EXHIBIT 10.3
MASTER SOFTWARE LICENSE AGREEMENT
This agreement is dated for reference September 18, 2001.
BETWEEN:
NSOFTWIZ TECHNOLOGIES INC., an existing B.C. company having
a place of business at #190 - 00000 Xxxxxxxxxxx Xxx,
Xxxxxxxx, X.X., X0X 0X0
("Vendor")
AND
iGames Entertainment Inc., a Nevada, USA registered
company,
000 Xxxxxx Xxxx Xxxxx #0000, Xxxx Xxxxx, XX 00000-0000, XXX
(000) 000-0000
("Buyer")
RECITALS:
A. Vendor has developed an on-line casino game commonly referred to
as Indian Multiplay Casino, more particularly described in Article 1.1 and
Schedule "A" and
B. Buyer wishes to purchase a master license to use and sub-license
the software on the terms set forth in this agreement.
NOW THEREFORE, in consideration of the respective representations and
warranties set forth and of the mutual covenants and agreements contained in
this agreement, the parties agree as follows:
ARTICLE 1 - DEFINITIONS
The following terms have the following meanings:
1.1 "Software" means the current version of that certain computer
software program commonly referred to as Indian Multiplay Casino,
more particularly described in Schedule A.
1.2 "Effective Date" means September 18, 2001, or such other dates as
the parties agree to in writing.
1.3 "Territory" means the entire world.
ARTICLE 2 - SALE OF MASTER LICENSE to bUYER
2.1 License of Software. As of the Effective Date, Vendor hereby
licenses Buyer, and Buyer hereby purchases from Vendor an exclusive
marketing and master license for the Territory in relating to the
Software on the terms set out in Schedule B, free and clear of any
liens, pledges, security interests, claims or encumbrances of any
kind. Buyer is to maintain license on an exclusive basis for all
registered affiliates and sub-licensees. Buyer shall possess and
maintain access to Indian Multiplay Casino game source code and have
unlimited access and authority to modify images and customize source
code to brand Indian Multiplay Casino for its own purposes and
sub-licensees. Buyer shall have the right to integrate financial
wagering solution Market Challenge 2.0, keeping all rights thereto,
with the cooperation of Vendor for sale to sub-licensees.
Page 1 of 15
MASTER SOFTWARE LICENSE AGREEMENT
Buyer shall not re-sell and/or copy Indian Casino Software without
Vendor's authorization. The Buyer or Sub-licensee is responsible for
the purchase of licenses to use such third party tools, libraries or
frameworks. Without limiting the generality of the foregoing, Buyer
will require the following software to work with the source code:
JAVA, Director, JSP, IIS and MS SQL. Additionally, Vendor shall
provide link and game access of Indian Casino to
xxx.xXxxxxXxxxxxxxxxxx.xxx, allowing potential clients/sub-licensees
to experience and "play for free" Indian Casino games for purchase
by qualified owners/operators.
2.2 Purchase Price. On or before the date of this agreement but no later
than September 21, 2001, Buyer shall pay to Vendor's company account
the sum of US $300,000.00 bank draft or wire transfer, less any
deposit that may be made before then, without adjustment. In
addition, For each sub-license granted by Buyer, Buyer shall also
pay to Vendor a minimum of 15% and a maximum of 25% of the gross
revenue received by Buyer from sub-licensees on a case by case
basis. Additionally, for each sub-license granted, Buyer and Vendor
shall receive 50% of gross revenue from the sale of each sub-license
with each party bearing its expenses for server/game set-up. If
sub-license fee is waived, Buyer will pay for travel expenses
suffered by Vendor and be reimbursed for such expenses through
Vendor's percentage of gross revenue payment of sub-licensee.
Payment shall be made by "Bank Draft (Cashier's Check) or Wire
Transfer of Funds to Vender." Buyer shall provide consulting to
allow Vendor to host sites under a valid gaming license in which
Vendor shall pay 25% on gross performance to Buyer.
2.3 Software Installation/Support and Maintenance. Vendor shall, at the
reasonable request of Buyer, install and configure the Indian
multiplay Casino Software on Buyer's client servers. Vendor shall
also be required to configure casino software to
Buyer's/sublicensees e-commerce or merchant banking account. Buyer
shall pay Vendor 50% royalty of sale of sub-license of software
which shall include installation and configuration on client server.
Notwithstanding the foregoing, Vendor shall modify the Software
without charge to the extent contemplated by Schedule C upon payment
by Vendor of the initial US$300,000 required to be paid pursuant to
section 2.2. Vendor is obligated to provide maintenance or support
with respect to the Indian Multiplay Casino Software for initial
installation and reasonable time thereafter up to 12 months .
Notwithstanding the foregoing, Vendor shall provide limited
technical support for the twelve month period following the
effective date without charge to the extent contemplated by Schedule
C. After the 12 month term, Vendor is entitled to charge its then
current rates for such work. Without limiting the generality of the
foregoing, Vendor is not obligated to provide support or maintenance
to Buyer or to any of Buyer's sub-licensees after the twelve month
term. This license hereby entitles Buyer to any upgrades or
maintenance modifications to the Indian Multiplay Casino Software.
Vendor shall provide source code to Buyer prior to payment testing
and security purposes at Buyer's office in Florida business with
Buyer shall be paid by Buyer's own expense in advance.
2.4 Freedom to Price: Buyer has full freedom and flexibility in pricing
its sublicenses and in establishing the method of sales under which
the Software is offered by BUYER to its end-users.
Page 2 of 15
MASTER SOFTWARE LICENSE AGREEMENT
ARTICLE 3 - TRADEMARKS
3.1 Product Names and Trademarks. Vendor grants to Buyer, its successors
and assigns, and authorized sub-licensees a non-exclusive to use, in
connection with the marketing and use of the Software, the product
name and trademark "Indian Multiplay Casino" and any modified
version thereof used by Licensor to identify the Software, provided
that in all advertising and promotional marketing materials,
Licensee includes the appropriate notices of ownership of any such
trademark, and provided further, that such trademarks are not used
in combination with any other name or xxxx or in a way unauthorized
by law. Upon integration of Market Challenge 2.0 software, Vendor
shall have no rights to ownership or any such trademark of the
Market Challenge 2.0 software. Buyer shall stop using all such names
and trademarks immediately following reasonable cause for the
termination of this agreement or the licenses granted pursuant to
it. Vendor shall stop using all such names and trademarks relating
to Market Challenge financial wagering software immediately
following reasonable cause for the termination of this agreement or
the licenses granted pursuant to it.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF VENDOR
4.1 VENDOR hereby represents and warrants to Buyer as follows:
(a) Vendor is a corporation duly organized, validly existing and
in good standing under the laws of British Columbia.
(b) Vendor has full authority to execute and to perform this
Agreement in accordance with its terms; the execution and
delivery of this Agreement and the consummation of the
transactions contemplated hereby do not and will not result in
a breach, violation or default or give rise to an event which,
with the giving of notice or after the passage of time, would
result in a breach, violation or default of any of the terms
or provisions of Vendor's Certificate of Incorporation or
Articles, as amended, or of any indenture, agreement,
judgment, decree or other instrument or restriction to which
Vendor is a party; the execution and delivery of this
Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all requisite
corporate action on the part of Vendor and no further
authorization or approval, whether of the shareholders or
directors of Vendor or governmental bodies or otherwise, is
necessary in order to enable Vendor to enter into and perform
the same; and this Agreement constitutes a valid and binding
obligation enforceable against Vendor in accordance with its
terms, except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization or other
similar laws of general application relating to creditors'
rights and the availability of equitable remedies.
(c) Vendor has good and marketable title to Software and no
portion of Software, or the use thereof:
1. Is subject to any easement, restriction, mortgage, lien,
pledge, charge, encumbrance, encroachment or right of
others of any kind or nature whatsoever,
2. Infringes on the property or rights of another, or
Page 3 of 15
MASTER SOFTWARE LICENSE AGREEMENT
3. Contravenes any applicable law or ordinance or any
administrative regulation or violates any restrictive
covenant, the enforcement of which would result in any
material liability by the owner thereof or would in any
respect interfere with or prevent the present and
continued use of Software for the purposes for which it
will be used by BUYER or would materially affect the
value thereof;
(d) There are no legal actions pending by any third party,
including any governmental agency, relating to the Software.
The Vendor is not aware of any adverse claim that has ever
been, or is currently being, threatened against the Vendor or
otherwise relating to the Software. The Vendor is not aware of
any claim by any Person that any of the intellectual property
rights in the Software or trademarks is or may be invalid or
unenforceable or non-distinctive of the Vendor;
(e) The Software was written by the Vendor and employees of the
Vendor in the course of their employment and is an original
work. No portion of the Software uses copies or comprises the
work of any third party including, without limitation, the
structure, sequence or organization of any third party work
and no royalty or other consideration is due to any third
party arising out of the creation, copying or distribution of
the Software.
(f) The Vendor has not granted, transferred, licensed or assigned
any right or interest in the Software to any Person which is
or could be in any way inconsistent with the rights acquired
or to be acquired by the Purchaser under this agreement. There
are no contracts, agreements, licenses or other commitments or
arrangements in effect with respect to or which would permit
the manufacture, marketing, distribution, licensing,
promotion, maintenance or support of the Software or any part
thereof by any third party other than as disclosed in this
agreement;
(g) There are no licenses, patents, patent applications,
trademarks, copyrights, trademark or copyright applications or
registrations, pending or existing, relating to Software owned
by or registered in the name of Vendor or in which Vendor has
any rights.
(h) No finder, broker, agent or other intermediary has acted for
or on behalf of Vendor in connection with the negotiation of
consummation of this Agreement or the transactions
contemplated hereby.
(i) No consent, order, approval, permit or authorization or
notification of, or registration, declaration or filing with,
any governmental or judicial authority or third party is
required in connection with the valid execution, delivery or
performance of this Agreement by Vendor or the consummation by
Vendor of the transactions contemplated hereby.
Page 4 of 15
MASTER SOFTWARE LICENSE AGREEMENT
ARTICLE 5 - BUYER's representations and warranties
Buyer represents and warrants to Vendor as follows:
(a) Buyer is a corporation duly organized, validly existing and in
good standing under the laws of Nevada,USA.
(b) Buyer has full authority to execute and to perform this
Agreement in accordance with its terms; the execution and
delivery of this Agreement and the consummation of the
transactions contemplated hereby do not and will not result in
a breach, violation or default or give rise to an event which,
with the giving of notice or after the passage of time, would
result in a breach, violation or default of any of the terms
or provisions of Buyer's Certificate of Incorporation or
By-Laws, as amended, or of any indenture, agreement, judgment,
decree or other instrument or restriction to which BUYER is a
party; the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been
duly authorized by all requisite corporate action on the part
of Buyer and no further authorization or approval, whether of
the shareholders or directors of Buyer or governmental bodies
or otherwise, is necessary in order to enable Buyer to enter
into and perform the same; and this Agreement constitutes a
valid and binding obligation enforceable against Buyer in
accordance with its terms, except as the enforceability
thereof may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws of general application
relating to creditors' rights and the availability of
equitable remedies.
(c) Consents. No consent, order, approval, permit or authorization
or notification of, or registration, declaration or filing
with, any governmental or judicial authority or third party is
required in connection with the valid execution, delivery or
performance of this Agreement by Buyer or the consummation by
Buyer of the transactions contemplated hereby.
ARTICLE 6 - indemnification
6.1 Indemnification By Vendor
(a) Vendor agrees to defend, indemnify, and hold Buyer harmless
from and against any and all third party claims, actions,
suits, proceedings, demands, assessments, judgments, costs and
expenses (including without limitation attorneys' fees and
settlement costs) finally awarded by a court of competent
jurisdiction (collectively, "Damages") resulting from any
material breach of any representation or warranty made by
Vendor;
(b) With respect to any third party claims against Buyer (the
"Indemnitee"), the following shall apply:
(i) The obligations of the Vendor (the "Indemnitor") shall
be subject to
a. The Indemnitee reasonably cooperating with the
Indemnitor (at Indemnitor's expense), as
requested, and
Page 5 of 15
MASTER SOFTWARE LICENSE AGREEMENT
b. The Indemnitee giving Indemnitor prompt written
notice of any claim as to which recovery may be
sought against the Indemnitor hereunder, or the
commencement of any legal proceedings against the
Indemnitee with respect to such claim after the
Indemnitee has knowledge of such proceedings,
whichever shall first occur, provided that delay
or failure of the Indemnitee to provide such
notice shall relieve the Indemnitor of its
obligations hereunder only if and to the extent
that the ability of the Indemnitor to defend
against such claim is compromised or the damages
incurred by the claimant are increased by such
delay or failure.
(ii) Regardless of this indemnity, Buyer may participate in
such defense at its own election and expense;
(iii) The defense obligations hereunder as to any claim shall
be limited to taking all steps necessary or appropriate
in the defense or settlement of such claim or litigation
resulting therefrom. In the defense of such claim or any
litigation resulting therefrom, no consent to entry of
any judgment (except with the prior written consent of
the Indemnitee) entry into any settlement (except with
the prior written consent of the Indemnitee) shall occur
which does not include as any unconditional term thereof
the giving by the claimant or the plaintiff to the
Indemnitee of a release from all liability in respect of
such claim or litigation. If such an unconditional
release is included as part of any settlement, then such
settlement may be agreed to without the consent of the
Indemnitee.
(iv) If the Vendor fails to assume the defense of any third
party claim or litigation resulting therefrom, Buyer may
defend against such claim or litigation in such manner
as it may deem appropriate. The Indemnitor shall
promptly reimburse the Indemnitee for the amount of any
judgment or settlement and all reasonable expenses,
legal or otherwise, incurred by the Indemnitee in
connection with the defense against or settlement of
such claim or litigation, as an when the same shall be
incurred by the Indemnitor. 6.2 `Indemnification By
Buyer
6.2 Indemnification By Buyer
(a) Buyer agrees to defend, indemnify, and hold Vendor harmless
from and against any and all third party claims, actions,
suits, proceedings, demands, assessments, judgments, costs and
expenses (including without limitation attorneys' fees and
settlement costs) finally awarded by a court of competent
jurisdiction (collectively, "Damages") resulting from any
Damages arising out of the use, sale, licensing or marketing
of the Software after the Effective Date;
Page 6 of 15
MASTER SOFTWARE LICENSE AGREEMENT
(b) With respect to any third party claims against Vendor (the
"Indemnitee"), the following shall apply:
1. The obligations of BUYER (the "Indemnitor") shall be
subject to
a. The Indemnitee reasonably cooperating with the
Indemnitor (at Indemnitor's expense), as
requested, and
b. The Indemnitee giving Indemnitor prompt written
notice of any claim as to which recovery may be
sought against the Indemnitor hereunder, or the
commencement of any legal proceedings against the
Indemnitee with respect to such claim after the
Indemnitee has knowledge of such proceedings,
whichever shall first occur, provided that delay
or failure of the Indemnitee to provide such
notice shall relieve the Indemnitor of its
obligations hereunder only if and to the extent
that the ability of the Indemnitor to defend
against such claim is compromised or the damages
incurred by the claimant are increased by such
delay or failure.
2. Regardless of this indemnity, Vendor may participate in
such defense at its own election and expense;
3. The defense obligations hereunder as to any claim shall
be limited to taking all steps necessary or appropriate
in the defense or settlement of such claim or litigation
resulting there from. In the defense of such claim or
any litigation resulting there from, no consent to entry
of any judgment (except with the prior written consent
of the Indemnitee) entry into any settlement (except
with the prior written consent of the Indemnitee) shall
occur which does not include as any unconditional term
thereof the giving by the claimant or the plaintiff to
the Indemnitee of a release from all liability in
respect of such claim or litigation. If such an
unconditional release is included as part of any
settlement, then such settlement may be agreed to
without the consent of the Indemnitee.
6.3 If the party obligated to indemnify fails to assume the defense of
any third party claim or litigation resulting there from, the other
party may defend against such claim or litigation in such manner as
it may deem appropriate. The Indemnitor shall promptly reimburse the
Indemnitee for the amount of any judgment or settlement and all
reasonable expenses, legal or otherwise, incurred by the Indemnitee
in connection with the defense against or settlement of such claim
or litigation, as an when the same shall be incurred by the
Indemnitor.
Page 7 of 15
MASTER SOFTWARE LICENSE AGREEMENT
6.4 Survival. The provisions of this Article 5 shall survive termination
of this Agreement for any reason.
6.5 Sole Remedy. The provisions of this Article 5 set forth the
Indemnitee's sole remedy, and the Indemnitor's sole liability, in
the event of the breach of any representation or warranty made in
this Agreement. Any right to be indemnified for a breach of any
warranty ends absolutely 12 months following the Effective Date.
ARTICLE 7 - CONFIDENTIALITY
7.1 The parties agree that they will, during the course of this
agreement and forever afterward, keep confidential and refrain from
using, directly or indirectly, all confidential and proprietary
information known or used by the other in its business
("Confidential Information"), including without limitation, (1)
concepts, techniques, processes, patentable rights, software
programs, algorithms, formulas, research and development work, and
other technical know-how or trade secrets, including that
information arising as a result of this agreement, (2) information
concerning business opportunities, including without limitation all
business plans, and ventures disclosed to the other party, whether
or not pursued, (3) customer information, including without
limitation customer names and addresses, markets, pricing data and
knowledge of your contracts with your customers, and (4) financial
information, including without limitation your organizational
structure, costs, sales, income, profits, salaries and wages.
7.2 The obligations imposed herein shall not apply to Confidential
Information:
7.2.1 Which is or becomes available to the pubic through no wrongful
act of the receiving party; or
7.2.2 Which is received from a third party who is under no
obligation of confidentiality and without restriction of
confidentiality and without breach of this Agreement; or
7.2.3 Which is independently developed by the receiving party
without use of Confidential Information of the disclosing
party; or
7.2.4 Which is disclosed pursuant to a requirement or request of a
government agency, subpoena or other legal proceeding if, in
the opinion of the disclosing party's legal counsel,
nondisclosure would result in contempt proceedings against the
disclosing party. If disclosure is requested, the party to
whom such disclosure request was made shall provide the owner
of such Confidential Information with prompt notice of such
request to enable the owner to seek a protective order and
shall take such reasonable steps to limit the amount of
disclosure, that neither party will make use of the fact of
these discussions or the Confidential Information to the
detriment or adverse interest of the other party in
proceedings of any nature whatsoever, public or otherwise.
Page 8 of 15
MASTER SOFTWARE LICENSE AGREEMENT
7.3 Notwithstanding the above, all materials, including, without
limitation, documents, writings designs, drawings and specifications
furnished and that are designated as Confidential Information shall
remain the sole property of the disclosing party and shall be
returned promptly to the disclosing party upon the termination of
this agreement at its request with all copies made thereof or, with
the consent of the disclosing party, destroyed with a written
statement provided to the disclosing party that such destruction has
occurred.
ARTICLE 8 - INDEPENDENT AUDIT
8.1 Buyer shall maintain complete and accurate records in accordance
with generally accepted accounting principals consistently applied
of all transactions that are the subject of this agreement for the
period that the revenues described in Article 1 accrue to Licensor.
Vendor may cause an audit to be made once quarterly of the
applicable records in order to verify statements issued by Buyer and
prompt adjustment shall be made to compensate for any errors or
omissions disclosed by such audit. Any such audit shall be conducted
by an independent, major certified public accounting firm selected
by Vendor (other than on a contingent fee basis) and reasonably
acceptable to Buyer. The audit shall be conducted during regular
business hours at Buyer's offices and in such a manner as not to
interfere with Buyer's normal business activities. Buyer may require
that the persons conducting the audit sign confidentiality
agreements as a condition of access to Buyer's books. Vendor shall
bear the cost for such audit unless Buyer is shown to have underpaid
royalties by more than five percent (5%), in which event Buyer shall
indemnify Vendor for all costs associated with such audit.
ARTICLE 9 - ACCELERATION OF PAYMENT AND TERMINATION
9.1 If Buyer fails to make payments when due or substantially fails to
perform any of its material obligations under this agreement and the
failure is not corrected within thirty (30) days after delivery of a
written notice from Vendor specifying such failure, all amounts
remaining unpaid pursuant to section 2.2 shall become immediately
due and be paid by Buyer. Licensor may, at its option, terminate
this Agreement and the licenses granted pursuant to it and retain
all amounts paid prior to that date as liquidated damages. The
parties specifically agree that for the purposes of this clause
damages would be difficult to estimate and that the retention by the
Vendor of amounts paid to date is a reasonable pre-estimation of
actual damages. The remedies of the Vendor pursuant to this clause
are in addition to and not in substitution for any other remedies
that may be provided for by law or the terms of the licenses
attached to this agreement. 9.2 If Vendor substantially fails to
perform any of its material obligations under this agreement and the
failure is not corrected within thirty (30) days after delivery of a
written notice from Buyer specifying such failure, Buyer shall have
the option of either terminating this Agreement for cause or
continuing to act under the Agreement but without obligation to pay
the balance of the purchase price as set out in section 2.2 until
Vendor cures its failure. Such election shall not be a waiver of
Buyer's right to terminate this Agreement for cause at any time if
Vendor continues to fail to perform.
Page 9 of 15
MASTER SOFTWARE LICENSE AGREEMENT
ARTICLE 10 - general
10.1 Notices. All notices, requests, demands and other communications
relating to this agreement and the licenses granted pursuant to it
shall be in writing and shall be delivered personally or sent by
telex or facsimile transmission. Any such notice shall be deemed
given when so delivered or sent by facsimile with receipt confirmed
to the addresses set out below, or such other address as a party
specifies in accordance with a notice given pursuant to this
section:
(a) in the case of Buyer to: To its address set out before
Attention: Xx. Xxxxxxx Xxxxxxx , President
With copy to:
Xxxxxx Xxxxxxxxx of Xxxxxxxxx and Partners
#000-000 Xxxx Xxxxxx
Xxxxxxxxx, X.X. X0X0X0
(b) in the case of Vendor, to: To its address set out before
With copy to: N/A
or to such other address or to such other person as Vendor or
Buyer shall have last designated by written notice to the
other parties given as herein provided.
10.2 Modification. This Agreement and the Schedules annexed hereto
contain the entire agreement among the parties hereto and there are
no agreements, warranties or representations that are not set forth
in this agreement. All prior negotiations, agreements and
understandings are superseded hereby. This Agreement and the
Schedules may not be modified or amended except by an instrument in
writing duly signed by both of the parties..
10.3 Governing Law. This Agreement and the Schedules are governed by and
shall be construed and enforced in accordance with the laws of the
province of British Columbia applicable to agreements made and to be
performed entirely within the province. The parties agree that all
disputes arising from this agreement shall be submitted to a court
of competent jurisdiction in British Columbia.
10.4 Binding Effect/Assignment. This Agreement and the Schedules are
binding upon the parties and enures to the benefit of the
successors, permitted assigns, heirs and legal representatives of
the respective parties; provided, however, that this Agreement and
all rights under it may not be assigned by either party hereto
except (i) in connection with a sale of all or substantially all of
its business, or (ii) by or with the prior written consent of the
other party, with such consent not to be unreasonably withheld.
10.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of
which when taken together shall constitute one and the same
instrument.
10.6 Paragraph Headings. The paragraph headings in this Agreement are for
convenience of reference only and shall not be deemed to alter or
affect any provision hereof.
10.7 Transaction Expenses. Notwithstanding anything else in this
Agreement to the contrary, each of the parties are responsible for
the payment of any and all of its own expenses (and shall indemnify
and hold the other party harmless with respect to such expenses),
including without limitation the fees and expenses of lawyers,
accountants and other advisers, arising out of or relating directly
or indirectly to the transactions contemplated by this Agreement,
whether or not such transactions are consummated in whole or in
part.
Page 10 of 15
MASTER SOFTWARE LICENSE AGREEMENT
10.8 No Agency. This Agreement shall not constitute either party the
partner, legal representative or agent of the other, nor shall
either party have the right or authority to assume, create, or incur
any liability or any obligation of any kind, express or implied,
against or in the name of or on behalf of the other party.
10.9 Force Majeure. All time periods and dates set forth herein shall be
extended by the length of any delays resulting from causes beyond
the control of the party intended to be constrained by such time
period, including without limitation acts of God, fire, explosion,
earthquake and equipment failure.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
the day and date first above written.
NSOFTWIZ TECHNOLOGIES INC. iGames Entertainment Inc.
/s/ Xxxx X. Xxxx /s/ Xxxxxxx Xxxxxxx
---------------- -------------------
Authorized Signatory Authorized Signatory
Date: September 20,2001 Date: September 20,2001
Name:Xx.Xxxx X. Xxxx/C.E.O. Name:Xx.Xxxxxxx Xxxxxxx/C.E.O.
Page 11 of 15
SCHEDULE A
DESCRIPTION OF SOFTWARE
o Type of software: Non-downloadable on-line casino game
o Java & Streaming Shockwave Technology
o Name of the casino game: Indian Multiplay Casino
o List of games:
11 Hold'em
12 Hold'em High-Low
13 Xxxxx
00 Xxxxx Xxxx-Xxx
00 0 Card Stud
16 7 Card Stud High-Low
17 Blackjack
18 Baccarat
19 Caribbean Poker
20 Let It Ride Poker
21 Pai Gow Poker
22 Red Dog
23 Craps
24 Roulette
25 Slot Machine (Cherry)
26 Slot Machine (Egypt)
27 Slot Machine (Western)
28 Slot Machine (Sports)
29 Video Poker (Tens or Better)
30 Video Poker (Jacks or Better)
31 Video Poker (All American)
Together with a back-end management program, all as played by Buyer at
xxx.xxxxxxx.xxx
Page 12 of 15
SCHEDULE B
OBJECT CODE LICENSE
This is a license from Nsoftwiz Technologies Inc. ("Licensor") and not a
sale of goods. This license agreement gives iGames Entertainment ("Licensee")
certain limited rights to use the proprietary INDIAN MULTIPLAY CASINO software,
extensions, and related materials ("Software and Related Materials"). All rights
not specifically granted in this Agreement are reserved to Licensor.
Definitions
As used herein, the following words, phrases, or terms in this Agreement
shall have the following meanings:
"Software" means the object code comprising the computer programs known as
INDIAN MULTIPLAY CASINO hereby licensed inclusive of backups, updates, or merged
copies permitted hereunder or subsequently supplied by Licensor.
"Related Materials" means all of the printed materials, user
documentation, and training documentation supplied by Licensor under this
Agreement whether in electronic and physical formats.
Scope
Licensor grants to Licensee, its successors and assigns, a royalty-free,
worldwide, non-exclusive right and license (1) to use, execute, perform, and use
the Software and Related Materials, (2) to sublicense the Software and Related
Materials to End-Users under similar provisions to those used by Licensor to
license the Software to Licensee, and (3) to license others to sub-license the
Software and Related Materials under similar provisions to those used by
Licensor to license the Software to Licensee, excluding this right to
sub-license. To midigy or integrate casino software as specified by
sub-licensees or Buyer. Such sub-licenses shall contain the right of Licensor to
audit the records of such sub-licensees substantially on the terms set out in
article 7 of this agreement.
Licensor is expressly authorized to grant sublicenses of the object code
of the Software provided that such sublicenses grant no more rights that are
provided for in this agreement. Buyer shall provide Vendor with the names and
addresses of such sub-licensees and particulars of such sub-licenses on the
reasonable request of Vendor.
All other rights, unless expressly granted, are reserved to the Licensor.
Licensee is authorized to make reasonable copies of the Software for
internal backup purposes.
Uses Not Permitted
Licensee shall not remove or obscure any Licensor copyright or trademark
notices. Notwithstanding the generality of the foregoing, Licenseee shall not
use the Software as a component in any turnkey or data translation system unless
a separate written agreement is obtained from Licensor. Licensor, assumes no
liability for any system on which this software is installed.
Licensor retains exclusive title and ownership of any copy of the Software
and Related Materials licensed under this Agreement.
Page 13 of 15
The Software and Related Materials are owned by Licensor and are protected
by United States and Canadian copyright laws and applicable international
treaties and/or conventions, and the structure, organization and code are the
valuable trade secrets of Licensor. Licensee agrees not to export the Software
and Related Materials into a country that does not have copyright laws that will
protect Licensor's proprietary rights. From the date of receipt, Licensee agrees
to use reasonable effort to protect the Software and Related Materials from
unauthorized use, reproduction, distribution, or publication. Licensee shall not
be obliged to incur any financial burden to protect the software.
Term
This license will automatically terminate without notice if Licensee fails
to comply with a material provision of this license or the Master Software
License Agreement. On termination, Licensee shall return to Licensor the
Software, Related Materials, and any whole or partial copies, object codes,
modifications, and merged portions in any form. The parties hereby agree that
all provisions, which operate to protect the rights of Licensor shall remain in
force should termination occur.
Limited Warranty
The Software is subject to change without notice. The Software is licensed
AS IS except that Licensor warrants that the media upon which the Software and
Related Materials are provided will be free from defects in materials and
workmanship under normal use and service, for a period of ninety (90) days from
the date of receipt (the "warranty period"). This limited warranty period
applies only to the original version of the Software purchased by Licensee, and
does not apply to any subsequent versions of the Software that Licensee may be
entitled to use as a result of having purchased an annual maintenance contract
providing Licensee with the most recent releases of the Software. Licensor
assumes no liability for any system on which this software is installed.
LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, OR
FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND RELATED
MATERIALS.
Exclusive Remedy and Limitation of Liability
During the warranty period as defined in this license, Licensor's entire
liability and Licensee's exclusive remedy shall be, at Licensor's option, to
attempt to correct or work around errors, to replace the Software and Related
Materials in accordance with Licensor's User Support Policy, or to return the
license fees paid and terminate the Agreement upon the Licensee returning the
Software and Related Materials to Licensor with a copy of the Licensee's
receipt. Licensor shall not be liable for indirect, special, incidental, or
consequential damages or loss of profit or business opportunity related to
Licensee's use of the Software and Related Material, even if Licensor is advised
of the possibility of such damage. Licensor is not liable for any amount, in
damages or otherwise, in excess of the amount paid by Licensee for this license.
Page 14 of 15
SCHEDULE C
INITIAL MODIFICATIONS OF SOFTWARE
Initial Modifications
Substitute Buyer's related identification (excluding copyright and other
notices) for existing Vendor identification. Aid in change of graphical design
as provided by Vendor. Begin integration of Market Challenge Software to offer
financial wagering solution as "total package". Minor modifications to data base
sorting and report writing. Vendor is required to configure/integrate casino
software to Buyer's/sublicensees individual e-commerce or merchant banking
account for operating revenues.
Initial Technical Support
For Software only. Vendor reserves the right to charge for excessive technical
support demands. Vendor will give Buyer thirty days notice of its intention to
charge, together with its fee schedule.
Initial Demonstration site Support
Vendor shall support to Buyer to connect INDIAN MULTIPLAY CASINO for Buyer's
marketing purpose of demonstration site, linking to buyer's corporate web site
at xxx.xxxxxxxxxxxxxxxxxxx.xxx. Commencing as of the "Effective Date."
Page 15 of 15
