This Agreement
is entered into on this 26
day
of August 2006.
Parties:
| 1)
|
Ironbridge
Limited of
0000 Xxxxxxxxx Xxx, Xxxxxx Xxxx, Xxxxxx, Xxxxxxx Xxxxxxx (the "Service
Provider")
|
| 2)
|
Mahjong
Systems (Cyprus) Limited, Chrysanthou
Xxxxxx, 0 XX. 0000, Xxxxxxxx, Xxxxxx (the
'Company")
|
Operative
Provisions:
|
|
1.1. |
"Network"
means an online networked connection between and service to Operators
that
allows players originating from Operators to play mahjong with other
players from the originating and all other
Operators.
|
| |
1.2. |
"Operator"
means an entity contracted to the Company or its agent for players
signed
up to that entity to play mahjong online against other players of that
and
other entities. |
| |
1.3. |
"Microgaming" means Microgaming Software
Systems Limited of MGS Xxxxx, Xxxxxxxx Xxxx, Xxxxxxx, Xxxx xx Xxx,
XX0
0XX. |
| |
1.4. |
"Microgaming Operator" means an entity
contracted to Microgaming or its agent for players signed up to that
entity to play mahjong online against other players of that and other
entities that are contracted to Microgaming. |
| |
1.5. |
"Microgaming Network" means an online
networked connection between and service to Microgaming Operators that
allows players originating from Microgaming Operators to play mahjong
with
other players from other Operators and all Microgaming
Operators. |
| |
1.6.
|
"Microgaming
Clearing House" means a Clearing House exclusively for Microgaming
Operators. |
| |
1.7. |
"Clearing House" means an accounting
system
and service responsible for receiving money from Operators (Microgaming
or
otherwise), allocating such monies between participating Operators
of a
Network, making relevant deductions and paying monies back to
participating Operators in accordance with certain
rules. |
| |
1.8. |
"Clearing House Rules" those rules
that apply
to the administration and control
of the Company Clearing House as set out in Schedule
1. |
| |
1.9. |
"Company Clearing House" means a Clearing
House for the Company's Operators
and the Microgaming Operators. |
| |
1.10. |
"Winnings" means the total of all
amounts won by mahjong players from other mahjong players, excluding
such
winning players' original xxxxxx or stakes. |
| |
1.1'1. |
"Rake" means the fee levied on a winning
player to participate in a game of mahjong, equal to a percentage of
the
Winnings (initially 10%) or a tournament entry fee during such game
of
mahjong. |
| |
1.12. |
"Microgaming Network Rake" means the
portion
of the Rake which is payable to the Service Provider in the manner
set out
in Rule 2 of Schedule
1 and which is calculated in accordance with Rule 3 of Schedule
1. |
|
|
2.1. |
The
Company licences software and provides services to Operators to,
enable play on the Network for the Operators'
players.
|
| |
2.2. |
The Company is concurrently with this
Agreement, entering into a Software Licensing and Services Agreement
with
Microgaming (the "Software Agreement) in terms of which it licenses
software to Microgaming and provides services to Microgaming Operators
for
Microgaming Operators to enable their players to play on the Microgaming
Network. |
| |
2.3. |
Microgaming wishes Microgaming Operators
to
maintain their own Clearing House operating between the Microgaming
Operators, in order to facilitate Microgaming's accounting and
administrative needs. |
| |
2.4. |
The Service Provider wishes to provide
a
Clearing House for Microgaming Operators. |
| |
2.5.
|
The
Company and the Service Provider wish to arrange for the necessary
co-operation between the Microgaming Clearing House and the Company
Clearing House, and this arrangement inter alia is set out
herein. |
3.1.
The Company shall provide, maintain and administer the Company Clearing
House in accordance with the Clearing House Rules and in a manner compatible
with good practice and sound financial principles.
3.2.
The Company shall be responsible for all account administration and for payments
to and from the Operators and shall account to the Service Provider for all
payments owing to or due from the Microgaming Operators.
3.3.
The Company shall keep and present the Service Provider daily with proper
accounts of all amounts owing between the Company Clearing House and the
Microgaming Clearing House.
3.4.
The Company shall be responsible for all payments due to Operators, and shall
not be responsible for any payments due to Microgaming Operators.
3.5.
The Company shall be responsible and liable for all payments that must be made
from the Company Clearing House to the Microgaming Clearing House, in accordance
with the Clearing House Rules.
3.6.
All amounts over the sum of US$20,000 owing from the Company Clearing House
to
the Microgaming Clearing House at the end of a day shall be paid
daily.
4.
Duties Of The Service Provider
4.1.
The Service Provider shall pay a deposit to the Company in the amount of
US$20,000 (the "Deposit") for the purposes set out in rule 5 of Schedule 1
hereto.
4.2.
The Service Provider shall be responsible and liable for all payments that
must be made from the Microgaming Clearing House to the Company Clearing
House.
4.3.
The Service Provider shall be responsible for all payments due to the
Microgaming Operators, and shall not be responsible for any payments due
to
Operators.
4.4.
All amounts over the sum of US$20,000 owing from the Microgaming Clearing
House
to the Company Clearing House at the end of a day shall be paid
daily.
5.
Termination
5.1.
This Agreement will terminate immediately upon termination of the Software
Agreement for any reason whatsoever.
6. General
6.1.
Confidentiality
|
|
6.1.1. |
Each
party will take all proper steps to keep confidential all Confidential
Information (which shall include the terms and existence of this
Agreement) of the other which is disclosed to or obtained by it pursuant
to or as a result of this Agreement, and will not divulge the same
to any
third party and will allow access to the same to its own staff only
on a
"need to know" basis, except to the extent that any such Confidential
Information becomes public through no fault of that party. Upon
termination of this Agreement, each party will return to the other
any
equipment and written data (without retaining copies thereof) provided
for
the purposes of this Agreement. The obligations and restrictions
in this
clause shall remain in force notwithstanding the termination or expiry
of
this Agreement for whatever reason. Confidential Information means,
for
the purposes of this Agreement, all information disclosed by one
party to
the other, whether disclosed orally or in written form and may include
information relating to the disclosing party's research, products,
software, services, development, creative projects, inventions, processes,
designs, drawings, engineering, marketing or
finances.
|
6.2. Notices
|
|
6.2.1. |
Any
notice to be given under this Agreement shall be either delivered
personally or sent by telefax, or by first class recorded delivery
post
(airmail if overseas). The address for service of each party is its
registered office or any other address for service previously notified
to
the other parties. A notice is deemed to have been served as
follows:
|
| |
|
6.2.1.1.
if personally delivered, at the time of
delivery; |
| |
|
6.2.1.2.
if posted, at the expiration of 48 hours or (in the case of airmail)
7
days after the envelope containing it is delivered into the custody
of the
postal authorities. |
| |
6.2.2. |
In
proving service it is sufficient to prove that personal delivery was
made,
or that the envelope containing the notice was properly addressed and
delivered into the custody office of the postal authority as a prepaid
first class recorded delivery or airmail letter (as
appropriate), or that a proper telefax report print out was
obtained. |
| |
|
6.3.1. The
construction, validity and performance of this Agreement shall be governed
in all respects by the laws of England. |
| |
|
6.4.1. Neither
party shall be entitled to assign this Agreement nor all or any of
their
rights and obligations hereunder without the prior written consent
of the
other. |
| |
6.5.1. |
The waiver by either party of a breach
or
default of any of the provisions of this Agreement by the other party
shall not be construed as a waiver of any succeeding breach of the
same or
other
provisions nor shall any delay or omission on the part of
either
party to exercise or avail itself of any right power or privilege that
it
has or may have hereunder operate as a waiver of any breach or default
by
the other party. |
| |
6.6.1. |
The headings
in
this Agreement
are
inserted
for
convenience only and
do not affect its construction. |
|
|
6.7.1. |
This Agreement embodies and sets forth
the
entire agreement and understanding of the parties and supersedes all
prior
oral or written agreements
understandings or arrangements relating to the subject
matter of this Agreement. Neither party shall be entitled to rely on
any
agreement, understanding or arrangement which is not expressly set
forth
in this Agreement. |
| |
6.8.1. |
This Agreement shall not be varied
or
consensually cancelled, unless
the variation or cancellation is expressly agreed in writing
by
each party. |
| |
6.9. |
Invalidity and
severability |
| |
6.9.1. |
If
any provision of this Agreement shall be found by any court or
administrative body of competent jurisdiction to be invalid or
unenforceable the invalidity or unenforceability of such provision
shall
not affect the other provisions of this Agreement and all provisions
not
affected by such invalidity or unenforceability shall remain in full
force
and effect. The parties hereby agree to attempt to substitute for any
invalid or unenforceable provision a valid or enforceable provision
which
achieves to the greatest extent possible the economic legal and commercial
objectives of the invalid or unenforceable
provision. |
| |
6.10.1. |
This Agreement may be executed in any
number
of counterparts with the same effect as if all parties hereto had all
signed the same document. All counterparts shall be construed together
and
shall constitute one and the same original
agreement. |
AS
WITNESS WHEREOF the hands of the duly authorised representatives f the parties
on the date first before xxxx:
For
and
.on behalf of
Mahjong
Systems (Cyprus) Limited
|
____________________________________________
|
____________________________________________
|
| Director |
Director/Company
Secretary |
For
and
on behalf of
Iron bridge Limited
|
____________________________________________
|
____________________________________________
|
| Authorized Signature |
Authorized
Signature |
SCHEDULE
1
Clearing
House Rules
(Clause
1.8)
| 1. |
The Company shall keep account of all monies paid
by and
to all players in all games of mahjong, as well as the Operator or
Microgaming Operator that each player originates from, and all Winnings
and winners paid as -a result of
the outcome of each game. |
| 2. |
The
Winnings of each game shall be determined and aggregated on a monthly
basis within 10 days of the end of each calendar month in respect of
all
mahjong gameplay which occurred during the previous calendar month.
The
Microgaming Network Rake applicable for such Winnings, less the MSL
Fees
(as defined in the Software Agreement), shall be paid over to the Service
Provider not later than 10 days after the end of each calendar
month. |
| 3. |
The
Microgaming Network Rake shall be determined by apportioning the
Rake
between the Company and Microgaming for each game in accordance with
the
number of players in each game from each of the Company and
Microgaming.
|
| a. |
For
example, if tuvo out of four players in a game are from the Company,
the
Rake is split equally between the Company and Microgaming. if three
out of
four players in a game are from Microgaming then three quarters of
the
Rake for that game goes to Microgaming and one quarter to the
Company. |
| 4. |
The
Winnings, less the Rake as apportioned above, shall be retained by
the
Company for all games in which the winners are from Operators, and,
for
all games in which the winners are from Microgaming Operators, shall
be
paid over to the Service Provider on a monthly basis at the same
time as
the Microgaming Network Rake (less the MSL Fees) is to be paid to
the
Service Provider in terms of Rule 2
above.
|
| 5. |
All
amounts lost by players from Microgaming Operators to players from
Operators
shall be deducted by the Company from the Deposit and paid
over
to
the Operators.
|
| 6. |
Service
Provider shall pay the Deposit referred to in clause 4.1 to the Company
to
cover the maximum anticipated negative balance in any month. The
amount of the Deposit may be adjusted higher or lower at any time
when
necessary to avoid a negative
balance.
|
5
