EXHIBIT 10.20
EXCLUSIVE DISTRIBUTORSHIP AGREEMENT
This Distributorship Agreement (the "Agreement") is
entered into this ____ day of _________, 1997, and is effective
_____________, 1997 (the "Effective Date"), between CASINOVATIONS
INCORPORATED, a Washington Corporation, United States of America,
having its registered address at 0000 Xxxxx Xxxxxxxx Xxxxxxx,
Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000, XXX ("Manufacturer") and
Belgian Gaming Technology, a Belgian corporation, having its
registered address at Xxxxxxxxxxx 000, X-0000 Xxxx, Xxxxxxx
("Distributor").
THE PARTIES RECITE:
A. Manufacturer develops, manufactures, and sells
various types of casino equipment for lawful markets worldwide;
B. Distributor desires to obtain the exclusive
distributorship for the Manufacturer's products for sale in a
limited territory; and
C. The parties desire to enter into this agreement to
establish the terms and conditions of their distributor
relationship.
NOW THEREFORE, it is agreed between the parties as
follows:
ARTICLE 1
DISTRIBUTOR APPOINTMENT, PRODUCTS AND TERRITORY
1.01. APPOINTMENT AND PRODUCTS. Manufacturer hereby
appoints the Distributor, upon the terms and conditions of this
Agreement, exclusive rights to market and sell its Products in
the Territory defined herein. For purposes herein, the term
"Products" shall be defined as those products listed on Schedule
1, attached hereto and incorporated herein by reference.
1.02 TERRITORY. The exclusive distributorship provided
by this Agreement shall be limited to the Territory described in
Schedule 2, attached hereto and incorporated herein by reference.
1.03 EXCLUSIVE. The Distributor agrees not to buy, sell
or otherwise deal within the Territory, any items which may be
competitive with the Products unless otherwise authorized by
Manufacturer in writing. The Manufacturer agrees not to sell its
Products in the Territory except as authorized herein. The
Distributor further agrees not to solicit, accept orders for or
sell or deliver outside the Territory the Products.
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ARTICLE 2
DEVELOPMENT OF TERRITORY, SALES AND SERVICE
2.01 BEST EFFORTS. Distributor hereby accepts such
appointment and agrees at its own expense to devote its best
efforts to promote the distribution and sale of the Products in
the Territory to its maximum potential.
2.02 ADVERTISING. From time to time special promotion
measures may be taken by either party such as magazine
advertisements, exhibitions, or other marketing tools. For the
protection of the Manufacturers good will, the Distributor shall
not use any advertising or promotional materials unless such
materials are supplied by the Manufacturer or are approved in
writing by the Manufacturer. Expenses of joint sales promotions
shall be borne on a fifty-fifty (50-50) basis, to a maximum amount
of US $5,000.00 each per annum, and will require prior written
approval by both parties.
2.03 TRAINING. Manufacturer agrees to provide
technical training to Distributor's staff and/or customers at
Distributor's facility in Belgium without compensation.
Distributor or Distributor's customers shall bear round trip
airfare costs to said facility. Manufacturer will provide
reasonable accommodation and meals for Distributor's
technician(s) to be dispatched in this regard.
ARTICLE 3
WARRANTY
3.01 WARRANTY. The Manufacturer warrants to the
Distributor, for up to twelve months after delivery, that each of
the Products are free from any defects in design, material and
workmanship as it pertains to its intended use. This warranty
does not cover any Products that have been repaired or altered
outside of the Manufacturers control so as to affect its
stability or reliability, nor which have been subject to misuse,
negligent acts or accidents. This warranty is limited to the
repair or replacement of any defective part of any Product. The
choice to repair or replace a part remains the sole discretion of
the Manufacturer.
3.02 LIMITATIONS. THIS WARRANTY IS EXPRESSLY IN LIEU
OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED AND OTHER
OBLIGATIONS OR LIABILITIES ON THE PART OF THE MANUFACTURER AND IN
NO EVENT SHALL THE MANUFACTURER BE LIABLE TO THE DISTRIBUTOR FOR
SPECIAL OR CONSEQUENTIAL DAMAGES BEYOND THOSE DAMAGES EXPRESSLY
PROVIDED HEREIN. THIS WARRANTY RUNS ONLY TO THE MANUFACTURER AND
NOT TO ANY END-USER OR THIRD PARTY.
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3.03 EXERCISE OF WARRANTY. The Distributor shall
notify the Manufacturer in writing and within fifteen (15) days
from the discovery of any defect in the Products subject to the
warranty. Upon notice, the Manufacturer shall notify the
Distributor within ten (10) days of whether the Manufacturer
deems the defect to be covered by this Warranty.
3.04 SPARE PARTS. Together with the first shipment of
the Products after the execution of this Agreement, Manufacturer
will provide Distributor with an appropriate number of spare
parts at no cost, so that Distributor may supply the same to its
customers in the Territories. For additional terms and
conditions of the supply spare parts such as quantity, prices,
payment term shall be negotiated within a reasonable period of
time after the effective date of this Agreement. Manufacturer
agrees that the price of spare parts shall allow for reasonable
xxxx-up by Distributor consistent with other discounts on
Manufacturer's Products.
3.05 INVENTORY. Distributor may keep all faulty parts
replaced and maintain updated proper stock records and provide
them to Manufacturer, if it so desires, so as to keep adequate
stock level of spare parts.
ARTICLE 4
PAYMENT, PRICE, AND DELIVERY
4.01 PRICE. The Distributor shall pay Manufacturer in
United States Dollars (USD), for all Products ordered and
shipped at the prices set as per Schedule 3, incorporated herein
by this reference.
4.02 DELIVERY. All Products shall be delivered FOB Las
Vegas, Nevada, as the term is defined in the Uniform Commercial
Code, NRS Sec. 1.04, et seq. Passage of title to the goods and risk
of loss shall pass to the Distributor upon delivery to the
carrier by the Manufacturer from its Distribution Center in Las
Vegas, Nevada.
4.03 CREDIT. the Manufacturer reserves the right to
delay any delivery or shipment if it determines that the
Distributor's credit or ability to pay for the Products is
materially impaired.
ARTICLE 5
ORDER AND SHIPMENT
5.01 ORDERS. All purchase orders for the Products
placed by Distributor with Manufacturer shall be subject to the
provisions of this Agreement. Any provision of any "special"
order that is inconsistent with this Agreement or that may seek
to impose
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any additional obligations upon Manufacturer shall be null and
void unless approved in writing by both parties. Manufacturer
will endeavor, so far as it may be practicable for it to do so,
to fill such orders, but shall be under no liability to
Distributor for any omission to do so, irrespective of the
reason, nor shall any partial shipment or shipments against any
order impose any liability upon Manufacturer with respect to the
undelivered balance of any order.
5.02 APPLICABLE LAW. All sales made under this
Agreement shall be in accordance with and interpreted U.S. law.
5.03 FORCE XXXXXX CLAUSE. Manufacturer shall not be
responsible or liable for any loss, damage detention, or delay
caused by fire, strike, civil or military authority, governmental
restrictions or controls, insurrection or riot railroad, marine
or air embargoes, lockout, tempest, accident, breakdown of
machinery, yield problems, delay in delivery of materials by
other parties, or any cause which is unavoidable or beyond its
reasonable control; nor in any event for consequential damages.
ARTICLE 6
RELATIONSHIP OF THE PARTIES AND WARRANTIES
6.01 RELATIONSHIP. Distributor is an independent
contractor and in no way an agent of Manufacturer, its being
expressly agreed that the only relationship created by this
Agreement is that of Manufacturer and Distributor. This
Agreement does not form a joint venture or partnership
relationship in any form. Distributor agrees not to make any
representation, promise, guarantee or warranty on Manufacturer's
behalf. Distributor further agrees that it has no authority to
assume or create any obligation on Manufacturer's behalf, express
or implied, regarding Manufacturer's Products or otherwise.
Manufacturer only warrants the Products sold by it to Distributor
as indicated herein. In no event shall Manufacturer be liable
for damages by reason or failure of any products to function
properly or for consequential or special damages.
6.02 WARRANTIES. The Distributor represents and
warrants as follows:
(a) That the Distributor has all necessary authority
to enter into this Agreement and that all corporate
authorizations have been obtained.
(b) That the execution of this Agreement will not
violate any rule, statute or laws of the Territory.
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(c) That the execution of this Agreement by the
Distributor will not conflict or cause a breach by the
Distributor of any contract the Distributor may be a party to.
The Distributor agrees to indemnify and hold harmless
the Manufacturer from any and all liabilities, claims or damages
suffered by the manufacturer by reason of the representations not
being accurate.
ARTICLE 7
RECORDS AND REPORTS
The Distributor shall maintain a complete record of all
Products sold by the Distributor and furnish such data to
Manufacturer upon its request. The Distributor agrees to permit
the Manufacturer to inspect, within ten (10) days written notice,
any related records and documents upon its request.
ARTICLE 8
CUSTOM PRODUCTS
Custom products, for purpose of Agreement, are defined
as products which have specific function unique to a customer.
All orders for custom products must be approved in writing by
Manufacturer prior to acceptance by Distributor. Thereafter,
Distributor will promptly notify Manufacturer of any
circumstances which may affect that order and Manufacturer will
keep Distributor informed of its progress in fulfilling such
order.
ARTICLE 9
TERM AND TERMINATION
9.01 TERM. This Agreement shall remain in full force
and effect for a period of five (5) years from the Effective Date
hereof, or until such earlier date as of which it may be
terminated as hereinafter provided. If for any reason whatsoever
the relations between the parties shall continue beyond the said
term hereof without written formal agreement as to the terms and
conditions thereof, such continuance of relations shall not be
deemed a renewal or extension of said term beyond the said
expiration date and the same shall be subject to immediate
termination upon notice by either party to
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the other, but shall in all respects be deemed to be subject to
terms and conditions identical with those contained herein.
Manufacturer and Distributor shall meet for an evaluation of
Distributor's sales efforts after 6 months from the date of this
Contract to determine that sufficient sales and marketing efforts
are being put forth by Distributor. Should it be determined that
sales and marketing efforts are insufficient, it will be deemed
as termination for cause.
9.02 TERMINATION FOR CAUSE. If either party hereto
shall fail to perform any of the obligation imposed upon it
hereunder, the other party shall have the right as its option, to
terminate this Agreement by giving thirty (30) days' written
notice. The party alleging breach of this Agreement shall have
thirty (30) days from the date of receipt of notice to cure such
breach. Failure to cure shall cause this Agreement to terminate
within thirty (30) days of receipt of notice. In the event of a
termination due to Distributor breach, Manufacturer reserves the
right to purchase from the Distributor and the Distributor shall
sell to Manufacturer any Products not sold which the Distributor
may have on hand, at the time of such termination. Such
repurchase, If any, shall be at the same price the Products were
originally purchased by the Distributor, less a ten percent (10%)
repurchasing and shipping discount.
9.03 ASSIGNMENT OF ORDERS UPON TERMINATION. Upon
termination or expiration of this Agreement for any cause
whatsoever, Manufacturer will, subject to all the terms hereof,
complete its obligations hereunder as to any orders received from
the Distributor and accepted by Manufacturer prior to the
termination or expiration of this Agreement. One year
thereafter, Manufacturer or a new Distributor may complete any
transaction inaugurated by Distributor but not therefore
resulting in an accepted order. Upon such termination or
expiration the Distributor shall immediately discontinue all
promotion and advertising with respect to Manufacturer's
Products.
9.04 CONTINUED OBLIGATIONS. Neither the expiration nor
the termination of this Agreement shall release either party from
the obligation to pay any sum that may be owing or from the
obligation to perform any other duty or to discharge any other
liability that has been incurred prior thereto. Subject to the
provisions of the immediately preceding sentence, however,
neither party shall by reason of the expiration or termination of
this Agreement be liable to the other for compensation or damage
on account of the loss of present or prospective profits on sales
or anticipated sales, or expenditures, investments, or
commitments made in connection therewith or in connection with
the establishment, development or maintenance of Distributor's or
Manufacturer's business or goodwill.
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9.05 GROUNDS FOR IMMEDIATE TERMINATION. Either party
shall be entitled to immediately terminate this Agreement by
notice in writing to the other for any of the following events:
(a) A of petition of bankruptcy or insolvency;
(b) Any adjudication of any bankruptcy or insolvency;
(c) The filing of any petition seeking reorganization
or readjustment or arrangement of the business under any law
relating to bankruptcy or insolvency;
(d) The appointment of a receiver for all or
substantially all of the property of either party;
(e) The making of any assignment or attempted
assignment for the benefit of creditors;
(f) The institution of any proceeding for the
liquidation or winding up of business or for the termination
of its corporate charter.
ARTICLE 10
EXTRA-TERRITORIAL SALES
Without prior written consent of Manufacturer in each
instance, Distributor shall not, directly or indirectly, offer
for resale, sell or ship Products and/or replacement parts
outside of the Territory. Inquiries from customers or potential
customers outside the Territory shall be promptly referred to
Manufacturer, who will reply in writing if the Distributor may
pursue. Likewise, Manufacturer agrees that inquiries received
from customers or potential customers in the Territory shall be
referred to Distributor.
ARTICLE 11
PRODUCT CHANGES
Manufacturer reserves the right, from time to time,
without incurring any obligation to Distributor to discontinue
any Products or type thereof, to alter the design or construction
thereof, and/or add new and additional types thereof to its line
and in the event of any such action on Manufacturer's part, it
shall give Distributor no less than thirty (30) day notice
thereof. Any product change shall not affect any pending orders
placed by Distributor.
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ARTICLE 12
MARKET REPRESENTATIONS
Distributor acknowledges and agrees that Manufacturer
has made no statements or representations as to the size of the
market for the Products or as to the amount of profits to be
received by Distributor. Distributor acknowledges that in
entering into this Agreement it is relying entirely on its own
estimate as to the market for the Products, but warrants no level
of sales upon which Manufacturer may rely.
ARTICLE 13
13.01 CONFIDENTIALITY.
Distributor agrees to hold all marketing, sales,
business and technical information regarding Manufacturer, its
products or its customers ("Confidential Information" more
specifically defined herein below) in the strictest confidence
and disclose no such information to any third party during the
term of this Agreement and for three (3) years after its
termination or cancellation.
13.02 DISCLOSURE OF CONFIDENTIAL INFORMATION.
(a) DEFINITION. "Confidential Information" shall
mean and include all records of the accounts of customers, route
books, customer lists, and any other records and books relating
in any manner to the customers and/or suppliers of the
Manufacturer (whether such records, books or lists are prepared
by the Distributor or otherwise come into the possession or use
of the Distributor). "Confidential Information" shall also mean
and include any product information, technical data, know-how,
specifications, processes, drawings, sketches, formulas,
computations and any other information of any kind whatsoever,
whether written or not, concerning any process, manufacture,
composition of matter, plant, design, idea, method, system or
plan in which the Manufacturer has a possessory interest and
which becomes known to Distributor.
"Confidential Information" shall also mean and
include any accounting, sales, advertising, marketing or
management information, methods or techniques, any business
plans, any computer programs and routines of the Manufacturer and
any other information of any kind whatsoever, whether written or
not, concerning, directly or indirectly, the Manufacturer, its
plans, programs or operations, which information is not generally
known in the businesses or industries in which the
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Manufacturer is or may become engaged during Distributor's term
of this Agreement.
The term "Confidential Information" includes all property rights
in the Products, including related trade names, trademarks, logo
types, insignia, trade designs, trade secrets, patents,
copyrights, product designs, materials, operating methods and /or
procedures, control systems, marketing secrets, consensual
engineering and product evaluations and or reviews related to the
Product.
(b) RESTRICTION ON USE. Any Confidential
Information received or developed by Distributor shall be used
only in the conduct by the Distributor of carrying out the
objections and terms of the Distributorship Agreement. Such
Confidential Information shall not be used by Distributor for any
other purpose unless otherwise directed or authorized in writing
by the Manufacturer.
(c) PROTECTION OF CONFIDENTIAL INFORMATION. The
Manufacturer and the Distributor expressly recognize and
acknowledge that any Confidential Information disclosed to or
developed by Distributor will not, at any time either during the
term of this Agreement, or three years thereafter, in any manner,
either directly or indirectly be divulged, disclosed, or
communicated to any person, firm or corporation, or any other
business entity by the Distributor, nor shall the Distributor use
for his own benefit or for any other purpose than the exclusive
benefit of the Manufacturer, its subsidiaries, successors, or
assigns, Confidential Information or any information whatsoever
concerning matters affecting or relating to the business of the
Manufacturer which the Distributor knows or has reason to know
would be valuable to competitors or potential competitors of the
Manufacturer, including but not limited to, Confidential
Information or information relating to the Manufacturer's
relationships with actual or potential customers or suppliers and
to the needs and requirements of any such actual or potential
customers. Furthermore, but not by way of limitation of the
foregoing, the Distributor shall not (i) make known to any firm,
person or corporation the names or addresses of any of the
customers of the Manufacturer or any other information pertaining
to them or (ii) call on, solicit, or take away or attempt to call
on, any of the customers of the Manufacturer on whom the
Distributor called or with whom he became acquainted during this
Agreement, either for itself or for any other person, firm or
corporation.
(d) RETURN OF CONFIDENTIAL INFORMATION. Upon the
Manufacturer's request, the Distributor shall return (or destroy
if requested by the Manufacturer) to the Manufacturer all
originals and copies of all documents pertaining to the
Confidential Information, including records, descriptions,
modifications, negatives, drawings, adaptations, or preliminary
drafts. The Distributor shall, upon request of the Manufacturer,
sign an affidavit acknowledging the compliance of this paragraph.
13.03 DAMAGES. The Manufacturer shall be entitled to
receive all damages, whether in equity or at law, relating to the
Distributor's breach of this clause, including
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but not limited to the following non-cumulative remedies:
(a) Injunctive relief to enjoin the Distributor from
dissemination Confidential Information in violation of this
Agreement;
(b) Consequential damages, compensatory damages,
punitive damages and attorney fees and costs;
(c) Indemnification to the Manufacturer for any and
all costs and expenses that the Manufacture may incur in
enjoining or preventing the unauthorized use of the Confidential
Information by third-parities who obtain the Confidential
Information from the Distributor in violation of this Agreement.
13.04 OWNERSHIP. The parties agree that ownership of
the Confidential Information shall remain vested with the
Manufacturer and the Distributor agrees to execute any and all
necessary documents to effectuate this result.
ARTICLE 14
NON ASSIGNMENT AND NOTICE OR CERTAIN CHANGES
Without Manufacturer's prior written consent, neither
this Agreement nor any interest therein shall be transferable or
assignable by Distributor, by operation of law or otherwise.
Distributor shall immediately notify Manufacturer in writing of
any substantial change in the ownership, financial interests or
active management of Distributor. Manufacturer may assign this
agreement to a subsidiary or successor in interests.
ARTICLE 15
GOVERNMENTAL PERMITS AND LICENSES
Distributor shall obtain at its own expenses all
necessary governmental permits/licenses for but not limited to
the importation, sale , installment, operation, repair,
maintenance and bear the cost such as, but not limited to import
duty and any other related taxes imposed into the Territory of
the Products purchased by Distributor. Manufacturer shall pay
for any permits, licenses or taxes specifically applicable to
Manufacturer.
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ARTICLE 16
RELEASE FROM CLAIMS
In consideration of the execution of this Agreement by
Manufacturer, Distributor hereby releases Manufacturer from all
claims, demands or other liabilities, pending as of the date of
entering this Agreement by Distributor, except indebtedness due
under a written contract with Manufacturer or a written warranty
issued by Manufacturer.
ARTICLE 17
USE OF NAME AND TRADE-MARKS
Distributor shall not use in its corporate firm or
business name or allow to be used by others, insofar as it may
have any power to prevent such use the name "CASINOVATIONS" or
any other trade name or trade-xxxx adopted by Manufacturer on or
for its business or Products or any words or names or combination
of words or names closely resembling any of them provided;
however, that during the term hereof Distributor shall have the
right to and shall indicate to the public and to the trade by
names of advertising, pamphlets, letterheads or other media for
the purpose of selling the Products in and for the Territory that
the Distributor is the authorized distributor of the Products.
Upon the expiration or termination of this Agreement,
Distributor, forthwith shall discontinue the use of the name
"CASINOVATIONS" and of any other name or names or any combination
of words or design or trade-xxxx or trade names that would
indicate or tend to indicate that Distributor was or is a
distributor of the Products.
ARTICLE 18
NO LICENSES IMPLIED OR GRANTED
No licenses are granted or implied by this Agreement
under any intellectual property owned or controlled by
Manufacturer or under which Distributor has any rights except the
right to buy, sell and deal in the Products furnished by
Manufacturer. No rights to manufacture are granted by this
Agreement. Distributor agrees that it will not
remove or alter Manufacturer's patent number or other marks
affixed to the Products or permits the same to be done.
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ARTICLE 19
MISCELLANEOUS
19.01 WAIVER. The failure of either party at any
time to require performance by the other party of any provisions
hereof shall in no way affect the full to require such
performance at any time thereafter. Nor shall the waiver by
either party of a breach of any provisions hereof be a waiver of
any succeeding breach of the same or any other such provisions or
be a waiver of the provision itself.
19.02 BINDING VERSION. The official and binding
version of this Agreement shall be English irrevocable of the
language into which it may be translated.
19.03 NOTICES. Any notice herein required or
permitted to be given shall be in writing and may be personally
served or sent by facsimile or mail and shall be deemed to have
received if personally served when served, if mailed on the fifth
business day after deposit in the U.S. mail, as the case may be,
with airmail postage prepaid and properly addressed. For
purposes hereof the address of the parties hereto (until a change
thereof is given as provided in this Section) will be as follows:
Manufacturer: Distributor:
CASINOVATIONS INCORPORATED BELGIAN GAMING TECHNOLOGY
0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxx 000
Xxx Xxxxx, Xxxxxx 00000 XXX X-0000 Xxxx, Xxxxxxx
Attn: Xx. Xxxxxx X. Xxxx Attn: Mr. Johan de Temmmerman
Phone: 0-000-000-0000 Phone: 000-00-0-000-0000
Fax: 0-000-000-0000 Fax: 000-00-0-000-0000
19.04 GOVERNING LAW. This Agreement shall be
governed and construed in accordance with the laws of the state
of Nevada excluding any law or principle which would apply the
law of any other jurisdiction. The rights and obligations of the
parties shall not be governed by the provisions of the U.N.
Convention on Contracts for the International Sale of Goods.
19.05 ARBITRATION. Both parties herein agree to
the following method of the arbitration (other than disputes
requiring injunctive relief):
(a) Any dispute, issue, or difference of opinion
arising from parties hereto out of or relating to this
Agreement, or the breach thereof, shall be finally
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settled by arbitration in the United States in accordance
with the Commercial Arbitration Rules of The Arbitration
Association, unless otherwise agreed between the parties.
The award rendered by arbitrator(s) shall be final and
binding upon both parties.
(b) If applicable, the parties shall have the right to
conduct discovery, provided that the arbitrator(s) may order
that any particular discovery initiated by a party be taken
if the arbitrator(s) determine that such discovery is
reasonably necessary for the presentation of the requesting
party's case.
(c) The language of the arbitration shall be English.
(d) In the event of arbitration concerning this
Agreement, the prevailing party in such proceeding
shall be entitled to reimbursement from the other party for
all reasonable attorneys' fees and costs incurred with
respect to such proceeding.
(e) This provision 19.05 shall survive the expiration
or termination of this agreement for a period of three (3)
years.
19.06 EXECUTION. This Agreement shall not be
effective nor binding upon either party until signed on its
behalf by an authorized officer, nor shall any modification,
renewal, termination or waiver of any of the provisions herein
contained, or any future representation, promise condition or
waiver in connection with the subject matter hereof be binding
upon either party unless made in writing and executed by such
party in the same manner.
19.07 INTEGRATION. This Agreement sets forth the
entire agreement and understanding between the parties as to the
subject matter hereof and merges all prior writings and
discussions between them and neither party shall be bound by any
terms, conditions, definitions, warranties or representations
other than as expressly provided herein or as duly forth on or
subsequent to the date hereof in writing signed by the party to
be bound thereby.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their authorized representatives.
Manufacturer: Distributor:
CASINOVATIONS INCORPRATED BELGIAN GAMING TECHNOLOGY
/S/ /S/
(Signature) (Signature)
By: Xx. Xxxxxx X. Xxxx By: Xx. Xxxxx xx Xxxxxxxxx
Title: President and COO Title: General Manager
Date: 16/12/97 Date: 18/12/97
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SCHEDULE 1
PRODUCTS
The product appointed by this Exclusive Distributor Agreement
shall be the Casinovations Random Ejection Card Shuffler.
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SCHEDULE 2
TERRITORY
The Territory shall consist of all countries of the European
Commonwealth, Eastern Europe and Africa, with the exception of
the Country of South Africa, any properties owned by Sun
International, excluding International cruise ships, but
including ferry ships.
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SCHEDULE 3
PRICE
The Manufacturer agrees to offer to the Distributor a
minimum discount of twenty-five percent (25%) less than the
promoted retail price in Nevada. The Manufacturer agrees to
negotiate in good faith purchase prices for quantity and
accelerated payments. In the event of increase in the Nevada
retail price Manufacturer agrees to honor all orders received
thirty (30) days before and after notice to Distributor of such
price increase.
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