THIS AGREEMENT made the day of , 1994
BETWEEN: AGT SPORTS (AUSTRALIA) PTY LIMITED of 0/000 Xxxxxx Xxxxxx,
Xxxxxxx, Xxx Xxxxx Xxxxx, 0000 (hereafter referred to as "AGT")
and AGT SPORTS INCORPORATED, of 0000 Xxxxx Xxxxxx Xxx, Xxxxx 000
Xxxxxxxxx Xx. 00000 XXX (hereafter referred to "AGT Inc.")
AND: THE NEW SOUTH WALES GOLF ASSOCIATION LIMITED of 00 Xxxxxxxx
Xxxxxx, Xxxxxxxxxxxx, Xxx Xxxxx Xxxxx, 0000 (hereafter referred
to as "NSWGA")
WHEREAS:
A AGT is in the business of developing and servicing certain computer
hardware and software products for use within the golf industry; and
B AGT Inc is building its Australian corporation AGT Sports (Australia) Pty
Limited and the corporate objective of AGT Inc and AGT is to install computer
systems into golf facilities throughout Australia; and
C AGT and AGT Inc are desirous of entering into an agreement with NSWGA and
other agreements with other associations and organizations within the golf
industry for the distribution and internal use of the products and services
described herein
AND WHEREAS NSWGA is seeking to upgrade the computer system and the software
requirements it uses to operate its activities and has agreed to accept products
and services from AGT in return for providing promotional opportunities as set
out herein.
THE PARTIES AGREE AS FOLLOWS:
DEFINITIONS
1. (a) "The Golf Player System"
The golf player system includes but is not limited to various software
applications for golf tournaments set up and management applications
and handicapping applications, player and course statistical
information, membership applications and management and other licensed
software products.
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2. (a) Products and Services
"Products and Services" includes but is not limited to hardware
products including IBM compatible personal computer terminals,
communication devices, printers, storage devices, CD-Rom drives,
certain optical scanning devices, magnetic card readers, network
servers and other peripheral equipment and certain software products
which include but are not limited to MS-DOS windows operating and
applications products and also including the "Golf Player System".
3. Term
The Agreement will be for a term of five (5) years from the date of this
Agreement. If both parties agree the five year term may be extended at the
end of the initial five year term.
4. Supply of Products and Services
AGT will at no cost to NSWGA -
(i) supply mutually agreed computer and software components;
(ii) upgrade the system requirements of NSWGA in the first instance
through the installation of the items listed in the attached
Schedule;
(iii) install the equipment and train the appropriate staff as
nominated by NSWGA in the proper use of the computer systems
and network;
(iv) upgrade both the hardware and software requirements of the NSWGA
at least once every five years or more often in order to ensure
that hardware and software are at the appropriate level of
operating standards and sophistication of the NSWGA's
requirements;
(v) service hardware and software and provide all spare parts
required;
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(vi) supply technical support at major tournament events conducted
by NSWGA and supply technical support for the office staff;
(vii) modify its present tournament software to meet the local needs
of NSWGA;
(viii) supply the computer requirements of "Golf News" and the Xxxx
Xxxxxx Junior Golf Foundation of New South Wales, subject to
the understanding that NSWGA will compensate AGT for the
provision of MAC equipment and services through an appropriate
acknowledgment in Golf News on a continuing basis.
5. Title
AGT agrees that title to the equipment and to each part thereof set out in
the schedule shall transfer to NSWGA on delivery of the equipment to the
premises of NSWGA.
6. Liability for Loss and Damage
The risk in the equipment shall pass to NSWGA upon delivery and NSWGA
accepts responsibility for insurance from that time.
7. Warranty and Indemnity
AGT warrants that the equipment it supplies pursuant to this Agreement
shall be new and free of any encumbrances and that it is authorized to give
title in the equipment and a license to use the software and indemnifies
and will keep indemnified NSWGA in respect of any losses costs or damages
which may arise as a result of any default on the part of AGT pursuant to
the provisions of this clause.
8. Obligations of NSWGA
NSWGA agrees -
(a) to use AGT software at all of its tournament events and to display
certain mutually agreed logos and other company marks at those
tournament sites which will be provided by AGT without cost to NSWGA;
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(b) to use its best endeavors to help AGT to introduce its products and
services to the affiliated members of NSWGA;
(c) that AGT has the right of first refusal to supply all of the computer
requirements of NSWGA through the term of this Agreement;
(d) to make AGT's optical scan cards the official score card of the
tournament events which are under the total control of NSWGA, the
score cards and appropriate stationery being provided at no cost to
NSWGA;
(e) to use its best endeavors to assist AGT in having the optical scan
score card adopted in all tournament events in New South Wales
including events sanctioned by the Xxxx Xxxxxx Junior Golf Foundation
of New South Wales.
9. Obligations of Both Parties
Both parties agree
(a) to be responsible for their own reports and document filings, tax
returns;
(b) to give each other reasonable access to all applicable records
and documentation pertaining to the golf tournaments covered by
this Agreement and all appropriate activities thereof;
(c) to warrant the accuracy and authenticity of documents and reports
as far as possible;
(d) either party may at their own expense audit the authenticity of
the above mentioned documents and reports.
10. Termination
Either party may terminate this Agreement forthwith upon the happening of
any of the following events:
(a) The other party fails to observe or perform any provisions of
this Agreement and fails to remedy such breach within thirty (30)
days after written notice thereof has been given to the party in
breach.
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(b) The other commits any act of bankruptcy or insolvency or a
petition is presented for the bankruptcy or winding-up of the
other or a resolution is passed for the winding-up of the other
otherwise than for the purposes of amalgamation or
reconstruction.
(c) The other enters a compromise or arrangement with creditors or a
receiver or an official manager of the other or of any of its
assets is appointed.
(d) If AGT is unable to deliver and provide the equipment required in
the terms of this Agreement within ninety (90) days of the date
of this Agreement.
(e) If AGT is unable to complete installation of the agreed software
programs within six (6) months of the date of this Agreement.
11. Amendments of Agreement in Writing
No amendment or modification of this Agreement or any provision of this
Agreement shall be effective unless in writing and signed by both parties.
12. Waiver
No waiver by either party whether express or implied of any provisions of
this Agreement or of any breach or default of either party shall constitute
a continuing waiver or a waiver of any other provision of this Agreement
unless made in writing and signed by the party against whom the waiver
would otherwise be in force.
13. Jurisdiction
This Agreement shall be governed by and construed in accordance with the
law for the time being of New South Wales.
14. Entire Agreement
This Agreement constitutes the entire Agreement between the parties
regarding the subject matter hereof and supersedes and
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replaces all agreements, arrangements and understandings relating to the
subject matter hereof whether reduced to writing or not that may have
preceded this Agreement. The parties acknowledge that no warranties or
representations have been given by the other party or any person on
behalf of either party or relied upon by either party in entering into
this
IN WITNESS WHEREOF the parties hereto have set their hands and affixed their
seal on the day and year first hereinbefore written
THE COMMON SEAL of AGT SPORTS )
(AUSTRALIA) PTY LIMITED )
was hereunto affixed by direction )//XXXXXXX X. XXXXXXXXX///
of the Board in the presence of: --------------------------
)Director
Xxxx Xxxxxxx
--------------------------
Secretary
THE COMMON SEAL OF AGT SPORTS )
INCORPORATED )
was hereunto affixed by direction )///XXXXXXX X. XXXXXXXXX///
of the Board in the presence of: --------------------------
)Director
Xxxxxx X. Xxxxxx
--------------------------
Secretary
THE COMMON SEAL of THE NEW )
SOUTH WALES GOLF ASSOCIATION )
was hereunto affixed by direction )///XXXX LUGSTON///
of the Board in the presence of --------------------------
)Director
--------------------------
Secretary
Addendum I
This addendum is intended to clarify Item Number 5. TITLE... which is hereby
agreed by both parties to the agreement that it has become necessary to strike
the present Item Number 5. TITLE and replace it with the following.
5. Title
AGT agrees that the title to the equipment and to each part thereof set out
in the Schedule shall transfer to NSWGA on delivery of the equipment to the
premise of NSWGA. It is understood that the title of the equipment and the
software licenses are for the use of NSWGA and its present and future
affiliate's. This title is not transferable to any other individual, company,
or entity other than an affiliate of the NSWGA.
This change is hereby agreed to by...
AGTsports, Incorporated New South Wales Golf Association LTD.
///Xxxx Xxxxxxxxx/// //Xxxxx Xxxxx///
Chief Executive Officer Executive Director
and..
Upon the signature of the two parties will become part of the agreement.
