EXHIBIT 10.18
DATA AND SERVICE AGREEMENT
DATED THIS 26th DAY OF MAY, 1999
BETWEEN:
LAS VEGAS SPORTS CONSULTANTS, INC. (dba DBC Sports), A SUBSIDIARY
OF DATA BROADCASTING CORPORATION, 0000 Xxxxx Xxxx Xxx, Xxxxxxx,
Xxxxxxxxxx 00000 with an address in Las Vegas, Nevada at 000
Xxxxx Xxxxx, Xxxxx 000.
("DBC Sports")
AND:
SPORTSPRIZE ENTERTAINMENT INC., a Nevada Corporation with a place
of business and address at 000 X. Xxxxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxx Xxxxx, XX 00000
("Sportsprize")
WHEREAS:
A. Sportsprize is a sports entertainment community and information Site on the
Internet. Members earn discounts and prizes by correctly selecting trivia
formatted sports results.
B. DBC Sports provides a sports statistical data base and media information;
distributing headline news, scores, statistics and game information.
C. Sportsprize wishes to purchase the information and services provided by DBC
Sports.
THEREFORE, in consideration of the mutual promises contained in this Agreement,
the parties agree as follows:
1. GENERAL
A. Sportsprize's authorized representative is Xxxxxxx X. Xxxxxx, President.
B. DBC Sports' authorized representative is Xxxxx Lucan, who has full
authority to act as agent of DBC Sports in all matters pertaining to this
Agreement.
2. SERVICES AND INFORMATION PROVIDED
A. General: the majority of the information requested by Sportsprize (as set
out in this Agreement) for the Sportsprize Game is readily available
through DBC Sports' existing statistical content. If DBC Sports does not
have the data needed, its research team will use reasonable efforts to
develop the necessary relationships to gather it, i.e. which may include
but is not limited to such statistical information as how many putts
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a golfer may have after one round, or pit stop times for NASCAR, etc. DBC
Sports shall also provide:
B. All MLB player and team information reasonably requested by Sportsprize.
C. All NFL (and also college) player and team information reasonably requested
by Sportsprize, which may include, but is not limited to categories such
as:
i. Players:
Most receptions
Most pass attempts
Longest field goal made
Shortest field goal made
ii. Teams:
Longest TD score
Shortest TD score
Most points in the 1st or 3rd quarter
D. All NBA (and also college) player and team information reasonably requested
by Sportsprize. Some results will be available the day after the event.
E. All NHL player and team information reasonably requested by Sportsprize.
3. ADDITIONAL DATA
The following sports require additional research to be provided by DBC Sports
staff or assistance directly from the individual sports headquarters:
A. Tennis. DBC Sports now has "most money won during tournament" and it is
available the day after any tournament. However, all other propositions, as
set out in this Agreement are not readily available through DBC Sports'
systems. DBC Sports' staff will use reasonable efforts to develop the
necessary relationships with the individual sports leagues to receive this
information.
B. Golf. DBC Sports has "most money won during tournament" and it is available
the day after any tournament. "Most birdies," "most bogies" and "least
strokes" would require additional research through the Internet or by
contacting sports headquarters. DBC Sports dos not currently have access
for obtaining "least putts," "longest drive" or "best fairway accuracy."
DBC Sports' staff will use reasonable efforts to develop the necessary
relationships to receive this information, as well as the following:
i. Lowest round
ii. Highest round
iii. Best score on a particular day
C. Auto racing. DBC Sports shall use reasonable efforts to obtain through the
Internet or directly from sports headquarters all of Sportsprizes'
requests.
D. Soccer: as a Tier II event, DBC Sports has not researched this area. DBC
Sports will use reasonable efforts to obtain the necessary content upon
implementation of this area.
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4. EXPANSION OF SPORTING INFORMATION
A. The above information in paragraph 3 and additional propositions are based
on limited review. DBC Sports shall use reasonable efforts to continually
work with Sportsprize to offer new propositions and increase the variety
for each of the sports around the world.
5. SPORTS CONTENT FOR THE WEBSITE
A. DBC Sports shall provide Sportsprize with the necessary real time
statistics, such as standings, category leaders, boxscores, news, results,
injuries, transactions, schedules, game summaries and previews for all the
major U.S. sports which includes: pro football, college football, pro
basketball, college basketball, pro baseball, pro hockey, golf and NASCAR.
B. DBC Sports has some limitations for tennis, golf and auto racing at this
time. DBC Sports' staff will use reasonable efforts to develop the
necessary relationships to receive this information in a timely fashion.
WEEKLY SCHEDULES AND GAME EVENT SELECTIONS
A. DBC Sports shall provide a minimum of 100 proposition events with four
players or teams per event each week. This amount will vary depending on
the current event schedules, season, etc. and can increase significantly.
B. Events to be furnished to Sportsprize by DBC Sports each Tuesday for events
starting Wednesday. Event week will be Wednesday through Tuesday.
C. Events will be forwarded by DBC Sports to Sportsprize via a mutually
acceptable file format and method.
D. DBC Sports shall insure that each sports category will initially maintain
10 propositions. Depending on the public demand as obtained by Sportsprize,
certain sports may eventually be combined or additional events added as the
customer base dictates. In addition, DBC Sports shall make recommendations
regarding various proposition additions and deletions based on its
experience with the events.
E. Results of propositions shall be furnished by DBC Sports as soon as
possible after the events are over. This data shall be forwarded via a
mutually acceptable format to Sportsprize. Certain event results may be
delayed due to compilation of the information and appropriate formatting
and possible delays from DBC Sports' sources. DBC Sports will use
reasonable efforts to provide interim results. Sportsprize may offer these
results on its site with appropriate disclaimers indicating that these are
"unofficial" results until final information is obtained and verified by
both DBC Sports and Sportsprize.
F. DBC Sports shall notify Sportsprize of all news of which it is aware and
which DBC Sports determines may affect any of the participants in any
proposition. All news
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should be forwarded as soon as received to Sportsprize via mutually
acceptable transmission (telephone, fax, e-mail, etc.).
G. DBC Sports shall provide statistics, news, scores and general sports
information which shall be provided for the Sportsprize web site via PLS,
FTP, or through our Instant Odds software. Scores and statistics shall be
real-time as available. Certain types of statistical content are available
each evening after all events are over. Others, such as boxscores and
recaps are generally available within one hour after the end of each event.
Sportsprize shall receive the information via mutually agreed upon formats
and will program accordingly to distribute on its web site.
6. TIMING
A. DBC Sports shall be ready to provide all data by June 15, 1999 when
Sportsprize anticipates launching the site for test purposes.
7. FEES FOR SERVICES
A. Sportsprize shall pay a monthly fee to DBC Sports, in advance, during the
term on the 1st day of each month without notice or demand from DBC Sports
for its services. The fee schedule shall be:
MONTHLY FEE STARTING DATE
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$ 8,500 June 1, 1999
$11,000 September 1, 1999
$15,000 December 1, 1999
$20,000 April 1, 2000, through
remainder of agreement
B. The initial term of the agreement shall be for three years, commencing June
1, 1999. This agreement will be automatically renewed for an additional
one-year term under the same conditions unless either party hereto provides
written notice to the other party of its intent not to renew at least 60
days prior to the end of the initial term,
8. SUCCESSORS AND ASSIGNS
A. Sportsprize or DBC Sports may not assign this agreement without the written
consent of the other party.
B. In the event of a merger of DBC Sports into another person, a sale of the
stock of DBC Sports resulting in the ownership of more than fifty percent
(50%) of the outstanding stock of DBC Sports by any person other than Data
Broadcasting Corporation or a sale of substantially all of the asserts of
DBC Sports (each a "change in control"), DBC Sports shall use commercially
reasonable efforts to assign the Agreement to the surviving entity or
purchaser of the stock or assets and have such person assume this Agreement
and DBC Sports' rights and liabilities hereunder. In the event, DBC Sports
is unable to have this Agreement assumed as set forth in the
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preceding sentence, DBC Sports shall be allowed to terminate this Agreement
upon a change in control without penalty or liability by providing
Sportsprize with six (6) months prior notice of its intention to terminate.
9. CONFIDENTIALITY, ACCESS TO SPORTSPRIZE INFORMATION
A. Sportsprize will be providing DBC Sports and it's affiliates with copies of
documents, proprietary game, marketing and promotional information. DBC
Sports shall take all reasonable steps to ensure that no information or
documents provided by Sportsprize (or its contractors) will be made public
or will be provided to any person by any means unless authorized in writing
by Sportsprize.
10. TERMINATION
A. Sportsprize may terminate this agreement at any time upon the breach of
this Agreement by DBC Sports provided however, that Sportsprize shall first
give DBC Sports written notice of its intention to terminate and reasons
therefore. DBC Sports shall have 30 days from receipt of said notice to
cure any breach.
In the event of a breach of this Agreement by DBC Sports, the parties
hereto agree that the sum of $60,000, shall be deemed to be liquidated
damages, to be delivered to Sportsprize as satisfaction of all claims of
the nondefaulting party and as the exclusive remedy for such breach which
sum the parties hereto agree is a reasonable sum considering all of the
circumstances on the effective date of this agreement, including the
relationship of such amount to the range of harm to Sportsprize that
reasonably could be anticipated and the anticipation that the actual damage
would be difficult or inconvenient to prove. In no event shall DBC Sports
be liable for any special, incidental, consequential, or punitive damages
including but not limited to loss of income or profit, whether or not
foreseen which may be incurred by Sportsprize.
B. DBC Sports may terminate this Agreement at any time should Sportsprize
breach this Agreement or fail to pay any amount due under this agreement
within 30 days of the date which payment is due. DBC Sports will have no
obligations under Paragraph 10(A) in the event of termination pursuant to
this paragraph for non-payment by Sportsprize.
11. EFFECTIVE DATE
A. This Agreement comes into force on the date on which the Parties sign it.
12. GOVERNING JURISDICTION
A. The laws of the State of Nevada shall govern this Agreement and any dispute
arising therefrom shall be heard in the appropriate court located in Xxxxx
County, Nevada.
B. Sportsprize hereby indemnifies and holds DBC Sports harmless and undertakes
to defend DBC Sports, its directors, employees and agents against any and
all liabilities,
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actions, claims, suits, losses, damages, costs and expenses (including, but
not limited to, reasonable attorney fees and costs) arising out of
Sportsprize's breach of any representations, warranties and obligations
hereunder.
IN WITNESS of the forgoing this Agreement has been signed by the authorized
signatories for Sportsprize and DBC Sports on the dates noted below.
DATED THIS 26th DAY MAY, 1999
/s/ Xxxxxxx Xxxxxx
---------------------------------
XXXXXXX XXXXXX, PRESIDENT
SPORTSPRIZE ENTERTAINMENT INC.
/s/ Xxxxx Lucan
---------------------------------
XXXXX LUCAN
DBC SPORTS
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