Strategic Alliance Agreement
This Strategic Alliance Agreement (this "Agreement") is entered into as of the
1st day of September, 2014 (hereinafter referred to as the effective date of
the Agreement), by and among EMPIRE GLOBAL CORP., a Delaware corporation
situated at 000 Xxxxxxxxx Xx. Xxxxxxx, Xxxxxxx, X0X 0X0 (hereinafter referred to
as "EMGL") and DELAMORE & OWL GROUP OF COMPANIES, here in represented by
Delamore Trade & Investment Company Ltd organised under the laws of England
(hereinafter referred to as "D&O") situated at 00 Xxxxxx Xxxxxx, Xxxxxx X0X 0XX,
Xxxxxxx (each individually a "Party" or collectively the "Parties").
RECITALS
WHEREAS, EMGL is a fully reporting company governed under the Securities
Exchange Act and regulated by the Securities and Exchange Commission in
the United States of America and is in the business of operating
online, physical and mobile skill based gaming and betting platforms
for the international market;
WHEREAS, D&O is a privately owned diversified multinational business enterprise
with its shares held by the majority of its management and the balance
held by corporate partners, financial institutions, high net worth
individuals and family offices;
WHEREAS, EMGL wishes to avail itself of the D&O global network of agents,
associates, directors, members and clients;
WHEREAS, D&O wishes to develop certain business ventures in combination with
EMGL, and
WHEREAS, D&O and EMGL are desirous of entering into a strategic alliance to
jointly exploit gaming business opportunities in various international
jurisdictions and to market and perform certain complementary business
development solutions and services;
NOW, THEREFORE, in consideration of the foregoing and of the mutual premises
hereinafter expressed, the parties hereto do mutually agree as follows:
ARTICLE I.
SCOPE OF STRATEGIC ALLIANCE
A. D&O shall, in a professional manner, take all steps necessary to market and
perform its Business Development Programs ("BDP"), solutions and other
services (collectively the "D&O Services") for an unlimited variety of
strategic ventures, projects and/or clients referred to D&O by EMGL. Any
engagement to perform D&O Services shall be on such terms and conditions as
D&O may approve in its sole discretion on a case by case basis. D&O will
perform, schedule, staff and manage all D&O Services. Notwithstanding the
foregoing, EMGL may, at its election, recover the costs for D&O Services
through administrative and management fees and/or levies applied to each
venture and under such circumstances D&O shall xxxx EMGL the pre-agreed
amount for the engagement as adjusted by any client-approved fees; in the
alternative, D&O will apply its fees and charges to the venture or xxxx the
client directly. EMGL agrees to include reference to D&O in each contract
and proposal involving D&O Services. D&O's BDP and other proprietary
information and associated products, copyrights, trademarks, trade names and
logos developed by D&O shall remain the property of D&O and reference to
D&O's rights shall be made in all uses of such materials.
B. EMGL shall, in a professional manner, take all steps necessary to perform
its business management, and/or aggregation and acquisitions (collectively
the "EMGL Services") for D&O Services performed by D&O for EMGL. Any
engagement to perform EMGL Services shall be on such terms and conditions as
EMGL may approve in its sole discretion on a case by case basis. EMGL will
perform, schedule, staff and manage all EMGL Services.
ARTICLE II.
PERIOD OF PERFORMANCE
This Agreement shall be effective as of the date first set forth above and,
shall remain in force for an indefinite period of time, or (ii) with respect to
any projects identified in any contract for which EMGL is billing the client
directly, upon the completion of D&O's Services and receipt of payment by D&O
from EMGL for said services. Notwithstanding the foregoing, this Agreement may
be terminated by mutual consent of the parties in writing, or at any time upon
giving ninety (90) days advance written notice to the other party. Time is of
the essence in this Agreement.
ARTICLE III.
MANAGEMENT
Each party shall designate a partner, officer or other senior person to be
responsible for the overall administration of this Agreement. EMGL shall take
ultimate responsibility for each venture jointly developed with D&O and
incorporated into EMGL business and D&O will respond to EMGL's guidelines and
direction.
ARTICLE IV.
CONFIDENTIAL INFORMATION
A. Each Party shall hold in strict confidence, and shall cause their respective
officers, directors, employees, representatives, agents and advisors to hold
in strict confidence, all non-public information, knowledge or data relating
to this Agreement, any Projects, any customers or potential customers, the
Parties, their respective affiliates and their respective businesses, and
each Party shall not use, communicate or disclose, or permit the use,
communication or disclosure, of any such information, knowledge or data to
anyone other than the other Party or its officers or employees; provided,
however, that the foregoing shall not prohibit the use or disclosure of any
such information that has been proved to be: (i) known to the Party prior to
the disclosure by the other Party, (ii) in the public domain through no
fault of the disclosing party, (iii) reasonably required to be disclosed by
judicial or administrative process or by other requirements of law, or (iv)
independently received from a third party with a right to disclose such
information.
B. Each Party agrees not to make any public announcements regarding the
Projects or the contents of this Agreement or of any discussions among the
Parties without the prior written consent of the other Party, except for any
disclosure required by applicable law. All copies or reproductions of
confidential information made by the Parties shall bear a copy of the
original confidentiality legend or notice on such documents, and any third
parties receiving such information shall be advised in writing of the
confidential nature of the disclosure.
ARTICLE V.
NO PARTNERSHIP
Nothing herein contained shall be construed to imply a joint venture,
partnership or principal-agent relationship between EMGL and D&O, and neither
party shall have the right, power or authority to obligate or bind the other in
any manner whatsoever, except as otherwise agreed to in writing. The parties do
not contemplate a sharing of profits relating to the EMGL Services or the D&O
Services so as to create a separate taxable entity under Section 761 of the
Internal Revenue Code of 1986, as amended, nor co-ownership of a business or
property so as to create a separate partnership under the law of any
jurisdiction, including, without limitation, in United States of America or
England. Accordingly, for tax, property and liability purposes EMGL will provide
the EMGL Services, and D&O will perform the D&O Services, each on a professional
basis and as an independent contractor of the other. Revenues and expenses
relating to the Services and any additional services shall be reported
separately by the parties for tax purposes. During the performance of the any of
the Services, EMGL's employees will not be considered employees of D&O, and vice
versa, within the meaning or the applications of any federal, state or local
laws or regulations including, but not limited to, laws or regulations covering
unemployment insurance, old age benefits, worker's compensation, industrial
accident, labor or taxes of any kind. EMGL's personnel who are to perform the
EMGL Services or additional services to be provided by EMGL hereunder shall be
under the employment, independently contracted and under the ultimate control,
management and supervision of EMGL. D&O's personnel who are to perform the D&O
Services or additional services to be provided by D&O hereunder shall be under
the employment, independently contracted and under the ultimate control,
management and supervision of D&O. It is understood and agreed that D&O's
employees shall not be considered EMGL's employees within the meaning or
application of any of EMGL's current or future employee benefit programs for the
purpose of vacations, holidays, pension, group life insurance, accidental death,
medical, hospitalization, and surgical benefits, and vice versa.
ARTICLE VI.
TRADEMARK, TRADE NAME AND COPYRIGHTS
Except as expressly provided herein, this Agreement does not give either party
any ownership rights or interest in the other party's trade name, trademarks or
copyrights.
ARTICLE VII.
INDEMNIFICATION
Each of EMGL and D&O, at its own expense, shall indemnify, defend and hold the
other, its partners, shareholders, directors, officers, employees, and agents
harmless from and against any and all third-party suits, actions, investigations
and proceedings, and related costs and expenses (including reasonable attorney's
fees) resulting solely and directly from the indemnifying party's negligence or
willful misconduct. Neither EMGL nor D&O shall be required hereunder to defend,
indemnify or hold harmless the other and/or its partners, shareholders,
directors, officers, directors, employees and agents, or any of them, from any
liability resulting from the negligence or wrongful acts of the party seeking
indemnification or of any third-party. Each of EMGL and D&O agrees to give the
other prompt written notice of any claim or other matter as to which it believes
this indemnification provision is applicable. The indemnifying party shall have
the right to defend against any such claim with counsel of its own choosing and
to settle and/or compromise such claim as it deems appropriate. Each party
further agrees to cooperate with the other in the defense of any such claim or
other matter.
ARTICLE VIII.
NON-SOLICITATION OF PERSONNEL
D&O and EMGL agree not to engage in any attempt whatsoever, to hire, or to
engage as independent contractors, the other's employees or independent
contractors during the term of this Agreement and for a period of twelve (12)
months following expiration or termination of this Agreement except as may be
mutually agreed in writing.
ARTICLE IX.
INTELLECTUAL PROPERTY
Work performed on engagements pursuant to this Agreement by either EMGL and/or
D&O and information, materials, products and deliverables developed in
connection with engagements pursuant to this Agreement shall be the property of
the respective parties performing the work or creating the information. All
underlying methodology utilized by D&O and EMGL respectively which was created
and/or developed by either prior to the date of this Agreement and utilized in
the course of performing engagements pursuant to this Agreement shall not become
the property of the other. Each party's rights, titles and interests are remain
the property of the respective originating party and are subject to
confidentiality as set forth in Article IV herein.
ARTICLE X.
GENERAL PROVISIONS
A. Entire Agreement: This Agreement together with all documents incorporated by
reference herein, constitutes the entire and sole agreement between the
parties with respect to the subject matter hereof and supersedes any prior
agreements, negotiations, understandings, or other matters, whether oral or
written, with respect to the subject matter hereof. This Agreement cannot be
modified, changed or amended, except for in writing signed by a duly
authorized representative of each of the parties.
B. Conflict: In the event of any conflict, ambiguity or inconsistency between
this Agreement and any other document which may be annexed hereto, the terms
of this Agreement shall govern.
C. Assignment and Delegation: Neither party shall assign or delegate this
Agreement or any rights, duties or obligations hereunder to any other person
and/or entity without prior express written approval of the other party.
D. Notices: Any notice required or permitted to be given under this Agreement
shall be in writing, by hand delivery, commercial overnight courier or
registered or certified U.S. Mail, to the address stated below for D&O or to
the address stated below for EMGL, and shall be deemed duly given upon
receipt, or if by registered or certified mail three (3) business days
following deposit in the U.S. Mail. The parties hereto may from time to time
designate in writing other addresses expressly for the purpose of receipt of
notice hereunder.
If to EMGL: Xx. Xxxxxxx Xxxxxxxxxx,
Chairman and CEO, Empire Global Corp.
000 Xxxxxxxxx Xx.
Xxxxxxx, Xxxxxxx, X0X 0X0
email: xxx.xxxx@xxxxxxxx.xxx
If to D&O: Mr. Xxxxxxx Xxxxx,
CEO, Delamore & Owl Group of Companies
00 Xxxxxx Xxxxxx, Xxxxxx X0X 0XX, Xxxxxxx
email: xxxxxxx@xxxxxxxxxxxxx.xxx
In all instances with copy to: Xx. Xxxxxx X. Xxxxx, LLB
Xxxxx Winter, LLP
000 Xxxxxxxx Xx. Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx, X0X 0X0
E. Severability: If any provision of this Agreement is declared invalid or
unenforceable, such provision shall be deemed modified to the extent
necessary and possible to render it valid and enforceable. In any event, the
unenforceability or invalidity of any provision shall not affect any other
provision of this Agreement, and this Agreement shall continue in full force
and effect, and be construed and enforced, as if such provision had not been
included, or had been modified as above provided, as the case may be.
F. Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to
its choice of law principles.
G. Paragraph Headings: The paragraph headings set forth in this Agreement are
for the convenience of the parties, and in no way define, limit, or describe
the scope or intent of this Agreement and are to be given no legal effect.
H. Counterparts: This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
I. Exhibits: The Exhibits attached hereto are made a part of this Agreement as
if fully set forth herein.
IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have
caused this Agreement to be executed as of the date first written above.
EMPIRE GLOBAL CORP.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx, Chairman and CEO
DELAMORE & OWL GROUP OF COMPANIES
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, Managing Director and CEO
