10.1  Support Responsibilities.  AOL will be responsible for providing
           ------------------------
           * * * customer support to End Users of the Integrated
           Service. Tier one support includes (i) initial contact with the user
           to define

----------------------
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with the Securities and Exchange Commission.  Confidential treatment has been
requested with respect to the omitted portions.

                                       13
<PAGE>

            the problem, if any, and (ii) the provision of answers to any
            questions about product functionality, to the extent reasonable
            possible. Tier two support is a higher level of support that
            reflects a knowledge base of principally all known issues that may
            arise related to the TiVo Channel and DVR Functionality. AOL will
            provide a toll-free telephone number to TiVo for referral of End
            Users having support issues. In addition, TiVo shall provide such
            training and materials to AOL's customer service and telemarketing
            representatives as is reasonably required to enable AOL to provide
            tier one and tier two support of the TiVo Channel, the Robust DVR
            Functionality and the Basic DVR Functionality, and the Integrated
            Product. To this end, TiVo agrees to provide AOL sufficient product
            and service information to reasonably support such training efforts.
            TiVo shall also provide AOL with * * * at which TiVo's designated
            technical support personnel responsible for the Integrated Product
            can be reached by AOL's designated support personnel, * * * to
            answer AOL's questions with respect to the Integrated Product that
            could not be handled by AOL's tier one and tier two support
            contacts. AOL agrees that AOL will only contact TiVo's designated
            support personnel outside of TiVo's standard customer service hours
            in the event of a major service interruption or other problem that
            results in a significant increase in immediate call volume to AOL's
            call centers. AOL shall provide TiVo with * * * at which technical
            support personnel responsible for the AOL TV Software and the AOL TV
            Service can be reached by TiVo * * * for referral of customers with
            questions with respect to the AOL TV Software and the AOL TV
            Service. TiVo will provide service engineering support to AOL as it
            relates to the TiVo Channel, the Robust DVR Functionality and the
            Basic DVR Functionality, in accordance with Schedule 11. TiVo's
            obligations to support the Basic DVR Functionality contained in the
            Integrated Product shall survive the expiration or termination of
            this Agreement.

      10.2  Support Materials.  Prior to the first commercial release of the
            -----------------
            Integrated Product, the Parties will mutually agree on customer
            support information materials so as to clearly indicate the
            appropriate customer service contact for particular problems and
            questions related to the integration and user interface of the
            Integrated Product.

      10.3  Liberate Browser Support.  As part of * * * * * * will provide for
            ------------------------
            maintaining the port of the Liberate Browser, including upgrades, on
            the Developed Hardware during the term. During the Term, as between
            * * * * * * will bear the cost of such maintenance.

11.  Term and Termination.

      11.1  Term.  Subject to the right of extension, as provided below, the
            ----
            term of this Agreement shall commence on the Effective Date and
            shall terminate on the * * * anniversary of the Effective Date (the
            "Initial Term"). The Agreement may be extended by mutual agreement
            of the Parties, except that, if the Subsidy Payments have not
            exhausted the Earmarked Funds by the end of the Initial Term, AOL
            may extend the term of the Agreement for successive * * * renewal
            periods until such time as the Earmarked Funds shall be exhausted.
            The Initial Term, together with any extensions thereto, shall be
            referred to herein as the "Term."

      11.2  Termination for Material Breach.  Either Party may terminate this
            -------------------------------
            Agreement immediately by giving written notice to the other Party
            for the occurrence of any Material Breach by such other Party. For
            the purposes of this Agreement, "Material Breach" shall mean a
            Party's material default in the performance or observance of any
            material covenant, agreement or condition set forth herein, which
            default remains uncured for a period of thirty (30) days (or other
            applicable cure period as may be specified herein) from the date
            that the other Party provides notice to the defaulting Party of such
            default, including, without limitation, any of the following:

            (a)  a Party's uncured material breach of any of Sections * * * of
                the Agreement; or

----------------------------
* * * Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission.  Confidential treatment has been
requested with respect to the omitted portions.

                                       14
<PAGE>

     (b)  a Party's uncured material breach of any provision of * * * or

     (c)  * * *

11.3  * * *

11.4  Termination by * * *.  * * * may terminate this Agreement immediately upon
      --------------------
      notice to * * * if the Parties fail to mutually agree upon * * * of the
      Effective Date.

11.5  Termination for Insolvency.  Either Party may terminate this Agreement
      --------------------------
      effective immediately upon giving notice to the other Party, (i) upon the
      institution by or against such other Party of insolvency, receivership or
      bankruptcy proceedings or any other proceedings for the settlement of its
      debts and such proceeding is not dismissed within sixty (60) days of its
      being filed; (ii) upon such other Party making an assignment for the
      benefit of creditors; or (iii) upon such other Party's dissolution or
      liquidation.

11.6  Cancellation of * * *.  If at any time during the term hereof * * *
      ---------------------
      announces the discontinuation of its efforts in providing * * * (including
      * * * any successor service thereto, and any other * * *, and does
      discontinue such efforts, * * * may terminate this Agreement * * * upon
      thirty (30) days' prior written notice. Notwithstanding the foregoing, in
      the event of such discontinuance, all Earmarked Funds shall be immediately
      * * *.

11.7  * * *

11.8  Effect of Termination or Expiration.
      -----------------------------------

     (a)  If this Agreement is terminated pursuant to Section * * * or Section *
          * * each Party, at the option of such Party, shall return to the other
          Party all of such other Party's Confidential Information or destroy
          all of such other Party's Confidential Information, including all
          copies of, and notes and compilations related thereto, and shall
          certify in writing to the other Party that such obligations have been
          completed.

     (b)  If this Agreement expires or is terminated (i) by * * * pursuant to
          Section * * * or Section * * *, or (ii) by * * * pursuant to Section *
          * *, the Parties agree that within thirty (30) days of the date of
          such termination or expiration of this Agreement, * * * shall
          discontinue * * * provided that * * * shall retain * * * necessary to
          * * *

     (c)  If this Agreement is terminated by * * * pursuant to Section * * *
          Section * * * or Section * * *, the Parties agree that * * * may * * *
          the * * * in accordance with the terms hereof.

     (d)  Unless this Agreement is terminated pursuant to Section * * * Section
          * * * or Section * * * (i) the termination of this Agreement shall not
          affect the right of * * * including without limitation * * * and (ii)
          accordingly, * * *

     (e)  * * *

11.9  Survival.  Notwithstanding the termination, cancellation or expiration of
      --------
      this Agreement for any reason, the provisions of Sections * * * of this
      Agreement and Sections * * * through * * * and * * * of Schedule * * *
      shall survive such termination, cancellation or expiration indefinitely
      and the provisions of Section * * * of this Agreement and Section * * * of
      Schedule * * * shall survive such termination, cancellation or expiration
      solely to the extent necessary * * * set forth in Section * * * of this
      Agreement.

--------------------------
* * * Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission.  Confidential treatment has been
requested with respect to the omitted portions.

                                       15
<PAGE>

12.  Standard Terms.

     The Standard Terms & Conditions set forth on Schedule 5 attached hereto are
     hereby made a part of this Agreement.



                    [Signatures contained on following page]

                                       16
<PAGE>

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their duly authorized officers and representatives as of the day and year
first written above.

AMERICA ONLINE, INC.                        TIVO, INC.


By: /s/ David M. Colburn                    By: /s/ Michael Ramsay
    -------------------------------             ------------------------------

Name: David M. Colburn                      Name: Michael Ramsay
      -----------------------------               ----------------------------

Title: President, Business Affairs          Title: Chief Executive Officer and
       ----------------------------                ---------------------------
                                                   Chairman of the Board of
                                                   Directors
                                                   (Principal Executive Officer)

                                       17

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