SOLUTIA GAMING SYSTEMS, INC.
EXCLUSIVE DISTRIBUTION AGREEMENT
OF INDIVIDUAL GAMES
This Agreement is entered into on this the 9th day of November, 1999
between Solutia Gaming Systems, Inc. (Solutia), a Oklahoma Corporation with its
principal place of business in Norcross, Georgia and BestCo., Inc.
(Distributor), a South Carolina corporation with its principal place of business
at 000 Xxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000. Solutia and Distributor agree as
follows:
1. Solutia appoints Distributor to be an exclusive distributor for the
sale of Solutia products, which for the purposes of this agreement are
exclusively game units, ("products") in the following distribution location
only: West Virginia (hereinafter referred to as "territory"). Distributor's
exclusive territory for the distribution of products is limited to the
territory.
2. Solutia agrees, during the term of this Agreement, to sell Products to
Distributor at a price of $5,622.00 per unit for orders up to 99 units;
$5,247.00 per unit for orders of 100 or more. All orders must be taken
within 30 days.
3. Distributor agrees all purchases are payable one hundred percent (100%)
FOB, Solutia dock unless other financial arrangements are made between
Solutia and Distributor.
4. Distributor agrees to use its best efforts to promote, sell,
merchandise and demonstrate Products in the Territory. Distributor shall
purchase at least 13,000 units (games or software/T344+ boards) in
accordance with the terms contained in the Solutia Gaming Systems, Inc.
Exclusive Distribution Agreement, dated November 9, 1999 and attached as
"Exhibit A". Each unit shall consist of either, (1)a single game, or (2)
requisite software and a T340+ board combination.
5. Solutia and Distributor acknowledge that Distributor is an independent
contractor, and the acceptance of this Agreement does not make or appoint
Distributor as an agent or representative of Solutia for any purpose.
Distributor is not authorized to act for, incur debt for, or make any
representations on behalf of Solutia other than as set forth herein, and
Distributor is not to represent itself to the public as an agent or
representative of Solutia. Distributor shall not make any representations
regarding Solutia or Products performance such as will bind Solutia to any
such representation which are not authorized by Solutia in writing or
stated in Solutia's product and promotional materials.
6. Distributor shall be responsible for and shall pay or have paid all
taxes or license(s) or other costs on Products distributed in Georgia and
West Virginia under this Agreement as are imposed by any governmental
agency due to the sale or operation of Product in Georgia and West
Virginia, except any such taxes expressly assumed in writing by Solutia.
7. Distributor shall hold Solutia harmless and shall indemnify Solutia
against all claims, demands, losses, costs, damages, suits, judgments,
penalties, expenses, and liabilities of any kind whatsoever arising out of
Distributor's ownership, leasehold, or operation of its wholesale
location. Distributor and Solutia shall indemnify and hold harmless each
other for any liability arising out of their own acts, omissions, or
failure to perform any obligation under this Agreement.
8. Neither Solutia nor Distributor shall be held liable under this
Agreement for failure to carry out its provisions to the extent that such
failure is caused by strikes, sabotage, fire, flood, inability to secure
raw materials, act of God, riot, insurrection, war, act of any governmental
authority, priorities granted at the request of or for the benefit,
directly or indirectly, or any government or agency thereof, or any cause
beyond their respective control. This clause shall be effective only so
long as performance is prevented.
9. This Agreement shall continue on a year to year basis, subject to the
provisions of paragraph 4. This Agreement will not be automatically
renewed if Distributor fails to purchase the quantity of units as
described in paragraph 4. The Agreement will be automatically renewed at
the expiration of the term unless Solutia provides ninety (90) day written
notice to cancel this contract without cause.
10. Except as otherwise provided herein, in the event of a breach of this
Agreement or a default hereunder, Solutia or Distributor may cancel this
Agreement for cause upon thirty (30) days written notice in the event such
breach or default is not cured within thirty (30) days of receipt of said
notice or in the event Distributor, after notice from Solutia, continues
to engage in conduct that is detrimental or harmful to the good name, good
will or reputation of Solutia or Leisure Time Technology, Inc. or Leisure
Time Casinos & Resorts, Inc. or affiliates.
11. A waiver of any breach of any provision of this Agreement shall not be
construed as a continuing waiver of other breaches of the same or other
provisions of this Agreement. The acceptance of any order by Solutia after
the termination of this Agreement shall not be construed as a renewal or
extension of this Agreement nor as a waiver of the termination hereof.
12. This Agreement shall be in conjunction with all previous or now
existing arrangements or agreements between Distributor and Solutia and
contains the entire understanding between the parties relating to the
subject matter hereof. No modification or amendment of any provision or
part of this Agreement shall be binding unless in writing, expressly
denominated as an amendment hereto, signed by both parties.
13. Should any part or provision of this Agreement be held unenforceable
or in conflict with the law of any jurisdiction, the validity of the
remaining part or provisions shall not be affected by such holding.
14. Any dispute or controversy of or relating to this Agreement; or any
breach of this Agreement, shall be settled by arbitration to be held in
Atlanta, GA, in accordance with the rules then in effect of the American
Arbitration Association or any successor thereto. The decision of the
arbitrator shall be final, conclusive, and binding on the parties to the
arbitration. Judgment may be entered on the arbitrator's decision in any
court having jurisdiction, and the parties irrevocably consent to the
jurisdiction of the Georgia state courts for this purpose. Costs shall be
shared by both parties.
15. Without limitation, the following events shall constitute breaches or
defaults: a. Insolvency of Distributor b. Filing by or against Distributor
or a petition in Bankruptcy or other insolvency proceeding.
c. Breach by Distributor of any representation or warranty to Solutia
contained herein or otherwise made to Solutia.
d. Failure of Distributor to keep open its authorized location of business
for more than thirty (30) consecutive business days; and
e. The commission of any act by Distributor's management in violation of
federal, state, or local law or such conduct, which in the sole
discretion of Solutia adversely affects the ability of Solutia and/or
the parent company Leisure Time Casinos & Resorts Inc. or sister
company, Leisure Time Technology Inc., to obtain or maintain a license
to market Products in any licensed jurisdiction.
16. Distributor shall not divulge to any third party, or use for its own
unrelated purposes, any confidential, proprietary or business information
relating to the business affairs of Solutia except to the extent that
confidential information must be divulged or used in performing the
Distributor's obligations under this Agreement. Confidential information
shall include, but not be limited to, "CONFIDENTIAL" relating to
Distributor prices, company policy, promotional programs not yet public,
technical information regarding Products, market strategy, or any material
or other information in writing and designated by Solutia as
"CONFIDENTIAL". Distributor further agrees not to copy or to cause to
allow any third party to copy, use or distribute any proprietary or
confidential information. If distributor becomes aware of any breach of
this provision, it must notify Solutia immediately. Any violation of this
section shall be grounds for the immediate termination of this Agreement
by Solutia without prior notice.
Distributor will take all reasonable measures to protect Solutia and/or
Leisure Time Technology, Inc.'s ("LTT") Proprietary Rights in the Software
and Hardware. Distributor acknowledges that Distributor has no Proprietary
Rights in the Hardware, Software or any other materials received from
Solutia or LTT and does not acquire any rights in these Proprietary Rights
by virtue of this agreement, except those contractual rights that are
expressly granted herein. No rights to manufacture Solutia or LTT's
Products are granted by this agreement. Distributor acknowledges that the
Software and the structure, sequence and organization of the Software is
proprietary to Solutia or LTT, and that Solutia or LTT retains exclusive
ownership of the Software. Distributor shall not allow or cause to
translate, disassemble, reverse engineer, or decompile Software in whole
or in part. Distributor further agrees not to make copies or media
translations of any of the documentation associated with the Software or
Hardware except copies of manuals to be provided to End Users which manuals
shall not be distributed to anyone or any entity by Distributor (other
than to End Users as set forth herein) and which shall be returned to
Solutia or LTT immediately upon Solutia or LTT's request. Distributor shall
promptly notify LTT in writing if Distributor becomes aware of any misuse
of or infringement upon Solutia or LTT's to its Proprietary Rights
including translation, disassembling, reverse engineering, or decompiling
Software in whole or in part by an person.
Distributor recognizes that Solutia or LTT is the sole owner of the
trademarks and tradenames as well the goodwill of the businesses associated
with the trademarks and tradenames. Solutia or LTT grants Distributor a
limited right to use the Solutia or LTT trademarks in its distribution,
advertising and promotion for the Hardware and Software within the
Territory in accordance with this agreement. Distributor may use the
Solutia or LTT trademarks only in connection with the sale of the Products
provided by Solutia and authorized by Solutia to be sold or licensed by
Distributor within the Territory. Distributor agrees that the nature and
quality of the products or services it supplies in connection with the
Solutia or LTT trademarks shall conform to Solutia or LTT's standards.
Distributor agrees to cooperate with Solutia or LTT in facilitating LTT's
monitoring and control of the nature and quality of such products and
services. Distributor will use LTT trademarks in accordance with applicable
trademark law and only in a format and style approved by Solutia or LTT.
Distributor agrees to comply with Solutia or LTT's policies regarding
advertising and trademark usages established from time to time and to
provide samples of such usage to Solutia or LTT upon request. Distributor
will use such trademark notices as may be reasonably requested by Solutia
or LTT to protect Solutia or LTT's trademark rights. Distributor further
agrees not to affix any Solutia or LTT. trademarks to products other than
the genuine Solutia or LTT Products.
17. Distributor shall not make or give any warranties on Products that
bind Solutia except for such written warranties as are extended by Solutia.
18. It is Solutia's firm policy and practice to comply with all applicable
gaming laws and regulations. Distributor shall conduct its business as a
Solutia Distributor in the same manner. Distributor agrees to comply with
all Federal, State, Municipal or local laws including but not limited to
applicable gaming laws and regulations. Non-compliance with any applicable
gaming law shall cause this agreement to be terminated immediately without
notice.
19. Distributor agrees to maintain customer files reflecting adequate
information pertinent to each sale to enable tracking of Product sold. The
information shall be provided to Solutia upon request.
20. This Agreement is not assignable or otherwise transferable by
distributor without the prior written consent of Solutia. For purposes of
this Agreement, the term "assignment" or "transfer" shall include any
change in the ownership, or control of distributor which in Solutia in its
sole discretion deems substantial.
IN WITNESS WHEROF, Solutia and Distributor have caused this Agreement to
be executed by their officers who have authority to bind their respective
companies. The original of this Agreement is to be signed by Distributor and
sent to Solutia for execution at Norcross, Georgia.
AGREED AND ACCEPTED:
Distributor:
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BestCo. Inc.
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By its President, Xxxxx X. Xxxxxx
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Location
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Date
AGREED AND ACCEPTED:
Solutia Gaming Systems, Inc.
Norcross, Georgia
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By its President, Xxxxxx Xxxxxxx
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Date
