RECANTOAZUL #2
SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT is entered into this 28th day of September 2000,
BETWEEN:
RECANTOAZUL S.A., with registered offices in San Xxxx, Costa Rica;
(hereinafter referred to as the "Licensee")
AND
UNITED CASINO CORPORATION. with offices at 00000 Xxxxxx Xxx., 0X, Xxxxxx,
XX 92612;(hereinafter referred to as "United")
WHEREAS,
A. UNITED owns rights to Internet sports-book software (the "Software");
B. UNITED wishes to license the Software to other companies; and
C. The Licensee wishes to license the Software and make use of such Software
in order to operate an Internet sports-book site.
NOW THEREFORE, in consideration of the premises and mutual covenants herein set
forth, the parties agree as follows:
1. GENERAL PROVISIONS
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1.1 DEFINITIONS
1.1.1 "Licensed Software" shall mean a licensed data processing program
or micro program consisting of a series or sequence of signals,
or instructions, statements, or fonts stored on any media in
machine readable form, and any related licensed materials such
as, but not limited to, graphics, flow charts, logic diagrams,
manuals, and listing made generally available by UNITED for use
in connection with the licensed programs. The Licensed Software
shall consist of a Sports-book. The Sports-book shall have the
ability to receive xxxxxx or bets on sporting events from players
throughout the world.
1.1.2 "Hardware" shall mean all the necessary computers, routers,
cabling, monitors, hard drives, back-up systems, and other
equipment as may be required in order to store, distribute and
run the Licensed Software.
1.1.3 "Customer Information" shall mean all data collected and stored
on customers including, without limiting the generality of the
foregoing, name, address, phone and fax number, e-mail address,
credit card numbers and expiration dates or information on other
types of payments, amounts wagered and frequency of wagering.
1.1.4 "Confidential Information" shall mean material in the possession
of UNITED which is not generally available to or used by others
or the utility or value of which is not generally known or
recognized as standard practice, including, without limitation,
all financial business and personal data relating to UNITED's
clients, any non-public information about affiliates,
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subsidiaries, consultants and employees of UNITED or its
affiliates, business and marketing plans, strategies and methods,
studies, charts, plans, tables and compilations of business
industrial information, computer software and computer technology
whether patentable, copyrightable or not, which is acquired or
developed by or on behalf of UNITED or its affiliates from time
to time.
1.2 INDEMNIFICATION
1.2.1 The Licensee acknowledges and agrees that neither UNITED nor any
of its members, shareholders, directors, officers, employees or
representatives will be liable to the Licensee or any of the
Licensee's customers for any special, indirect, consequential,
punitive or exemplary damages, or damages for loss of profits or
savings, in connection with this Agreement, the services or the
Hardware or any other information, material or services provided
by UNITED to the Licensee under this Agreement. If, despite the
foregoing limitations, UNITED or any of its shareholders,
directors, officers, employees or representatives should become
liable to the Licensee or any other person (a "Claimant") in
connection with this Agreement, then the maximum aggregate
liability of UNITED, its members, shareholders, directors,
officers, employees and representatives for all such things and
to all such parties will be limited to the lesser of the actual
amount of loss or damage suffered by the Claimant or the amount
of the Licensee's fees payable by the Licensee to UNITED for the
six months prior to the loss.
1.2.2 The Licensee shall indemnify and save harmless UNITED and its
members, shareholders, directors, officers, employees, agents
, contractors, representatives, parent company, or subsidiaries
(together, the "Indemnified Parties") from and against all
damages, losses, costs and expenses (including actual legal fees
and costs), fines and liabilities incurred by or awarded asserted
or claimed against any of the Indemnified Parties by any
licensing or government agency who licenses, regulates, or
otherwise governs the licensing or use of Internet gambling in
connection with the Licensee's activities under this Agreement,
including claims brought by a person using or relying upon any
advice given or publication produced and distributed by the
Licensee.
1.2.3 Notwithstanding anything in this Section 1.2, if UNITED is found
guilty of fraud in executing its' obligations under this
Agreement, the Licensee shall not be responsible for any
indemnification of the Indemnified Parties to the extent that the
fraud has caused there to be damages.
1.3 DISRUPTIONS
1.3.1 The Licensee acknowledges that from time to time, as a result of
Software failure or acts of God, the services provided under this
Agreement by UNITED can be temporarily disrupted. The Licensee
acknowledges and agrees that neither UNITED nor any of its
members, shareholders, directors, officers, employees or
representatives will be liable to the Licensee or any of the
Licensee's customers for any special, indirect, consequential,
punitive or exemplary damages, or damages for loss of profits or
savings, in connection with these temporary disruptions.
1.3.2 The Licensee acknowledges that UNITED's ability to perform its
obligations under this Agreement may be subject to government
licensing in whatever jurisdiction Licensee may choose to
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operate. UNITED shall not be held liable for any damages of any
kind whatsoever that may result from changes in government
legislation or policy.
1.4 CONDITIONS OF LICENSE
This license is granted under the following conditions:
1.4.1 The Licensee acknowledges that its rights in and to the Licensed
Software may not be assigned, licensed or otherwise transferred
by operation of law without the prior written consent of UNITED.
Violation of this section is grounds for immediate termination of
this Agreement. UNITED will not withhold its consent to the
Licensee's requests to sub-license the Licensed Software to a
third party subject to the following obligations of the Licensee
and limitations of UNITED:
A. that the Licensee will have first provided UNITED with a copy
of its draft sub-licensing agreement with the proposed sub-
licensee (the "Sublicensee"), such agreement must contain the
following provisions (the "Sub-licensing Agreement"):
1. that Licensee is responsible for all communication with
the Sublicensee and UNITED will have no responsibility in
this regard;
2. the Sublicensee shall obtain no rights in the licensed
Software other than those specifically granted in the Sub-
licensing Agreement;
3. that the Licensed Software is the sole property of
UNITED, and that Licensee has only the specific rights to
sub-license that are granted to it under this Agreement;
and,
4. that the cost of any upgrades to the Licensed software
that are sublicensed to the Sublicensee will be borne by the
Licensee.
1.4.2 Copyright, trademarks and other proprietary rights of UNITED
(UNITED's Intellectual Property) protect the Licensed Software.
The Licensee may be held directly responsible for acts relating
to the Licensed Software which are not authorized by this
Agreement.
1.4.3 All right, title and interest in and to UNITED's Intellectual
Property to the Licensed Software, and any copies thereof, and
all documentation, code and logic, which describes and/or
comprises the Licensed Software remains the sole property of
UNITED.
1.4.4 UNITED shall not be responsible for failure of performance of
this Agreement due to causes beyond its control, including, but
not limited to, work stoppages, fires, civil disobedience, riots,
rebellions, acts of God, and similar occurrences.
1.4.5 The Licensee acknowledges that this is a non-exclusive agreement
and that UNITED will license the Licensed Software to as many
other parties as are willing to enter into a licensing agreement
with UNITED.
1.4.6 The Licensee shall be responsible for ensuring that they are
operating the Licensed Software in compliance with any and all
applicable state, provincial, national, and international laws.
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1.4.7 The Licensee shall provide UNITED with all documentation
necessary to show that the Licensee has obtained any and all
necessary licenses in order to operate an Internet Sports-book.
1.4.8 It is the policy of UNITED to prevent the use of the Licensed
Software for use as a "money laundering" vehicle. The Licensee
warrants that they will undertake all reasonable efforts to
prevent persons from using the Licensed Software for use as a
money-laundering vehicle. If it is revealed
that the Licensee is purposely allowing or is willfully blind to
money laundering, UNITED may terminate this agreement without
notice.
1.5 TERM AND TERMINATION
1.5.1 This Agreement shall commence and be deemed effective on the date
when fully executed (the "Effective Date"). This Agreement is in
effect for a period of three-years and (the "Term") and shall be
automatically renewed indefinitely with additional one year terms
unless the Licensee gives written notice of termination of this
Agreement at least 45 days prior to the end of any one year
period.
1.5.2 UNITED may terminate this Agreement by giving written notice to
the Licensee at least six months prior to the end of any one year
term provided, however, UNITED shall not give notice of
termination in the first term of this Agreement except as
provided elsewhere in this section 1.5.
1.5.3 UNITED may terminate this Agreement at any time upon five days
notice if the Licensee is more than 30 days in arrears in paying
any quarterly payment due and owing to UNITED. The Licensee
shall be allowed to cure the breach during the notice period,
thus pre-empting UNITED's ability to terminate this Agreement in
accordance with this section.
1.5.4 UNITED may terminate this Agreement at any time upon five days
notice if the Licensee becomes bankrupt or insolvent or ceases
carrying on business for any reason.
1.5.5 The Licensee may terminate this Agreement at any time upon five
days notice if UNITED becomes bankrupt or insolvent or ceases
carrying on business for any reason.
1.5.6 The Licensee may, inter alia, terminate this Agreement at any
time upon five days notice if UNITED is materially in breach of
this Agreement for more than 30 days. UNITED shall be allowed to
cure the breach during the notice period, thus pre-empting the
Licensee's ability to terminate this Agreement in accordance with
this section.
1.5.7 UNITED may terminate this Agreement at any time upon five days
notice if UNITED, or any of its principals, officers or Directors
becomes the subject of third party civil or criminal litigation
as a result of the Licensee's operations under this Agreement.
The litigation contemplated herein must be material, and found to
be of a serious nature by independent legal counsel.
1.5.8 Upon termination of this Agreement, the Licensee shall
immediately return to UNITED any and all of UNITED's materials
which UNITED has a proprietary right in that are in the
Licensee's possession and/or in the possession of the Licensee's
agents, servants and employees.
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1.5.9 Upon termination of this Agreement, all Customer Information
shall be given to the Licensee and UNITED shall not make use of
or disclose any Customer Information to any third party.
1.6 REMUNERATION
1.6.1 The Licensee shall pay to UNITED a fee of U.S.$100,000 payable
in an initial fee of U.S.$10,000 due on execution of this
Agreement and quarterly fees of $U.S.$10,000 payable on the 28th
day of December, March, June and September for each of the next 9
quarters.
1.6.2 All monthly payments shall be delivered to UNITED by the due
date.
1.7 CONFIDENTIALITY
1.7.1 The Licensee shall not disclose, publish, or disseminate
Confidential Information to anyone other than those of its
employees or others with a need to know, and the Licensee agrees
to take reasonable precautions to prevent any unauthorized use,
disclosure, publication, or dissemination of Confidential
Information. The Licensee agrees not to use Confidential
Information otherwise for its own or any third party's benefit
without the prior written approval of an authorized
representative of UNITED in each instance.
1.7.2 UNITED shall not disclose, publish, or disseminate Customer
Information to anyone other than those of its employees with a
need to know, and UNITED agrees to take reasonable precautions
to prevent any unauthorized use, disclosure, publication, or
dissemination of Customer Information. UNITED agrees not to use
Customer Information otherwise for its own or any third party's
benefit without the prior written approval of an authorized
representative of the Licensee in each instance.
1.7.3 All Confidential Information, and any Derivatives thereof
whether created by UNITED or the Licensee, remains the property
of UNITED and no license or other rights to Confidential
information is granted or implied hereby. For purposes of this
Agreement, "Derivatives" shall mean: (a) for copyrightable or
copyrighted material, any translation, abridgement, revision or
other form in which an existing work may be recast, transformed
or adapted; (b) for patentable or patented material, any
improvement thereon; and (c) for material which is protected by
trade secret, any new material derived from such existing trade
secret material, including new material which may be protected by
copyright, patent and/or trade secret.
1.7.4 Notwithstanding anything in this Section 1.7, UNITED shall be
allowed to use Customer Information for the purpose of fulfilling
its reporting obligations as a public company. UNITED shall also
be allowed to use Customer Information in a statistical form so
long as it does not identify individuals or specific companies.
2.1 OBLIGATIONS OF THE LICENSOR
2.1.1 UNITED shall make all reasonable efforts to repair and correct
any problems arising under UNITED's areas of responsibility that
may arise from time to time which would cause it to be unable to
perform its' obligations under this Agreement
(see section 1.4.4).
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2.1.2 UNITED shall notify the Licensee of any problems that may arise
from time to time and shall keep the Licensee apprised of any
efforts undertaken to rectify the problem.
2.1.3 The Hardware shall be located only in places where an Internet
Sports-book may be operated legally and where the Licensee has
obtained all necessary licenses to operate an online Sports-book.
2.2 THE LICENSED SOFTWARE
2.2.1 UNITED shall install the Licensed Software on the Hardware.
2.2.2 UNITED may from time to time, at its discretion, add additional
sporting events which can be added to the Licensed Software. If
additional events become available, the Licensee may request to
have the additional events added to the Licensed Software at the
actual cost to UNITED.
2.2.3 UNITED may from time to time, at its discretion, translate part
or all of the Games into other languages, which can be added to
the Licensed Software. If additional languages become available,
the Licensee may request to have the additional languages added
to the Licensed Software at fees to be negotiated between United
and the Licensee.
2.2.4 Notwithstanding anything stated in this section 2.2, any changes
requested by the Licensee to be made to the graphics portion of
the Licensed Software, shall be charged to the Licensee at market
rates, which in this instance shall be UNITED's actual cost.
2.2.5 UNITED shall only be required to provide the Licensed Software in
the English language.
2.2.6 UNITED will provide all upgrades of the Licensed Software that do
not require changes to the graphical interface, at no charge to
the Licensee.
2.2.7 All upgrades are to be made available to the Licensee within 30
days of the completion of testing.
2.2.8 The Licensee may operate the Sports-book on only one URL.
2.3 FINANCIAL TRANSACTIONS
2.3.1 UNITED shall provide a transaction processing system that will
allow the Licensee's customers to deposit funds for xxxxxx on
Sporting events (the "Transaction Processing System"). The
Licensee's customers will be able to deposit funds via the
Internet through the use of Visa, Master Card, and/or American
Express credit cards. Other methods of payment may be made
available from time to time at UNITED's discretion, at a cost to
the Licensee to be agreed upon at the time.
2.3.2 UNITED shall only be responsible for processing credit card
debits and credits for which the Licensee holds the appropriate
merchant number accounts.
2.3.3 The Licensee shall be responsible for all aspects of collecting
and paying funds, in accordance with this Agreement.
2.3.4 The Licensee shall have no rights whatsoever in the Transaction
Processing System.
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2.4 TECHNICAL SUPPORT
2.4.1 UNITED shall technical support the Licensee.
2.4.2 UNITED shall make the Technical support available via the
Internet and via telephone lines.
2.4.3 UNITED shall determine the number of people acting as technical
support and the number of incoming telephone lines for technical
support in its absolute discretion.
2.4.4 Technical support offered via the telephone shall be in English
language. Technical support offered via the Internet shall be in
English.
2.5 ACCOUNTING
2.5.1 The Software shall be complete with an accounting system which
shall provide the Licensee with the ability to track daily
activity of players on the Licensee Sports-book site along with
summaries of the monthly activity.
2.6 CUSTOMER DATA
2.6.1 The Software will permit Licensee with the ability to maintain a
database containing the Customer Information and provide for
daily interim Customer Information reports.
2.6.2 The Customer Information shall remain the sole and exclusive
property of the Licensee.
2.7 THE GAMES
2.7.1 The Licensee shall determine the betting limits for the Sports-
book. The Licensee may choose zero as a betting limit.
2.7.2 The Licensee shall be responsible for setting the odds for the
sports-book from time to time, in its sole discretion.
2.7.4 Licensee shall determine the sporting events to be available on
the Sports-book and that the Licensee has the appropriate
licenses to operate.
3.1 OBLIGATIONS OF THE LICENSEE
3.1.1 Licensee shall supply the Hardware as defined in this Agreement.
3.1.2 Licensee shall maintain the Hardware and pay all costs for
maintaining and/or upgrading the Hardware.
3.1.3 Licensee shall supply the office space required to house the
Hardware.
3.1.4 The Hardware shall, at all times, remain the property of
Licensee.
3.1.5 Licensee will require an appropriate connection to the Internet
with sufficient bandwidth to properly operate the Licensed
Software.
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3.1.6 UNITED shall not be required to maintain a redundant site.
3.1.7 The Licensee shall be responsible for obtaining and maintaining
all necessary licenses for the operation of an Internet Sorts-
book.
3.1.8 The Licensee shall be responsible for obtaining and maintaining
appropriate merchant numbers for the processing of Visa, Master
Card and American Express credit cards and any other credit card
for which the Licensee may obtain merchant numbers (the "Merchant
Numbers").
3.2 MARKETING
3.2.1 The Licensee shall be responsible for all marketing of the
services offered through the Licensed Software.
3.3 REGULATORY ISSUES
3.3.1 The Licensee shall be solely responsible for determining which
jurisdictions they choose to market to and receive xxxxxx from.
3.3.2 The Licensee shall be responsible for determining the legality
of accepting xxxxxx in whichever jurisdictions they choose to
market to and receive xxxxxx from.
3.3.3 The Licensee shall indemnify UNITED for any reasonable legal
costs, and fines that arise as a result of the Licensee choosing
to accept xxxxxx from any jurisdiction that determines or has
determined that Internet wagering is illegal.
3.4 THE WEB SITE
3.4.1 The Licensee shall construct and maintain the entire web site(s)
where the Software is to be made available to the Licensee's
customers (the "Web Sites").
3.4.2 The Licensee shall pay for any and all Uniform Resource Locators
("URL's") that the Licensee deems necessary to properly market
the Licensed Software.
3.4.3 The Licensee shall ensure that the Web Sites shall display a
statement that the software is licensed, as well as all
proprietary rights symbols such as Copyright and Trademark, as
supplied by UNITED (the "Symbols"). The Symbols shall be of the
exact same size and font as supplied by UNITED.
3.4.4 The Licensee shall have the right to make any changes to the Web
Sites the Licensee feels appropriate. All changes that are
effected by UNITED will be charged to the Licensee at market
rates.
3.4.5 UNITED shall not in any way be responsible for the design of the
Web Sites utilized by the Licensee.
3.4.6 The Licensee shall include in their Terms and Conditions of Play
for the Licensed Software the Terms and Conditions that are
recommended by UNITED. The Licensee may embellish or add to
these Terms and Conditions. If the Licensee does not implement
the minimum required Terms and Conditions, in so far as the Terms
and Conditions would have protected the Licensee, UNITED shall
not be responsible to the Licensee, notwithstanding anything in
this Agreement.
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4 STANDARD CLAUSES
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4.1 NOTICES
Unless otherwise provided in this Agreement, any notice provided for under
this Agreement shall be in writing and shall be sufficiently given if
delivered personally, or if transmitted by facsimile with an original
signed copy delivered personally within twenty-four hours thereafter,
or mailed by prepaid registered post addressed to UNITED at their
respective addresses set forth below or at such other than current address
as is specified by notice.
To UNITED: United Casino Corporation
00000 Xxxxxx Xxx. 0X
Xxxxxx, XX 00000
To the Licensee: Recantoazul S.A.
__________________________
__________________________
4.2 ENTIRE AGREEMENT AND SCHEDULES
The parties agree that this Agreement and its Schedule, if any, constitute
the complete and exclusive statement of the terms and conditions between
the Licensee and UNITED covering the performance hereof and cannot be
altered, amended or modified except in writing executed by an authorized
representative of each party. The Licensee further agrees that any terms
and conditions of any purchaser order or other instrument issued by the
Licensee in connection with this Agreement which are in addition or
inconsistent with the terms and conditions of this Agreement shall not be
binding on UNITED and shall not apply to this Agreement.
4.3 GOVERNING LAW AND ARBITRATION
Any dispute in connection with this Agreement shall be settled by
arbitration in accordance with any Arbitration Act agreed upon between the
parties; provided, however, should any dispute arise under this Agreement,
the parties shall endeavor to settle such dispute amicably between
themselves. In the event that the parties fail to agree upon an amicable
solution, such dispute shall be finally determined by arbitration as
aforesaid.
4.4 GOVERNING LAW
This agreement and all Schedules shall be governed by and construed in
accordance with the laws of Nevada, and the Licensee hereby attorns to the
jurisdiction of the courts of the state of Nevada notwithstanding any other
provision expressed or implied in either this agreement or the Schedules.
4.5 TIME TO BE OF THE ESSENCE
Time is of the essence.
4.6 NUMBER AND GENDER
In this Agreement the use of the singular number includes the plural and
vice versa the use of any gender includes all genders, and the word
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"person" includes an individual, a trust, a partnership, a body corporate
and politic, an association and any other incorporated or unincorporated
organization or entity.
4.7 CAPTIONS
Captions or descriptive words at the commencement of the various sections
are inserted only for convenience and are in no way to be construed as a
part of this Agreement or as a limitation upon the scope of the particular
section to which they refer.
4.8 NON-ASSIGNABILITY
This Agreement is personal to the Licensee, except as provided in S. 4.9,
and the Licensee may not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of
UNITED.
4.9 BENEFIT
This Agreement shall enure to the benefit of and be binding upon the
Licensee, its successors and assigns. The Licensee may delegate the
performance of any of its obligations hereunder to any corporation which
controls, is controlled by or is under common control with the Licensee.
4.10 WAIVER
No condoning, excusing or waiver by any party hereto of any default, breach
of non-observance by any other party hereto, at any time or times with
respect to any covenants or conditions herein contained, shall operate as a
waiver of that party's rights hereunder with respect to any continuing or
subsequent default, breach or nonobservance, and no waiver shall be
inferred from or implied by any failure to exercise any rights by the party
having those rights.
4.11 FURTHER ASSURANCE
Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and to do such further and
other things as may be necessary to implement and carry out the intent of
this Agreement.
4.12 CUMULATIVE RIGHTS
All rights and remedies of UNITED are cumulative and are in addition to and
shall not be deemed to exclude any other rights or remedies allowed by law
except as specifically limited hereby. All rights and remedies may be
exercised concurrently.
4.13 PRIOR AGREEMENTS
Except as specifically provided for herein, this Agreement, including its
Schedules, contains all of the terms agreed upon by the parties with
respect to the subject matter herein and supersedes all prior agreements,
arrangements and understandings with respect thereto, whether oral or
written.
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4.14 SEVERABILITY
If any part of this Agreement is unenforceable because of any rule of law
or public policy, such unenforceable provision shall be severed from this
Agreement, and this severance shall not affect the remainder of this
Agreement.
4.15 NO PARTNERSHIP
Notwithstanding anything in this Agreement, no part of this Agreement, nor
the Agreement as a whole shall be construed as creating a partnership or
agency relationship between the parties. If any part of this Agreement
should become construed as forming a partnership or agency relationship,
that part shall be amended such that no partnership or agency relationship
is created, but that part achieves what it was originally intended to
achieve.
4.16 DOLLAR AMOUNTS
All references to money or specific dollar amounts in this Agreement are in
United States Dollars.
4.17 INTERPRETATION
In the interpretation of this Agreement or any provision hereof, no
inference shall be drawn in favor of or against any party by virtue of the
fact that one party or its agents may have drafted this Agreement or such
provision.
4.18 COUNTERPARTS
This agreement may be executed in one or more counterparts, all of which
taken together shall constitute a single instrument.
UNITED CASINO CORPORATION
By: s/Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: President
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Recantoazul, S.A.
By: s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: President
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