Seventh Amendment to Vendor Agreement




					
	 Exhibit 10.3
 as filed with
 10-Q
	 		  	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.

 SEVENTH AMENDMENT TO VENDOR
AGREEMENT 
 This SEVENTH AMENDMENT TO THE
VENDOR AGREEMENT (this “Seventh Amendment”) is effective as of May 1, 2007 (the “Seventh Amendment Effective Date”) by and between BEST BUY
PURCHASING LLC (“Best Buy”) and TIVO INC (“TiVo”). 
 RECITALS 
 WHEREAS, Best Buy Co., Inc. and TiVo Inc. entered into that
certain Vendor Agreement having an effective date of March 3, 2002, as amended (the “Vendor Agreement”); and 
 WHEREAS, Best Buy Purchasing LLC and TiVo Inc. wish to modify certain provisions in the Vendor Agreement as explicitly set forth in this Seventh Amendment. 
 NOW, THEREFORE, Best Buy Purchasing LLC and TiVo Inc. agree as follows: 
 AGREEMENT 
 Unless stated otherwise,
capitalized terms used herein have the meanings set forth in the Vendor Agreement. 
 1. TERM. Section 16.1 of the Vendor
Agreement is hereby amended by replacing “February 28, 2007” with “February 28, 2008” and by adding the following sentence: 
 “After which, this Agreement shall automatically renew for five (5) consecutive one year terms through February 28, 2013 unless sooner terminated as provided herein.” 
 2. Section 1 of the Vendor Program Agreement attached to the Vendor Agreement is amended by adding a new Section 1.5, reading as follows: 
 1.1 Reserved 
 1.2 Reserved 
 1.3 Third Amendment Residuals. Dealer shall be entitled to a residual for each DVR purchased from Vendor pursuant to the Vendor Agreement and sold
by Dealer on or after April 1, 2004 to a customer who subsequently subscribes to the TiVo Service and does not cancel [*] (“Subscriber”). The amount of such residual shall be [*] (the “[*] Per Box Residual”).
Vendor’s entitlement to [*] Per Box Residuals (a) begins upon activation of the TiVo Service by a Subscriber so long 
  


 [*] 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. 








 
as such Subscriber does not cancel within [*] of initial activation of the TiVo Service, (b) continues after expiration of this Vendor Agreement
(if applicable), and (c) terminates as provided in this Section 1.5. Vendor shall make payment of [*] Per Box Residuals on a [*] basis, and such payment will be delivered to Vendor within thirty (30) days after the end of the
applicable [*]. Accompanying such payment will be an electronic file in a format agreed upon by the parties containing information sufficient to substantiate the Residual amounts. The [*] Per Box Residuals for a Subscriber shall continue for:
(a) with respect to monthly subscribers to the TiVo Service, for each [*] such Subscriber remains subscribed to the TiVo Service and has not canceled Subscriber’s subscription to the TiVo Service but in any event for no longer than [*];
and (b) with respect to Product Lifetime subscribers to the TiVo Service, for [*]. In no event shall Vendor be obligated to pay more than [*] of [*] Per Box Residuals per DVR. The [*] Per Box Residuals may be altered based upon a good faith
negotiation occurring on each six month anniversary of the signing of this Agreement.” 
 1.4 Reserved 
 1.5 Seventh Amendment Residuals. Dealer shall be entitled to a residual for each DVR purchased from Vendor pursuant to the Vendor Agreement and
sold by Dealer on or after May 1, 2007 to a customer who subsequently subscribes to the TiVo Service and does not cancel [*] (“Subscriber”). The amount of such residual shall be one [*] (the “[*] Per Box Residual”). Where
the DVR purchased by a Subscriber [*]. Vendor’s entitlement to [*] Per Box Residuals (a) begins upon activation of the TiVo Service by a Subscriber and payment to Vendor so long as such Subscriber does not cancel within [*] of initial
activation of the TiVo Service, (b) continues after expiration of this Vendor Agreement (if applicable), and (c) terminates as provided in this Section 1.5. [*]. Vendor shall make payment of [*] Per Box Residuals on a [*] basis, and
such payment will be delivered to Vendor within [*] after the end of the applicable [*]. Accompanying such payment will be an electronic file in a format agreed upon by the parties containing information sufficient to substantiate the Residual
amounts. The [*] Per Box Residuals for a Subscriber shall continue for each [*] such Subscriber has paid for TiVo Service and the DVR has contacted the TiVo Service but in any event for no longer than [*]. In no event shall Vendor be obligated to
pay more than [*] of [*] Per Box Residuals per DVR. The [*] Per Box Residuals may be altered based upon a good faith negotiation occurring on each six month anniversary of the signing of this Agreement. 
 1.6. Understanding Regarding DVRs sold prior to [*]. All DVRs sold [*] prior to [*] shall be subject to section 1.3. [*]. 
  


 [*] 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. EFFECT OF AMENDMENT. Except as expressly modified herein, all
other terms and conditions of the Vendor Agreement remain in full force and effect. 
 IN WITNESS
WHEREOF, Best Buy Purchasing LLC’s and TiVo Inc.’s respective duly authorized officers have executed this Seventh Amendment. This Seventh Amendment may be executed in counterparts, each of which is deemed
an original, but all of which together constitute one and the same original. 
  

									
	TIVO INC.	 		 	BEST BUY PURCHASING LLC
					
	By:	 	 /s/ Joe Miller
	 		 	By:	 	 /s/ Chris Homeister

	Printed Name:	 	Joe Miller	 		 	Printed Name:	 	Chris Homeister
	Title:	 	SVP, Consumer Sales	 		 	Title:	 	VP, Merchandising
	Date:	 	May 1, 2007	 		 	Date:	 	April 27, 2007

  

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