EXHIBIT 10.1
Dated this: 20th May 2005
Between
M2B COMMERCE LTD
And
ALLSPORTS INTERNATIONAL LTD
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AGREEMENT
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THIS AGREEMENT is made the 20th_ day of May Two Thousand And Five
(2005) between M2B COMMERCE LTD ("M2B"), a company incorporated and registered
in the British Virgin Islands whose registered address is at Akara Building, 00
Xx Xxxxxx Xxxxxx, Xxxxxxxx Cay I, Road Town, Tortola, British Virgin Islands of
the one part and ALLSPORTS INTERNATIONAL LTD ("AI"), a company incorporated and
registered in the British Virgin Islands whose registered address is at
Portcullis Trustnet Xxxxxxxx, PO Box 3444 Road Town, Tortola, British Virgin
Islands of the other part.
WHEREAS
a) M2B has the expertise to manage and operate e-commerce,
e-trading and digit games (Lottery).
b) AI is the beneficial owner of a valid and exclusive Lottery
Licence in Cambodia ("LICENCE") for digit games activities.
1. PURPOSE AND SCOPE OF THIS AGREEMENT
a) AI shall grant to M2B the irrevocable right to use the
License; and to make available the Licence to M2B to enable
M2B to manage, operate and conduct digit games activities in
Cambodia for a minimum period of Eighteen (18) years with
effect from 1 June 2005 ("LICENCE PERIOD"). M2B shall own the
rights to the License during the License period.
b) M2B shall operate and manage the digit games activities which
shall include the collection and custody of all revenue
received and all payments made in respect of the digit games
activities.
2. PAYMENT AND FEES
2.1 M2B shall make a one-time payment only to AI for the irrevocable right
to use the Licence for the entire Licence period. The Licence fee shall
be USD$3.3 million and to be paid to a firm of Solicitors as
stakeholders to be nominated by and mutually agreed to by the parties
herein.
a) A 50% downpayment of USD$1,650,000 to be paid up on signing of
this agreement.
b) The remaining 50% of payment shall be made within thirty (30)
days of the signing of this agreement.
2.2 A monthly royalty fee of 2.0% of the gross revenue received in respect
of the digit games activities shall be payable to AI.
PROVIDED ALWAYS that M2B shall retain a minimum sum of USD$1 million for the
first year of operations.
3. WARRANTIES BY AI
AI hereby warrants that they are the true beneficial owner of the
License.
4. NO PARTNERSHIP
The relationship between the parties under the Agreement shall not
constitute a partnership, agency or joint venture. Neither party shall
have any right, power or authority to enter into any agreement for or
on behalf of, or incur any obligation or liability of, or to otherwise
bind, the other party.
5. TERM OF AGREEMENT
5.1 The term of this Agreement shall be eighteen (18) years commencing from
the date first set forth above, with an option to extend for a further
five (5) years or such other period as may be mutually agreed.
5.2 Either Party may terminate this Agreement at any time by giving the
other party six (6) months prior written notice. Notwithstanding this,
the license term of eighteen (18) years shall continue to be owned by
M2B.
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5.3 A Party may also terminate this Agreement immediately upon :-
a) the petition by or against the other Party of insolvency,
receivership or bankruptcy proceedings, provided that
termination shall not be effective in the event of an
involuntary proceeding against such other Party if such
proceeding is dismissed within thirty (30) days after the
filing thereof;
b) the other Party's dissolution or cessation of business;
c) breach of one or more material terms of this Agreement and
failure to cure within ten (10) days after receiving from the
non-breaching party written notice of such breach;
d) the other Party's :-
i) merger, consolidation or other combination with a
third party;
ii) sale of substantial business or assets of a Party to
which this Agreement relates to a third party; or
iii) the acquisition of substantial business or assets
relating to Internet service from a third party that
is in direct competition with the non-breaching Party
in the geographic region of such Internet service.
6. NATURE OF AGREEMENT AND REPRESENTATIONS AND WARRANTIES
Each of the Parties represents and warrants to and for the benefit of
the other as follows :-
a) it has the power and authority to enter into, exercise its
rights and perform and comply with its obligations under this
Agreement;
b) all action, conditions and things required to be taken,
fulfilled and done (including the obtaining of any necessary
consents), in order :-
i) to enable it lawfully to enter into, exercise its
rights and perform and comply with its obligations
under this Agreement; and
ii) to ensure that those obligations are valid, legally
binding and enforceable, have been taken, fulfilled
and done;
c) its obligations under this Agreement are valid, binding and
enforceable; and
d) its entry into, exercise of its rights and/or performance of
or compliance with its obligations under this Agreement do not
and will not violate any agreement to which he/it or any of
its subsidiaries is a party or which is binding on any of
them.
7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the Country of Cambodia.
8. INDEMNITY
AI shall indemnify, defend and hold harmless M2B, its employees,
directors, shareholders, officers, successors, affiliates, assigns and
agents at all times against all actions, suits, judgments, proceedings,
costs (including legal costs incurred by M2B in defending such actions,
claims or proceedings), claims, expenses, demands, liabilities, losses
and damages whatsoever including without limitation for defamation,
infringement of intellectual property rights, death, bodily injury,
property damage or pecuniary losses howsoever arising which M2B may
sustain, incur, suffer or pay arising out of or in connection with this
Agreement.
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9. CONFIDENTIALITY
9.1 For the purpose of this Agreement, Confidential Information of one
Party means any information which is disclosed by such Party to the
other in tangible material conspicuously marked as confidential, or
which is disclosed by such Party to the other orally or in other
intangible form and designated as confidential at the time of such
disclosure and is reduced to writing conspicuously marked as
confidential and sent to such other Party within thirty (30) days after
such disclosure, and the receiving party agrees to keep such
Confidential Information in confidence and not to disclose the same to
any third party. The receiving Party further agrees not to use such
Confidential Information for any purpose other than the purpose of this
agreement, without the prior written approval of the disclosing Party.
9.2 The restrictions on use and disclosure of Confidential Information as
described in Clause 9.1 above shall not apply to any information
which:-
a) is or becomes available to the public through no fault of the
receiving Party;
b) is known by the receiving party prior to its receipt from the
disclosing Party;
c) is legitimately obtained by the receiving Party from a third
party without any confidentiality obligation; or
d) Is at any time developed by the receiving Party independently.
9.3 The Receiving Party's obligation under this clause 9 shall survive any
termination or expiration of this Agreement and shall extend for twelve
(12) months following termination or expiration of this Agreement.
10. NON-EXCLUSIVITY
This Agreement does not give rise to an exclusive arrangement between
the Parties, and neither Party shall be precluded from entering into
similar agreements with third parties.
11. ENTIRE AGREEMENT AND MODIFICATIONS
This Agreement shall separate any previous agreements between the
Parties in relation to the matters dealt with herein and represents the
entire understanding and agreement of the Parties in relation thereto.
No variations to this Agreement shall be effective unless in writing
and signed by the Parties or on behalf of the Parties.
12. SEVERABILITY
In the event that any of the provisions of this Agreement shall be
determined to be invalid, void or unenforceable, such provision shall
be deemed to be deleted from this Agreement and the remaining
provisions of this Agreement shall continue in full force and effect.
13. WAIVER
Waiver of one Party of any particular default by the other Party shall
not affect or prejudice the first mentioned party's rights in respect
of any other default nor any subsequent defaults of the same or of a
different kind nor shall any delay or omission of the first mentioned
Party to exercise any right arising from any default or prejudice its
rights as to the same or any future defaults.
14. AMENDMENT
The parties agree that this Agreement may be reviewed and amended from
time to time. Any such amendment shall be mutually agreed between the
parties.
15. ASSIGNMENT
Neither Party shall assign any right or delegate any obligation under
this Agreement to any third party without the prior written consent of
the other Party.
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END OF CLAUSES
SIGNED by _______________
for and on behalf of
M2B COMMERCE LTD in the presence of :-
_____________ (Witness)
SIGNED by _______________
for and on behalf of
ALLSPORTS INTERNATIONAL LTD in the presence of :-
_____________ (Witness)
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