AMENDED AND RESTATED OPERATING AND REVENUE SHARING
MANAGEMENT SERVICES AGREEMENT
This Amended and Restated Operating and Revenue Sharing Management
Services Agreement ("Agreement") is effective the 13th day of March, 1998, by
and between International Gaming, LTD., or assigns, hereinafter "IG" or
"Licensee", a Nevis corporation, and Xxxxxxxx.xxx (IOM) hereinafter "CIOM",
an Isle of Man corporation.
RECITALS
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These recitals form a material part of this agreement.
WHEREAS, CIOM and/or its affiliates through contractual agreements
with third parties develops gaming software, transaction systems for verifiable
events wagering, and has developed valuable technology, software, arid support
know-how and related expertise known as CR Net book (TM).
WHEREAS, IG is in the process of securing financing for the purpose of
licensing software, and wishes to enter into an agreement with CIOM for CIOM
and/or its affiliates through contractual agreements with third parties to
market the services of a sports gaming facility pursuant to which IG intends to
operate and market the services of a sports gaming facility that provides
wagering opportunities on verifiable events in sports.
WHEREAS, CIOM and/or its affiliates through contractual agreements
with third parties provides services in order for the licensee to operate and
maintain its own call center.
WHEREAS, the Parties have contemporaneously entered into a
non-exclusive license agreement by which CIOM grants IG a non-exclusive license
to Proprietary Technology owned by CIOM and/or its affiliates in connection with
the sportsbook, with its operational center in Costa Rica, and other associated
sites as needed (details of such license is outlined in a separate License
Agreement attached hereto).
NOW, THEREFORE, in consideration of the foregoing premises and the
covenants and agreements recited in this Agreement and for other good and
valuable consideration. the receipt and sufficiency of which is hereby
acknowledged by each Party, the Parties hereby agree as follows:
1. DEFINITIONS As applicable in the normal course of the Interactive Gaming
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Industry, and as defined in the Nonexclusive license agreement.
2. TERM AND Conditions PRECEDENT
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2.1 Term. This Agreement shall remain in force for 99 years or until
terminated by either party for cause, or under paragraph 2.1.1.
2.1.1 Termination. Either party to this contract can terminate
upon giving 12 months notice after 9 year of operations without cause. Unless a
superseding agreement is entered into by the parties, CIOM will not have any
duty of any nature upon the termination of this agreement, except to do whatever
is necessary to effect a smooth transition for 1G.
2.2 Representations and Warranties. IG represents and warrants the
following:
2.2.1 IG certifies that it is a corporation in good standing and
validly existing under the laws of the jurisdiction of Nevis, W.I.
2.2.2 IG certifies that its actions entering the License Agreement
have been duly authorized by its board of directors and no consents or
approvals, to the best of the parties knowledge are required to be obtained (not
otherwise already obtained) from any governmental agencies of any kind having
jurisdiction over it and its activities.
2.2.3 IG certifies that entering into this Agreement will not
violate any other agreements of any kind to which it is a party parties and that
this Agreement will be enforceable by its terms.
3. SYSTEMS REQUIREMENTS AND PERFORMANCE STANDARDS AND EQUIPMENT Sharing
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3.1 Equipment Sharing. IG shall pay for its own call center
equipment and equipment updates.
3.2 Operating Costs and Other. Shall be as outlined in Schedule A,
contained herein. System requirements will be as follows,
3.2.1 Language. Version 1.0 of the IG Sportsbook Site shall
communicate by the English language. For future versions of the IG Sportsbook,
CIOM shall promptly and reasonably adapt the IG Sportsbook Site to other
languages, including Japanese, Chinese, Spanish, German, and Russian, as may be
technically feasible, at IG's sole expense under a budget approved by IG in
advance of such adaptation.
3.2.2 Customizing. At IG's request and sole expense, CIOM shall
promptly and to IG satisfaction, customize the original Site and IG's Sportsbook
located there, by additional programming, to create multi-ethnic identities and
other required languages. All costs for adapting Licensee's IG Sportsbook Site
as described in this Section shall be incurred pursuant to a budget agreed to in
writing by the parties. The adaptation of IG's IG Sportsbook, to include the
customization to create multi-ethnic and multi-language identities, shall, for
the purpose of this Paragraph, be deemed to occur at but one website and under a
single license fee. Additional web pages that refer clients to the same IG
Sportsbook site shall not subject IG to an additional license fee. However, any
additional website shall be subject to an additional license fee.
3.2.3 Proprietary Data Bases. CIOM shall provide a reasonable
system design to create proprietary databases of Clients who visit, register,
or wager at the Site. CIOM will not solicit IG's clients or sell, disclose, or
transmit, any proprietary client data to any third party without IG's written
consent CIOM will provide reports on a monthly basis that record the sites and
sources from which the clients entered the system client Tracking"). The
proprietary database shall remain and be the sole and exclusive property
of 1G.
3.2.4 Specific Sports and Bets. CIOM shall provide at least the
following event types to satisfy the requirements in Paragraphs 3.1.1 through
3.1.5 above:
3.2.4.1 NFL American Football
3.2.4.2 NCAA College Football
3.2.4.3 NBA Basketball
3.2.4.4 NCAA College Basketball
3.2.4.5 NHL Ice Hockey
3.2.4.6 Major League Baseball
3.2.4.7 Boxing
3.2.4.8 Soccer
3.2.4.9 Included wagering types:
Moneyline
Game Total
Point spreads Futures
Teaser & Parlays Propositions/Exotics
Point spreads Futures
CIOM shall promptly incorporate new event and wager types into the IG Sportsbook
as may be reasonably requested by Licensee. Such new wager and event types shall
be added at Licensee's expense and pursuant to a budget agreed to in writing by
the Parties, unless they are normal additions included in system upgrades under
the normal course of business. CIOM is not obligated to update, support or host
the software, or maintain any networks if this Agreement is terminated, except
as otherwise provided herein.
3.2.5 Player Registration. CIOM shall provide user access to allow
users to register electronically over the Internet as prospective account
holders on the Site and to review on line all rules, terms, and conditions
applicable to Gaming and other uses on the Site.
3.2.6 Player Assistance. CIOM shall provide player support on a
cost basis as outlined in Schedule A.
3.2.7 Financial Transactions. CIOM shall provide to Licensee such
applications as are necessary to provide electronic or other access to banks to
transfer Periodic Gross Win/Loss administered under the revenue sharing
provisions of Article 6 and Schedule A of this Agreement, as well as archival
storage capabilities for later audit and verification purposes.
3.3 Hardware. Is as defined in Schedule A. CIOM shall at its sole
cost and expense, provide or cause to be provided by a third party of its
designation, all utilities and services furnished to or to be used at the Site
or by the Server. IG shall pay for its own call center equipment.
3.4 Operation and Repair. The following performance standards
shall apply to Licensor's obligations under this Agreement:
3.4.1 Server. CIOM shall, during the term of this Agreement, keep
the Servers in good working condition and repair, except for any damage caused
to the Server by any negligent act of IG or its agents, employees, or invitees.
CIOM shall, during the term of this Agreement, provide sufficient Server
capacity such that users of the IG Sportsbook may reasonably operate the
applications contained in the IG Sportsbook. All repairs made by CIOM shall be
at its expense. CIOM shall have no liability to IG for damages arising from or
related to operation of the Server except for gross negligence of CIOM's
employees, agents, or invitees.
3.4.2 Web Site. IG will pay for the development of the original
web site as outlined in Schedule A. CIOM shall, during the term of this
Agreement, keep the Site in good working condition and repair, except for any
damage caused to the Site by any negligent act of IG or its agents, employees,
or invitees, and events beyond CIOM's control. All repairs made by CIOM shall be
at CIOM's expense. If IG desires to upgrade the system, IG must agree in writing
to pay the agreed upon fee towards any future upgrades, revisions or expansions.
IG expressly waives and relinquishes the provisions of any law or any other
right permitting IG to make repairs at CIOM's expense, except in cases where
CIOM is grossly negligent. CIOM shall have no liability to IG for damages
arising from or related to operation of the Site except for gross negligence of
CIOM's employees, agents, or invitees. Title to the site and all copyrights and
trademarks thereon other than the CIOM software shall be vested solely and
exclusively in 1G.
3.5 Alterations. IG shall not make any alterations to any programs
or graphic displays used on the Site and shall submit all requests for any such
alteration to CIOM in writing. Upon receipt of any such request by IG, CIOM
shall reasonably determine whether any such alterations may be incorporated into
the Site and CIOM shall report such determinations to IG in writing within 30
days. Thereafter, if CIOM determines such alterations may reasonably be made, it
shall do so at IG's expense, and shall begin such alterations within 30 days.
CIOM will not unreasonably withhold consent in areas of web site design,
graphics, or content.
3.6 Flaws or Glitches. CIOM shall promptly correct any flaws or
glitches in any program or graphic displays.
3.7 Site Control CIOM shall have exclusive control of and management
responsibilities for all Servers and shall have the right to establish, modify,
amend normal revision controls and Network/Server Management roles and
regulations for the use of the Servers and Software at the Site. CIOM shall
install software on all Servers to ensure the continued operation of the Site.
Nothing in this paragraph shall be construed to constitute control of such
contents by CIOM and the Licensee agrees to allow display at the Site of any
such disclaimer reasonably requested by CIOM.
3.8 Audit of Books and Records. Periodic and regular audits shall
be made on a yearly basis. The Parties shall engage and each pay half the fees
of the accounting firm selected under this agreement to audit the accounts,
records, and transactions established and performed under Articles 5 and 6 of
this Agreement. Additional audits requested separately shall be paid by the
initiating party. If the audit reveals underpayment by CIOM to IG of greater
than 5%, then CIOM shall pay all costs of the audit, and any amounts due,
including carrying cost at 3% above LIBOR.
4. MARKETING
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IG shall prepare and pay for a marketing plan, and subsequent
marketing, in developing the IG Sportsbook site.
5. BANKROLL
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5.1 Licensee shall make such funds available that it has the
ability to pay for any and all winnings that may be generated by the clients.
6. REVENUE Sharing
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6.1 The Gross Win/Loss shall be disbursed through the c-cash
system on a daily basis. Any revenues derived by Licensee under this Agreement,
shall be paid to the Parties as follows:
6.1.1 Revenue Sharing to CIOM, See Schedule A.
6.1.2 Revenue Sharing to IG, See Schedule A.
6.1.3 The Gross Win/Loss, Cash Transactions and any cash recorded
in or by the IG Sportsbook, that both patties have an interest in, shall be
recorded and monitored according to mutually agreed guidelines.
7. PAYMENT OF LICENSE FEES HARDWARE
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7.1 Licensing Fees, See Schedule A
7.2 System Use Fees, See Schedule A
8. OTHER AGREEMENTS
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8.1 Incorporation and Cross-Covenants. The provisions of the
Nonexclusive License Agreement, to the extent they are not inconsistent with any
provision of this Agreement, are incorporated by reference and shall become a
part of this Agreement. A material breach by either Party of the License
Agreement shall be a breach of this Agreement.
9. WARRANTIES AND REPRESENTATIONS
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9.1 Warranty. CIOM warrants that Licensee's IG Sportsbook Site
will perform substantially in accordance with the performance specifications of
this Agreement.
9.2 NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY ISLE
OF MAN LAW OR ANY OTHER LAW FOUND TO GOVERN ITS PERFORMANCE UNDER THIS
AGREEMENT, CIOM DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OR USE OTHER THAN FOR THE OPERATION OF SPORTSBOOK WAGERING,
FOR THE SERVICE, SOFTWARE, AND HARDWARE INVOLVED IN OR RELATED TO THE OPERATION
OF IG'S IG SPORTSBOOK SITE.
9.3 NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT
PERMITTED BY ISLE OF MAN LAW OR ANY OTHER LAW FOUND TO GOVERN ITS PERFORMANCE
UNDER THIS AGREEMENT, CIOM SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER
(INCLUDING, BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT
DAMAGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, EXEMPLARY, OR PUNITIVE DAMAGES) ARISING FROM OR
RELATED TO OPERATION OF IG'S IG SPORTSBOOK SITE.
10. DEFAULTS AND REMEDIES
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10.l Event of Defaults and Remedies.
10.1.1 By Licensee. It shall be an Event of Default if any of the
following breaches exists and remains in effect for a period of fifteen (15)
days after IG's receipt of CIOM's written notice to 1G.
10.1.1.1 IG becomes insolvent, calls a meeting of creditors or has
creditors' committee appointed, makes general assignment for the benefits of
creditors, or shall admit in writing its inability to pay its debts as they
become due, or shall file a voluntary petition in bankruptcy or shall seek to be
adjudicated bankrupt or insolvent, or shall file any petition or answer or
otherwise commence an action or proceeding seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under the laws applicable to Nevis jurisdiction or any other
present or future statute, law, or regulation, or shall file any answer
admitting or not contesting the allegations of the petition filed against any
such action or proceeding, or shall seek or consent or acquiesce to the
appointment of any trustee, receiver, or liquidator of IG or of any part of the
property of 1G.
10.1.1.2 Any action or proceeding is commenced against IG seeking
any reorganization, arrangement, liquidation, dissolution or similar relief
under the Nevis Bankruptcy Code or any other or future statute, law or
regulation, or the appointment of any trustee, receiver or liquidator of IG or
any or all of its property is not dismissed within 60 days of the commencement
or appointment, or IG by any act or omission indicates its consent to,
acquiescence in or approval of, any such action, proceeding or appointment or if
the relief requested is granted sooner.
10.1.1.3 Any monies owing to CIOM by IG remain unpaid by IG for 15
days after written notice of payments in arrears.
10.1.2 By CIOM. It shall be an Event of Default if any of the
following breaches exists and remains in effect for a period of fifteen (15)
days after CIOM's receipt of IG's written notice to CIOM.
10.1.2.1 There exists a final and unappealable judgment declaring
the Proprietary Technology invalid in its entirety or as infringing upon the
rights of any third party to preclude or substantially impair the lawful
operation of the Proprietary Technology IG's Site or IG's IG Sportsbook.
10.1.2.2 CIOM fails to perform or comply with any of the
provisions set forth in this Agreement relating to banking functions which
failure shall have continued for fifteen (15) days;
10.1.2.3 CIOM fails to perform or comply with any of the
warranties or representations set forth in this Agreement, which failure shall
have continued for 30 days following notice by IG to CIOM.
10.1.2.4 CIOM becomes insolvent, calls a meeting of creditors or a
creditors' committee appointed, makes a general assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts as they
become due, or shall file a voluntary petition in bankruptcy or shall seek to be
adjudicated bankrupt or insolvent, or shall file any petition or answer or
otherwise commence an action or proceeding seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under the Isle of Man Bankruptcy Code or any other present or
future statute, law, or regulation, or shall file any answer admitting or not
contesting the allegations of the petition filed against any such action or
proceeding, or shall seek or consent or acquiesce to the appointment of any
trustee, receiver, or liquidator of CIOM or of all or any part of the property
of CIOM.
10.1.2.5 Any action or proceeding is commenced against CIOM seeking
any reorganization, arrangement, liquidation, dissolution, or similar relief
under the Isle of Man Bankruptcy Code or any other or future statute,
law, or regulation, or the appointment of any trustee, receiver, or liquidator
of CIOM or any or all of its property is not dismissed within 60 days
of the commencement or appointment, or CIOM by an act or omission indicates its
consent to, acquiescence or approval of any such action, proceeding, or
appointment or if the relief requested is granted sooner.
10.2 CIOM's Rights and Remedies. Upon the occurrence of any Event of
Default under Section 10.1 and at any time thereafter, in addition to all other
rights and remedies available under the Uniform Commercial Code of Isle of Man
or other applicable law, this Agreement or otherwise, CIOM shall have the
following rights and remedies which may be exercised, in CIOM's discretion, at
any time or times, individually or cumulatively, with or without judicial
process, with or without the assistance of others and without notice to or
consent by IG except if such notice, consent or judicial process is expressly
required by law.
10.2.1 Terminate this Agreement or:
10.2.2 Operate this Site
10.3 Rights and Remedies. Upon occurrence of any Event of Default
described in Section 10.1 and at any time thereafter, in addition to all other
rights and remedies available under the Uniform Commercial Code of Isle of Man
or other applicable law, this Agreement or otherwise, IG shall be entitled to
terminate this Agreement without any further obligation to CIOM, with or without
notice to or consent by CIOM, except if such notice, consent, or judicial
process is expressly required by law.
11. JUDGMENT OF INFRINGEMENT
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If a court of competent jurisdiction issues a final judgment or issues a
final injunction declaring the Proprietary Technology invalid in its entirety
or as infringing upon the rights of any third party to preclude or
substantially impair the lawful operation of the Proprietary Technology, IG's
Site or IG's IG Sportsbook, this Agreement shall terminate.
12. MISCELLANEOUS
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12.l Arbitration. All claims, demands, or disputes of any kind between
the Parties arising under or related to this Agreement shall first be submitted
to mediation before a single mediator selected by the Parties. If, after Thirty
(30) days after such mediation has been initiated, the dispute has not been
resolved to the satisfaction of both Parties, the Parties shall then submit the
dispute to binding arbitration conducted in the English language in Vancouver,
B.C., Canada under the roles of the International Arbitration Center. Each Party
shall select an arbitrator, after which the arbitrators selected by each Party
shall select a third arbitrator. Any award from the panel of arbitrators shall
be confirmable in any court of competent jurisdiction and shall be entered as a
judgment enforceable by the prevailing Party. Any award from the panel of
arbitrators shall include an award of reasonable attorneys' fees and costs to
the prevailing Party.
12.2 Marking. IG agrees it will xxxx all literature and Site
communications that are the intellectual property of CIOM of any kind under this
Agreement with the appropriate trademark, copyright, or patent marking
reasonably required by CIOM. CIOM agrees it will xxxx all literature and site
communications that are the intellectual property of IG of any kind under this
Agreement with the appropriate trademark, copyright or patent marking reasonably
required by 1G. IG further agrees to allow CIOM to put CR NetbookTM logo on IG'
Sportsbook web-site.
12.3 Choice of Law. All disputes concerning the validity,
interpretation, or performance of this Agreement and any of its terms or
conditions, or of any rights or obligations of the Parties, shall be governed
by the laws of the State of Isle of Man, except its conflicts of laws.
l2.4 Regulatory Compliance. Nothing in this Agreement shall be
construed as requiring CIOM, its affiliates, agents, and joint-venturer, to
operate or act as a Sportsbook operator or any equivalent entity requiring CIOM,
its affiliates, agents, or joint venturer to obtain any license, concession or
any other permission to operate. Notwithstanding the foregoing, each Party
mutually acknowledges the existence of regulatory jurisdiction of national and
subnational units and covenant and agrees to cooperate at its own expense with
all such units to obtain any regulatory review, license, concession, or other
permission such units may reasonably require.
12.5 Complete Understanding and Modifications. This Agreement
constitutes the complete expression of the terms of the grant of this Agreement.
All previous and contemporaneous agreements, representations, and negotiations,
whether oral, written, or implied, related to this Agreement except the
Non-Exclusive License Agreement, are superseded by this Agreement, except those
included in the recitals to this Agreement. Any modifications to this Agreement
must be reduced to writing, signed by both Parties, and attached to this
Agreement, to be effective.
12.6 Assignability. IG shall have the right, subject to CIOM's
consent, which consent shall not unreasonably be withheld, to assign this
Agreement to a subsidiary, affiliate, or a purchaser of all or substantially all
the stock or assets of IG, after which any such assignee or purchaser shall
become a party to this Agreement. CIOM shall have the right to assign this
Agreement without the prior consent of 1G.
12.7 No Waiver. The failure by either Party to this Agreement to
insist upon performance by the other Party shall not constitute a waiver of any
rights under this Agreement and shall not bar, by waiver or estoppels,
insistence upon performance by the other Party.
12.8 Relationship of Parties. Nothing in this Agreement shall be
construed in a manner which would create an employee-employer, principal-agent,
joint venture, partnership relationship between the Parties.
12.9 Retention of Ownership. This Agreement is not to be construed as
an assignment of or transfer of ownership in the Proprietary Technology.
Licensor retains ownership of and exclusive right to apply, license, or assign
the licensed Proprietary Technology and all its improvements, alterations, or
additions to such Proprietary Technology. The license to the use of the CR
Netbook system extends beyond the termination of this agreement, but CIOM has no
obligation to provide support or upgrades unless a separate agreement is entered
into. IG shall have exclusive ownership of the Site, the URL, Website Graphics
and database contents, including customer list.
12.10 Application of IG's Improvements. IG shall not use, in the
performance of its obligations under this Agreement. any improvements or
additions to or in support of the Site developed by or on its behalf, without
the prior written consent of CIOM, which will not be unreasonablywithheld.
12.11 Severability. If any provision of this Agreement is illegal or
unenforceable, it shall be deemed stricken and all the remaining provisions
shall remain in full force and effect.
12.12 Survival of Obligations. Each Party does for it and its
successors, heirs, executors, administrators, representatives, insurers, agents,
and assigns, covenants and agrees that it and they will continue to adhere to
the restrictions and obligations of this Agreement and this Agreement shall
inure to their continued benefit.
12.13 Representation by Counsel; Interpretation. CIOM and IG each
acknowledge that each Party to this Agreement has been represented by counsel in
connection with this Agreement and the transactions contemplated by this
Agreement. Accordingly, any rule of law, or any legal decision that would
require interpretation of any claimed ambiguities in this Agreement against the
Party that drafted them has no application and is expressly waived. The
provisions of this Agreement shall be interpreted in a reasonable manner to
effect the intent of CIOM and 1G.
12.14 Recitals. The recitals shall be considered part of this
Agreement.
12.15 Headings. The Headings are for informational purposes only and
shall rot constitute part of this Agreement.
12.16 Multiple Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be considered an original executed
version of this document.
12.17 Force Majeure. The Parties shall be excused from performance
of their respective obligations under this Agreement for such period of time
within which they are prevented from performing their obligations by acts of
God, failures of Internet network or other communications facilities to permit
operation of the Site, governmental intervention, riot, revolutions,
insurrection, civil disturbances, strikes, or any other causes beyond their
reasonable control.
12.18 Partial Invalidity. If any term or provision of this Agreement,
or any application of this Agreement to any Party or circumstance, shall be
declared invalid or unenforceable, the remainder of this Agreement, or its
application, shall not be affected by such determination and each other term and
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted bylaw.
12.19 Further Assurances. The Parties covenant and agree to execute
such documents and perform such things as may reasonably be necessary to effect
the execution and implementation of this Agreement.
12.20 Notices. Any notice given by either Party to the other Party
shall be deemed to have been sufficiently given if sent by registered air mail
or by cable, telex, or telecopier, to the address of the Party as follows,
unless such other Party designates another address in writing:
If to CIOM.
Xxxxxxxx.xxx (IOM) Limited
Xxxxxx Xxxx, Xxxxxxxx Road
International House
Douglas, Isle of Man
British Isles, 1M2 ORB
If to IG:
Xxxxxx Xxxxxxx
International Gaming LTD.
c/o Nevis International Trust Company
Xxxxxx Xxxxx, Charlestown
Nevis, West Indies
And fax copy to: 000-000-0000
000-000-0000
IN Witness WHEREOF, each party of the parties has caused this Agreement to
he executed on the dare first above stated.
XXXXXXXX.XXX (IOM) LIMITED
_________________ By: /s/ Xxxx Xxxxxx
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Witness Xxxx Xxxxxx, President
INTERNATIONAL GAMING LTD
__________________ -------------------------
Witness Title: President
INTERNATIONAL GAMING LTD
By: /s/ Xxxxxx Xxxxxxx
___________________ -------------------------
Witness Title: President
XXXXXXXX.XXX (IOM) LIMITED
_________________ By:
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Witness Title:
