1
Exhibit 10.23
This Agreement made in duplicate the 13th day of October, 1998.
BETWEEN:
The Registrar of Alcohol and Gaming ("the Registrar") appointed under
the Alcohol and Gaming Regulation and Public Protection Act, 1996
- and -
Bingo Press and Specialty Limited ("Bingo Press")
Recitals
1. The Gaming Control Commission issued a "Request for Proposal for the
Printing and Distribution of Break Open Tickets", August 6, 1997.
2. Bingo Press was selected to provide certain gaming goods and services
as a result of its response, dated September 19, 1997 (the "Response")
to the Request for Proposal.
3, Bingo Press and the Registrar consider it expedient and appropriate to
enter into this Agreement with respect to the manufacture, including
printing, production and supply of break open tickets.
4. The terms, conditions and statements contained in the Request for
Proposal and in Bingo Press's submission to the Request for Proposal
(with the exception of section 5 "Break Open Ticket Warehousing and
Distribution") continue to apply to the extent that the provisions have
not been altered by this Agreement or by any statute, regulation, term
of registration, standard, requirement, term and condition of a license
and the Request for Proposal and Bingo Press's submission to the
Request for Proposal are appended as Appendix A and Appendix B
respectively and are included in and form part of this Agreement.
NOW, THEREFORE, in consideration of the respective covenants, agreements,
representations, indemnities and other consideration of the parties contained in
this Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by each of the parties, the Registrar and
Bingo Press agree as follows:
Purposes of the Agreement:
1.0 The purposes of this Agreement are to provide for:
a) the manufacture, including printing, production and supply of
break open tickets by Bingo Press, as set out in this
Agreement;
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b) the collection and remittance of any fees or other charges
with respect to the break open tickets manufactured or
supplied by Bingo Press established:
i) by the Registrar,
ii) by Order-in-Council,
iii) under the Alcohol and Gaming Regulation and Public
Protection Act, 1996, or
iv) by some other means;
c) the development of break open ticket lottery schemes and
products with the view to improving the enforcement and
efficiency of the province's break open ticket sector and
enhancing the level of proceeds obtained by licensees from
break open ticket lottery schemes;
d) the use by Bingo Press of any intellectual property of the
Registrar, the Alcohol and Gaming Commission of Ontario, the
board of the Alcohol and Gaming Commission of Ontario or of
any other ministry, agency, board or commission of the
Government of Ontario;
e) other ancillary and incidental matters.
1.1 Interpretation
The Registrar and Bingo Press acknowledge that in applying and interpreting this
Agreement, specific provisions that address a matter have priority over general
provisions. Unless otherwise specifically provided in this Agreement, any
reference in this Agreement to any law, by-law, rule, regulation, order, act or
statute of any government, governmental body or other regulatory body shall be
construed as a reference to those as amended or re-enacted from time to time or
as a reference to any successor to those.
2.0 Definitions
"Act" means the Gaming Control Xxx, 0000, S.O, 1992, chapter 24, as amended by
S.O. 1993, chapter 25, sections 25-43, S.O. 1996, chapter 26, section 4 and as
it may be amended.
"Agreement" means this Agreement and all appendices and schedules attached to
this Agreement, in each case as they may be supplemented or amended from time to
time, and the expressions "hereof", "herein", hereto", "under", "hereby", and
similar expressions refer to this
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Agreement and unless otherwise indicated, references to articles and sections
are to articles and sections of this Agreement.
"Force Majeure" means an act of God, civil commotion or war.
"Governmental authority" means any government, legislature, regulatory
authority, agency, commission, board, court or instrumentality of Canada, the
Province of Ontario and a municipality having jurisdiction over Bingo Press or
its business activities;
"Governmental consent" means any licence, right, permit, franchise, privilege,
registration, direction, decree, consent, order, permission, approval or
authority to be issued or provided by a Governmental authority;
"Intellectual property" means all trade names, brand names, trade marks, trade
xxxx registrations and applications, works, copyrights, copyright registrations
and applications, inventions, patents and patent applications, industrial
designs, industrial design registrations and applications, trade secrets,
know-how, policies, equipment and parts lists and descriptions, instruction
manuals, inventions, inventors' notes, research data, unpatented blueprints,
drawings and design, formulae, processes, technology, software and all source
and object code versions thereof and all related documentations, all data bases,
flow charts, service or manufacturer manuals and any enhancements, modifications
or substitutions thereof, and other intellectual property, together with all
rights under licenses, technology transfer agreements, and other agreements or
licenses or instruments relating to any of the foregoing.
"Interested person" and similar phrases, including "person interested in" have
the same meaning as provided for in section 8 of the Act.
"Licensee" means a charitable or religious organization or a board of a fair or
exhibition licensed pursuant to section 207 of the Criminal Code.
3.0 Term of Agreement
The term of this Agreement shall commence on November 3, 1997 and shall expire
at 11:59 p.m., Eastern Standard Time, on November 2, 2002 unless this Agreement
is otherwise terminated or extended.
3.1 Extension of Term of Agreement
The term of this Agreement may be extended for up to one year or, through one or
more renewal terms, for such other time as agreed upon by mutual consent but not
for a period of more than five years. The term of this Agreement, including with
any extension, shall not extend beyond
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November 2, 2007. If either party does not wish to extend the term of this
Agreement at the conclusion of the term, or any renewal term, that party shall
provide the other party with written notice of such intention not less than 180
days before the last day of the term, or any renewal term. If no notice is
delivered by the date indicated, the parties shall be deemed to have agreed to
extend the term of this Agreement for a period of one year.
4.0 Covenants of Bingo Press
Bingo Press covenants that it shall during the term of this Agreement:
a) maintain and keep its corporate existence in full force and
effect and power;
b) maintain and keep its registration as a gaming supplier under
the Act in full force and effect and maintain and keep any
other Governmental consents required by a Governmental
authority in full force and effect;
c) manufacture, produce and supply break open tickets in
accordance with the Act, its regulations, terms of
registration, terms and conditions of licenses, standards or
requirements established by the Registrar and the business
plan or plans approved by the Registrar;
d) make available and supply unimprinted break open tickets to
all registered gaming suppliers in Ontario whose accounts are
in good standing on terms and conditions no less favourable
than the terms and conditions used for the supply of
unimprinted break open tickets to a division of Bingo Press or
any business entity that is associated or affiliated with or
is a subsidiary or parent of Bingo Press;
e) report to the Registrar such reports and in such fashion as
are requested or required with respect to the financial
affairs, business operations, product development or other
related matters and within such time period as specified by
the Registrar;
f) submit to the Registrar within such time period as specified
by the Registrar a business plan or plans in such fashion as
requested for the approval of the Registrar. The contents of a
business plan are anticipated by the parties to include the
information set out in Appendix "C". Bingo Press acknowledges
that the Registrar, as part of a process with respect to a
decision to approve or not to approve of a business plan or
plans may consult with stakeholders in the break open ticket
sector, including Licensees, gaming suppliers and Governmental
authorities, and obtain such professional and technical advice
or expertise as the Registrar considers appropriate;
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g) act in accordance with the business plan approved of by the
Registrar or any amendments that have been approved by the
Registrar;
h) collect and remit to the Registrar, within the time periods
specified by the Registrar and in accordance with the
directions provided by the Registrar from time to time, any
fees or other charges, with respect to break open tickets
manufactured or supplied by Bingo Press, that are or may be
established and to do so, if appointed by the Registrar as
agent, as agent for the Registrar. Bingo Press shall, in
collecting any such fees, take such efforts that are no less
diligent than it uses or would use to collect any funds owed
to it by a Licensee, a registered gaming supplier or another
person. Bingo Press shall monitor the status of accounts and
report to the Registrar in a timely fashion any delinquent
accounts and may discuss with the Registrar what efforts would
be appropriate to fulfill this covenant.
i) provide to the Registrar within the time period specified by
the Registrar the following information on an annual basis or
as required by the Registrar;
i) audited consolidated financial statements for Stuart
Entertainment Inc., supplementary financial
information which will disclose the unaudited balance
sheet and earnings of Bingo Press, and sufficient
information to enable the financial information
provided in the supplementary financial information
to be traced to the audited consolidated financial
statements for Stuart Entertainment Inc.;
ii) reports prepared in accordance with section 5815 of
the CICA Handbook, or the applicable provisions of
the CICA Handbook, by an independent auditor approved
by the Registrar of its compliance with this
Agreement, the terms and conditions of licenses, the
Act and its regulations, the terms of registration,
standards, requirements, system of internal controls,
and the approved business plan or plan.
j) provide a list of any subcontractors it intends to use that
are not otherwise identified in the business plans and
approved by the Registrar;
k) implement and comply with a system of internal controls that
is in compliance with the Registrar's policies on internal
controls.
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5.0 Covenants of the Registrar
The Registrar:
a) shall authorize or cause to be authorized Bingo Press to be
the exclusive manufacturer of break open tickets for the
following market in Ontario:
i) Licensees who sell the break open tickets at premises
operated by persons registered as break open ticket
sellers;
ii) Licensees who conduct and manage lottery schemes
pursuant to a license issued by the Registrar and
that are known as "P-Licences", other than bingo
sponsors associations;
iii) registered gaming suppliers supplying break open
tickets to Licensees provided for in (i) or (ii).
b) may authorize or cause to be authorized Bingo Press to use and
incorporate on each break open ticket manufactured by it a
unique identifier or logo of the Alcohol and Gaming Commission
of Ontario that is the Intellectual property of the Alcohol
and Gaming Commission of Ontario; and
c) may appoint Bingo Press as the Registrar's agent for purposes
of the collection and remittance of any fees or other charges.
6.0 Representations and Warranties
Bingo Press represents and warrants, and acknowledges that the Registrar is
relying on such representations and warranties in connection with the
transactions contemplated by this Agreement, the following:
a) Bingo Press is a corporation duly incorporated and organized
under the laws of Ontario;
b) The officers, directors and shareholders of Bingo Press are as
follows:
Officers:
Xxxxxx X. Xxxxxx, Chairman and Chief Executive Officer
Xxxxxxx Xxxxxx, President and Chief Operating Officer
Xxx X. Xxxxxx, Executive Vice President
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Xxxxxxx X. Xxxxxx, Secretary
Xxxxxxx X. Xxx, Assistant Secretary
Xxxx X. Xxxxxx, Vice President of Finance
Directors:
Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxx
Shareholders:
Stuart Entertainment Inc. - 100% of issued shares of all
classes
and that no other person or persons have any interest in the
corporation such that that person is an Interested person;
c) The officers, directors and shareholders of Bingo Press set
out in paragraph (b) shall not be changed without the prior
written approval of the Registrar;
d) Bingo Press has all the necessary corporate capacity, power
and authority to enter into and to carry out the provisions of
this Agreement. This Agreement has been duly authorized by
Bingo Press and constitutes a valid and binding obligation of
Bingo Press, enforceable against Bingo Press in accordance
with its terms;
e) Neither the execution and delivery of this Agreement nor the
fulfilment of or compliance of its terms and conditions:
i) conflicts with any of the terms, conditions or
provisions of or constitutes a default under the
corporate charter and bylaws of Bingo Press; or
ii) conflicts in a material respect with or results in a
material breach of any of the terms, conditions or
provisions of or constitutes a material default under
any material agreement, licence or other instrument
to which Bingo Press is a party or by which it is
bound;
f) To its knowledge after due inquiry, there are not actions,
suits or proceedings pending or threatened against Bingo Press
which could reasonably be expected to affect materially
adversely its ability to perform its obligations under this
Agreement;
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g) Bingo Press shall provide the goods and services contemplated
in a professional and workmanlike manner and in a manner to
permit the Registrar to have the full benefit of Bingo Press's
qualifications;
h) Bingo Press shall ensure that all personnel providing the
goods and services contemplated possess the necessary
qualifications, skills, training and experience to provide the
goods and services and that its facilities are a safe, secure
and suitable location;
i) Bingo Press shall provide the goods and services in accordance
with this Agreement and in a timely manner.
These representations and warranties contained in this Agreement are
given as of the date of the Agreement and shall survive the execution
and delivery of this Agreement for the term.
7.0 Insurance
Bingo Press shall maintain and keep in full effect and force for the duration of
the Agreement an insurance policy or policies that, at minimum, meet the
requirements set out in the Request for Proposal and in the Response.
8.0 Indemnification
Bingo Press shall indemnify and save harmless Her Majesty the Queen in Right of
Ontario, the Ministry of Consumer and Commercial Relations, the Alcohol and
Gaming Commission of Ontario, the Registrar of Alcohol and Gaming, the board of
the Alcohol and Gaming Commission of Ontario and their officers, directors,
employees and agents from and against all claims, demands, costs, losses,
damages, actions, suits or other proceedings arising out of the actual or
alleged errors, omissions or negligence of Bingo Press, its officers, directors,
partners, subsidiaries, affiliated or associated business entities, and their
employees or agents in connection with the goods and services, including,
without limitation:
a) any claims by third parties, caused by errors, omissions,
negligence, willful conduct, recklessness or fraud,
b) all reasonable legal fees, costs and expenses which may be
sustained or incurred in regard to such claims.
The benefit of this covenant, to the extent that it runs to someone nor a party
to this Agreement, shall be held by the Registrar in trust for such person and
may be enforced by the Registrar for
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the benefit of such person. Bingo Press acknowledges that it has received
separate and sufficient consideration for this covenant of indemnity.
9.0 Assignment
The Registrar may assign, transfer or otherwise dispose of this Agreement, in
whole or in part, or any rights, title or interests in the Agreement, without
the permission of Bingo Press and any such assignment, transfer or other
disposal shall permit the assignee, transferee or disposee to assign, transfer
or otherwise dispose of this Agreement, in whole or in part, or any rights,
title or interests in the Agreement without the permission of Bingo Press. Bingo
Press may assign, transfer or otherwise dispose of this Agreement, in whole or
in part or any rights, title or interest in the Agreement only with the prior
written permission of the Registrar.
10.0 Conflict of Interest
Bingo Press, any of its subcontractors and any of their respective officers,
directors, employees and agents shall not engage in any activity or provide any
goods or services to the Registrar where such activity or provision of such
goods or services creates a conflict of interest (actually or potentially in the
sole opinion of the Registrar) with the provision of the goods and services
pursuant to this Agreement. Bingo Press acknowledges and agrees that it shall be
a conflict of interest for it to use confidential information of the Crown
relevant to the goods or services where the Registrar has not specifically
authorized such use.
10.1
Bingo Press shall disclose to the Registrar without delay any actual or
potential situation that may be reasonably interpreted as either a conflict of
interest or a potential conflict of interest.
10.2
Bingo Press covenants and agrees that it will not hire or retain the services of
any employee or previous employee of the Ontario Public Service where to do so
constitutes a breach by such employee or previous employee of any Government of
Ontario directive that may, from time to time, apply to such employee or
previous employee.
10.3
A breach of section 10.0, 10.1 or 10.2 by Bingo Press shall entitle the
Registrar to terminate this Agreement, in addition to any other remedies that
the Registrar has in the Agreement, in law or in equity. The Registrar may, in
his or her sole discretion, provide Bingo Press with an opportunity to rectify
any such conflict of interest within such time period and under such terms
as the Registrar may determine.
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10.4
The Registrar understands that Bingo Press carries on business in jurisdictions
other than Ontario and provides other goods and services in Ontario and that
these facts alone do not give rise to a conflict of interest.
11.0 Confidentiality of Information and Materials
The parties acknowledge and agree that all information and materials received
from or provided by the other shall be considered confidential and that, subject
to the provisions of the Freedom of Information and Protection of Privacy Act
and as otherwise required by this Agreement, shall not be disclosed to any third
parties without the prior agreement of the other party. Bingo Press acknowledges
and consents to the Registrar releasing information and materials received from
Bingo Press where, in the Registrar's opinion, the release is necessary and
appropriate:
a) for law enforcement purposes;
b) to enforce this Agreement;
c) for government purposes, including but not limited to
informing and advising the government and its agencies with
respect to matters contemplated in this Agreement;
d) to carry out the consultations contemplated in section 4.0(f).
11.1
Bingo Press shall maintain confidential all confidential information or
materials received from or provided by the Registrar and use such information or
materials only for the purposes for which it was received from or provided by
the Registrar. Bingo Press shall return, at the request of the Registrar, any
and all such information and materials. Section 11.0 and 11.1 shall survive
termination of this Agreement for any reason.
12.0 Notices
Any notice, demand, request, consent, agreement or approval which may or is
required to be given pursuant to this Agreement shall be in writing and shall be
sufficiently given or made if served personally upon the party for whom it is
intended, or mailed by registered mail, return receipt requested or sent by
facsimile in the case of:
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a) Bingo Press
Bingo Press and Specialty Limited
000 Xxxxx Xxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxx Xxxxxxxxx
(000) 000-0000 (Facsimile)
b) Registrar
Registrar of Alcohol and Gaming
Alcohol and Gaming Commission of Ontario
10th Floor
00 Xxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
(000) 000-0000 (Facsimile)
or such other address or in care of such other officers or persons as a party
may from time to time advise to the other party by notice in writing. The date
of receipt of any such notice, demand, request, consent, agreement or approval
if served personally or by facsimile shall be deemed to be the date of delivery
thereof (if such day is a business day and if not, the next following business
day), or if mailed as aforesaid, the date of delivery by a postal authority.
13.0 No Partnership, Joint Venture or Agency Relationship
Nothing contained in this Agreement shall be construed to be or to create a
partnership, joint venture or agency relationship between the Registrar, his or
her successors or assigns, on the one part, and Bingo Press its successors or
assigns, on the other part, other than the agency relationship contemplated with
respect to the collection and remittance of fees and other charges.
14.0 Modification and Changes
No change to this Agreement shall be deemed to have been agreed to unless such
change is in writing and is signed by the party against whom the change to this
Agreement is alleged.
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15.0 Understandings and Agreements
This Agreement constitutes all of the understandings and agreements of
whatsoever nature or kind existing between the parties with respect to the
manufacture of break open tickets. Bingo Press acknowledges and agrees that
nothing in this Agreement restricts or should be construed as restricting the
Lieutenant Governor in Council, the Registrar or other Governmental authorities
from establishing, modifying, changing or directing that changes be made
pursuant to regulation, terms of registration, terms and conditions of licences,
standards, requirements, policies or otherwise.
16.0 Enforceability
In the event that any provision of this Agreement is determined to be invalid,
illegal or unenforceable as written by a court or other lawful authority of
competent jurisdiction, this Agreement shall continue in full force and effect
with respect to the enforceable provisions, and all rights and remedies accrued
under the enforceable provision shall survive any such determination.
17.0 Time of Essence, Extensions or Abridgements of Time
Time shall in all respects be of the essence hereof. The time for doing or
completing any matter provided for herein may be extended or abridged by an
agreement in writing signed by the Registrar and Bingo Press, or by their
respective counsel who are hereby expressly appointed in that regard.
18.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the Province of Ontario and each party irrevocably and unconditionally submits
to the nonexclusive jurisdiction of the courts of Ontario and all courts
competent to hear appeals therefrom.
19.0 Survival of Covenants
Any covenant, term or provision of this Agreement which, in order to be
effective must survive the termination of this Agreement, shall survive any such
termination.
20.0 Third Parties
None of the rights or obligations hereunder of any party shall enure to the
benefit of or be enforceable by or against any party other than the parties to
this Agreement and their respective successors and permitted assigns and as
provided for in the covenant of indemnification.
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21.0 Waivers
Failure by the Registrar or Bingo Press to insist upon strict performance of any
covenant, agreement, term or condition of this Agreement, or to exercise any
right or remedy consequent upon the breach thereof, shall not constitute a
waiver of my such breach or any subsequent breach of such covenant, agreement,
term or condition. No covenant, agreement, term or condition of this Agreement
and no breach thereof shall be waived, altered or modified except by written
instrument. No waiver of any breach shall affect or alter this Agreement, but
each and every covenant, agreement, term and condition of this Agreement shall
continue in full force and effect with respect to any other then existing or
subsequent breach thereof.
22.0 Force Majeure
Notwithstanding any other provision of this Agreement, if, by reason of Force
Majeure a party is unable to perform in whole or in part its obligations under
this Agreement, then in such event and only during such period of inability to
perform, such party shall be relieved of those obligations to the extent it is
so unable to perform and such inability to perform, so caused, shall not make
such party liable to the other, and any time period in which such obligation is
to be performed shall be extended for such period of inability to perform.
22.1
Bingo Press acknowledges and agrees that the Registrar may arrange for the
manufacture, including printing, production or supply of break open tickets by
another person on such terms and conditions as the Registrar considers
appropriate where Bingo Press is unable or unwilling to do so.
22.2
Bingo Press and the Registrar acknowledge that Bingo Press has a disaster
recovery plan, as set out in its Response and that that disaster recovery plan
is intended to ensure an adequate supply of product.
23.0 Termination
Subject to section 24.0, the parties acknowledge and agree that the Registrar
may, in addition to or in modification of the terms set out in the Request for
Proposal, terminate this Agreement prior to the expiry date if:
a) Bingo Press or any of its officers, directors, shareholders or
interested persons is charged, convicted or found guilty of an
offence under Part VII of the Criminal Code of Canada or the
Act;
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b) Bingo Press is subject to an Order of Immediate Suspension of
Registration, a Notice of Proposed Order to Suspend
Registration, a Notice of Proposed Order to Revoke
Registration, an Order of Suspension, an Order of Revocation,
or any similar order or proposed order, under the Act;
c) Bingo Press is adjudged bankrupt, makes a general assignment
for the benefit of its creditors, or a receiver is appointed,
on account of Bingo Press's insolvency;
d) Bingo Press fails to collect or remit, within the time period
specified by the Registrar or in accordance with the
directions provided by the Registrar, to the Registrar any
fees or other charges;
e) there is a change in officers, directors or shareholders that
has not been approved by the Registrar;
f) Bingo Press fails to act in accordance with the law (including
the regulations, terms of registration, the terms and
conditions of licences and any agreements that are required or
flow from such term or term and condition) or fails to comply
with the requirements and standards;
g) Bingo Press fails to act in accordance with the approved
business plan or plans;
h) Bingo Press is otherwise in default of this Agreement.
23.1
The Registrar may, in lieu of terminating this Agreement, assess the amount of
damages caused by any failure or default by Bingo Press and Bingo Press agrees
to pay the damages assessed as liquidated damages within the time period
specified by the Registrar.
23.2
Bingo Press may terminate this Agreement prior to the expiry date upon six
months written notice to the Registrar and Bingo Press's obligation to
manufacture, produce and supply break open tickets shall cease on termination of
this Agreement pursuant to section 23.2.
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23.3
If the Agreement is terminated for any reason, Bingo Press shall cooperate fully
with the Registrar to ensure that any potential disruption to the supply of
break open tickets is minimized and to ensure that the winding down of any
matters under this Agreement is done so in an orderly and businesslike manner.
The Registrar may, as part of the winding down of this Agreement, authorize
Bingo Press to sell its inventory to Licensees or to registered gaming
suppliers, if requested to do so by Bingo Press, provided that the inventory
levels are reasonable in the circumstances.
24.0 Dispute Resolution
The following dispute resolution process shall be used prior to the Registrar
terminating this Agreement or assessing any damages referred to in sections 23.0
and 23.1:
a) the Registrar shall advise Bingo Press in writing of any
purported failure or default,
b) if Bingo Press has not cured the failure or default to the
satisfaction of the Registrar, the Registrar or designate and
Bingo Press shall meet within 15 days of the date of the
Registrar advising Bingo Press in writing of any purported
failure or default to review the purported failure or default
and to discuss an appropriate course of action and appropriate
assessment of damages,
c) if the discussions do not resolve the purported failure or
default within 30 days of the meeting, the Registrar or Bingo
Press may refer matters that are of a business nature that are
in dispute to an advisory committee for a nonbinding
recommended resolution. Any advisory committee shall be
appointed and shall carry out its functions in accordance with
Appendix "D". The parties acknowledge and agree that the
Arbitration Act, S.O. 1991, c. 17 shall not apply to the
advisory committee, or its recommendations.
25.0 Appendices
The parties acknowledge and agree that the following appendices form put of this
Agreement to the extent that they have not otherwise been modified by this
Agreement:
a) Appendix A - Request for Proposal, August 6, 1997
b) Appendix B - Bingo Press's submission in response to the
Request for Proposal, September 22, 1997
c) Appendix C - Business Plan
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d) Appendix D - Business Dispute Resolution Advisory Committee
26.0 Recitals
The Parties acknowledge and agree that the Recitals are accurate and form part
of this Agreement.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
by their respective duly authorized signing officers.
Dated at St. Catherines this 13th day of October, 1998.
Signed, sealed and delivered For Bingo Press and Specialty Limited
Per: /s/ Dove Rye
--------------------------------------
For the Registrar
/s/ [illegible]
--------------------------------------
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Appendix C
Business Plan
It is expected that a Business Plan submitted to the Registrar shall include, at
a minimum, the following matters:
1) proposed products for development and manufacture,
2) expected impact of the proposed product on the objectives to improve
enforcement and efficiency of the province's break open ticket sector
and to enhance the level of proceeds obtained by licensees from break
open ticket lottery schemes,
3) pricing of the proposed product and any breakdown of the pricing of the
proposed product requested by the Registrar,
4) timing for the development and manufacture of the proposed product,
5) marketing plan for the proposed product, including identification of
proposed market to be served and how that market fits into the broader
market for break open tickets.
6) details with respect to the production, manufacture, including
printing, and supply of break open tickets. including functions or
activities to be carried out by persons other than Bingo Press by
contract, subcontract or otherwise, and
7) process for monitoring sales levels, assessing Licensee and player
satisfaction with the product and determining if the product is meeting
its objectives and for any amendments to the approved Business Plan,
8) such other information as the Registrar may require.
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Appendix D
Business Dispute Resolution Advisory Committee
The purpose of the Advisory Committee is to provide recommendations to the
parties to resolve disputes that are of a business nature that arise out of the
Agreement and to attempt to resolve the dispute by conciliation or otherwise.
The following matters may be referred to the Committee:
o the reasonableness of the course of action proposed by Bingo Press to
resolve any purported failure or default identified by the Registrar;
o the reasonableness of the course of action proposed by the Registrar to
resolve any purported failure or default identified by the Registrar;
and
o the amount of damages assessed by the Registrar in lieu of termination
of the Agreement.
The Advisory Committee shall be comprised of three persons. The Registrar and
Bingo Press shall each nominate one person within 5 days of the matter being
referred to the Advisory Committee. The third person shall be selected by the
two nominees within 5 days of the nomination of the other two members of the
Advisory Committee.
The Advisory Committee shall meet within 5 days of its appointment. The Advisory
Committee shall review the information and materials provided to it by the
Registrar and by Bingo Press. The Advisory Committee and its members shall
maintain all information and materials confidential and use such information and
materials solely for purposes of resolving the dispute referred to it. The
Advisory Committee and its members shall return all information and materials to
either the Registrar or Bingo Press, from whom the information and materials
were received.
The Advisory Committee may, in its discretion, make such further inquiries and
request such further information or materials as it considers necessary and the
Registrar or Bingo Press may provide such further information or materials to
the Advisory Committee as it considers necessary to assist the Advisory
Committee. The Advisory Committee shall make such inquiries or request such
information or materials within 10 days of its appointment.
The Advisory Committee may attempt to resolve the dispute by conciliation or
otherwise. If the dispute is not resolved within 15 days of its appointment, the
Advisory Committee shall provide its recommendations in writing to the Registrar
and to Bingo Press within 20 days of its appointment. The recommendations of the
Advisory Committee do not have to be unanimous.
If the Advisory Committee cannot carry out its functions within the times
provided, it may request and the Registrar and Bingo Press may consent to an
extension of time. Any extension of time must be mutually consented to by the
Registrar and Bingo Press.
19
The Advisory Committee may establish its own procedures that are not
inconsistent with this Appendix, where it considers such procedures to be
necessary and appropriate to carry out its functions.
