DATED 1ST OCTOBER 2003
NDS LIMITED
And
ZONE4PLAY INC.
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CASINO GAMES SUPPLY AND LICENCE SUBCONTRACT AGREEMENT
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THIS AGREEMENT is made the 1st day of October 2003.
BETWEEN:
(1) NDS LIMITED, a company registered in England and Wales whose registered
office is at Xxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx, XX00 0XX, XX which
expression shall include Affiliates of NDS ("NDS").
(2) ZONE4PLAY INC. with its offices at 000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx,
XX 00000 ("Zone4play").
Together the "Parties".
RECITAL:
A. NDS has expertise in the development and deployment of interactive games
and functionality for use on digital pay-TV platforms.
B. Zone4play specializes in the development and creation of, inter alia,
software applications such as casino style games for the Internet,
wireless and television.
C. NDS has contracted with the Customer on 16 July, 2003 for the provision of
interactive games and services in order to make such games and services
available to the Customers subscribers, customers and/or users of the
Customer Service (the "Customer Agreement").
D. The Customer and NDS desire to procure the services of Zone4Play as a
developer of software and services with respect to casino games platforms
incorporated into the Customer Service, which involves the provision of
the Content as identified below.
E. The Customer and NDS acknowledge the development capacity and Zone4Play
existing software and services, and wish to engage Zone4play for the
purposes of implementing the solution identified herein or as may be
required from time to time.
The Parties are agreed that the services and software shall be supplied subject
to the terms and conditions set out below.
NOW IT IS HEREBY AGREED as follows:
1. TERM
1.1 This Agreement shall commence as of the Effective Date and shall
extend for a period of three (3) years (the "Term"). Upon expiration
of the initial Term, this Agreement shall automatically renew for an
additional one (1) year term (the "Renewal Term") unless where
Customer has terminated the Customer Agreement, NDS elects to
terminate the agreement by providing written notice to Zone4play at
least thirty (30) days prior to the expiration of the initial Term.
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2. DEFINITIONS
2.1 In this Agreement the following terms shall have the following
meanings:
"CONTENT" shall mean those interactive games that shall be supplied to NDS
by Zone4play for the Customer as more particularly described in Exhibit A
and may be additionally added from time to time in the field of casino
games as may be agreed in writing between the parties.
CUSTOMER means Cablevision of 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx
00000-0000.
CUSTOMER SERVICE means the digital cable television service, Interactive
Optimum (iO) as provided by the Customer that includes individual and
combined offerings of video, audio and interactive television services and
other digital products or services to users as are now or may be made
available over the digital set-top box.
"EFFECTIVE DATE" means 16 July, 2003.
"INTELLECTUAL PROPERTY RIGHT" or "IPR" means any patent, registered
design, copyright, design right, topography right, trade xxxx, service
xxxx, application to register any such rights, rights in the nature of any
of the aforementioned rights, trade secrets, rights in unpatented
know-how, right of confidence and any other intellectual or industrial
property rights of any kind whatsoever in any part of the world.
"LOOK AND FEEL" shall mean the visual manifestation of the Content
including, without limitation, (i) the particular and distinctive elements
of graphics, design, colors, organization, presentation, typographical
look and layout, navigation, trade dress and stylistic convention of the
Content, (ii) the features and subject matter appearing on the Content,
and (iii) the editorial style and content of the Content
3. ZONE4PLAY DELIVERABLES
3.1 Zone4play will provide the Content according to the schedules and
descriptions set forth in Exhibit A.
3.2 a) Zone4play shall pay for all costs associated with the up front
and ongoing development and refinement of the Content.
b) Zone4play shall retain full responsibility for hosting that part
of the Content that consists of Casino Games. Such hosting shall
meet the Customers site performance standards for virtual channels
as documented in the Customers Usability Guidelines.
c) Zone4play shall provide all quality assurance testing on the
Content on all Customer deployed cable boxes, including but not
limited to SONY, XXXX, OS, Inview and HTML Engine, before submitting
such Content application to NDS. NDS shall use reasonable efforts to
ensure the Customer provides reasonable, mutually agreeable access
to its headend in order for Zone4play to provide all such quality
assurance testing on Content to be deployed on the Customer Service.
d) Zone4play shall build all reasonably required engineering
requirements into the Content and shall be responsible for obtaining
appropriate set top boxes for Content development. Further,
Zone4play shall support the Content on any version of SONY and
Scientific Atlanta set top boxes that the Customer deploys.
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e) Zone4play shall at its discretion make available to NDS for
distribution to the Customer any Zone4play deemed non-exclusive
enhancements or premium versions of the Content set forth in Exhibit
A on the same revenue share terms as set forth on Exhibit B hereto.
4. FEES
4.1 All fees, including without limitation revenue shares, shall be as
provided in Exhibit B, attached hereto and incorporated hereby.
4.2 All amounts payable to Zone4play under this Agreement shall be paid
in United States Dollars within fourteen (14) days after NDS has
received payment from the Customer, without set-off and without
deduction of any taxes, levies, imposts, charges, withholdings
and/or duties of any nature which may be levied or imposed,
including without limitation, value added tax and withholding tax,
other than on account of taxes levied on Zone4play or obligations of
Zone4play. If NDS is at any time required by any applicable law to
make any such deduction from any amount due to Zone4play under this
Agreement, then the amount due from NDS to Zone4play in respect of
such payment shall be increased by such amount as will result,
notwithstanding the deduction, in Zone4play' receipt on the due date
of each amount, of the amount that Zone4play would have received if
NDS had not been required to make such deduction.
4.3 Notwithstanding Section 4.2, if NDS or the Customer is legally
required by United States tax authorities to deduct withholding
taxes from amounts payable to Zone4play and if NDS is able to
provide to Zone4play an appropriate certificate or other official
documentation which will enable the tax to be claimed back by
Zone4play, then Zone4play may, at its discretion, accept payment of
the amount payable less the amount of tax that can be claimed back
by Zone4play from NDS. If no such certificate or documentation is
provided or if the certificate or documentation is unsuitable to
enable Zone4play to claim back the tax, then the full amount gross
of withholding tax will be payable by NDS in accordance with Section
4.2.
4.4 Where NDS or the Customer is required by law to make deduction of
taxes, levies, imposts, charges, withholdings and/or duties, NDS
shall;
i) ensure that the deduction is the amount legally required; and
ii) subject to Section 4.3 pay to Zone4play such amount as will
result, notwithstanding the deduction, in Zone4play receiving
on the due date when each payment is due, the sum that
Zone4play would have received if NDS had not been required to
make such deduction; and
iii) pay to the applicable tax or other authorities within the
period for payment permitted by law the full amount of the
deduction or withholding; and
iv) deliver to Zone4play, if appropriate, the applicable taxation
certificate or other documentation in a timely manner; and
v) co-operate with Zone4play in all respects necessary to permit
Zone4play to take advantage of such double taxation agreements
as may be available.
Zone4play and NDS agree to consult and co-operate in order to, where
lawfully possible, avoid, minimize or reclaim for the benefit of NDS
and/or Zone4play any such deductions.
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4.5 NDS agrees to release and indemnify Zone4play from and against all
liability of whatever nature rising out of NDS's failure duly and
timely to pay and discharge any of the above mentioned taxes.
4.6 NDS will be obliged on the date of signing of this Agreement or
within 14 (fourteen) days to confirm in writing the person or
department to which invoices shall be rendered. Such information
shall include contact names, telephone numbers, fax numbers and
e-mail addresses. NDS specifically acknowledges and agrees that
invoices sent by e-mail or fax will be as effective as those
received by ordinary mail. Zone4play will notify NDS, on the
invoice, of the details of the bank account into which payments
shall be made and all payments shall be made by electronic transfer
of funds at NDS's sole cost.
5. OWNERSHIP AND LICENSES
5.1 Zone4play acknowledges and agrees that as between NDS and Zone4play,
Customer, its parent or affiliate companies, shall retain sole and
exclusive right, title and ownership in and to the Look and Feel, as
defined herein. Zone4play hereby further assigns to Customer the
entire copyright including all vested contingent and future rights
all rights of action and all other rights of whatever nature in any
Intellectual Property Rights created by Zone4play in order to
develop the Look and Feel whether now known or in the future created
to which Zone4play is now or may at any time after the date of this
Agreement be entitled by virtue of or pursuant to any of the laws in
force in any part of the world TO HOLD to NDS its successors
assignees and licensees absolutely for the full period of copyright
throughout the world including all renewals revivals reversions and
extensions. Zone4play confirms that ownership of all material in
relation to the Look and Feel produced or acquired by Zone4play
shall vest in Customer absolutely free from encumbrances with effect
from the moment of production where such material does not already
vest in Customer.
5.2 Subject to the licenses granted to NDS in Section 5.3 through 5.4
hereof, NDS acknowledges that Zone4play, its parent or affiliate
companies, shall retain sole and exclusive right, title, and
ownership in and to all Content to which Zone4play has provided
under this Agreement. It is further understood by the parties hereto
that no title to nor ownership of the Content, or any part thereof,
is being transferred to NDS hereby and that Zone4play shall
exclusively retain all IPR therein, and any and all other rights
embodied in, related to, or represented by, the Content.
5.3 Unless terminated by Zone4play under Section 17 for breach of this
Section 5 or Section 16 and subject to Exhibit B, Zone4play hereby
grants to NDS for the Term, with effect from the date of launch of
the Content, subject to the terms of this Agreement, a
non-exclusive, object code only, non-transferable licence solely for
the following
(i) to use and sublicense the Content to the Customer for use as
part of the Customer Service and to make a single copy for
back-up purposes only, store, operate and otherwise;
(ii) to use the Content in connection with any and all press
releases, online and offline marketing and advertising and
other promotional materials related to the Content.
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5.4 Unless terminated by Zone4play under Section 17, Zone4play hereby
grants to NDS for the Term a non exclusive royalty free license to
utilize the software developed and provided by Zone4play as further
detailed in Exhibit A (the "Format and Use Software") solely to
authorize the Customer to receive, format, use, reproduce,
distribute, transmit and publicly display the Content in the manner
set forth in this Agreement herein.
In addition, unless terminated by Zone4play under Section 17,
Zone4play hereby grants to NDS for the Term a non exclusive royalty
free right and license, to utilize Zone4play trade marks and logos
in any and all media, solely in connection with the Customers
advertisement and promotion of the Content.
6. MOST FAVORED NATIONS
6.1 During the term of this Agreement and any renewal thereof, Zone4play
shall not offer the casino games content to any cable distributor,
overbuilder or satellite company in the Territory on terms that are
more favorable than those offered by Zone4play to Customer or NDS
pursuant to this Agreement provided that the comparison is in
relation to the same or similar products and allowing for
differentials arising from (i) system specifications. For the
avoidance of doubt Zone4play shall be deemed to be in breach of this
Section where Zone4play offers casino games content to any cable
distributor, overbuilder or satellite company in the Territory for a
revenue share percentage greater than 37.5% in favour of such cable
distributor, overbuilder or Satellite Company.
7. CONTENT MARKETING
7.1 Marketing of the Content, and any component thereof, shall be as
provided in Exhibit C.
8. NDS's RIGHTS and OBLIGATIONS
8.1 Prior to launch of the Content on the Customer Service it is
acknowledged by Zone4Play that Customer has the right to preempt any
Content for technical reasons for as long as Customer acting
reasonably deems the Content does not comply in all material
respects with the functionality of the games listed in Exhibit A.
NDS acknowledges and agrees that launching the Service shall be
deemed that the Content comply in all material respects with the
functionality of the games as detailed in Appendix 1 to Exhibit A.
8.2 Zone4play acknowledges and agrees that the Content shall be
displayed in a menu or content category or listing of the Customer
Service to be determined by the Customer. In addition, the Customer,
at its sole discretion, may also feature Zone4play in one or more
additional menus, content categories or listings in an order to be
determined by the Customer. Notwithstanding the foregoing, Zone4play
hereby further acknowledges that the Customer reserves the right, in
its sole discretion, to redesign or modify the organization,
structure, look and feel and other elements of the Customer Service
offering at any time without prior notice, under which circumstance
listing and/or display of the Content and Look and Feel will be
subject to the redesign or modification. NDS shall notify Zone4play
within seven (7) days where the Customer intends to modify the
Customer Service.
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8.3 NDS, shall if requested by the Customer offer casino games to the
Customer whether as a stand-alone application or as a games package.
Where NDS offers additional casino games to the Customer other than
the games listed in Exhibit A as part of a games package with the
Content then NDS shall pay Zone4play the applicable fees in
accordance with Exhibit B.
9. PRESS RELEASE
9.1 Upon the execution of this Agreement, the parties may issue a
mutually approved press release regarding the Content. Such release
shall not be made without the express written approval of each
party. The parties shall mutually agree the date of the Press
Release.
10. REPRESENTATIONS AND WARRANTIES
10.1 Zone4play and NDS each represents and warrants to, and agrees with,
the other that:
10.1.1 it has the power and authority to enter into this Agreement
and to fully perform its obligations hereunder, and this
Agreement has been duly executed by it and constitutes a
valid and enforceable obligation of it;
10.1.2 it has not made nor will it make any contractual or other
commitment which will or may prevent, impair or hinder its
full performance of this agreement;
10.1.3 It complies with all federal, state and local laws, rules
and regulations;
10.1.4 Zone4play further represents, warrants, and agrees that:
10.1.5 It owns or controls all rights necessary for the exhibition
of the Content, and is empowered to grant the rights,
license and privileges granted hereunder;
10.1.6 Zone4play knows of no adverse claim exists within with
respect to the Content or in connection with or in relation
to any part thereof;
10.1.7 Subject to Section 13 the Content does not infringe the IPR
of a third party.
10.1.8 Without limiting any other term or condition set forth
herein, and without limiting any other remedies available to
NDS hereunder, in the event that the Content or any
component thereof infringes or is claimed to infringe upon a
third party's rights or requires the consent of or payment
to any third party, Zone4play shall, in addition to and
without limiting any of its other obligations to NDS and
without any additional cost to NDS either (i) promptly make
the appropriate required payments or otherwise procure for
NDS the right to continue using such material or materials
or (ii) modify such materials or replace them with
substantially equal or equivalent materials so as to make
the Content or component non-infringing.
10.1.9 All Content, as well as any other content distributed by
Zone4play to NDS under terms of this Agreement, will have
been tested for viruses, worms, date bombs, time bombs, or
other code that is specifically designed to cause software
to cease operating, or to damage, interrupt, or interfere
with the end-user's equipment or data, in accordance with
industry standards.
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10.1.10 All aspects of the Content shall comply in all material
respect for the Term of this Agreement with the
specifications as shall be detailed in Exhibit A. The
Content shall also include technical performance that is on
par with all set top box gaming launched on digital
platforms similar to the NDS platform.
11. ADVERTISING STANDARDS
11.1 Advertising shall only be permitted within the Content in the
Customer's sole discretion. Any revenues generated by advertising on
the Content shall be shared according to the revenue sharing agreed
in Exhibit B. Any and all Zone4play advertising and promotions shall
be consistent with general industry advertising standards and shall
further be subject to, and in accordance with, such rules and
regulations relating thereto as may be promulgated the Customer.
Zone4play acknowledges the Customer reserves the right, in its sole
discretion, to refuse to exhibit advertising that promotes the
products or services of a direct competitor of any of the Customers
products or services. In addition, Zone4play acknowledges that the
Customer reserves the right, in its sole discretion, to refuse to
exhibit any advertising that is deemed to be defamatory, abusive,
indecent, obscene, in violation of the Customer policy or which, for
reasons of quality, does not otherwise meet with approval of
Customer.
12. BRANDING
12.1 The Content shall be presented with a brand specified by the
Customer.
13. Indemnification; LIMITATION OF LIABILITY
13.1 Zone4play (the "Indemnifier") shall subject to Section 13.3 and 13.5
below, indemnify, defend and hold harmless NDS and its parent
company or companies, affiliates, subsidiaries, successors and
assigns and their respective employees, officers, and directors (the
"Indemnified") against all third party claims for damages, expenses
and losses and pay all costs as they are incurred arising out of any
action brought against the Indemnified to the extent that it is
based on a claim that the Indemnifier's Intellectual Property Rights
infringes or misappropriates a third party Intellectual Property
Right existing at the date of this Agreement(the "Claim") PROVIDED
THAT:
(a) the Indemnified shall as promptly as is practical notify the
Indemnifier in writing of any Claim of which it has notice;
and
(b) the Indemnified shall not make any admission as to liability
nor agree to any settlement or compromise of any Claim without
the prior written consent of the Indemnifier, nor will the
Indemnified enter into a settlement that materially and
adversely affects the Indemnifier without prior written
approval, such approval not to be unreasonably withheld,
delayed or conditioned; and
(c) Indemnifier shall, upon its prior written request of
Indemnified and subject to the right of Indemnified to
participate, be entitled to conduct and/or settle negotiations
and litigation arising from any Claim where such written
request from Indemnifier to Indemnified shall not be
unreasonably withheld by Indemnified; and
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(d) Indemnified shall, at Indemnifier's request and expense, give
Indemnifier all reasonable assistance in connection with those
negotiations and litigation.
13.2 Notwithstanding anything to the contrary in this Agreement, except
for claims arising under section 16, in no event shall any party be
liable for any incidental, speculative or consequential damages or
lost profits, whether foreseeable or not (including, but not limited
to, those arising from negligence), occasioned by any failure to
perform or the breach of any obligation under this Agreement for any
cause whatsoever.
13.3 The warranty in Section 10 and indemnity given above shall not apply
to any infringement arising from any modification of the Content by
NDS or any third party unless expressly authorized by Zone4play or
from the use of the Content in any way not permitted under this
Agreement or as a result of the failure to use the latest release of
the Content as supplied by Zone4play. NDS acknowledges that save as
expressly set out above, all other warranties in respect of the
CONTENT, whether express or implied, under common law, statute law
or otherwise, including as to condition, performance, satisfactory
quality, fitness for a particular purpose or any other kind
whatsoever, are expressly excluded. Where Zone4play or a corporation
in control of Zone4Play has not publicly offered its shares or
merged with a company or a subsidiary controlled by a company that
has publicly offered its shares for sale on the NASDAQ National
Market, the NASDAQ Smallcap Market, the NASDAQ Over the Counter
Bulletin Board within eight (8) weeks of the date of this Agreement,
then without in any way, limiting the scope or generality of the
terms of Section 13.1, Zone4play shall in respect of its obligations
under this Agreement effect and maintain with reputable and
established insurers firstly insurance to cover all loss of and
damage to property and injury to persons (including death) arising
out of or in consequence of its obligations under this Agreement and
against all actions, claims, demands, costs and expenses in respect
thereof, secondly third party liability cover in the sum of at least
one million pounds sterling for any occurrence or series of
occurrences arising out of any one event and thirdly professional
indemnity insurance for any one occurrence or series of occurrences
arising out of one event in respect of any negligence on Zone4play's
part in the performance of its obligations hereunder for the
duration of the Zone4play's liability hereunder.
13.4 OTHER THAN EITHER PARTY'S GROSS NEGLIGENCE FRAUD OR WILLFUL
MISCONDUCT, BREACH OF PRIVACY (SECTION 14) OR CONFIDENTIALITY
(SECTION 16), THE TOTAL LIABILITY OF EITHER PARTY TO THE OTHER
UNDER THIS AGREEMENT WHETHER ARISING UNDER AN INDEMNITY OR
BREACH OF CONTRACT CLAIMS OR TORT OR OTHERWISE, WHENEVER
ARISING, SHALL NOT EXCEED, WHETHER IN RELATION TO A SINGLE
CLAIM OR AGGREGATE OF CLAIMS, THE FEES PAID BY NDS UNDER THIS
AGREEMENT TO Zone4play IN THE TWELVE MONTHS IMMEDIATELY
PRECEDING THE DATE THE BREACH FIRST ARISES. THIS LIMITATION
APPLIES IN RELATION TO ALL CLAIMS WHETHER THEY RELATE TO THE
FAILURE TO SUPPLY THE AGREED GOODS AND SERVICES UNDER THIS
AGREEMENT OR ANY DEFECTS IN SUCH GOODS OR SERVICES. ANY CLAIM
TO BE MADE UNDER THE TERMS OF THIS AGREEMENT SHOULD BE
SUBMITTED WITHIN 12 (TWELVE) MONTHS OF THE RELEVANT EVENT
GIVING RISE TO SUCH CLAIM EXCEPT IN RELATION TO FAILURE TO
MAKE AGREED PAYMENTS.
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14. PRIVACY
14.1 The Content, including any component thereof or connected thereto,
shall comply with the Customers privacy policy located at
xxxx://xxx.xx.xx/xxxxx.xxxxx?xxxx type = privacy shall be in
compliance with all applicable federal laws and regulations
including, without limitation, the Children's Online Privacy
Protections Act.
14.2 Any and all personally identifiable information collected by
Zone4play from any user of the Content or the Customer Service,
including any component thereof or connected thereto, shall be
obtained through the affirmative full written or electronic consent
of such user, and shall be specifically limited to that information
necessary to provide the services in question, as more specifically
detailed in Section 16.4 hereof.
15. DATA SHARING
15.1 In the event either party collects user data, each party shall share
aggregate data regarding subscriber preferences and usage as they
relate to the Content to the extent available and to the extent
possible without violating any existing NDS and Customer privacy
policy, confidentiality policy, other legal or contractual
restraints or applicable law.
16. Confidentiality
16.1 Each party agrees that the following materials and information and
all copies thereof of whatever nature or medium are confidential and
are the proprietary information and trade secrets of the disclosing
party: (i) the software and algorithms possessed by either party and
all source documents relating to such software; (ii) proprietary
business information of either party (including, without limitation,
the names and addresses of each party's users, information
Zone4play's, and suppliers), and business information that either
party does not generally make available to the public; (iii) the
methods, means, personnel, equipment, and software by and with which
each party provides its other products and services; (iv) any
discussions, letters, drafts, or other documents relating to this
Agreement, or the provisions of this Agreement, but not the fact of
this Agreement's existence; (v) subscriber lists, subscriber
personal information or subscriber personal data; and (vi) any other
information that either party reasonably designates, by notice in
writing delivered to the other party, as being confidential or a
trade secret ("Confidential Information"). Each party undertakes
that except as authorized in writing by the other party, it will
neither disclose any Confidential Information to any person,
including the media, nor use the Confidential Information other than
for the purposes of this Agreement. Each party shall use its best
efforts and shall take every reasonable precaution to protect and
maintain the confidentiality of the Confidential Information, which
precautions shall be at least equivalent in scope and effect to the
measures taken by that party to protect its own most confidential
proprietary information.
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16.2 In the event (i) that this Agreement is canceled or terminated for
any reason; (ii) the party in receipt of the Confidential
Information (the "Receiving Party") no longer require(s) the
Confidential Information to perform its obligations hereunder,
and/or (iii) the party that has disclosed the information (the
"Disclosing Party") so requests in writing, the Receiving Party will
promptly return all Confidential Information to the Disclosing Party
including all copies thereof and all analyses, compilation studies
or other documents prepared by such Receiving Party or on its
behalf. Upon the request of the Disclosing Party, the Receiving
Party may be required to destroy all or any part of the Confidential
Information including all documents, memoranda, notes and other
writings whatsoever prepared by the Receiving Party and all copies
thereof, and to certify such destruction in writing. The obligation
of confidentiality shall extend to the Receiving Party's affiliates
and/or directors, officers, employees, representatives or agents.
16.3 No information that would otherwise be proprietary or confidential
for the purposes of this Agreement shall be subject to the
restrictions on disclosure if and to the extent that: (i) such
information is in, or becomes part of, the public domain otherwise
than through the fault of the Receiving Party; (ii) such information
was known to the Receiving Party prior to the execution of this
Agreement as proven by the Receiving Party's written records; (iii)
such information was revealed to the Receiving Party by a third
party having no obligation to hold such information confidential; or
(iv) such information is developed independently of any Confidential
Information by employees of the Receiving Party.
16.4 Without limiting the scope of generality of any of the foregoing, it
is specifically understood and agreed that Zone4play shall not, for
any purpose whatsoever, use and/or disclose, directly or indirectly,
any information concerning the identity, personal statistics or
history, or interests of users of the Content or Customer Service,
other than that provided in accordance with Section 16.2 above,
without the prior written approval of NDS and the affected user.
Zone4play agrees that all such information, including financial data
and any user's name, address, telephone number, facsimile number,
electronic mail address and other like data will be used by
Zone4play only as required to complete their responsibilities to the
user, if any. Zone4play may not create a list or listing of NDS's
users for marketing or other purposes. Any such information
collected by Zone4play shall be released to NDS as it may reasonably
request from time to time. The restricted information referred to in
Section 16 and in this Section 16.4 shall be treated as Confidential
Information.
16.5 The parties each recognize that irreparable harm can be occasioned
to the other party by the unauthorized disclosure, reproduction, or
use of the Confidential Information and that monetary damages will
be inadequate to compensate for such breach. The parties agree that
in the event of such failure to comply by the Receiving Party, the
Disclosing Party shall be entitled, in addition to all other
remedies available at law, to seek an injunction restraining such
future breaches without having to post any security or to prove the
inadequacy of available remedies at law.
17. TERMINATION OF AGREEMENT
17.1 Either party may terminate this Agreement upon thirty (30) days
prior written notice to the other party if (i) either party fails to
comply with any of its material obligations under this Agreement and
(in the case of a remediable breach) fails to remedy the breach
within a reasonable time specified by the other party in its written
notice (but no less than 30 (thirty) days) to do so where such
notice indicates that failure to remedy such breach may result in
the termination of this Agreement; (ii) the other party is unable to
pay its debts when they become due, makes an assignment for the
benefit of creditors, files any petition or has any petition filed
against it under the bankruptcy laws of any jurisdiction, has or
suffers a receiver or trustee to be appointed for its business or
property, or is adjudicated a bankrupt or insolvent. Where Customer
terminates the Customer Agreement NDS shall inform Zone4Play of such
termination, thereafter, NDS shall have the right to terminate this
Agreement upon thirty (30) days prior written notice to the other.
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17.2 Upon termination, in addition to such obligations as may be
specified in other sections hereunder, (i) Zone4play shall
immediately cease all distribution of the Content with the Customer,
unless otherwise agreed directly with the Customer and NDS shall
delete such Content from its computer systems; (ii) Zone4play shall
not for a period of 6 (six) months following valid termination
(howsoever caused, which shall include repudiator breach) either
directly or indirectly by itself or through agents or otherwise
either sell to or licence to or solicit from or enter into any
commercial negotiations to supply to the Customer any casino games
products without the prior consent of NDS; and (iii) NDS shall make
all payments accrued prior to any such termination of this Agreement
and still owing to Zone4play within ten (10) days of termination and
shall include therewith the documentation required by this
Agreement. This shall be in addition to and without limiting any
other rights and remedies to which either party may be entitled at
law or equity or pursuant to the terms of this Agreement.
18. Notices
18.1 All notices and other correspondence under this Agreement shall be
made in writing and shall be sufficiently given on the date received
(i) sent by certified mail (postpaid and return receipt requested),
or (ii) if sent by Federal Express or comparable overnight courier
of national reputation with proof of receipt; to:
IF TO NDS: IF TO ZONE4PLAY:
NDS Limited ZONE4PLAY INC.
One London Road 000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxx, XX000XX Xxxxxxxxxx, Xxxxxxxx, 00000
Xxxxxx Xxxxxxx USA
Attn: Attn: Xx. Xxxxxx Xxxxxxx
With a copy to: with a copy to:
ZONE4PLAY Ltd.
0X Xxxxxxxxx Xxxxxx
Xxx Xxxx, 00000
Xxxxxx
Attn: Xx. Xxxx Xxxxx
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19. GENERAL
19.1 Relationship between the Parties: Neither Zone4play nor NDS shall
be, or shall hold itself out to be, the agent of the other under
this Agreement. Nothing contained herein shall be deemed to create,
and the parties do not intend to create, any relationship of
partners or joint ventures as between them with respect to this
Agreement.
19.2 Independent Contractor: Zone4play shall, for all purposes under this
Agreement, be deemed to be acting as an independent contractor and
not as an employee or agent of NDS.
19.3 Choice of Law: This Agreement and all collateral matters relating
thereto shall be construed in accordance with the internal laws of
the State of New York, applicable to agreements fully made and to be
performed therein, irrespective of the place of actual execution
and/or performance of the parties hereto and any dispute arising
thereof shall be submitted exclusively to the courts of the State of
New York. The Parties agree that any conflict of laws provisions,
where applicable, are hereby excluded by this express agreement to
an applicable law and jurisdiction. The prevailing Party in any
dispute, as determined by the judge, shall be entitled to an award
of reasonable attorneys' fees and costs. THE PARTIES DO HEREBY
KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT ANY PARTY MAY
HAVE TO A JURY TRIAL IN EVERY JURISDICTION IN ANY DISPUTE (INCLUDING
WITHOUT LIMITATION ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT
AND ANY CLAIMS THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE).
19.4 Assignment: This Agreement may not be assigned by either party
without the specific prior written consent of the other.
19.5 Waiver: The failure of either party to exercise any right provided
for herein shall not be deemed to be a waiver of any other right
hereunder. No waiver of any right or breach of this Agreement shall
be deemed to be a waiver of any subsequent exercise of a right or
breach of this Agreement.
19.6 Invalidity: If any provision of this Agreement, or the application
of this provision to any person or circumstance, is held to be
inconsistent with any present or future law, ruling, rule or
regulation of any court or governmental or regulatory authority
having jurisdiction over the subject matter of this Agreement, such
provision shall be deemed to be modified to the minimum extent
necessary to comply with such law, ruling, rule or regulation and
the remainder of this Agreement, or the application of such
provision to persons or circumstances other than those as to which
it is held inconsistent, shall not be affected. If any provision is
determined to be illegal, unenforceable or void, and, if the
remainder of this Agreement shall not be affected by such
determination and is capable of substantial performance, then such
void provision shall be deemed rescinded and each provision not so
affected shall be enforced to the extent permitted by law.
19.7 Force Majeure: Neither party shall be liable to the other in the
event that either party is prevented from performing, or is unable
to perform, any of its obligations under this Agreement due to any
cause beyond the reasonable control of the party invoking this
provision, provided, however, that such affected party takes
commercially reasonable efforts to mitigate the effects of such
causes. In the event of any such delay, preemption, or failure, the
affected performing party shall promptly notify the other party of
the nature and anticipated length of continuance of such force
majeure and, during such period, both parties shall be excused from
performance. Such failure shall not be deemed to be a breach of this
Agreement and shall not extend the Term hereof.
13
19.8 Non Recourse: Anything contained in this Agreement to the contrary
notwithstanding, it is expressly understood and agreed by the
parties hereto that each and every representation, undertaking, and
agreement made in this Agreement on part of any parties to this
Agreement was not made or intended to be made as a personal
representation, undertaking or agreement on the part of any
Incorporator, director, officer or partner, past, present, or
future, or any of them, all of which recourse, whether in common
law, in equity, by statute or otherwise, is hereby forever waived
and released.
19.9 Survival: Any term or condition of this Agreement which, by its
nature, was intended to survive termination, including without
limitation the provisions set forth in Sections 9, 13.4 and 16,
shall specifically survive the termination of this Agreement.
19.10 Section Headings: Section or paragraph headings used herein are for
convenience and shall not be deemed a part of this Agreement.
19.11 Entire Agreement: This Agreement sets for the entire agreement and
understanding of the parties relating to the subject matter hereof
and supersedes all prior agreements and understanding relating to
the subject matter hereof. This Agreement shall not be modified
other than in a writing signed by each of the parties hereto.
IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be
executed by its duly authorized representatives as of the Effective Date.
NDS LIMITED ZONE4PLAY INC.
By: /s/ A. Pelert By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------- -------------------------
Title: CEO Title: Director
------------------- ---------
Name: A. Pelert Name: Xxxxxx X. Xxxxxxxxxx
--------------------- ---------------------
Date: 2/10/2003 Date: 10/10/2003
-------------------- -------------
14
EXHIBIT A
SCOPE OF CONTENT
Zone4play will develop the Casino Games Package which shall be compatible with
and fully operational on the Scientific Atlanta digital platform and shall be
compatible and fully functional on the Sony digital platform and will comply
with the functionality as detailed in Appendix 1 to this Exhibit A as shall be
amended and updated from time to time. There will be six (6) games launching
initially in the Casino Games Package and the updates and refreshes are based on
the table below:
Update is defined as a new game
Refresh is defined as new content on an existing game.
--------------------------------------------------------------------------------
GAMING PACKAGES: CONTENT, UPDATES AND REFRESHES
--------------------------------------------------------------------------------
GENRE SA SONY
--------------------------------------------------------------------------------
CASINO GAMES PACKAGE
--------------------------------------------------------------------------------
Lobby Area (launch) Lobby Area (launch)
Video Poker (launch) Video Poker (launch)
Blackjack (launch) Blackjack (launch)
Battle Royale (launch) Battle Royale (launch)
Slots (launch) Slots (launch)
Roulette (launch) Roulette (launch)
Keno (launch ) Keno (launch)
Bingo (first update) Bingo (first update)
Caribbean poker (second update) Caribbean poker (second update)
Top Scores Top Scores Top Scores
Updates: Once per quarter Once per quarter
--------------------------------------------------------------------------------
15
The individual game titles are subject to change, but the genres of games will
maintain consistent. The total number of games on Scientific Atlanta and Sony
platforms in 2003 based upon a September, 2003 launch shall be:
--------------------------------------------------------------------------------
2003 SA/SONY SUBSCRIPTION GAMING SERVICE
--------------------------------------------------------------------------------
GENRE SA SONY
--------------------------------------------------------------------------------
CASINO
--------------------------------------------------------------------------------
Launch with 6 6
--------------------------------------------------------------------------------
New games per year (1 per quarter) 2 2
--------------------------------------------------------------------------------
Total games 8 8
--------------------------------------------------------------------------------
Updates: Once per quarter Once per quarter
--------------------------------------------------------------------------------
TOTAL GAMES PER PLATFORM FOR LAUNCH 6 6
--------------------------------------------------------------------------------
TOTAL GAMES PER PLATFORM IN 2003 6 6
--------------------------------------------------------------------------------
The number of games the following calendar years will be*:
--------------------------------------------------------------------------------
SA/SONY SUBSCRIPTION GAMING SERVICE
--------------------------------------------------------------------------------
GENRE SA SONY
--------------------------------------------------------------------------------
CASINO
--------------------------------------------------------------------------------
New games per year 4 4
--------------------------------------------------------------------------------
Total new games 4 4
--------------------------------------------------------------------------------
Updates: Once per quarter Once per quarter
--------------------------------------------------------------------------------
* New games in the following calendar year are subject to further discussion and
agreement by the parties.
NEW GAME AND REFRESH PROCESS
After the first games in each package have been launched Zone4play will present
new games to Customer. Zone4play will develop specific games for the Customer
platform as well as leverage games that they are creating around the world.
Zone4play shall supply Customer with a list of all games each quarter to choose
from. Customer will then choose which games it will want as a new game. All
refreshes will be done in a timely manner by Zone4play and will go thru
Customer's standard development and QA process.
PORTAL/TOP SCORES
Zone4play will be responsible for delivering images to refresh the portal pages
on a fortnightly basis throughout the term of the contract at no additional
charge to Customer.
TOP SCORES
Zone4play will be responsible for delivering images to refresh the top scores
pages on a fortnightly basis throughout the term of the contract at no
additional charge to Customer.
16
NOTE: All games in all services must generate a score that gets posted to the
top scores leaderboard.
PAYMENT MECHANISM
Zone4play will integrate the games solution with the existing infrastructure in
place at with the Customer. The payment mechanism will enable users to subscribe
and get access to the game services.
VIEWER EXPERIENCE
Each game will have a free play component that may include free play or demo
levels in order to encourage viewers to subscribe to the Content. For the Casino
games, this will be handled through the `lobby' area.
MULTIPLAYER
Zone4play and NDS will evaluate the multiplayer option in the beginning of 2004.
If it is mutually agreed that it is commercially viable to launch the
functionality it will be launched by Zone4play. Upon the launch of the
multiplayer functionality, this Agreement shall be extended for a period of one
year from the time the multiplayer solution is launched.
However, this will not prevent Zone4Play from engaging the customer directly in
the event that NDS find it not commercially viable.
FORMAT AND USE SOFTWARE
Zone4play shall deliver the following software components in order to allow NDS
to format and use the Content subject to Section 5.5.
For the SA environment:
-> PTV executable.
-> Release log.
For the SONY environment:
The "executables" are HTML files with embedded JavaScript.
Assets:
*.HTML files
*.css files
*.js files
*.GIF images
*.JPG images
17
APPEDIX 1
GAMES FUNCTIONALITY
1 VIDEO POKER GAME
GAME Video Poker
DRAFT 1
DATE CREATED 19 May 2003
INTRODUCTION
This document outlines the concept of the Videopoker game for Cablevision.
The example screens shown in this document are not necessarily representative of
the final games screen - they are purely intended to illustrate the game
concept. During development of the game, the final graphics will be available
for review.
There will be 2 versions of the game available, the standard "full" game and the
"demo" version. The aim of the demo version is to give the "unsubscirbed" user a
limited play of the game, to encourage them to subscribe to the full games
package.
There's no difference between a "demo" and a "full" versions in the game
mechanics. In the "demo" version the user will be limited by a small initial
amount of points.
In the "demo" mode the game is unlimited in time and the user can play as long
as he has points. For example, the initial "demo" balance is 50 points. Once,
the user has lost all 50 points, he can no longer play the "demo" version. In
the "full" version the game is also unlimited in time, but if the user has ran
out of his initial points, he will automatically receive additional points.
GAME OVERVIEW
The game of poker is one of the best-known and most popular card games in North
America. In the U.S. it became exceedingly popular in the mid 1830's, originally
spreading from the Mississippi and Ohio rivers to the east coast via the
railroads.
Videopoker is a close relative of the regular game of poker and is derived from
a combination of slot machines and five-card draw poker. The major differences
between regular poker and video poker is that a user is playing against a
machine rather than real people, and the goal is to achieve particular hands
rather than beat opponents hands (as there are no other players).
The object of the game is to get any of the winning combinations of poker hands.
The winning combinations and the payoff schedule are listed on a payout schedule
attached to the machine.
The winning hands ranking table:
Royal Flush -- 10-J-Q-K-A, all in the same suit, such as hearts. But does
not have to be in any order to win.
Straight Flush -- a straight all in the same suit, like 3-4-5-6-7, all in
clubs
Four of a Kind - four cards of the same value, such as J-J-J-J
Full House - Three of a kind, with a pair, example 4-4-4-A-A
Flush - Any five cards in the same suit, all diamonds
Straight -- Five cards in numbered sequence, 6-7-8-9-10, suit does not
matter
Three of a Kind - three cards of the same value
18
Two Pair -- Two sets of paired cards, as in 7-7 and 9-9
Jacks ore Better - a pair of Jacks, or others in a higher rank.
GAME DESCRIPTION
The game takes place on a single screen, which represents a "casino-like"
videopoker machine.
The user can bet on any amount between 1 and 250 points each time, depending on
his balance. Each round's winnings are determined by the payout table, which
will be placed on a visible place on a Videopoker machine.
The Videopoker machine has the following buttons:
o +/- - Increase/ Decrease wager. By clicking on these buttons the
user can choose a wagering amount (between 1 and 50). Default upon
entering the game is1.
o BET ONE: Each click increases player's wager one fold (Default upon
entering the game is `Bet One'). Wager will increase by the amount
shown between (+) and (-) signs multiplied by the amount of bets.
For example, the amount chosen is 5. Each click on "Bet One" will
increase the wager by 5. Each click will also color a possible
winning column on a payouts table above cards.
o BET MAX: increases the bet to x5 and automatically deals 5 cards to
the player. The fifth column in the payouts table will be colored.
o DEAL: Once Player chose his/her desired wagered amount, selecting
Deal will start the game and 5 cards will be dealt to the player.
o DRAW: Once the player has received 5 initial cards the "Deal" button
will be replaced by the "Draw" button. After the user has finished
"holding" the cards, clicking on this button will trigger
replacement of unhold cards.
o HOLD: By clicking on this button the player chooses to keep the card
above this button. The chosen button's color will be changed, thus
showing the player that he chose to keep a card above this button.
Additional click on a chosen button will "deselect" the card and the
changed color will be replaced back to the original color. The
player can choose between 0-5 cards to hold. If there's a winning
hand at this point, the user will be given a "hint" - buttons under
these cards will be already marked as "hold".
The user can navigate in the game by using the following keys on the remote
control:
o Left/right/up/down - move highlight to desired option ("hold"
buttons, "bet one" button, "bet max" button, +/- wager buttons and
"Deal"/"Draw" button);
o OK - go to option;
The player will be able to exit the game by pressing on a backup/exit key. Text
will be displayed on the game screen, informing the user how to exit the game.
In the beginning of each hand the player will be given 5 cards. He can then
choose between 0 and 5 cards he wishes to "hold". The cards he didn't choose to
hold will be replaced by new ones. If in the end of a second hand there's a
winning combination, the player's balance will be updated according to a payout
table.
19
TOP-LEVEL OVERVIEW OF GAME STRUCTURE
[FLOW CHART OMITTED]
Explanation of diagram:
o No sound will be used on the SONY platform.
o While the game is loading, on the SA platform only, streaming audio is
playing. (Streaming audio is similar to background music, and usually
always on for a given service).
o On the SA platform, during the game stage, the audio stream is switched
off to make room for game specific sound effects to support the gameplay.
o During the game, the player can open "Help" page and then return back to
the game.
o During the game the player can perform "Cashout" proccess and then return
back to the game or to the Casino intro screen.
o During the game the player can open "High Score" Page and then return back
to the game.
BASIC FLOW
o Upon entering the game a user is prompted to enter a betting amount
between 1 and 50 points, to choose on what to bet (1, 2, 3, 4 or 5)
and then to press "Deal" button. The default amount to bet is 1
Point.
o After a user presses on a "Deal" button, he is dealt 5 cards. If
after this replacement you have any combination of cards that
qualifies for a payout, your credit will be increased by the amount
shown on the left side of the playing cards.
o He then holds the card(s) he needs in order to achieve the highest
possible ranking poker hand (as described in a payout table).
o Once he have selected a given amount of cards to hold, he again will
click on a "Deal" button.
o The cards that were not marked will be replaced.
o If, after this replacement, a player has any combination of cards
that qualifies for a payout, his credit will be increased
accordingly.
20
SAMPLE SCREEN
The below sample screen only provides a basic screen lay-out.
[GRAPHIC OMITTED]
2 BLACKJACK GAME
GAME Blackjack
DRAFT 1
DATE CREATED 19 May 2003
INTRODUCTION
This document outlines the concept of the Blackjack game for Cablevision.
The example screens shown in this document are not necessarily representative of
the final games screen - they are purely intended to illustrate the game
concept. During development of the game, the final graphics will be available
for review.
There will be 2 versions of the game available, the standard "full" game and the
"demo" version. The aim of the demo version is to give the "unsubscirbed" user a
limited play of the game, to encourage them to subscribe to the full games
package.
There's no difference between a "demo" and a "full" versions in the game
mechanics. In the "demo" version the user will be limited by a small initial
amount of points.
In the "demo" mode the game is unlimited in time and the user can play as long
as he has points. For example, the initial "demo" balance is 50 points. Once,
the user has lost all 50 points, he can no longer play the "demo" version. In
the "full" version the game is also unlimited in time, but if the user has ran
out of his initial points, he will automatically receive additional points.
21
GAME OVERVIEW
t 0 0 The goal in Blackjack is to beat the Dealer. The Player is initially given
2 cards. He then has the choice to draw additional cards, one at a time, as long
as the added value of all cards do not exceed 21. If the value of all cards in
the Player's hand exceeds 21 the Player loses the hand, or in blackjack terms
the Player busts.
GAME DESCRIPTION
The game takes place on a single screen, which represents a "casino-like"
blackjack table. The game is unlimited in time and the user can play as long as
he has the points.
The user can bet on any amount between 1 and 200 points each time, depending on
his balance.
Blackjack is played with a four 52-card decks. A deck consists of number cards 2
to 10, Xxxx, Queen, King, and Ace. The value of a King, Queen, or Xxxx (face
cards) is 10. The Ace's value is either 1 or 11 (whatever fits better). The
value of a number card is the number shown (value of 2 is 2).
The Player's cards are shown openly on the table. The Dealer only shows his
first card to the Player.
When the Player stops drawing additional cards, Dealers starts to play. The
Dealer also tries to get as close to 21 as possible without going over.
If the total of Player cards exceeds 21, Player 'bust' and loses his bet. If he
has the same total as the Dealer, from 17 and up, it is a push. The Dealer must
draw cards until he has at least 17, and must stand at 17 or higher. If the
Dealer gets 16, he must take an additional card. The Dealer may not decide
whether or not to draw a card based on the Player's hand, but must abide by the
existing Dealer rules.
TOP-LEVEL OVERVIEW OF GAME STRUCTURE
[FLOW CHART OMITTED]
Explanation of diagram:
o No sound will be used on the SONY platform.
o While the game is loading, on the SA platform only, streaming audio
is playing. (Streaming audio is similar to background music, and
usually always on for a given service).
o On the SA platform, during the game stage, the audio stream is
switched off to make room for game specific sound effects to support
the gameplay.
22
o During the game, the player can open "Help" page and then return
back to the game.
o During the game the player can perform "Cashout" proccess and then
return back to the game or to the Casino intro screen.
o During the game the player can open "High Score" Page and then
return back to the game.
BASIC FLOW
1. Upon entering the game a user is prompted to enter a wager between 1
and 200 points and to press "Play" button.
2. After a user chose his/her wager and pressed a "Play" button, the
system will check whether the wager is legal (wager is numeric, is
smaller than 1 and bigger than 200, smaller than the user's current
balance).
3. If the wager is legal, both a dealer and a user are dealt 2 cards
each. One of the dealer's cards faced up, one faced down. Both of
the user cards faced up.
4. In the beginning of each round the following buttons will be shown
to the user:
o 1, 5, 10 AND 25 CHIPS - clicking on these buttons will
determine the desired wager. The accumulated balance will not
pass 200 points. After each click the chip stock will rise and
the last clicked chip will appear on the top of the stock.
o CLEAR - this button will clear the table and also sets current
wager to zero.
o DEAL - this button triggers dealing the cards to both the user
and the dealer. If the user has played before and didn't click
on "Clear" button, the wager will be as in the previous round.
5. When cards are shown, few of the following choices may appear under
the cards - hit, stand, double, split, insurance, no insurance.
6. HIT - The dealer gives the player another card.
7. STAND - The player is satisfied with his/her hand and does not want
to risk another card.
8. SPLIT - If player's first two cards are of the same value, he/she
may want to split them into two separate hands by placing a second
wager of equal value. The game then proceeds as usual. If a player
splits two aces and one of the hands is 21, this is not considered
blackjack, but 21.
9. INSURANCE - gives player a chance to protect himself when he/she
believes that the dealer might have blackjack. If the dealer's first
card is an ace, he is considered to have a fair chance of getting
blackjack. In this case a player may buy insurance against the
dealer's blackjack at the price of half of the initial bet. If the
dealer does have blackjack, the insurance pays 2 to 1, corresponding
to the amount of the initial bet. If the dealer does not have
blackjack, the player loses your insurance and the game proceeds as
usual.
10. In certain situations the user will be given hints. The system will
analyze both dealer's and player's scores, and sometimes will
suggest on what button to click. For example, if the player's
current score is 20 it is obvious that the best option for him is to
press "Stand" button, otherwise he will "bust". In this case, the
"Stand" button will be already selected. This will ease the
navigation for the user. All that he has to do now is to press "OK"
button on his remote control.
23
11. The game is over if one of the following occurs:
o A player has a blackjack.
o A dealer has a blackjack.
o A player busted (the value of cards exceeded 21).
o A player is satisfied with his cards and presses "Stand"
button.
12. DEALER'S RULES -
o The dealer must draw cards until he has at least 17, and must
stand at 17 or higher.
o If the dealer gets 16, he must take another card.
o The dealer may not decide whether or not to draw a card based
on your hand, but must abide by the existing dealer rules.
o The player's strategy should be guided by two factors, the
player's own cards and the dealer's open card.
SAMPLE SCREEN
The below sample screen only provides a basic screen lay-out.
[GRAPHIC OMITTED]
24
3 BATTLE ROAYLE GAME
GAME Blackjack
DRAFT 1
DATE CREATED 19 May 2003
INTRODUCTION
This document outlines the concept of the Battle Royale game for Cablevision.
The example screens shown in this document are not necessarily representative of
the final games screen - they are purely inteneded to illustrate the game
concept. During development of the game, the final graphics will be available
for review.
There will be 2 versions of the game available, the standard "full" game and the
"demo" version. The aim of the demo version is to give the "unsubscirbed" user a
limited play of the game, to encourage them to subscribe to the full games
package.
There's no difference between a "demo" and a "full" versions in the game
mechanics. In the "demo" version the user will be limited by a small initial
amount of points.
In the "demo" mode the game is unlimited in time and the user can play as long
as he has points. For example, the initial "demo" balance is 50 points. Once,
the user has lost all 50 points, he can no longer play the "demo" version. In
the "full" version the game is also unlimited in time, but if the user has ran
out of his initial points, he will automatically receive additional points.
GAME OVERVIEW
Battle Royale is similar to the card game of War. The object of the game is to
draw a card higher than dealer's card.
GAME DESCRIPTION
The game takes place on a single screen, which represents a "casino-like" battle
royale table. The game is unlimited in time and the user can play as long as he
has the points. The user can bet on any amount between 1 and 200 points each
time, depending on his balance. In the each round of the game one card will be
dealt to the player face up and then one card will be dealt to the dealer.
Whoever has the higher card wins.
This will continue unless there is a tie between the dealer and the player. At
this point the player will be prompted to surrender or continue. If the player
chooses to surrender, he loses his bet and a new hand is dealt. If the player
decides to battle he adds double his bet and two more cards are dealt, first to
the player and then to the dealer. If the dealer wins, the house gets the
player's entire wager, while if the player wins he receives the wager placed on
the battle + double the initial wager. If there is a second tie within the
battle, then the player will get paid out 3 to 1.
25
TOP-LEVEL OVERVIEW OF GAME STRUCTURE
[FLOW CHART OMITTED]
Explanation of diagram:
o No sound will be used on the SONY platform.
o While the game is loading, on the SA platform only, streaming audio
is playing. (Streaming audio is similar to background music, and
usually always on for a given service).
o On the SA platform, during the game stage, the audio stream is
switched off to make room for game specific sound effects to support
the gameplay.
o During the game, the player can open "Help" page and then return
back to the game.
o During the game the player can perform "Cashout" proccess and then
return back to the game or to the Casino intro screen.
o During the game the player can open "High Score" Page and then
return back to the game.
BASIC FLOW
o Upon entering the game a user is prompted to enter a wager between 1
and 200 points and to press "Play" button.
o After a user chose his/her wager and pressed a "Play" button, the
system will check whether the wager is legal (wager is numeric, is
smaller than 1 and bigger than 200, smaller than the user's current
balance).
o If the wager is legal, both a dealer and a user are dealt 1 card
each.
o If the dealer's card has a higher value than player's card - player
lost. If the players' card has a higher value than dealer's card -
player won.
o In the case of a tie (both cards have the same value), the user is
given a choice to "surrender" or to "battle".
26
o SURRENDER - If the user chooses to surrender - he lost his current
wager.
o BATTLE - If the user chooses to battle he adds double his initail
wager and 2 more cards are dealt (xxxxx to the player, then to the
dealer). If the dealer wins, the house gets the player's entire
wager, while if the player wins he receives the wager placed on the
battle + double the initial wager. If there is a second tie within
the battle, then the player will get paid out 3 to 1.
SAMPLE SCREEN
The below sample screen only provides a basic screen lay-out
[GRAPHIC OMITTED]
4 SLOTS GAME
GAME Slots
DRAFT 1
DATE CREATED 19 May 2003
INTRODUCTION:
This document outlines the concept of the Slots game for Cablevision.
The example screens shown in this document are not necessarily representative of
the final games screen - they are purely inteneded to illustrate the game
concept. During development of the game, the final graphics will be available
for review.
There will be 2 versions of the game available, the standard "full" game and the
"demo" version. The aim of the demo version is to give the "unsubscirbed" user a
limited play of the game, to encourage them to subscribe to the full games
package.
There's no difference between a "demo" and a "full" versions in the game
mechanics. In the "demo" version the user will be limited by a small initial
amount of points.
In the "demo" mode the game is unlimited in time and the user can play as long
as he has points. For example, the initial "demo" balance is 50 points. Once,
the user has lost all 50 points, he can no longer play the "demo" version. In
the "full" version the game is also unlimited in time, but if the user has ran
out of his initial points, he will automatically receive additional points.
27
GAME OVERVIEW:
The objective of the game is to get the best paying sequence of symbols on the
slot machine. Slot machines (also known as "one-armed bandits") are thrilling
games that let you win many times more than your bet.
Slot machine payout table:
--------------------------------------------------------
SLOTS OUTCOME PAYOUT
--------------------------------------------------------
Cherry any any 4
--------------------------------------------------------
Cherry Cherry any 6
--------------------------------------------------------
Cherry Cherry Cherry 8
--------------------------------------------------------
Lemon Lemon Lemon 10
--------------------------------------------------------
Orange Orange Orange 10
--------------------------------------------------------
Xxxx Xxxx Xxxx 20
--------------------------------------------------------
Plum Plum Plum 40
--------------------------------------------------------
Bar Bar Bar 80
--------------------------------------------------------
Seven Seven Seven 200
--------------------------------------------------------
GAME DESCRIPTION
The game takes place on a single screen, which represents a "casino-like" slot
machine.
The user can bet on either 1, 3 or 5 points each time. Each round's winnings are
determined by the payout table, which will be placed on a visible place on a
slot machine.
The user can navigate in the game by using the following keys on the remote
control:
o Left/right - move highlight to desired option (wager of 1, 3 or 5
and "Spin" handle);
o OK - go to option;
The player will be able to exit the game by pressing on a backup/exit key.
Text will be displayed on the game screen, informing the user how to exit
the game.
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TOP-LEVEL OVERVIEW OF GAME STRUCTURE
Explanation of diagram:
[XXXX CHART OMITTED]
o No sound will be used on the SONY platform.
o While the game is loading, on the SA platform only, streaming audio
is playing. (Streaming audio is similar to background music, and
usually always on for a given service).
o On the SA platform, during the game stage, the audio stream is
switched off to make room for game specific sound effects to support
the gameplay.
o During the game, the player can open "Help" page and then return
back to the game.
o During the game the player can perform "Cashout" proccess and then
return back to the game or to the Casino intro screen.
o During the game the player can open "High Score" Page and then
return back to the game.
BASIC FLOW
o Upon entering the game a user is prompted to choose a betting amount
(1, 3 or 5 points), and to press "Spin" handle.
o After a user chose his/her wager and pressed a "Play" button, the
system will check whether the wager is legal (wager smaller than the
user's current balance).
o If the wager is legal, the machine wheels will spin.
o After the wheels have stopped, a user's account will be accredited
according to a payout table.
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SAMPLE SCREEN
The below sample screen only provides a basic screen lay-out.
[GRAPHIC OMITTED]
5 ROULETTE GAME
GAME Roulette
DRAFT 1
DATE CREATED 19 May 2003
INTRODUCTION
This document outlines the concept of the Roulette game for Cablevision.
The example screens shown in this document are not necessarily representative of
the final games screen - they are purely inteneded to illustrate the game
concept. During development of the game, the final graphics will be available
for review.
There will be 2 versions of the game available, the standard "full" game and the
"demo" version. The aim of the demo version is to give the "unsubscirbed" user a
limited play of the game, to encourage them to subscribe to the full games
package.
There's no difference between a "demo" and a "full" versions in the game
mechanics. In the "demo" version the user will be limited by a small initial
amount of points.
GAME OVERVIEW
In the Roulette game, the player places a bet on a number, color, or group of
numbers on the Roulette table. The Roulette ball is spun, and winnings are
determined by the slot on the Roulette wheel where the ball finally stops.
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There are several ways to bet in roulette, and as usual the harder it is to
obtain the bet made the larger is the payoff.
GAME DESCRIPTION
The game takes place on a single screen, which represents a "casino-like"
roulette table. The game is unlimited in time and the user can play as long as
he has the points.
The user can bet on any amount between 1 and 100 points each time, depending on
his balance.
In roulette you have numerous betting options, the different bets are indicated
by the placement of the chips on the table. They are usually grouped into two
major categories:
1. INSIDE BETS - made on numbers directly inside the layout:
o SINGLE NUMBER - Betting on a singe number, indicated by
placing the chip in the center of the square containing the
number you wish to bet on. Pays 35 to 1.
2. OUTSIDE BETS - are made on the betting area on the roulette table
bordering the number layout:
o DOZENS - There are only three ways to make this bet on the 1st
12 numbers, the 2nd 12 numbers or the 3rd set of 12 numbers.
o ODD OR EVEN - There are only two ways to make this bet, on all
the odd numbers or on all the even numbers.
o RED OR BLACK - There are only two ways to make this bet, on
all the red numbers or on all the black numbers.
o COLUMN BETS - There are only three ways to make this bet on
the 1st column, the 2nd column or the 3rd column of numbers.
o 1-18 - There is only one way to make this bet, on the first
half of the numbers on the wheel (excluding 00 and 0).
o 19-36 - There is only one way to make this bet, on the second
half of the numbers on the wheel.
TOP-LEVEL OVERVIEW OF GAME STRUCTURE
[FLOW CHART OMITTED]
31
BASIC FLOW
o Upon entering the game a user is prompted to bet on one or more
betting possibilities (single number, dozens, odd/even, red/black,
column, 1-18, 19-36). The accumulated amount of bet should not pass
100 Points.
o After choosing the desirable bet and amount, the user will click on
a "Spin" button and the roulette wheel will spin.
o When the roulette wheel stops spinning, it will show the number that
the roulette ball fell on.
o If the number and/or color matches your choice, the user have won
and his/her account will be accredited according to a payout table.
SAMPLE SCREEN
The below sample screen only provides a basic screen lay-out.
[GRAPHIC OMITTED]
32
EXHIBIT B
FEES/REVENUE SHARE
1. The monthly retail price charged to subscribers for the casino games
package shall be determined by the Customer in its sole discretion.
Customer shall pay to NDS a monthly license fee in accordance with the
following table:
-------------------------------- ----------------------------------------- -----------------------------------------
RETAIL PRICE OF GAMES PACKAGE LICENSE FEE TO NDS PER GAME PACKAGE LICENSE FEE TO ZONE4PLAY PER GAME
SUBSCRIBER PACKAGE SUBSCRIBER
-------------------------------- ----------------------------------------- -----------------------------------------
-------------------------------- ----------------------------------------- -----------------------------------------
$4.95 or lower Greater of $1.475 or 50% of the retail Greater of $1.10625 or 50% of the
price of games package retail price of games package
-------------------------------- ----------------------------------------- -----------------------------------------
-------------------------------- ----------------------------------------- -----------------------------------------
$4.95 or greater $2.475 plus 20% of the incremental $1.85625 plus 20% of the incremental
retail price charged above $4.95 (for retail price charged above $4.95 (for
example, if retail price is $6.95, then example, if retail price is $6.95, then
the license fee shall be $2.875 ($2.475 the license fee shall be $2.25625
+ 20% of $2.00)) ($1.85625 + 20% of $2.00))
-------------------------------- ----------------------------------------- -----------------------------------------
NDS shall pay to Zone4play 75% of all revenue received by NDS from the
Customer in relation to the Content.
2. In the event that NDS is required by the Customer, to introduces a day,
week, weekend pass or "pay per play" pricing, both parties agree to
negotiate in good faith at that time with respect to an agreed upon pass
or "pay per play", license fee as applicable.
3. In the event that NDS is required, to do so by the customer-, it may offer
a "free day" or "free week" of gaming with no license fees due from NDS
with respect to such "free day" or "free week" gaming.
33
EXHIBIT C
MARKETING
o NDS shall use reasonable endeavours to ensure the Customer allocates on
screen banner ad inventory, when available on the SONY and Scientific
Atlanta platform, to promote the Content packages.
o NDS shall use reasonable endeavours to ensure the Customer promote's the
Content packages on xxx.xx.xx and in direct mailings sent to customers in
their monthly bills (at a frequency to be determined by the Customer).
Zone4play shall assist with all related screenshots and Content
descriptions.
o NDS shall use reasonable endeavours to ensure that the Customer ensures
the Content packages will be directly accessible from the top-level
interactive menu on both the Scientific Atlanta and SONY digital
platforms.
o Zone4play will provide the necessary materials for promotional
banners and other marketing material as requested by Customer.
34
EXHIBIT D
o Roll Out
Zone4play shall be responsible for the below phased roll out.
SEPTEMBER 2003
>> Casino Package Portal
>> Casino Package - on Scientific Atlanta and SONY
>> Casino Package Top Scores Integration
Thereafter, all updates shall continue as scheduled on Exhibit A.
Zone4play agrees to follow NDS'S project development process, which includes
application acceptance processes to be provided to Zone4play, subject to
customer guidelines.
o Zone4play shall deliver functional specifications of all Content to
customer. Once the parties have agreed to specific Content NDS shall
retain the right to modify the following content of the game, according to
customer specifications:
>> All General Game Text used in Pop-ups, Buttons and Menus
>> All MPEG Backgrounds (in BMP Format)
>> All Sound Effects (in AIF Format)
o Zone4play shall implement all such Customer changes.
o In the event that the Customer changes its digital box platforms during
the term of this Agreement, Zone4play shall at its sole discretion make
best efforts to port the Content to that platform in a timeframe to be
mutually agreed upon between the parties.
35
