13 January 1997
AGREEMENT
Between
The Foundation for the International Federation of Red Cross and Red Crescent
Societies (The International Federation)
00, xxxxxx xxx Xxxxx, Xxxxx-Xxxxxxxx
1211 Xxxxxx 00, Xxxxxxxxxxx
represented by Xx. Xxxxxx Xxxxxxxx
Secretary of the Board of the Foundation
signing under delegation of authority from the Chairman
on behalf of the board
and
The International Lottery in Liechtenstein Foundation (InterLotto)
Xxxxxxxxxxxxxxx 0, 0000 Xxxxx, Xxxxxxxxxxxxx
represented by Xx. Xxxxxxxxx Xxxxxxxx
Member of the Board of Foundation
having single signatory power
/S/ /S/
WHEREAS
InterLotto has expertise in developing software and operating on the Internet.
It currently operates a weekly worldwide lottery on the Internet as well as
instant lottery games and wishes to redesign and to rebrand the weekly worldwide
lottery to reflect that the benefits support the work of The International
Federation of the Red Cross and Red Crescent Societies.
AND
The International Federation is willing to collaborate fully in this undertaking
in return for a major share of the gross proceeds of the lottery.
Definitions
The Board of Foundation of InterLotto
The board of InterLotto consists of Xxxx Xxxx and Xx. Xxxxxxxxx
Xxxxxxx.
The Federation Advisory Committee
Body to represent The International Federation and InterLotto with The
International Federation having a casting vote.
The Lottery
The Lottery is the current weekly worldwide lottery drawn in a public
place in Liechtenstein (for the time beeing 6 from 40 lottery drawn on
a Friday evening) and any lottery game produced specifically for The
International Federation.
The Gross Revenue
Number of tickets sold in The Lottery multiplied by the respective
price received by InterLotto
The Foundation Secretariat
The Revenue Generation department of the Secretariat of the
International Federation of the Red Cross and Red Crescent Societies
Background to InterLotto
1.0 InterLotto is licensed by the government of Liechtenstein, for a
minimum period of 15 years renewable on a first refusal basis, to
operate a lottery on the Internet.
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A legal description of InterLotto, including a summary of the statutes
and a summary of the licence, has been provided to The International
Federation.
1.1 The Lottery has been operating for over a year.
1.2 On the grounds of its licence InterLotto's activity on the Internet is
legal. InterLotto's server has to be located in Liechtenstein and
InterLotto is not allowed to work on the ground in countries other than
Liechtenstein. InterLotto's worldwide activity is restricted to the
Internet.
1.3 InterLotto is controlled by the Liechtenstein government and audited by
Coopers & Xxxxxxx in terms of its licence and in terms of the
Liechtenstein lottery law.
1.4 A minimum of 5% of turnover is payable to charities at the discretion
of the Charity Committee, consisting of representatives of InterLotto
and the Liechtenstein government.
1.5 An official confirmation of the licence and the official registration
document are attached.
THE AGREEMENT
2.0 The parties agree, that InterLotto operates The Lottery on the Internet
in collaboration with The International Federation against
consideration of 25% of the gross revenue to The International
Federation.
THE FEDERATION ADVISORY COMMITTEE
3.0 To provide The International Federation's input into the structure of
InterLotto with regard to The Lottery and for co-ordination of both
parties' activities under this agreement, a Federation Advisory
Committee will be established with The International Federation having
a casting vote, to implement the present agreement as specified
hereinafter.
3.1 InterLotto will accept the decisions of the Federation Advisory
Committee as far as The International Federation's contractual rights
are concerned and in the areas named hereinafter in this contract. The
International Federation delegate representatives on the Federation
Advisory Committee have the right of veto over the use of name and
emblem of The International Federation of the Red Cross and Red
Crescent Societies and the design of the interface of The Lottery.
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3.2 The Federation Advisory Committee will consist of up to five members
appointed by The International Federation and up to four members
appointed by InterLotto. The chairman will be appointed by The
International Federation in consultation with InterLotto.
3.3 The Federation Advisory Committee will have an executive committee,
consisting of two persons, which will represent the Federation Advisory
Committee in implementing the decisions of the Federation Advisory
Committee and otherwise carrying on its work between meetings. One
person will be the chairman of the Federation Advisory Committee or
their designate and the other will be one of the InterLotto members or
their designate. The executive committee can draw on the membership of
the Federation Advisory Committee for expertise as required.
3.4 The Federation Advisory Committee will have specific authority in
assessing the manner in which The Lottery is marketed to the National
Societies.
3.5 The Federation Advisory Committee will meet as often as is necessary
but not less than twice per year.
3.6 The International Federation and InterLotto will bear the costs of
their respective appointees on the Federation Advisory Committee.
InterLotto will bear the costs of the executive committee.
3.7 The terms of reference of the Federation Advisory Committee shall be
developed by The International Federation in consultation with
InterLotto and in conformity with the terms of this contract.
INTERLOTTO'S RIGHTS AND RESPONSIBILITIES
4.0 InterLotto will take the lead in the redesign of The Lottery and in
marketing The Lottery on the Internet in full collaboration with The
International Federation and the Federation Advisory Committee.
4.1 InterLotto will clear all usage of The International Federation of the
Red Cross and Red Crescent Societies logos/emblems, which is guided by
the Geneva conventions, with the Federation Advisory Committee prior to
usage on its pages.
4.2 InterLotto will work closely with The International Federation and the
Federation Advisory Committee to coordinate the marketing of The
Lottery on the ground by The International Federation and the National
Societies with the marketing of The Lottery on the Internet.
4.3 If so required by The International Federation or the Federation
Advisory Committee InterLotto will use best endeavours to remove The
International Federation of the Red Cross and Red Cross Crescent
Societies identification from The Lottery in a country in the following
instances
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- where a country threatens in writing to withdraw existing
funding to the International Federation of the Red Cross and
Red Crescent Societies via the National Societies or directly.
- where The Lottery is causing distress or bringing The
International Federation of the Red Cross and Red Crescent
Societies into disrepute.
However InterLotto is not obliged by the terms of this contract to
restrict access in any territory.
4.4 InterLotto will not implement the concept of a worldwide weekly lottery
under the name of a third party during the existence of this agreement.
4.5 InterLotto acknowledges that National Societies have the right to
develop lotteries in their respective countries.
4.6 InterLotto recognises the importance of directing its marketing on the
lnternet at gaming type players as opposed to existing donors to The
International Federation of the Red Cross and Red Crescent Societies.
4.7 InterLotto recognises that each National Society may choose whether or
not to market The Lottery on the ground in their country.
4.8 InterLotto will work with The International Federation and the
Federation Advisory Committee to implement special lottery events for
specific disaster funds or special events such as the millennium.
4.9 InterLotto will use its best endeavours to prevent minors or gambling
addicts from playing The Lottery and to monitor and prevent, where
possible, excessive playing by any individual.
4.10 InterLotto will remit The International Federation earnings, monthly
accounts and a monthly activity report, including a break-down of
players' entries per country, to The International Federation within 30
days of the end of the respective calendar month.
4.11 InterLotto will provide a link for players to access The International
Federation of the Red Cross and Red Crescent Societies home pages.
4.12 InterLotto is solely responsible for funding The Lottery, running the
Liechtenstein based organisation and the promotion on the Internet.
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The INTERNATIONAL FEDERATION RIGHTS and responsibilities
5.0 The International Federation will cooperate, fully, within its charter,
to assist in the rebranding of The Lottery and the selling of tickets
in The Lottery, for which it is the major beneficiary.
5.1 The International Federation will work with the National Societies to
implement the project on the ground.
5.2 The International Federation by all appropriate means will actively
encourage National Societies to promote and support The Lottery. The
International Federation will reserve the right to cease promotion of
The Lottery in any particular territory.
5.3 The Federation Advisory Committee in collaboration with InterLotto will
develop a marketing strategy for National Societies on how best to
market The Lottery on their territory. The development work shall be
carried out by the executive committee.
5.4 The International Federation will be responsible for persuading
National Societies of the value of this form of fund-raising and for
demonstrating how it will enhance and not detract from charitable
contributions, based on marketing materials and information provided by
the executive committee.
5.5 The Foundation Secretariat will work extensively with its contacts and
xxxx promote The Lottery with them.
5.6 The International Federation will identify leaders in the fund raising
field to help in the development of the market for The Lottery.
5.7 The International Federation will provide information on major projects
around the world for publicity purposes.
5.8 The International Federation will provide support to National Societies
project and publicity development and in using its own communications
and media channels as appropriate. The Foundation Secretariat will
actively encourage National Societies to support The Lottery.
5.9 The International Federation will not implement or develop nor support
an alternative global lottery on the Internet or its equivalent. The
International Federation will not compete in the same market as the
lottery at the same time.
5.10 The International Federation recognises that Interlotto's licence
extends only to the Internet. InterLotto is not permitted to market
the lottery on the ground in countries other than Liechtenstein.
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5.11 The costs incurred by The International Federation, the Foundation
Secretariat and the National Societies, in supporting, promoting and
marketing The Lottery are to be financed by those parties.
5.12 Federation will provide a link from its appropriate pages on the
Internet to The Lottery.
5.13 The International Federation reserves the right to receive funds from
other fund raising activities, including lotteries, which are not in
conflict with the terms of this agreement.
5.14 The International Federation will promote The Lottery through
appropriate international publications and will use best endeavours to
mobilise the full co-operation of its worldwide public relations
network.
5.15 The International Federation does not accept responsibility for loss of
revenue arising from its promotional activities in the course of and as
a result of the implementation of this contract.
Revenue
6.0 The Gross Revenue will be split as follows:
25% distribution to The International Federation
15% Costs and charity allocation
10% Jackpot enhancement pool
50% Prizes to winners
TERM OF AGREEMENT
7.0 The agreement will last for five years and will be automatically
renewed for further five year periods unless either party terminates
the agreement by giving six months notice by registered mail.
7.1 If The International Federation elected to terminate the agreement at
the end of any five year period then The international Federation would
be restricted from operating or having operated through a third party a
lottery, instant lottery games or any other lottery type game on the
Internet or its equivalent for a period of five years from that date.
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7.2 The agreement may be terminated by either party in the event of severe
breach of the terms of this contract.
Trademarks, software, mailing lists
8.0 The International Federation trademarks and any marks developed
specifically for The Lottery remain the property of The International
Federation and revert to The International Federation in the event of a
termination of this contract.
8.1 The Lottery software and the game concepts remain the property of
InterLotto at all times.
8.2 The mailing lists derived from The Lottery are the joint property of
both parties and can be used by each of the parties, subject to the
agreement of the Federation Advisory Committee. However, InterLotto
undertakes not to disclose the lists to another charity, or to use them
for the purposes of a single charity, in the event of a termination of
this contract, for a period of two years.
Funding
9.0 InterLotto undertakes that it has adequate funding for the purposes of
promoting its activities.
9.1 The International Federation has no responsibility for funding and does
not assume any liabilities apart from those liabilities which are
caused by its own actions.
Promotion and Marketing Plan
10.0 A promotion and marketing plan will be submitted by InterLotto prior to
the signing of this agreement.
10.1 InterLotto acknowledges the restriction on sponsors, including
association with tobacco, alcohol and arms dealing, to which The
International Federation adheres.
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Access to records
11.0 The International Federation and its auditors will have reasonable
access to the records of InterLotto and the right to verify the
accounts of InterLotto as far as their rights are concerned.
Implementation of the contract
12.0 Time is of the essence and the intention of the parties is that this
contract should be implemented in January 1997.
APPLICABLE LAW
13.0 This agreement is governed by Liechtenstein Law.
COURT OF ARBITRATION
14.0 All disputes arising between the parties shall be settled, under
exclusion of ordinary courts, by a court of arbitration at the
registered office of InterLotto. The decision of the court of
arbitration shall be governed by the laws of Liechtenstein. The
decisions of the court of arbitration shall be final.
Each party chooses one arbitrator and the arbitrators jointly elect the
umpire. In the event that the appointment of an arbitrator does not
take place within one month or that the arbitrators fail to reach
agreement about the election of the umpire within one month, the
appointment shall be made upon application to the Liechtenstein Court
of Justice (Furstlich Liechtensteinisches Landgericht) in Vaduz.
Approval by Liechtenstein Government
15.0 The parties recognise that the approval of the Liechtenstein government
will need to be obtained in order to implement this agreement.
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Geneva, January 13, 1997
/S/ Xxxxxx Xxxxxxxx
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Xx. Xxxxxx Xxxxxxxx
The Foundation for the International Federation of Red Cross and Red Crescent
Societies
/S/ Xxxxxxxxx Xxxxxxx
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Xx. Xxxxxxxxx Xxxxxxxx
The International Lottery in Liechtenstein Foundation
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The Foundation for the International Federation of Red Cross and Red Crescent
Societies
THE CHAIRMAN OF THE BOARD
The undersigned, Mr. Xxxxxx Xxxxx, Chairman of the Board of the
Foundation for the International Federation of Red Cross and Red Crescent
Societies, in accordance with the Statutes and the Rules of the Foundation and
given the decision of the Board of the Foundation to approve the conclusion of
the agreement BETWEEN the the Foundation and The International Lottery in
Liechtenstein Foundation (InterLotto), authorizes Xx. Xxxxxx Miha1icz, Secretary
of the Board of the Foundation, to sign the said agreement on behalf of the
Foundation.
Geneva, 13 January 1997
/S/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
