Exhibit 10.25
XBOX LIVE SERVER PLATFORM ADDENDUM
TO THE XBOX 360 PUBLISHER LICENSING AGREEMENT
This Xbox Live Server Platform Addendum to the Xbox 360 Publisher Licensing
Agreement (this "XLSP Addendum") is entered into and effective as of the later
of the two signature dates below (the "Effective Date") by and between Microsoft
Licensing, GP a Nevada general partnership ("Microsoft"), and THQ Inc.
("Publisher"), and supplements the Xbox 360 Publisher License Agreement between
the parties dated as of October 31, 2005 (the "Xbox 360 PLA").
Except as
expressly provided otherwise in this XLSP Addendum, capitalized terms have the
same meanings ascribed to them in the Xbox 360 PLA.
The terms of the Xbox 360
PLA are incorporated by reference, and except and to the extent expressly
modified by this XLSP Addendum, the Xbox 360 PLA remains in full force and
effect and is hereby ratified and confirmed.
RECITALS
A.
Under the Xbox 360 PLA, Publisher may
include in its Xbox 360 Software Titles certain Online Features accessible via
Xbox Live.
Generally, Xbox Live is a closed online network accessible only by
servers owned and operated by Microsoft.
B.
Publisher wishes to host on Publisher's
servers or a third party server some or all of the Online Content for its Xbox
360 Software Titles in accordance with the terms and conditions set forth
herein.
Accordingly, for and in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, receipt of
which each party hereby acknowledges, Microsoft and Publisher agree as follows:
1.
DEFINITIONS
1.1
"PUBLISHER HOSTED ONLINE CONTENT" MEANS ANY
CONTENT, INCLUDING WITHOUT LIMITATION ANY ONLINE CONTENT OR ONLINE GAME FEATURE,
THAT IS HOSTED AND SERVED THROUGH THE PUBLISHER HOSTING SERVICES UNDER THE TERMS
OF THIS XLSP ADDENDUM.
1.2
"PUBLISHER HOSTING SERVICES" MEANS
PUBLISHER'S HOSTING OF PUBLISHER HOSTED ONLINE CONTENT PURSUANT TO THE TERMS AND
CONDITIONS OF THIS XLSP ADDENDUM, WHETHER PERFORMED BY PUBLISHER OR A THIRD
PARTY HOST, INCLUDING OPERATING, MAINTAINING AND CONTROLLING THE SERVERS
NECESSARY FOR THE PROVISION OF PUBLISHER HOSTED ONLINE CONTENT.
1.3
"THIRD PARTY HOST" MEANS A THIRD PARTY
PROVIDING PUBLISHER HOSTING SERVICES ON BEHALF OF PUBLISHER.
1.4
"XBOX LIVE SERVER PLATFORM" OR "XLSP" MEANS
MICROSOFT'S PLATFORM AND/OR SERVER ARCHITECTURE WHICH ENABLES THE PUBLISHER
HOSTING SERVICES TO FUNCTION AS AN EXPANSION TO THE FEATURES AVAILABLE FROM THE
XBOX LIVE SERVICE.
1.5
"XBOX LIVE USER CONTENT" MEANS ANY CONTENT
THAT ORIGINATES FROM XBOX LIVE USERS IN ANY FORMAT AND THAT IS PUBLISHED THROUGH
OR AS PART OF ANY PUBLISHER HOSTED ONLINE CONTENT, BUT EXCLUDING XBOX LIVE USER
COMMUNICATIONS.
1.6
"XBOX LIVE USER COMMUNICATIONS" MEANS
TRANSIENT VOICE AND TEXT COMMUNICATIONS SENT FROM AN XBOX LIVE USER TO ONE OR
MORE XBOX LIVE USERS (E.G, VOICE CHAT).
CONFIDENTIAL
2.
APPROVAL AND CERTIFICATION
All proposed Publisher Hosting Services and Publisher Hosted Online Content must
go through the same approval process as set forth in the Xbox 360 PLA (i.e., the
stages for Concept approval, pre-Certification, Certification and Marketing
Materials approvals that apply to all aspects