Exhibit 10.10
INFORMATION PROVIDER SERVICES AGREEMENT
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THIS SERVICES AGREEMENT (hereinafter referred to as the "Agreement") is
entered into as of this 1st day of February, 2000, (hereinafter referred to as
the "effective date"), by and between CARIBBEAN ENTERTAINMENT INTERNATIONAL,
S.A., having its principal office at Bahia de Arena, Casa 00, Xxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxx Xxxxxxxx (hereinafter referred to as "SP") and INTER CAPITAL
GLOBAL FUND, LTD., (hereinafter referred to as "IP"), having its principal
office at: 0 Xxxx Xxxxxx, Xx. Xxxx, Xxxxxxx.
BACKGROUND
SP has developed a number of internet services relating to coordination,
delivery, pick up, server installation, licensing fee and hosting of internet
gaming services, as well as other services also described below.
SP and IP desire to enter into an Agreement to document the terms and
conditions under which IP may utilize the services and systems of SP for the
provisions of offshore gamings and wagering as referred to in the Internet
Gaming License issued by the government of the Dominican Republic.
In consideration of the mutual covenants hereinafter set forth, the
receipt and sufficiency of which is hereby acknowledged, the parties intending
to be legally bound hereby covenant and agree as follows:
SP Services: SP will provide to IP the services more specifically
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described below in accordance with the terms and
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conditions of this Agreement, with the understanding that IP shall provide
offshore games of chance and wagering as referred to in the Internet Gaming
License issued by the government of the Dominican Republic:
1. Coordination of delivery, pick up, customs clearance of any servers
needed (customs duty to be billed separately).
2. Server installation and set up.
3. Project coordination.
4. Related legal documents.
5. The conditional transfer of shares, control and ownership of the
entity known as 21 del Notre, S.A., being a company which is the
beneficial owner of a properly authorized gaming license held
in the Dominican Republic.
The parties agree that the initial fee paid upon the signing of this Agreement
shall be Twenty Thousand and 00/100 Dollars, U.S., ($20,000.00) which will
incorporate the above services.
License Fee and Hosting: SP will host the properly transferred ownership
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license for IP on the following terms and conditions, with the fee being Ten
Thousand and 00/100 Dollars, U.S., ($10,000.00) per month. Included in that fee
is:
1. Twenty-four (24) hour, seven (7) days a week multi-lingual hardware
support.
2. The technician will handle all on site upgrades and server
maintenance.
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3. As much as needed kbs (shared line) per OGS system (additional bandwidth is
available at an additional charge of One Thousand Five Hundred and 00/100
Dollars, U.S. ($1,500.00) as much as needed kbs of bandwidth or any part
thereof).
4. A total of three (3) OGS casinos. (Each additional casino shall be an
additional Two Thousand and 00/100 Dollars, U.S. ($2,000.00) per month.)
5. Secure office environment to house the servers.
6. Proprietary CEI FirewallTM license.
Fees and Expenses: IP agrees to pay for the services at the rates set
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forth above, in accordance with the terms and conditions of this Agreement. The
hosting and licensing fees shall be due in advance on the 1st day of each and
every month for the month following the payment of that fee. These monthly fees
shall be prorated for any partial month. In addition, IP agrees to pay a use
tax imposed by the government of the Dominican Republic for all services
rendered. This use tax is presently seventeen (17%) percent of the total
monthly billing.
21 del Notre, S.A.: In order for SP to provide IP with a valid
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Internet Gaming License, it is necessary to transfer the shares, control and
ownership of the entity 21 del Notre, S.A. to IP. Although SP has transferred
ownership of 21 Del Notre, S.A. to IP, the payments pursuant to this Agreement
shall be made to SP for this company and licenses stated above. SP will be
responsible for making any and all payments to the government of the Dominican
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Republic. Should IP terminate this Agreement for any reason other than cause as
described in herein, then IP will immediately assign, relinquish ownership of
and turn over control and ownership of the entity 21 del Notre, S.A. to SP. IP
will sign documents to be held by SP to effectuate that transfer at the time of
signing this Agreement in the form of valid Powers of Attorney to allow that
transfer to take place.
Should SP cease to operate permanently, then IP will retain the
ownership interest in 21 del Notre, S.A.
Because the parties have agreed that payment is of the essence, SP
reserves the right to have access to all games at any time that the hosting,
late fees, or the licensing fees are not paid immediately upon being due. IP
shall have ten (10) days to pay all fees due so that it complies with the
required amounts. Any payment received after the tenth day of any month will
require an additional late fee of fifteen (15%) percent of that payment.
Rights to Operate: SP may grant additional rights to operate to third
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parties for the purposes of exploiting games of chance via the internet and
telephone service lines under its license during and after the term of this
Agreement.
Hardware Support: As listed in the services, SP shall provide twenty-
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four (24) hours a day, seven (7) days a week hardware support. SP will insure
that the continual operation of IP's servers. Should IP's servers go down, SP
will have all service up and running within one (1) hour after notification of
such down time if reasonably practicable. Unless the service has crashed and
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SP is unable to replace parts for the specific machine supplied by IP, in such
case, SP will use its best efforts to locate the replacement of parts and have
them delivered by the fastest means possible. Because IP is providing the
hardware, SP has no control over that hardware. SP also has no control over the
telephone lines, and should there be a technical problem with the telephone
lines, SP will use its best efforts to have the lines repaired. SP has been
notified by its telephone line carrier that any problems with the lines will be
fixed within six (6) hours and SP and IP agree that SP is at the xxxx and call
of the telephone line carrier.
Technical Support: Technical support is available on the following
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telephone numbers:
1. Monday through Saturday from 9:00 a.m. until 5:00 p.m.
(000) 000-0000.
2. All other hours, (000) 000-0000 or (000) 000-0000.
Confidentiality: During the course of performance of this Agreement each
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party may disclose to the other certain business technology, research, customer,
pricing and/or business information, formulas or procedures which the disclosing
party considers to be, and treats, as confidential or proprietary information.
Each party shall maintain the other party's confidential information in
confidence, shall protect it with a reasonable level of protection which shall
be not less than the same degree of protection which it uses to protect its own
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confidential information, shall not disclose to any third party without prior
written approval, and shall use it for the sole purpose of performing under this
Agreement. Each party shall be responsible for the actions of its employees,
consultants and contractors, with respect to confidential information from the
other party. At the conclusion of this Agreement, each party shall either
return the other parties confidential information in its possession, including
all copies, or shall, at the other parties direction, destroy the other parties
confidential information, including all copies and certify destruction to the
other party.
For the purposes of this section, confidential information does not
include information in the public domain at the time of disclosure or
information that is independently developed by the receiving party without
reference to the disclosing party.
This confidentiality agreement shall be in full force and effect for
the entire term of this Agreement and for as long thereafter as the confidential
information does not make it to the public domain or enter the public domain
through no fault of either party.
In addition, neither party shall disclose the terms and conditions of
this Agreement to any third party without the other party's written consent
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which consent shall not be withheld or delayed unreasonably.
Term and Termination: This Agreement shall be for a term of five (5)
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years and shall terminate upon the earlier of the following occurrences:
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party feels that there is a substantial default in the provisions of this
Agreement. However, prior to termination, it must serve in writing to the
other party thirty (30) days prior to the effective date of termination,
its intent to terminate and the reasons therefore and give the defaulting
party thirty (30) days to cure the default.
3. Five (5) years after the effective date of this Agreement.
The parties agree that this Agreement will automatically re-new annually,
however, the minimum monthly fees must be re-negotiated subsequent to the
terms of the five (5) year Agreement.
4. If either party is in default or grossly negligent in the
performance of its duties or obligations under this Agreement, or declares
voluntary bankruptcy or involuntary bankruptcy is forced on either of the
parties, or declares a state of succession of payments or enters into an
arrangement for the benefit of creditors or into a court sanctioned
moratorium on payments then this Agreement may be terminated by SP or IP,
with proper notification, as outlined above.
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Indemnification: IP shall indemnify and hold SP, its affiliates,
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directors, employees, officers, agents, licensors, harmless from any and all
claims, demands, actions, liabilities, damages, obligations, costs and expenses,
including attorney's fees and experts fees arising from the breach of this
Agreement or from SP's own negligence.
Force Majeure: Both parties agree that neither party shall in any way be
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responsible for failure to perform hereunder due to force majeure which shall
include, but not be limited to, fires, floods, riots, strikes, power failures,
labor disputes, freight embargoes, transportation delays, acts of vendors and
suppliers, concealed acts of workmen, alteration of domestic or international
rules and regulations, disconnection from the service lines, or any other cause
which is beyond the reasonable control of either party. If force majeure shall
occur, the affected party shall promptly give notice thereof to the other party
and use the best efforts to cure or correct such event of force majeure. Any
party hereto may, during the period of shortage or delay due to any such cause,
prorate its supply and/or payment in such a manner as deemed equitable to the
judgment of each party.
Any delay in the performance of any of the duties or obligations of either
party herein (except the payment of money owed) shall not be considered a breach
of this Agreement and at the time required performance shall be extended for
period equal to the period of such delay provided that such delay has been
caused by or is the result of any acts of God, acts of public enemy,
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insurrections, riots, embargoes, labor disputes, including strikes, lockouts,
job actions or boycotts, computer or device malfunctions beyond SP's reasonable
control, suspension or disruption of services of the internet, any internet or
common communication carrier, any explosion or flood. The parties so effected
shall give prompt notice to the other party of such cause and shall take
whatever steps are reasonably necessary to relieve the effects of the cause as
rapidly as possible.
Default: As previously described in the event either party is in default
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of any of the major provisions of this Agreement, the non-defaulting party may
give thirty (30) days written notice to the defaulting party and upon
continuation of the breach of the defaulting party, immediately terminate the
provisions of the service and terminate this Agreement. The defaulting party
shall immediately cease the activities relating to this Agreement upon receiving
that notice in writing.
Binding Decisions of SP: IP understands and agrees that SP may from time
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to time make certain decisions with respect to the services being provided and
as long as those decisions do not substantially alter the nature of the services
contemplated in this Agreement, SP shall have the right to make those decisions
which shall be final and binding and will give notice to IP of those decisions
by telephone, to be confirmed in writing.
Governing Law: In the event of litigation, the choice of venue and
applicable law under which this Agreement is to be construed shall be at the
sole and complete discretion of SP.
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While this provision seems broad, IP agrees that based on the nature of the
services provided and the area in which the parties operate, all issues
regarding to subject matter of the license as referred to in this Agreement,
shall be construed and enforced with the laws and the venue at the choice of SP.
Each party hereby expressly designates its respective signatory of this
Agreement as an authorized agent on which any and all legal process may be
served in any action, suit or proceeding brought pursuant to this Agreement.
Notices: All notices and requests in connection with this Agreement shall
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be deemed given as they are received if given by either messenger, delivery
service, or by mail, postage prepaid, certified or registered, and addressed as
set forth in the signature page hereof, or to such other address as the parties
so designate by written notice to each party. Notice shall be deemed to have
been given or made as of the date so delivered, if delivered personally.
No Third Party Beneficiaries: This Agreement is for the sole and exclusive
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benefit of SP and IP. It shall not be deemed to be for the direct or indirect
benefit of any other customer, person, institution, or corporation and the
customers of IP shall not be deemed to be third party beneficiaries of this
Agreement or to have any contractual relationship with SP or IP by any reason of
this Agreement.
Waiver: The failure of any party to exercise any right hereunder or to
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insist upon strict compliance by the other party
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shall not constitute a waiver of either parties rights to demand strict
compliance with the terms and conditions of this Agreement.
Assignment: IP may not assign or transfer its rights or obligations under
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this Agreement without the prior written consent of SP. A change of ownership
of over fifty (50%) percent of the voting stock or interest in IP, shall be
deemed an assignment hereunder. Subject to the foregoing, this Agreement shall
inure to the benefit of and be binding upon all parties and their respected
permitted successors and assigns, however, any attempted assignation or transfer
without the express consent of SP shall be null and void.
Amendment: This Agreement may be amended only in writing and signed by
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both parties.
Entire Agreement: This Agreement constitutes the entire Agreement between
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the parties as to the subject matter hereof and supersedes all or
contemporaneous agreements, negotiations, representations, and proposals, both
written and oral.
Notices: Any notice, communications, request, instruction or other
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document required or permitted hereunder shall be given in writing, either
delivered in person or by courier, Federal Express, or telegram, and delivered
as follows:
If to SP: Bahia de Arena, Casa 00, Xxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxx Xxxxxxxx.
If to IP:
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IN WITNESS WHEREOF, this Agreement has been executed by each of the parties
hereto, on the date first above written.
Witnesses: CARIBBEAN ENTERTAINMENT
INTERNATIONAL, S.A.
(SP)
By:
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Signature Signature
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Printed Printed and Title
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Signature
(Corporate Seal)
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Printed
INTER CAPITAL GLOBAL FUND, LTD.
Witnesses: (IP)
/s/ Xxxxxxx Xxx Xxxx By: /s/ Xxxxx X. Xxxxxxxx, Xx.
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Signature Signature
Xxxxxxx Xxx Xxxx Chairman/CEO
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Printed Printed and Title
/s/ Xxxxxx Xxxxxxxx
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Signature (Corporate Seal)
Xxxxxx Xxxxxxxx
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Printed
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