LICENSE AGREEMENT
This is an agreement among Players International, Inc. ("Licensor"), a
Nevada corporation, Riverside Joint Venture ("Riverside"), a Missouri general
partnership and Xxxxxx'x Maryland Heights Operating Company ("Xxxxxx'x"), a
Nevada corporation (Riverside and Xxxxxx'x will be referred to as "Licensees"
herein).
WHEREAS, Licensor is the owner of the trademark and service xxxx
PLAYERS(R) alone and together with other word(s) and design(s) ("the PLAYERS
marks") in connection with gambling, entertainment and related goods and
services; and
WHEREAS, Licensor is the owner of U.S. Trademark and Service Xxxx
Registrations and Applications listed on Exhibit A attached hereto; and
WHEREAS, Licensor desires that Licensees use the PLAYERS marks in
connection with the ownership by Riverside and management by Xxxxxx'x of a hotel
and restaurant facility in Maryland Heights, Missouri (the "Entertainment
Facilities"), as more particularly described in Riverside's partnership
agreement dated November 2, 1995 (the "Partnership Agreement"), and in a certain
management agreement between Xxxxxx'x and Riverside dated November 3, 1995 (the
"Management Agreement"; the Management Agreement and the Partnership Agreement
are sometimes referred to herein as the "Operating Agreements"); and
WHEREAS, Licensor is willing to grant Licensees a license to use the
PLAYERS marks on and in connection with said services for the Entertainment
Facilities, under the terms set forth below; and
NOW THEREFORE, in consideration of the mutual promises and covenants
herein and other good and valuable consideration, the parties agree as follows:
1. Licensor warrants that Licensor is the owner of the PLAYERS(R) marks
as used in connection with gambling, entertainment and related goods and
services, and that Licensor is the owner of the U.S. Trademark and Service Xxxx
Registrations and Applications listed on Exhibit A and that such registrations
are valid and subsisting. Licensees acknowledge such ownership.
2. In consideration of the agreements of Licensees set forth herein,
and the payment by Licensees to Licensor of $1.00 per year during the term
hereof, Licensor hereby grants to Licensees a nonexclusive license to use, under
the terms set forth herein, the PLAYERS marks in connection with Licensees'
identification and/or operation of the Entertainment Facilities as contemplated
under the Operating Agreements. This License does not include the right to
otherwise use the PLAYERS marks. No sublicenses shall be granted by Licensees
except in furtherance of this Agreement.
3. Licensees agree that all signs, advertisements, printed materials
and other uses of the PLAYERS marks will at all times fully comply with all
written specifications provided to Licensees by Licensor during the term of this
License Agreement.
4. For purposes of ensuring compliance with this agreement and
Licensor's specifications, Licensees agree that Licensor may enter onto and
inspect Entertainment Facilities during normal business hours at mutually
convenient times, upon prior written request by Licensor, such requests not to
exceed six per year.
5. In the event that Licensor notifies Licensees in writing that
Licensees have failed to meet the specifications then in effect and provided to
Licensees pursuant to paragraph 3, or approvals provided by Licensor to
Licensees, Licensees shall have thirty days
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in which to correct such failure. If the failure is not corrected within thirty
days, such failure shall constitute a default under this Agreement and shall
permit either the termination hereof or seeking of special performance hereof by
Licensor.
6. Licensees agree to submit all sign designs, advertising and
promotional materials which bear or include the PLAYERS marks to Licensor for
review and approval prior to use, display or distribution of such materials by
Licensees. Licensees agree not to use, display or distribute any advertising or
promotional materials hearing the PLAYERS marks which have not been approved by
Licensor.
7. Licensees agree not to use the Player's marks, other than in
connection with the Entertainment Facilities.
8. Licensees agree to notify Licensor promptly of any unauthorized use
of the PLAYERS marks by others, infringement, unfair competition, passing off,
misappropriation or unfair trade practice in connection with the PLAYERS marks
which come to Licensees attention. Licensor agrees to take all reasonable steps
necessary to half such unauthorized use, infringement, unfair competition,
passing off, misappropriation or unfair trade practice including legal actions.
All actions taken under this clause of the Agreement shall be at Licensor's
discretion, expense and under Licensor's control. Licensees agree to fully
cooperate with Licensor in connection therewith.
9. Licensor agrees to fully indemnify, defend and hold Licensees
harmless (including attorneys' fee): (i) for any claim, threat, demand or action
against Licensees arising out of any Licensor's breach of this Agreement or
Licensor's warranties; and/or (ii) if Licensees are made a party to any lawsuit
or proceeding by virtue of their status as Licensees.
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10. Licensees acknowledge and agree that any use of the PLAYERS xxxx
other than in accordance with the terms of this License will entitle Licensor to
terminate this Agreement or seek specific performance or an injunction as its
sole and exclusive remedies.
11. Unless terminated by Licensor, or as otherwise agreed in writing by
the parties hereto, this license shall commence on the date hereof and remain in
effect until the earliest to occur of the date on which: an affiliate of
Licensor shall no longer be a partner in Riverside; an affiliate of Licensor
shall not operate a riverboat or other gaming facility adjacent to the
Entertainment Facilities; Riverside shall no longer own or operate the
Entertainment Facilities; Xxxxxx'x or an affiliate of Xxxxxx'x shall no longer
manage the Entertainment Facilities; or cessation of operations at the
Entertainment Facilities, or as the parties may agree in writing.
12. All notices to be given under the terms of this agreement shall be
by first class mail, postage prepaid, addressed as follows:
To Licensor: Players International, Inc.
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attn: General Counsel
With a copy to: Xxxxxx X. Xxxxxxxx, Esq.
Horn, Goldberg, Gorny, Daniels, Plackter & Xxxxx
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
To Licensees: Riverside Joint Venture
c/o Players International, Inc.
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
-and-
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Xxxxxx'x Maryland Heights Operating Company
0000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000
Attn: General Counsel
Any party may change its address for the giving of notices, by written
notice to all other parties in compliance with the foregoing provisions. Counsel
for any party may give notice on behalf of such counsel's client.
13. This Agreement is binding upon the parties hereto, and on their
respective successors and assigns. This Agreement may not be assigned, in whole
or in part, without the written consent of Licensor.
14. The parties acknowledge that they have read this Agreement, that
they understand it, and they agree to be bound by its terms and conditions. This
Agreement may not be modified except in a writing signed by both parties.
15. This Agreement shall be governed by the law of the State of
Missouri.
16. No modification or amendment of this Agreement shall be effective
unless set forth in writing and signed by duly authorized representatives of all
parties hereto.
17. If any provision of this Agreement is declared or found to be
illegal, unenforceable or void, this Agreement shall be construed as if not
containing that provision, the rest of the Agreement shall remain in full force
and effect, and the rights and obligations of the parties hereto shall be
construed and enforced accordingly.
18. This Agreement may be signed in counterparts.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth below:
PLAYERS INTERNATIONAL, INC.
November 2, 1995 By: /s/ Xxxxxx X. Xxxxxxx
-------------------- ----------------------
Date Name: Xxxxxx X. Xxxxxxx
Title: Vice President
RIVERSIDE JOINT VENTURE
By: Players MH, L.P.
By: Players Maryland Heights, Inc.,
general partner
November 2, 1995 By: /s/ Xxxxxx X. Xxxxxxx
-------------------- ----------------------
Date Name: Xxxxxx X. Xxxxxxx
Title: Secretary
By: Xxxxxx'x Maryland Heights Corporation,
general partner
November 2, 1995 By: /s/ Xxxxxx X. Xxxxxxxx
-------------------- -----------------------
Date Name: Xxxxxx X. Xxxxxxxx
Title: Authorized Representative
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