EXECUTION COPY
DATED as of December 8, 2004
CANTOR G & W (NEVADA), L.P.
and
GAMING AND ENTERTAINMENT GROUP, INC.
a Utah corporation
and
GAMING AND ENTERTAINMENT TECHNOLOGY PTY LTD
A.C.N. 091 098 985
AMENDED AND RESTATED SOFTWARE DEVELOPMENT
AND LICENSE AGREEMENT
THIS AMENDED AND RESTATED SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT
(together with all exhibits hereto, the "Agreement") is made as of the 8th day
of December 2004 between GAMING & ENTERTAINMENT GROUP, INC., a Utah corporation
("GET USA") and GAMING AND ENTERTAINMENT TECHNOLOGY PTY LIMITED ACN 091 098 985,
of Xxxxx 00 Xxxxx XX, 000 Xxxxxx Street, Bondi Junction, New South Wales,
Australia ("GET Systems") (GET USA and GET Systems are hereinafter, jointly and
severally, as "GET") and CANTOR G & W (NEVADA), L.P., a Nevada limited
partnership, the assignee of GEG Holdings, LLC, a Delaware limited liability
company, its assignee or designee (the "Client").
RECITALS
A. GET USA is the legal and beneficial owner of Software (as defined
herein) whether now existing or hereafter devised;
B. GET USA is the legal and beneficial owner of Central-Server Software
(as defined herein) whether now existing or hereafter devised;
C. The Client wishes to establish and operate a system whereby gaming
can be conducted using the Software via the Internet (or by such
other technology whether now existing or hereafter devised) in the
United States (where permitted from time and time) and elsewhere
throughout the world, enabling persons to play games for cash,
points and/or non-cash prizes or on any other basis or for any other
rewards using a computer or similar device connected to the
Internet, or any other technology, including but not limited to
wireless and wifi, whether now existing or hereafter devised.
D. GET agrees to develop and license Software (as defined herein), on
an exclusive basis, to Client which enables persons to play games
via the Internet, and/or in connection with any other technology,
whether now existing or hereafter devised, on such basis as Client
and its sub-licensees may determine in their discretion, including
but not limited to Free-Play (as defined herein) and/or Cash-Play
(as defined herein) using a computer or similar device connected to
the Internet and/or in connection with any other technology, whether
now existing or hereafter devised.
E. GET and GEG Holdings, LLC hereto entered into Software License and
Development Agreement dated as of 31st August 2004 (the "Initial
Software License") and this Agreement is being entered into for the
purpose of making certain amendments, variations and changes to the
terms of the Initial Software License with the intention that this
Agreement will supersede and replace the Initial Software License
with effect from the date hereof.
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AGREEMENT
DEFINITIONS
"Affiliate" means any natural person or entity that directly or indirectly,
through one or more intermediaries controls, is controlled by, or is under
common control with, either GET or Client.
"Approval" means the approval, license or other appropriate authorization to be
granted at Client's expense by an independent third party organization
acceptable to Client and GET which states that the Cantor Casino System or other
Client Site is in compliance with all applicable laws, rules and regulations of
the applicable jurisdiction and conforms to the standards of any Gaming
Commission (including compliance with all Gaming Commission requirements
relating to the use, operation and testing of the Cantor Casino System or other
Client Site).
"Base Games" means those Games that Client requires will be available for
Cash-Play or Free-Play, as of the Cash-Play Commencement Date, including but not
limited to:
Roulette
Blackjack (Multi-hand)
Video Poker
Baccarat
Punto Banco
Keno
Sic Bo
3-Reel Slot Machines game
5-Reel Slots Machines game
French Roulette
American Roulette
Xxxxx Xxxx (Multi player)
Pai Gow Poker
Craps
Multi-line Australian-style pokies
Bingo
Lottery
3-Reel Slot Machines game library
5-Reel Slot Machines game library
Progressive jackpots
"Business Day" means any day in which commercial banks are open in New York
City.
"Cantor Casino System" means now and at anytime in the future while this
Agreement is in effect, including but not limited to, the combination of:
(i) the Software; and
(ii) the Third Party Software; and
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(iii) the Base Games; and
(iv) the New Games; and
(v) Customizations Enhancements and/or Modifications; and
(vi) Customer Property;
including all such items on Client Sites (as defined herein).
"Cash-Play" means the playing of a Game for money.
"Cash-Play Commencement Date" means the date on which the Client first provides
access to the Cash-Play Site to enable Gaming on the Internet to be conducted by
arms length customers.
"Cash-Play Site" means the Internet website, or other technology whether now
existing or hereafter devised, to be developed by GET (or to be provided or
licensed by GET) to facilitate Cash Play in conjunction with the Cantor Casino
System.
"Central -Server Software" means the software that allows a suite of casino
Games to be played on stand alone gaming machines and networks of gaming
machines installed in casinos, licensed betting offices, amusement arcades,
bingo halls and other physical areas, (including administration, support,
banking, audit and analysis software), whether now existing or hereafter
devised.
"Charge Backs" means any approved and settled payment transactions by customers
remitting funds with respect to gaming using the Software via credit card, debit
card, bank card, electronic funds transfer and other payment services including
any internet-based payment services) which are at any time refused, returned,
debited or charged back by the relevant bank, financial institution, settlement
agent or other remitting party.
"Client Net Revenue" means (1) the aggregate each month of the Client's revenue
received from its sublicensing arrangements in respect of the Software as
calculated in accordance with paragraph (A) below less up to 25% of that
aggregate amount to cover the irrecoverable out-of-pocket costs of
communications, hosting, hardware, development and other technology related
services required in connection with the Cantor Casino System and (2) any
upfront payments received from sublicensees after deduction of the items listed
in paragraph (B) below.
(A) Client revenue from sublicensing arrangements in respect of the
Software shall comprise the Client's share of a sublicensee's Gross
Revenue generated as a result of gaming conducted using the Software
whether paid to the Client in the form of a monthly sublicence fee
for the Software and/or otherwise paid after the following have been
deducted from the Gross Revenue of that sublicensee:
(i) any amount of Negative Net Revenue in respect of the previous
month;
(ii) the direct costs of business in respect of that month which
shall comprise:
(iii) Finance Charges;
(iv) Charge Backs;
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(v) statutory levies and taxes;
(vi) regulatory licensing costs in relation to both Client (paid by
Client) and GET (either paid by Client on behalf of GET or
reimbursed to GET) provided that where such costs are not
charged on a monthly basis the Client shall calculate, and
deduct pursuant to this section, that proportion of such costs
as represents the monthly cost of the relevant licence in
proportion to its term;
(vii) marketing costs as requested by and agreed with the
sublicensee up to an amount equivalent to 15% of that
sublicensee's Gross Revenue;
(viii) any other costs agreed with GET; and
(ix) the relevant sublicensee's share of revenue, provided that the
Client shall use its reasonable efforts wherever and whenever
reasonably practicable to consult with GET as to the levels of
costs to be deducted from Gross Revenue.
(B) The Client may deduct any of the following costs from any upfront
payment received from a sublicensee in respect of the grant of a
sublicence of the Software:
(i) upfront costs incurred by the Client in connection with that
sublicence in relation to hardware, communications, staff and
other services required by the sublicensee; and
(ii) any development costs or charges paid to GET by the Client in
accordance with a Work Order or as otherwise agreed in
relation to customizations, modifications, enhancements or
developments to the Software requested by the sublicensee; and
(iii) where any upfront payment is made to Client in respect of any
sublicence of the Software in connection with the creation of
any private wireless or wifi network via which the Software
may be utilized, an amount representing the amortised
irrecoverable costs of installation/creation of such private
wireless or wifi network; and
(iv) any development costs or charges paid to GET by the Client in
accordance with the Development Work Schedule, the Site
Development Schedule or as otherwise agreed in relation to
customizations, modifications, enhancements or developments to
the Software of a general nature (i.e. that are not specific
to the requirements of a particular sublicensee) provided that
such costs or charges may only be deducted from upfront
payments until such costs and charges have been recovered by
the Client in full.
For the avoidance of doubt, "Client Net Revenue" shall not include any amounts
charged to a sublicensee by the Client in respect of maintenance and support of
the Software. Further in the event that Client Net Revenue is a negative amount
there will be no payment of Commission to GET and no obligation for GET to make
a contribution towards that negative amount to the Client.
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"Client Site(s)" means the Free-Play Site, Cash-Play Site and any other Game or
site that features a Game, or Software in such form as Client or sub-licensees
shall from time to time require.
"Commission" means a fee calculated subsequent to the Cash-Play Commencement
Date at the end of each month during the term of this Agreement equal to 15% of
Client Net Revenue (as herein defined) and, in the case only of a sublicensing
arrangement where the sublicensee is an Affiliate of the Client, an amount equal
to 5% of the Gross Revenue in respect of such sublicensing arrangement less
statutory taxes in respect of such sublicensing arrangement whichever is the
greater amount PROVIDED THAT solely in the case of any sublicensing arrangement
in respect of the Software concerning either betbetbet365 or Venetian or any
other sublicensee introduced to the Client by GEG or GET, the "Commission" shall
be a fee equal to 25% of Client Net Revenue.
"Confidential Information" means any information, which is of a confidential
nature of any of the respective parties that has been made available to or will
be made available to, or comes into the possession of, or is received by, any of
the other parties pursuant to or as a result of this Agreement, including but
not limited to information stored or recorded in whatever medium, manner or form
regarding:
(i) the business and corporate structures, operational and
administrative systems, technical analyses, sales and marketing systems, ideas
and concepts of any of the parties;
(ii) information regarding any of the parties' customers,
including but not limited to, customer databases, account databases and
marketing and other business strategies;
(iii) the financial data and structures, financial
projections, computer records and data in any form of any of the parties;
(iv) the industrial and intellectual property of each party
including business names, copyrighted material, know-how, trade marks and trade
secrets, designs or patents of any of the parties; and
(v) any information designated in writing as being
confidential by the disclosing party of such information.
; provided, however that information shall not be deemed to be
Confidential Information if it can be shown to be previously known by a party,
or is or becomes publicly known by a party through no breach of this Agreement,
is acquired by a party hereto from an un-affiliated third party through no fault
of such party hereto, is developed independently by a party hereto, or is
provided by either party hereto to a third party without similar restrictions
with respect to confidentiality.
"Core Change" means any Customization, Enhancement and/or Modification that is
incorporated into the Cantor Casino System as a standard feature, including any
Customization, Enhancement and/or Modification to conform with the requirements
of a Gaming Commission. Intellectual Property Rights in all Core Changes will be
owned by GET USA, subject to Section 4.3 of the Escrow Agreement.
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"Customer Acceptance Test" means the tests in Section 10 to be performed in
order to confirm that the Software and any Customization, Enhancement and/or
Modification perform substantially in accordance with the Specifications.
"Customer Enhancements" means a work that is Derivative Technology of or to the
Software that is not a Core Change and that is carried out by GET exclusively
for the Client. Intellectual Property Rights in Customer Enhancements will be
exclusively owned by the Client.
"Customer Property" means graphical images logos designs and representations of
items owned by or exclusively licensed to the Client or its sub-licensees where
applicable developed exclusively for the Client or its sub-licensees, where
applicable, the look and feel of the Client Sites, Base Games, and New Games,
all Client-specific software code and documentation relating to the Client Sites
and all works which are Derivative Technology of the foregoing. Intellectual
Property Rights in Software with respect to Customer Property will be
exclusively owned by the Client.
"Customization, Enhancement and/or Modification" means an alteration,
enhancement, development and/or modification to the Cantor Casino System
including but not limited to the Client Sites carried out by GET. Intellectual
Property Rights in Customizations, Enhancements and/or Modifications will be
owned by GET USA unless otherwise agreed in a Work Order and in all cases,
subject to the provisions of Section 4.3 of the Escrow Agreement; except that
Intellectual Property Rights in the Customer Property will be owned by the
Client.
"Deliverables" means all Software and components or parts of the Cantor Casino
System, which shall be delivered to Client in accordance with the Site
Development Schedule, attached to this Agreement as Exhibit D or as supplemented
from time to time.
"Derivative Technology" shall mean: (i) for copyrightable or copyrighted
material, any translation (including translation into other computer languages),
porting, modification, development, enhancement, correction, addition,
extension, upgrade, improvement, compilation, abridgment or other form in which
an existing work may be recast, transformed or adapted; (ii) for patentable or
patented material, any improvement thereon; and (iii) for material which is
protected by trade secret, any new material derived from such existing trade
secret material, including new material which may be protected by copyright,
patent and/or trade secret.
"Development Work Schedule" means the work schedules attached to this Agreement
as Exhibits H.1, H.2 and H.3 detailing those of the development works set out in
the Site Development Schedule and any other development works that shall be
carried out with effect from the date of the Initial Software License (i.e. 31
August 2004). "Development Work Schedule" further means on an ongoing basis
further schedules agreed on a monthly basis by GEG and the Client, commencing
three months prior to the end of the Development Work Schedule set out in
Exhibit H-3, detailing those of the works set out in the Site Development
Schedule and any other development works or maintenance and support works that
shall be carried out in the next proceeding three months. Where necessary such
schedules detail the GET employee resource required to carry out the development
work specified subject to the availability of such GET employee resource, and
such GET employee resource shall be provided at the rates set out in Exhibit L.
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"Documentation" means complete copies of GET's documentation, in human or
machine-readable format, in any medium whether now known or hereinafter devised,
including but not limited to standard manuals, program listings, data models,
flow charts, logic diagrams, input and output forms, functional descriptions,
operators manuals, installation manuals and other instructions which detail the
operation, technical specifications and procedures in connection with the Cantor
Casino System, as more fully described on Exhibit B hereto.
"DR Location" means an operational and production disaster recovery facility at
which bets may be physically recorded and outcomes may be decided.
"Error" means failures in the Software, data corruption or any other situation
where the Client advises that the Software, the Client Sites, the Cantor Casino
System, or the Base Games do not perform in accordance with the Specifications
or any of the requirements of this Agreement.
"Escrow Agreement" means that certain Amended and Restated Source Code Escrow
Agreement of even date hereof by and among GET, BMM International Pty Limited
and Xxxxxxxx Xxxx & Brandeis, LLP.
"Event of Insolvency" means, in relation to a party to this Agreement, that a
party hereto petitions for or consents to any relief under any bankruptcy,
reorganization or similar statute, makes an assignment for the benefit of its
creditors, or petitions for the appointment of a receiver, liquidator, trustee
or custodian of all or a substantial part of its assets, or a receiver,
liquidator, trustee or custodian is appointed for all or a substantial part of
its assets and is not discharged within sixty (60) days after the date of such
appointment.
"Exclusive Period" means the period commencing on the date hereof and continuing
in perpetuity,
"Facility" means that certain Loan Facility and Investment Agreement of even
date hereof by and between Gaming & Entertainment Group, Inc. and GEG Holdings,
Inc., and all documents to be entered into in connection therewith, including
but not limited to the "Security Agreement", the "Secured Facility Note", the
"Debt Warrant", the "Equity Warrant" and the "Option Agreement", as each of
those terms are defined in the Facility.
"Finance Charges" means the processing costs of credit and debit card payments.
"Free-Play" means the playing of a Game for points or non-cash prizes.
"Free-Play Site" means the Internet website or other technology whether now
existing or hereafter devised, to be developed by GET (or to be provided or
licensed by GET) to facilitate Free-Play in conjunction with the Cantor Casino
System.
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"Force Majeure" means an act, omission or circumstance relied on by one of the
parties to this Agreement as a force majeure event and over which that party
could not reasonably have exercised control including but not limited to acts of
God, acts or omissions or delays of third parties which are beyond the
reasonable control of that party and which that party is unable to overcome by
the exercise of reasonable diligence at a reasonable cost, strikes, riots, acts
of war, epidemics, legislative change, fire earthquakes or other natural
disasters.
"Gaming" means the playing of a Game for monetary advantage through the
placement and acceptance of bets or wages for money.
"Game" means a game of chance or a game that is a game requiring skill or a game
that is partly a game of chance and partly a game requiring skill, including but
not limited to Base Games and New Games, whether in existence now or in the
future.
"Gaming Commission" means:
(i) all applicable government authorities or regulatory bodies
concerning gaming and gambling activities of any nature whatsoever, including
the acceptance or processing of bets or xxxxxx, including without limitation the
Nevada Gaming Commission, the Nevada State Gaming Control Board and the Alderney
Gambling Control Commission; and
(ii) any replacement or successor authority or body which
assumes all or part of the regulatory functions currently the responsibility of
the above body or bodies and any of their duly authorized representatives and
delegates from time to time.
"Gross Revenue" means the gross amounts staked by persons playing Games via the
Software less the gross winnings of such persons.
"Intellectual Property" and "Intellectual Property Rights" means any and all of
GET's (and its subsidiaries' and Affiliates) proprietary and other rights in and
to (i) all trading, financial, marketing and business information and data; (ii)
trade secrets and other confidential or non-public business information,
including invention records and technical data, business and marketing plans,
licensing records, and all other know-how, whether or not protected by patent,
copyright or trade secret law; (iii) copyright, trademark, service marks, brand
names, certification marks, trade dress, assumed names, trade names, design,
patent including design patents and utility patents, reissues, divisions,
continuations in part and extensions thereof) and other intellectual property of
any nature whatsoever (including all applications for registration therefore and
all renewals, modifications and extensions thereof); (iv) computer systems,
including all computer and peripheral hardware, firmware and software (in both
object and source code formats in any programming language), databases,
algorithms, operational procedures and all documentation therefore, in each case
including all copyrights therefore and all computer languages; (v) any claims or
causes of action arising out of or related to any infringement or
misappropriation of any of the foregoing; in each case in any jurisdiction and
(vi) any and all copyright, trademark, design, patent and other intellectual
property rights of any kind whatsoever, respectively
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"Initial Customizations" means the Customizations, Enhancements and/or
Modifications that the Client requires GET to develop as of the date of this
Agreement as set forth on Exhibit C hereto.
"Internet" means the worldwide connection of computer networks providing for the
transmission of electronic mail, on-line information, information retrieval and
file transfer protocol.
"Location" means an operational and production facility where bets are
physically recorded and outcomes are decided, which may involve geographically
distant and electronically linked physical locations and locations outside the
Premises, and may include one or more DR Locations but for the purposes of
operation of the Client Sites operates as a single operational and production
facility.
"Negative Net Revenue" means any amount by which the aggregate gross winnings of
persons playing games via the Software exceeds the aggregate gross stakes of
such persons.
"New Games" means any new Games which the Client may from time to time and at
any time request that GET develop for Client or Client's sub-licensees.
"Premises" means a site nominated by the Client as its base for operation of the
Cantor Casino System, subject to change at Client's discretion, subject to
Client providing reasonable advance notice to GET prior to such change.
"Sales Tax Amount" means, in relation to a Payment, an amount arrived at by
multiplying the Payment (or the relevant part of a Payment if only part of a
Payment is the consideration for a taxable supply) by the appropriate rate of
Sales Tax, Goods & Services Tax and/or Value Added Tax.
"Site Development Commencement Date" means the date of this Agreement.
"Site Development Completion Date" means the date agreed between the parties as
set forth in the Site Development Schedule for completion of development of each
of the Client Sites or such other date as the parties agree in writing.
"Site Development Fees" means with effect from the date of the Initial Software
License for a period of six months $60,000 a month payable 30 days in arrear and
thereafter the payment of up to $60,000 a month payable 30 days in arrear in
line with the projected fees set out in each Development Work Schedule, plus
out-of-pocket travel expenses approved by the Client in advance, to pay for
employees of GET (which is currently anticipated to be 6-10 employee full time
equivalents at GET's current rates as set out in Exhibit L (with such increases
and decreases as may be agreed to by Client)) subject to documentation described
below. The Site Development Fee shall be subject to a minimum payment of $10,000
a month or such greater amount as shall be agreed if the Client wishes GET to
continue to provide the support and maintenance services described in clause 5.
The relevant employees of GET shall work to carry out such development,
maintenance and other services as Client may require including but not limited
to developing the Cantor Casino System (including but not limited to "white
label" sites), visiting Sites, Premises, attending marketing meetings, and all
other commercial activities necessary to develop, implement, support and
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maintain the Cantor Casino System (including but not limited to "white label"
sites) at the rates set out in Exhibit L or as otherwise agreed. All invoices
rendered hereunder will be addressed to a nominated officer or representative of
the Client, who for the time being shall be Guy Riches x/x Xxx Xxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX, with the name of the person at the Client or its Affiliates who
was the primary contact with GET inserted in the invoice for tracking and
reference purposes. Invoices shall be fully supported by itemized evidence of
the time, costs, materials and expenses contained therein (where applicable).
Failure to properly support invoice shall entitle the client to delay payment
without penalty or interest, until such information is supplied. Time for
payment shall run from the date of the invoice or supply of supporting
information whichever is the later.
"Site Development Schedule" means the initial schedule for development and
completion of the Client Sites, the Software, the Cantor Casino System, the Base
Games, the Initial Customizations, the Customer Property, all as set forth on
the exhibits hereto on the date hereof and the Documentation and all
Deliverables in connection therewith, attached to this Agreement as Exhibit D.
"Software" means all Intellectual Property, including but not limited to
software in object code and source code form and any application program
interface or such other development as the Client may require from time to time,
to operate the Cantor Casino System, other Client Sites, and Games, as enhanced
or modified from time to time for application using a computer or similar device
connected to the Internet, wireless, wifi, and/or in connection with any other
remote access technology or any other technology, (including but not limited to
administration, support, banking, audit and analysis software), whether now
existing or hereafter devised Software; but in all cases excluding the
Central-Server Software in so far as it is licensed solely for the purposes set
out in the definition of Central-Server Software contained herein.
"Specifications" means the Documentation together with the functions, working
features, technical capabilities and other performance criteria required by the
Client. A copy of the specifications agreed upon as of the date hereof, and a
timetable for determination of the remaining specifications and certain minimum
requirements, are attached to this Agreement as Exhibit B.
"Steering Committee" means the committee that may be established from time to
time in accordance with Section 20.2 of this Agreement.
"Territory" means the entire world.
"Third Party Software" means
(A) the Software described in the Schedule of Third Party Software a
copy of which is attached to this Agreement as Exhibit F and any
third party proprietary tools, data base or software of any kind
obtained by GET on behalf of the Client or any of its sub-licensees
pursuant to this Agreement; and
(B) any complete or partial copies or replacements thereof.
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"Use" includes load, make copies of, execute, employ, utilize, store or display.
"Used" has a corresponding meaning.
"Venetian Agreement" shall mean that certain Software Development and License
Agreement by and between GET and Venetian Interactive, LLC dated June 2002.
"Version" means each revision of the Software made by GET from time to time,
including Core Changes, Customizations, Enhancements and/or Modifications and
corrections.
"Work Order" means the specification of requirements for additional work,
including any additional commercial conditions for New Games or Customizations
Enhancements and/or Modifications required by the Client. These will be in the
general format provided in the Pro-forma Work Order, a copy of which is attached
to this Agreement as Exhibit G.
2. DEVELOPMENT OF THE CANTOR CASINO SYSTEM (INCLUSIVE OF CLIENT SITES)
2.1 Development. In consideration of the Site Development Fee, GET
commenced development of the Client Sites (identified on exhibits
hereto) on the date of the Initial Software License (i.e. 31 August
2004). The failure of any Exhibits or Schedules annexed hereto to be
completed upon the execution hereof shall not prevent or excuse GET
from commencing and providing its services hereunder. GET shall use
its best efforts to develop and deliver the Client Sites, the
Software, the Cantor Casino System, the Base Games, the initial
Customizations, the Initial New Games, the Customer Property and the
Documentation (as identified on exhibits hereto) in accordance with
the Site Development Schedule so that by the Site Development
Completion Date:
(a) the Deliverables have each been accepted by Client;
(b) the Cantor Casino System (as identified on exhibits hereto)
complies with the Specifications and the Customer Acceptance
Test set forth in Section 10 has been successfully completed;
(c) GET has established at the Premises a website or other medium
whether now existing or hereafter devised as Client shall
require for the purposes of conducting play in Games whether
Cash-Play or Free Play or combination thereof on the Internet
and the website or other medium whether now existing or
hereafter devised as Client shall require is ready for live
operation in accordance with the Site Development Schedule;
(d) within thirty (30) days of the Site Development Completion
Date (or such later date as determined in the sole discretion
of the Client), the Cantor Casino System shall have received
the Approval, Customer Acceptance Test, and approval of
Client, in its sole and absolute discretion;
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2.2 During the Exclusive Period, GET expressly agrees, except with
respect to GET's obligations under the Venetian Agreement, that it
shall not perform any development activities or engage in any
licensing activities of its Software , of any nature whatsoever, to,
for, or on behalf of another third party except as expressly
permitted by the Client in writing.
2.3 Progress Reports; Inspection. GET agrees to (i) consult regularly
with Client and keep Client generally informed of its progress
toward completion of development of the Client Sites, the Software,
the Cantor Casino System, and the Base and New Games and any other
development activities carried out for Client, (ii) provide a
written report to Client every two (2) weeks (or such shorter period
as Client may require) setting forth status of and progress toward
completion of the development of the Client Sites, the Software, the
Cantor Casino System, the Base Games, the Initial Customizations and
the Initial New Games, (iii) allow Client to inspect such progress
during normal business hours, and/or require delivery to it of
reasonable documentation, and (iv) provide Client complete
disclosure of all material developments and technical information.
In addition, Client shall have the right at all times to inspect any
GET sites and users of GET's software throughout the Territory to
insure compliance with the terms and conditions hereof and shall
have the right to review and copy all records of GET related thereto
and conduct an audit thereof with the full cooperation of GET.
2.4 Delivery, Installation and Acceptance of Deliverables
GET agrees to deliver to Client and install each of the
Deliverables, clearly labeled and dated with the date of delivery,
in accordance with the delivery dates set forth in the Site
Development Schedule, or if no such Schedule is agreed to, in
accordance with the delivery dates as determined by Client. GET
shall give Client written notice of each delivery identifying the
Deliverables transmitted.
Client may evaluate each Deliverable and may submit a written
acceptance or rejection to GET within twenty (20) Business Days (or
such other time period as Client may require) after receipt of the
Deliverable. If Client or Client's sub-licensee identifies Errors in
any Deliverable prior to acceptance, then GET shall immediately
correct (or cause the third party vendor to correct, as applicable)
such Errors, at no additional cost to Client (other than the Site
Development Fees), within fourteen (14) days following receipt of
notice thereof.
3. LICENSE TO USE THE CANTOR CASINO SYSTEM
3.1 Grant of License
(A) Upon the execution hereof, GET also expressly and irrevocably
grants to Client, or Client's designee, and Client or Client's
designee shall have:
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(i) subject only to the Venetian Agreement and such other
license arrangements as may be agreed between the Client
and GET), an exclusive, irrevocable and perpetual
license to Use all Software (including but not limited
to all Core Changes and Third Party Software, the Cantor
Casino System, Client Sites, Base Games, the New Games,
any Customizations, Enhancements and Modifications, and
any Initial Customizations), and any other development
that is required from time to time, all Documentation
and all the Intellectual Property in or associated with
any of the foregoing at any Location or DR Location, and
any Intellectual Property created with respect to any of
the foregoing (whether or not developed at the request
of Client or a sub-licensee), for any technology
whatsoever, whether now existing or hereafter devised,
for all purposes of any nature whatsoever, including but
not limited to for purposes of Free-Play and/or
Cash-Play, throughout the Territory; (ii) pursuant to
the authority granted to GET by the owners of the Third
Party Software, upon delivery of the Third Party
Software by GET, GET shall grant to Client sublicenses
of each product contained in the Third Party Software,
pursuant to license agreements in substantially the
forms attached hereto as Exhibit I, as same may be
amended from time to time or, in the event that GET is
unable to grant a sublicense to any such Third Party
Software, obtain a license to use such software as
necessary for Client's operation of the Cantor Casino
System and Client's Site on behalf of Client or any
sub-licensee of Client, at GET's expense, and GET shall
hold harmless Client and Client's sub-licensees with
respect thereto; and
(B) an exclusive, irrevocable and perpetual license to Use the
materials to which licenses were granted pursuant to Sections
3.1.(A)(i) and (ii) above on an unlimited number of machines
or computers at any location(s) solely for Client's internal
development and testing processes.
(C) It is expressly understood and agreed, and it shall be of the
essence hereof, that Client shall have the right, without any
notice to or approval from GET, to offer, provide, license or
sub-license any and all of its rights of any nature whatsoever
granted to it hereunder to any third party or parties, all on
such terms and conditions (including but not limited to any
fees and costs) as Client shall, in its sole and absolute
discretion, determine; provided that GET shall be entitled to
receive the Commissions related thereto in accordance with the
terms hereof and subject to Section 4.4 and Section 22 hereof.
Accordingly, whether or not expressly stated herein, any
sub-licensee of Client may, with Client's approval (to be
granted in Client's sole discretion) exercise any rights of
Client hereunder, without prior notice or approval of same
from GET.
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3.2 Term of License
The exclusive and other licenses granted by GET hereunder, and all
other obligations of GET hereunder, shall commence as of the date of
the Initial Software Agreement and shall continue throughout the
Exclusivity Period until such time or Client has given written
notice to GET that it has abandoned the licenses hereunder, in whole
or in part. In the event and to the extent that Client has given
written notice to GET that it has abandoned some of the licenses
hereunder, either in whole or in part, the parties hereto agree that
this Agreement shall remain in full force and effect with respect to
all other licenses hereunder that have not been abandoned by Client,
in whole or in part, and with respect to all of GET's other
obligations hereunder. In addition, the breach by GET of any of its
representations, warranties or covenants hereunder or under the
Facility or the Escrow Agent, and the release of any materials
pursuant to the Escrow Agreement in accordance with its terms of the
Escrow Agreement, shall not terminate any licenses hereunder or
relieve GET of any of its obligations hereunder.
3.3 Customization, Enhancement and Modification of the Cantor Casino
System
The Client may provide details to and require that GET undertake
Customizations, Enhancements or Modifications by submitting a
completed Work Order to GET or such other method as Client
determines. GET will respond to Client within ten (10) days or
shorter period of time that client requires with an implementation
schedule. Client shall have thirty (30) days (or such longer period
as Client may require) to accept or reject GET's proposal. Upon
Client's acceptance thereof, GET shall promptly carry out the
Client's request at no additional cost to Client (other than the
Site Development Fees).
GET shall undertake Customizations, Enhancements and/or
Modifications requested by the Client in accordance with the
applicable Work Order, at no additional cost to Client (other than
the Site Development Fees), such Customizations, Enhancements and/or
Modifications shall be subject to Client's approval in conformance
with the procedures set forth herein.
In relation to a Customization, Enhancement and/or Modification the
rights and licenses granted in respect of the Intellectual Property
in the Cantor Casino System shall extend to any such Customization,
Enhancement or Modification which shall, upon creation, be deemed to
comprise part of the Cantor Casino System and the Client Sites.
4. COVENANTS OF GET
4.1 Technical Advice and Assistance
GET agrees to provide the Client, at no additional cost to Client
(other than the Site Development Fees), with all technical advice
and assistance as the Client requires from time to time to
facilitate its use and operation of the Cantor Casino System. GET
agrees to keep the Client informed in writing at least thirty (30)
days prior to implementing any changes, additions or modifications
to the Software and/or the Cantor Casino System that may
substantially affect the operation or performance of the Software or
the Cantor Casino System.
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4.2 Requirements of Gaming Commission
GET will ensure that its employees and contractors will provide all
requested information, and comply with all requests, or requirements
of any Gaming Commission. Throughout the term of this Agreement, GET
will ensure that the Cantor Casino System has Approval and meets all
current requirements of the relevant Gaming Commission and will meet
any other requirements of other relevant authorities as specified by
Client. If an alteration or modification to the Cantor Casino System
is required after the Cash-Play Commencement Date to satisfy a new
or amended requirement of the Gaming Commission, without any
additional cost to Client (other than the Site Development Fees):
(a) it will be incorporated as a Customization, Enhancement or
Modification in accordance with a Work Order; and
(b) additional support and maintenance fees may apply as specified
in the Work Order where there is a resulting change to the
support and maintenance services to be provided as a result of
the Customization, Enhancement or Modification.
4.3 During the entire term of this Agreement, whether during the
Exclusive Period or thereafter, GET shall not and shall not permit
the Software (exclusive of the Central-Server Software) to be used
to accept or process any bets or xxxxxx, or to engage in any gaming
or gambling activities of any nature whatsoever, in, or originating
from, or with respect to, the United States unless GET has Client's
(and not sub-licensees) express prior written authorization to do
so, which shall be in Client's sole and absolute discretion. During
the entire term of this Agreement, whether during the Exclusive
Period or thereafter, GET shall not and shall not permit any of its
Software, including the Central-Server Software, to be used to
accept or process any bets or xxxxxx, or to engage in any gaming or
gambling activities of any nature whatsoever, in any jurisdiction of
the world (including the states and local municipality thereof)
including the United States and the states and municipalities
thereof, without obtaining the necessary licenses and permits from
the relevant Gaming Commission and other governmental or
administrative authorities. For the avoidance of doubt a breach by
the Client of Section 4.4 below shall not constitute a breach of
this Section 4.3 by GET.
4.4 During the term of this Agreement, whether during the Exclusive
Period or thereafter, Client shall not and shall not permit any of
the Software to be used to accept or process any bets or xxxxxx, or
engage in any gaming or gambling activities of any nature
whatsoever, in the United States, without obtaining the necessary
licenses and permits from the relevant Gaming Commission and other
governmental or administrative authorities.
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4.5 Subject to the Venetian Agreement, GET agrees that Client shall have
the sole and exclusive control over any and all licensing and
sublicensing of all Software and Intellectual Property (exclusive of
the Central-Server Software).
4.6 GET shall obtain and keep in full force and effect all licenses,
permits or authorizations from all appropriate regulatory agencies
and governmental authorities located anywhere throughout the world
that are necessary, required or desirable in order for GET to fully
exploit all of its rights and fulfill all of its obligations
hereunder.
4.7 Venetian Agreement
In the event that Venetian Interactive, LLC ("Venetian") wishes to
renegotiate or otherwise recommence performance of the Venetian
Agreement, GET shall use its best efforts to cause Venetian to
conclude a licensing and managed service agreement with the Client
in place of the existing Venetian Agreement.
5. SUPPORT AND MAINTENANCE
5.1 Support and Maintenance Services GET, at no additional cost to
Client (other than the Site Development Fees), shall provide the
support and maintenance services described in this Section 5,
including without limitation support and maintenance services at
such frequency and duration as are reasonably necessary to ensure
that within the timeframe required by Client or as set forth on
Exhibit K hereto and whether for Client or its sub-licensees:
(a) Errors identified by the Client or any sub-licensee or which
otherwise come to GET's attention are promptly rectified (or
remedied in such time as Client or sublicense may have
agreed);
(b) the Cantor Casino System remains in conformity with the
Specifications, as updated and amended from time to time;
(c) the Cantor Casino System continues to comply with the
requirements of any Gaming Commission and in all other
respects with the requirements of this Agreement and shall
provide any alterations or modifications to the Cantor Casino
System as described in Section 4.2.3 and to the Client Site as
may be required by Client; and
5.2 The Documentation is maintained at the standard required by Section
8 of this Agreement.
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GET shall provide, upon Client's or sub-licensee's request, the
additional support and maintenance services set forth on Exhibit K
hereto at no additional cost to Client (other than the Site
Development Fees).
After providing any support and maintenance services described in
this Section 5, GET shall at the option of the Client, at no
additional cost to Client (other than the Site Development Fees),
either:
(a) conduct such relevant tests as may be reasonably necessary to
demonstrate to the Client that the support and maintenance
services have been successful in rectifying the relevant
Errors or implementing the relevant changes, modifications,
updates or new Version and provide all test results to Client;
or
(b) otherwise explain and demonstrate to the Client and any
sub-licensee the effect of the support and maintenance
services and the rectification of the relevant Errors; and if
requested, provide the Client with written confirmation of
such test results or such explanation.
All support, changes or corrections must be undertaken in
conformance with the requirements of any Gaming Commission and/or
sub-licensee, and must receive Approval.
5.3 New Versions and Upgrades
(A) GET shall, at no additional cost to Client (other than the Site
Development Fees), offer to the Client new Versions and upgrades and
related Documentation for the Cantor Casino System immediately upon
them becoming available to any customer of GET or any sub-licensee
of Client.
(B) If required by the Client, GET shall, at no additional cost to
Client (other than the Site Development Fees), demonstrate the
extent to which the new Version or upgrade is capable of providing
additional functions or features to those specified in this
Agreement and shall, at no additional cost to Client (other than the
Site Development Fees):
(i) implement the new Version or upgrade; and
(ii) ensure that the new Version or upgrade meets the requirements
of the Gaming Commission and all relevant authorities; and
(iii) install and test new Versions and upgrades at the Premises and
sub-licensees Premises.
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6. TRAINING
At no cost to Client (other than the Site Development Fees) GET shall
provide such training in relation to the operation of the Cantor Casino System
and Client Sites at such locations of Client and its sub-licensees, and at such
times, as Client or Client's sub-licensee shall require from time to time
hereunder.
7. OPERATING PROCEDURES MANUAL
In accordance with the requirements of any Gaming Commission GET shall, at
no additional cost to Client (other than the Site Development Fees), develop a
technical submission and shall advise Client in developing an operating
procedure manual.
8. DOCUMENTATION
8.1 Documentation. At the time of delivery of the Cantor Casino System,
GET shall provide the Client with as many copies of the
Documentation as Client shall require free of charge.
8.2 Supplementary Documentation. GET shall from time to time and in any
event as soon as practicable provide the Client, free of charge, as
many copies of such amended, revised or supplementary Documentation
or information as is published in relation to the Cantor Casino
System during the term of this Agreement.
8.3 Amendments to Documentation. If GET corrects an Error or otherwise
substitutes or modifies the Cantor Casino System in accordance with
this Agreement, it shall within 14 days of such correction,
substitution or modification ensure that any consequential
amendments to the Documentation are implemented and supplied to the
Client as is required by Client, free of charge to the Client (other
than the Site Development Fees).
9 PROHIBITION OF GAMING
GET Personnel. GET will ensure that its employees and contractors will not
play any Games on the Client Sites and will not supply any advice information or
assistance to any person other than the Client or its authorized representatives
or the Gaming Commission in relation to the playing of Games on the Client Sites
10 CUSTOMER ACCEPTANCE TEST
10.1 Customer Acceptance Test. The Client will, after being advised by
GET that the Client Sites has been installed with respect to any
medium and is ready for use, or that any development phase is ready
for testing, perform the Customer Acceptance Test.
10.2 Testing Criteria. The Customer Acceptance Test may include, but
shall not be limited to, the testing of individual Games by an
independent testing organization designated by Client to verify
field validation, the correct operation of the random number
generator, exception testing, purse and account operation and the
integration of any Customizations,Enhancements and/or Modifications.
It will also include the testing of Cantor Casino System
functionality including performance testing, recoverability and
other administration functions.
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10.3 Completion of Customer Acceptance Test. The Customer Acceptance Test
will be successfully completed if GET and Client agree that the
Software and Cantor Casino System perform in accordance with the
Documentation and the Specifications, and such other criteria as
Client shall require from time to time or as otherwise agreed to by
the parties.
10.4 Notice of Failure. If the Client Sites fail to pass the Customer
Acceptance Test, the Client shall give notice to GET in writing
specifying the failure to pass these tests. Upon receipt of such
notice, GET shall immediately, free of charge to the Client (other
than the Site Development Fees) do all such things to ensure that
the item in respect of which the notice is given is rectified so
that the Client Sites pass the Customer Acceptance Test. GET shall
notify the Client when the Free-Play Site or the Cash-Play Site at
any other development is ready for further Customer Acceptance
Tests, and will keep effecting such Tests until Client, in its sole
discretion, has given its Approval.
11 GENERAL OBLIGATIONS OF THE CLIENT AND GET
11.1 Access. The Client will make available the Premises to GET at such
times as GET reasonably requires for the purpose of development and
maintenance of the Cantor Casino System.
11.2 GET Sublicensees. GET shall not, at any time during the term of this
Agreement, or thereafter offer, provide, sell, license or
sub-license any part of the Cantor Casino System, to any third party
for the benefit of any third party without Client's prior written
consent, which consent may be withheld by Client in its absolute
discretion.
11.3 Assignment to Client Affiliates. Client may assign this Agreement
and/or the licenses granted to Client pursuant to Section 3 of this
Agreement to any Affiliate or any other third party in whole or in
part.
12 PAYMENTS BY THE CLIENT
12.1 Hardware. The Client is under no obligation to purchase computer
hardware from GET, however, in the event that Client accepts an
offer from GET to provide such computer hardware, the Client will,
subject to receipt of a correctly rendered invoice, reimburse to GET
the cost, without any xxxx up of obtaining such computer hardware
necessary to establish the Client Sites (the "Equipment").
12.2 Site Development Fees. The Client will pay to GET the Site
Development Fee within thirty (30) days after receipt of a written
invoice therefor. The Client may cease payment of the Site
Development Fees upon the giving of three months' written notice to
expire on or after 30 June 2005, provided that if the Client ceases
payment of the Site Development Fee GET shall not be required to
provide the support and maintenance services described in clause 5
or the development services described in clause 2 or set out in the
Development Work Schedules.
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12.3 Commission. Subject to the last sentence of this Section 12.3, the
Client shall pay GET the Commission monthly in arrears within 30
days of the first Business Day of the month immediately following
the month in relation to which the relevant Gross Revenue is
actually received by Client. Notwithstanding anything set forth
herein to the contrary, in the event and to the extent that any
territory or jurisdiction requires as a prerequisite to the receipt
of any Commissions, that the recipient of any such Commissions be
licensed or otherwise authorized to receive such Commissions, then
the Client shall not pay to GET, and GET shall not be entitled to
receive from the Client, any Commissions with respect to gaming
revenues that are derived from or attributable to any such territory
or jurisdiction until such time as GET is duly licensed or
authorized to receive same and to the extent that the Client is able
to do so in accordance with the rules and regulations of any
Commissions, the Client and GET shall negotiate in good faith to
agree an alternative form of compensation for GET which shall be
payable until GET is duly licensed and authorized to receive the
Commission.
12.4 Sales Tax. All Payments have been set or determined without regard
to the impact of Sales Tax.
12.5 Sales Tax Amount. If the whole or any part of a Payment by a party
is subject to Sales Tax, the Sales Tax Amount in respect of the
Payment must be paid to the payee as an additional amount, at the
same time and in the same manner as the Payment is otherwise payable
or as otherwise agreed in writing.
12.6 All payments hereunder shall be made in United States Dollars or
Australian Dollars, at Client's sole discretion.
13 ESCROW
On the date hereof, Client and GET shall have entered into an Escrow
Agreement in a form that is attached hereto as Exhibit J (the "Escrow
Agreement"). In the event and to the extent there is an inconsistency between
any provisions of this Agreement and the Escrow Agreement regarding the
ownership of any Intellectual Property, the provisions of the Escrow Agreement
shall govern.
14 INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION
14.1 Ownership.
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GET USA warrants, on its own behalf and on behalf of its Affiliates,
that it is the sole and exclusive owner of the Intellectual Property
Rights subsisting or which may subsist in the Deliverables, the
Software, the Cantor Casino System and the Documentation, or any
other Intellectual Property hereunder, excluding the Customer
Property, and that GET USA has the exclusive and unrestricted right
to grant the rights to the Client as provided in Section 3
(including the right to use the 3rd Party Software).
Client shall own all right, title and interest in and to the
Customer Property and interest in and to the Customer Enhancements.
14.2 Intellectual Property Warranty. GET warrants that the Deliverables,
the Software, the Cantor Casino System, the Documentation and any
Customer Property developed by GET, and any other programs or
Intellectual Property developed by GET for others, does not infringe
the Intellectual Property Rights of any third party, and GET is not
aware of any pending or threatened litigation claiming such
infringement.
14.3 Indemnification. GET shall, at its expense and Client's request,
defend any claim or action brought against Client, and Client's
subsidiaries, Affiliates, directors, officers, employees, agents and
independent contractors, sub-licensees and any Gaming Commission,
its employees, agents and representatives, which, if true, would
constitute a breach of a representation, warranty or covenant by GET
in this Agreement, and GET will indemnify and hold Client harmless
from and against, and shall advance any and all costs and fees
incurred by Client, including but not limited to fees of attorneys
and other professionals, that are attributable to such claim. Client
shall: (i) provide GET prompt notice in writing of any such claim or
action and Client shall have the sole right to choose counsel
acceptable to Client, to answer and defend such claim or action; and
(ii) provide GET information, assistance and authority, at GET's
expense, to help GET to defend such claim or action. Client may
settle any such claim in its sole and absolute discretion at GET's
expense.
14.4 Duty to Correct. Should the Deliverables, the Cantor Casino System,
the Software, the Documentation or any Customer Property developed
by GET, or any portion thereof be held to constitute an infringement
and use as contemplated by this Agreement be enjoined or be
threatened to be enjoined, GET shall notify Client and immediately,
at GET's expense: (i) procure for Client the right to continue to
use the infringing Deliverables, Cantor Casino System, Software,
Documentation or any Customer Property developed by GET or portion
thereof, as applicable, as licensed in this Agreement; or (ii)
replace or modify the Deliverables, the Cantor Casino System, the
Software, the Documentation or any Customer Property developed by
GET or portion thereof with a version that is non-infringing,
provided that the replacement or modified version meets the
Specifications to Client's satisfaction. If (i) or (ii) are not
available to GET, GET shall refund to Client all amounts paid to GET
by Client under this Agreement.
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15 DATA OWNERSHIP
Neither GEG or GET shall own or have any right to any data (including
without limitation the identity and playing history of individual end party
users) created, collected or collated by either party relating to any end party
user of the Cantor Casino System.
16 WARRANTIES
16.1 The representations and warrants of GET USA contained in the Loan
Agreement are incorporated herein. GET warrants that the Software
and the Cantor Casino System will perform in accordance with the
Documentation and the Specifications in the manner described
therein.
16.2 GET warrants that any upgrade in Equipment or Third Party Software
upgrade provided by GET or authorized by GET will be compatible with
the then current Version of the Software as may be used by different
customers, if applicable.
16.3 GET will procure that the Client will receive the benefit of the
warranties for Third Party Software and Equipment reliability and
all other aspects of Third Party Software and Equipment performance
including but not limited to mean-time between failure, up-time, and
repair time which are given by the appropriate Third Party Software
and Equipment suppliers.
16.4 GET warrants that when providing support and maintenance services,
it shall at all times:
(a) use appropriate materials of high quality;
(b) employ appropriate techniques and standards;
(c) engage personnel of suitable training and experience; and
(d) exercise due care, skill and attention.
16.5 Save for the Approval, GET warrants that no additional
authorization, consent, approval, filing or registration with any
court or government department, commission, agency or
instrumentality is or will be necessary or required for GET to enter
into and give effect to this Agreement.
16.6 GET warrants (which warranties shall also be applicable to all
sub-licensee and their respective rights, interests and properties)
that:
(a) the Cantor Casino System (including the Software and Client
Sites and the Host Software, Casino Software, Casino Servers,
Enhancements and Customizations) does not contain any built
in, automatic and/or random expiry dates, trojan horses,
viruses, trapdoors, rogue or access code, "backdoors", worms,
time bombs, cancel bots or other computer programming routines
which may damage, detrimentally interfere with,
23
surreptitiously intercept or expropriate any Cantor Casino
System, data or personal information of Client or any Client
Customer or defraud Client in any way or which enable
unauthorized access by GET or third parties, and that the
Cantor Casino System (including the Software and Client Sites)
will be free from defects and errors and properly installed;
(b) rectified or substituted components of the Cantor Casino
System or the Software will be free from defects and errors,
will be properly installed and will at all times remain
compatible with the Cantor Casino System and the Software;
(c) it has the full power to enter into this Agreement and make
the assignments and license rights set forth herein without
liability to any third party;
(d) with the exception of the rights granted by GET under the
Venetian Agreement, it has not previously and will not, except
with the Client's prior agreement, grant any rights in the
Deliverables, the Software, the Cantor Casino System or the
Documentation to any third party that are inconsistent with
the rights granted to Client herein;
(e) the Deliverables, the Software, the Cantor Casino System and
Documentation either have been or will be created by employees
of GET within the scope of their employment and under
obligation to assign inventions to GET, or by independent
contractors under written obligations to assign all rights in
the Deliverables, the Software, the Cantor Casino System and
Documentation to GET;
(f) the development services described herein shall be performed
in a professional manner and shall be of a high grade, nature,
and quality;
(g) notwithstanding anything herein to the contrary and without
limiting any of the foregoing, the mathematics relating to the
operation, generation of random numbers, pay-out rate of the
Cantor Casino System and other mathematical formulas relating
to the Cantor Casino System will operate in conformance with
the Specifications or an applicable Work Order;
(h) at the request of the Client, it shall implement and enforce
safeguards and procedures that will entirely prevent access to
software, goods or services by any person, including without
limitation customers of Client or its sub-licensees, who
willfully intends to use that software, goods or services in a
manner which contravenes the laws of any country or who
willfully intends to place or accept any wager in
contravention of the laws of the country from which the wager
is placed including but not limited to the United States of
America;
(i) GET warrants and represents that the software, goods or
services have not at any time in the past been and are not at
present being used in a manner which contravenes the laws of
any country or by any person who willfully intends to place or
accept any wager in contravention of the laws of the country
from which the wager is placed including but not limited to
the United States of America;
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(j) the random numbers used by the Software for the purposes of
for example choosing game outcome and/or shuffling cards are
and will be generated in an unbiased and random manner;
(k) any Documentation provided by GEG to the Client relating to
the Software will be accurate in all material respects and
will enable suitably qualified personnel of the Client or its
designee to perform any services which the Client or its
designee is required to perform in relation to the Software;
and
(l) the Software shall not damage or interfere with or disrupt any
other equipment or software of the Client, its Affiliates or
designee or any sublicensee, to the extent that the Client,
its Affiliates or designee or any sublicensee hosts the
Software or any part thereof.
17 FORCE MAJEURE AND DELAY CAUSED BY OTHER PARTY
17.1 No party to this Agreement shall be liable for any delay or failure
to perform its obligations under this Agreement (other than any
obligation to pay money) if the delay is due to Force Majeure.
17.2 If a party's delay or failure to perform obligations under this
Agreement (other than any obligation to pay money) is due to Force
Majeure the performance of that party's obligation will be suspended
for the duration of the delay arising out of the Force Majeure.
17.3 Each party ("the First Party") shall notify the other in writing
within three Business Days after an occurrence of and the cessation
of each event of Force Majeure affecting the First Party first comes
to the attention of the First Party, and the parities hereto shall
cooperate in good faith with one another to address and rectify the
issues resulting therefrom.
18 NEW GAMES
18.1 Upon the terms and conditions set out in this Agreement and the
exhibits hereto, GET shall undertake the development of the Initial
Customizations and the Initial New Games.
18.2 A copy of the specifications that the Client requires for the
Initial Customizations and the Initial New Games ("Initial
Customizations and Initial New Games Specifications"), and which may
be recorded in and attached to this Agreement as Exhibit C, as same
may be amended from time to time.
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18.3 GET shall proceed to develop the Initial Customizations and the
Initial New Games in accordance with the Site Development Schedule
agreed upon between the Client and GET and which may be recorded in
a copy attached to this Agreement as Exhibit D as same may be
amended from time to time.
18.4 Without limiting the generality of the foregoing, GET USA will be
the owner of all right, title and interest for any Game developed by
GET, including but not limited to any Intellectual Property in the
New Games, subject to the provisions of Section 3.3 of the Escrow
Agreement and unless otherwise agreed to, or the Intellectual
Property is owned by Client or any other third party.
18.5 It is expressly understood and agreed that anything developed of any
nature whatsoever for Client or a sub-licensee of Client by GET
under this Agreement cannot be used by GET for its own purposes or
for any other third parties without Client's express prior written
permission, which Client may withhold in its sole discretion.
Anything developed by Client hereunder shall be the sole and
exclusive property of Client, to be used in its absolute discretion.
19 TERMINATION BY THE CLIENT
19.1 Termination. This Agreement may be terminated (in whole or part) by
the Client (without prejudice and in addition to any other rights or
remedies it may have) by notice to GET parties to this Agreement to
that effect upon or at any time following the happening of any one
of the following events:
(a) the occurrence of an Event of Insolvency in relation to GET;
(b) if GET breaches any of its representations or warranties
herein or fails to comply with any of its material obligations
under this Agreement, including but not limited to the
provisions of Section 4.3 hereof, and fails to remedy the
breach to the satisfaction of the Client, (if such breach is
capable of being remedied) within fourteen (14) days of being
given written notice by the Client specifying the default and
requesting its remedy under this Agreement with respect to any
matter or thing whatsoever;
(c) if required by any law or regulatory body;
(d) if the Client can reasonably demonstrate that it is necessary
or desirable to terminate its relationship with GET for the
purpose of obtaining or maintaining any license or permit;
(e) if GET knowingly supplies software, goods or services to any
person (other than the Client or any sublicensee of the
Client) who willfully uses that software, goods or services in
a manner which contravenes the laws of any country or who
willfully accepts any wager in contravention of the laws of
the country from which the wager is placed including but not
limited to the United States of America; or
(f) if GET is in breach of any of the agreements contemplated by
the Facility.
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19.2 Other Rights and Remedies. Termination of this Agreement pursuant to
this Section 19 shall not affect or in any way limit the Client's
other rights and remedies at law or in equity, including but not
limited to its rights pursuant to the Escrow Agreement.
19.3 Survival. The provisions of Sections 1, 9, 11, 13 through 15
inclusive, 18 through 23 inclusive, and 25 through 31 inclusive, of
this Agreement shall survive the termination or expiration of this
Agreement for any reason.
20 NO TERMINATION BY GET
This Agreement may not be terminated by GET, without the permission of
Client, which permission may be withheld in Client's sole and absolute
discretion. GET's sole remedy for any breach by Client that has not been
substantially cured within fourteen (14) days after Client has received written
notice thereof from GET specifying the breach and requesting it be rectified
shall be to bring an action for monetary damages, under Section 21.2 below, or
for equitable relief, if appropriate, in accordance with the provisions of
Section 21.2 below.
21 MISCELLANEOUS RIGHTS AND OBLIGATIONS
21.1 The Client may at its sole discretion elect which of the Games are
to be made available on the Internet Gaming site or any other medium
whether now existing or hereafter devised, operated by the Client or
its sub-licensees and GET shall modify the sites as required to
prevent the playing of any Games which the Client or is
sub-licensees does not wish to be played.
21.2 At Client's request, the parties shall establish a Steering
Committee consisting of one nominee of the Client and one nominee of
GET and to cause the Steering Committee to meet at least once a
month or as otherwise agreed between the parties. In addition, at
Client's request, other committees of one or more people shall be
formed, for technical compliance or other purposes, who shall meet
at such times and for such purposes as the Client shall from time to
time determine.
21.3 Client shall have the right at any time and from time to time to
visit GET's premises, wherever located, during normal business hours
on no less than forty-eight hours prior notice to review, make
copies of and audit all of GET's books and records to insure
compliance by GET of the terms hereof.
27
22 DISPUTE RESOLUTION
22.1 If any dispute or difference whatever shall arise between any of the
parties to this Agreement with respect to or arising out of this
Agreement or any part of it with respect to its construction or its
effect or any matter connected with it or arising out of it or with
respect to its operation or determination of the rights and duties
of any party in connection with it (other than with respect to
Section 14 or Section 23) then in any such case a party may give the
other party or parties to the dispute a notice (a "dispute notice")
in writing stating:
(a) the nature of the dispute;
(b) what outcome the party giving the notice wants; and
(c) what action the party giving the notice thinks will settle the
dispute.
After a notice has been given in accordance with Section 22.1 the
parties must refer the dispute to their respective Chief Executive
Officers (or authorized delegates) who must in good faith attempt to
resolve the dispute.
22.2 If the parties do not choose to utilize the procedures in Section
22.1 above, or if the dispute cannot be settled within ten (10)
Business Days of the date of a dispute notice, in either event, each
of the parties hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction
of any New York State court or Federal court of the United States of
America sitting in New York City, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to
this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action
or proceeding may be heard and determined in any such New York State
court or, to the fullest extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Company hereby irrevocably agrees to
service of process by mail at the address first set forth above.
Each of the parties hereto irrevocably and unconditionally waives
any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating
to this Note to which it is a party in any New York State or Federal
court. Each of the parties hereto hereby irrevocably waives the
defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court. GET irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether
based on contract, tort or otherwise) arising out of or relating to
this Agreement, or the negotiation, administration, performance or
enforcement thereof.
28
22.3 Injunctive Relief. The parties hereto acknowledge and agree that in
the event of a breach or threatened breach of the provisions hereof,
such breach or threatened breach could cause such party substantial
and irreparable damage, which could be of a character that could not
be fully compensated for solely by a recovery of money damages.
Accordingly, each of the parties hereby agrees that in the event of
a breach or threatened breach of the provisions hereof, in addition
to and not in lieu of any damages that may be sustained by such
party, and any other remedies that such party may pursue hereunder
or under any applicable law, the party alleging any breach hereunder
shall have the right to equitable relief, including issuance of a
temporary or permanent injunction, by any court of competent
jurisdiction against the commission or continuance of any such
breach or threatened breach, without the necessity of proving any
actual damages or posting of any bond or other surety therefor.
23 CONFIDENTIALITY
23.1 Each party shall procure undertakings from their employees and
contractors to refrain from communicating information about the
other parties and their operations to any third party.
23.2 Each party covenants that it will treat and maintain as
confidential, all Confidential Information of any other party which
comes into its possession or is received by it pursuant to or as a
result of this Agreement except that Confidential Information that
is or becomes part of the public domain, is already known by the
receiving party otherwise than as a result of a breach of this
Agreement or as a result of the wrongful disclosure of such
Confidential Information by any person or is received from a third
party not in breach of any obligation of confidentiality.
23.3 The parties acknowledge that any party may disclose its own
Confidential Information to third parties.
23.4 No party to this Agreement shall, without the written permission of
the other parties, disclose Confidential Information of any other
party to any third party, other than in accordance with the
transactions herein contemplated (i.e. sub-licensees, advisors,
etc.)
23.5 Each party to this Agreement shall only make use of Confidential
Information of another party to the extent required to enable the
Cantor Casino System to be developed and then used by the Client in
the manner contemplated by this Agreement.
23.6 Each party to this Agreement shall only disclose Confidential
Information of another party to this Agreement to those of its
employees, contractors, agents, consultants and advisers by whom it
is required to enable the Cantor Casino System to be developed and
Used by the Client in the manner contemplated by this Agreement.
23.7 Neither the Client nor GET shall make any statement regarding the
provisions of this Agreement to any person or disclose any of the
terms of this Agreement to any person without the permission of the
other parties to this Agreement such permission not to be
unreasonably withheld, other than in the event of the following, in
which case each party shall notify the other party prior to such
disclosure:
29
(a) as required by any law, the government or any regulatory body
including the Gaming Commission, in which case the party
intending to make the disclosure shall give as much prior
notice as possible to the other party of the requirement and
the Confidential Information which it intends to disclose and
will permit such other party, shall it choose to do so, to
defend the disclosure of such Confidential Inspection; or
(b) to its legal or financial advisers or its bankers;
(c) provided that notwithstanding anything to the contrary, any
public disclosure, including but not limited to press releases
or other disclosure, shall not be made unless Client shall
have been provided at least two (2) business days to review
and comment thereon and shall have approved such disclosure;
provided that the name or identity of the Client or any of its
Affiliates shall, in no circumstances, be disclosed without
the Client's prior written consent. If requested, GEG shall
cooperate and use best efforts to seek a protective order to
keep the details hereof confidential.
23.8 Each of GET and Client shall keep all information regarding end
party users of the Cantor Casino System confidential and shall
comply with all applicable rules, laws and regulations with respect
thereto.
24 SERVICE OF NOTICES
Any notice or other communication required or permitted hereunder shall be in
writing and may be delivered personally or sent by certified or registered mail,
postage prepaid return receipt requested, or sent by next day U.S. express mail,
postage prepaid, or by private overnight delivery service, postage prepaid, as
follows:
If to Client, to:
Cantor G & W (Nevada), L.P.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
with a copy simultaneously, by like means, to:
Xxxxxxxx Xxxx & Brandeis, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxxxx, Esq.
If to GET, to:
Gaming & Entertainment Group, Inc.
0000 Xxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
Attn: 000-000-0000
Chief Executive Officer
30
Any such notice shall be deemed to have been given when actually received.
25 ASSIGNMENT
GET shall not assign any of its rights or obligations under this Agreement
without the prior written consent of the Client, which may be withheld by Client
in its sole and absolute discretion. Client may assign this Agreement, or any of
its rights or obligations hereunder, in whole or in part, to any third party or
parties at any time and from time to time.
26 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws
of the State of New York without regard to such conflicts of laws provisions,
and the parties submit to the exclusive jurisdiction and venue of the federal
and state courts of the State of New York, County of New York.
27 ENTIRE AGREEMENT
The Agreement, the Facility and the Escrow Agreement represents the entire
agreement between the parties hereto and supersedes all and any previous
agreements oral or written in respect of the subject matter of this Agreement
between the parties, included but not limited to the Initial Software Agreement,
and there are no understandings representations or warranties of any kind
between the parties except as expressly set out in this Agreement.
28 WAIVER
28.1 Failure by a party to enforce any provision of this Agreement or any
forbearance delay or indulgence granted by that party shall not be
construed as a waiver of that party's rights under this Agreement
unless acknowledged as a waiver by notice in writing to the other
affected party or parties.
28.2 A waiver by a party shall not prejudice its rights in respect of any
subsequent breach of this Agreement by any other party.
29 COSTS
Each party shall pay their own legal costs of and incidental to the
negotiation, preparation and execution of this Agreement.
31
30 SEVERABILITY
Any provision in this Agreement which is invalid or unenforceable in any
jurisdiction shall be severed to the extent of the invalidity or
unenforceability, without affecting the remaining provisions of this Agreement
or affecting the validity or enforceability of that provision in any other
jurisdiction.
31 FURTHER ASSURANCES
Each party agrees to do all such things and execute all such deeds,
instruments, transfers or other documents as may be necessary or desirable to
give full effect to the provisions of this Agreement and the transactions
contemplated by it.
32 INTERPRETATION
In interpreting the construction of this Agreement:
(a) words denoting the singular number shall include the plural and vice
versa;
(b) words denoting natural persons shall include corporations and vice
versa;
(c) headings and marginal notes are for convenience only and shall not
affect interpretation;
(d) references to Sections, sub-sections, paragraphs, attachments,
exhibits, schedules and recitals are references to Sections,
sub-sections, paragraphs, attachments, exhibits, schedules and
recitals of this Agreement;
(e) references to any party to this Agreement shall include that party's
successors, executors, administrators and permitted assigns; and
(f) reference to any legislation, statute, code or other law or to any
section or provision thereof includes all by-laws, regulations,
rules, rulings and directions and other statutory instruments issued
there under and any modifications, consolidations, re-enactments,
replacements and substitutions of any of them; where the context
permits or requires reference to a thing or group of things includes
any part of that thing or group of things.
33 COUNTERPARTS
This Agreement may be executed in any number of original or facsimile
counterparts and all of those counterparts taken together constitute one and the
same instrument.
32
IN WITNESS whereof this was executed the day and year first herein before
written.
GAMING AND ENTERTAINMENT CANTOR G & W (NEVADA), L.P.
GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxx X. Xxxxxxx
--------------------------------------- ----------------------------
Its: Chief Executive Officer Its: President
-------------------------------------- ----------------------------
GAMING AND ENTERTAINMENT TECHNOLOGY
PTY LIMITED ACN 091 098 985
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Its: Chief Executive Officer
[AMENDED AND RESTATED SOFTWARE DEVELOPMENT
AND LICENSE AGREEMENT]
33
ATTACHMENT AND EXHIBIT INDEX
Exhibit A - [Deleted]
Exhibit B - Specifications
Exhibit C - Initial Customizations and Initial New Games Specifications
Exhibit D - Site Development Schedule
Exhibit E - Fee Schedule for Specified Time and Materials Work
Exhibit F - 3rd Party Software Schedule
Exhibit G - Pro-Forma Work Order
Exhibit H - Development Work Schedules
Exhibit I - Forms of 3rd Party License Agreement
Exhibit J - Form of Escrow Agreement
Exhibit K - Maintenance
34
"EXHIBIT B" - SPECIFICATIONS
The specifications set forth as the source code and object code that BMM tested
and certified in their most recent testing on behalf of the Vanuatu Gaming
Commission, including their evaluation and approval project, and which was the
site reviewed by Cantor and Chaucer prior to their decision to proceed. The
Company will forward a copy of the approval letter and the md5-checksum
signatures of the code itself as soon as it is received from BMM. In addition to
the foregoing, such other specifications as required by Cantor relating to the
following:
Detailed Project Plan
ICGS - GET Internet Casino Gaming Cantor Casino System ICAC - GET Internet
Casino Administration Centre Programming languages Computer hardware platform
support Performance criteria Availability criteria Compatibility with browser
software Database compatibility
Documentation:
Player online documentation
Technical specification
Functional overview
Gaming guide
Administration guide
Mathematics treatise
Glossary
Data dictionary
Online ICAC documentation
Installation guide
Policies and procedures
Operations documentation
Technical documentation
Training plan and materials
End-User side performance parameters
"EXHIBIT C" - Initial Customizations
INITIAL CUSTOMIZATIONS
1. Integration work to integrate gaming Cantor Casino System with
Cantor back office for payment processing (eCash services); and
2. Player login authentication; and
3. Cantor Casino web site and game shall rebranding; and
4. Alderney regulatory enhancements identified by BMM Test Labs; and
5. Such other software and development customizations as Cantor may
require
NEW GAMES
1. Incorporation of Cantor Casino logo as an icon on the reel strips of
one 5-reel slot game.
"EXHIBIT D" - SITE DEVELOPMENT SCHEDULE
1. Site Development Completion Date - no later than 14 days after the
date agreed upon between the parties, but in no event later than
January 31, 2005, unless a later date is agreed upon by Cantor.
2. Cash-Play Commencement Date - planned to be on or before 14 days
after the Site Development Completion Date (including all Initial
Customizations and Initial New Games set forth on Exhibit C).
"EXHIBIT F" - THIRD PARTY SOFTWARE SCHEDULE
None.
The Client shall either directly or indirectly acquire licenses to third party
software at its own expense including but not limited to:
Oracle 8i 8-user version
Web server (e.g. Apache)
"EXHIBIT G" - PRO-FORMA WORK ORDER
Requirement
o Summary requirement brief
Specification
o Detailed specification, or reference to specification document
Cost
o May be fixed cost, or time and materials at specified rates. Costs may be
subject to a premium where the Client requires exclusive use of the
resulting enhancement or modification.
o Disbursements and responsibility for out-of-pocket expenses.
Contractual Variations
o Variations to the standard conditions of this contract, which may include:
o IP rights
o Fees or royalties for use of IP
o Maintenance and support conditions
Implementation Strategy
Schedule
o Delivery schedule for this requirement including acceptance and
installation strategy
o Payment Schedule
Approvals
o Signatories and authorization processes for this work order, including any
milestone related sign offs
"EXHIBIT H" - DEVELOPMENT WORK SCHEDULES
H.1 Development Work Schedule for the period 1 September, 2004 through 31
December, 2004
------------------------------------------------------------------------ ---------------------- ----------------------
Description Resources Estimated cost per
month
------------------------------------------------------------------------ ---------------------- ----------------------
Initial Customizations as described at Exhibit C Sydney Development
team
Up to US$ 60,000 per
month
------------------------------------------------------------------------ ----------------------
Project Management and coordination in London Xxxxx Xxxxxx
------------------------------------------------------------------------ ----------------------
Preliminary development of new version J2EE back end Xxxxxx Xxxxxxxxxx
------------------------------------------------------------------------ ----------------------
Hardware planning and initial configuration Xxxxxx Xxxxxxxx,
Xxxxx Xxxxxxx
------------------------------------------------------------------------ ----------------------
Operating procedures manual TBA
------------------------------------------------------------------------ ----------------------
Alderney control submission documentation TBA
------------------------------------------------------------------------ ----------------------
Additional documentation as required TBA
------------------------------------------------------------------------ ----------------------
Training TBA
------------------------------------------------------------------------ ---------------------- ----------------------
H.2 Draft Development Work Schedule for the period 1 January, 2005 through 31
March, 2005
------------------------------------------------------------------------ ---------------------- ----------------------
Description Resources Estimated cost per
month
------------------------------------------------------------------------ ---------------------- ----------------------
Ongoing development of new version J2EE back end TBA
Up to US$ 45,000 per
month
------------------------------------------------------------------------ ----------------------
Preliminary development of Flash client TBA
------------------------------------------------------------------------ ----------------------
Preliminary development of Poker room and multi-player poker game TBA
------------------------------------------------------------------------ ----------------------
Integration of wireless games with GEG Software TBA
------------------------------------------------------------------------ ----------------------
Enhancements as per Gaming Commission requirements TBA
------------------------------------------------------------------------ ----------------------
Deliver and demonstrate new versions TBA
------------------------------------------------------------------------ ----------------------
Documentation as required TBA
------------------------------------------------------------------------ ----------------------
Training TBA
------------------------------------------------------------------------ ----------------------
Technical advice and assistance TBA
------------------------------------------------------------------------ ---------------------- ----------------------
Additional enhancements as per Work Orders TBA As agreed
------------------------------------------------------------------------ ---------------------- ----------------------
Maintenance and Support services as described at Section 5 and Exhibit As required Up to US$ 15,000 per
K, and minor enhancements month
------------------------------------------------------------------------ ---------------------- ----------------------
H.3 Draft Development Work Schedule for the period 1 April, 2005 through 30
June, 2005
------------------------------------------------------------------------ ---------------------- ----------------------
Description Resources Estimated cost per
month
------------------------------------------------------------------------ ---------------------- ----------------------
Completion of new version J2EE back end TBA
Up to US$ 45,000 per
month
------------------------------------------------------------------------ ----------------------
Completion of Flash client TBA
------------------------------------------------------------------------ ----------------------
Completion of Poker room and multi-player poker game TBA
------------------------------------------------------------------------ ----------------------
Integration of wireless games with GEG Software TBA
------------------------------------------------------------------------ ----------------------
Enhancements as per Gaming Commission requirements TBA
------------------------------------------------------------------------ ----------------------
Deliver and demonstrate new versions TBA
------------------------------------------------------------------------ ----------------------
Documentation as required TBA
------------------------------------------------------------------------ ----------------------
Training TBA
------------------------------------------------------------------------ ----------------------
Technical advice and assistance TBA
------------------------------------------------------------------------ ---------------------- ----------------------
Additional enhancements as per Work Orders TBA As agreed
------------------------------------------------------------------------ ---------------------- ----------------------
Maintenance and Support services as described at Section 5 and Exhibit As required Up to US$ 15,000 per
K, and minor enhancements month
------------------------------------------------------------------------ ---------------------- ----------------------
"EXHIBIT I" - FORMS OF THIRD PARTY LICENSE AGREEMENT
None.
"EXHIBIT J" - FORM OF ESCROW AGREEMENT
"EXHIBIT K" - MAINTENANCE AND SUPPORT
1. Additional Support and Maintenance Services:
o 24 x 7 telephone support in the form of consultations, assistance
and advice;
o 24 x 7 modem support;
o 24 x 7 problem diagnostics;
o 24 x 7 problem correction;
o 24 x 7 problem workarounds;
o if such telephone and/or modem support fails to remedy any defect or
error notified by the Client, on-site correction of errors or
defects in the Cantor Casino System;
o training necessitated by such advice or corrections;
o prompt delivery of updates and new Versions (including all new
Versions with multi-player capability, upon their availability;
o training necessitated by the provision of new Versions or as a
result of Core Changes;
o Documentation updates;
o clarification of function and features of the Cantor Casino System,
including the Software and the 3rd Party Software;
o clarification of the Documentation;
o the provision of new Versions and upgrades, together with training
and additional Documentation necessitated by such new Versions and
upgrades; and
o such other Support and Maintenance as Cantor shall require from time
to time.
Upon notification, or otherwise becoming aware, of an Error, GET shall
immediately respond by telephone or remote Internet access, GET shall
assess the ability of the Client to operate the Cantor Casino System in
the context of the Error and the availability of any work around, taking
into account the factors identified herein, GET shall ensure that the
Error is rectified as promptly as possible.
EXHIBIT L - DEVELOPMENT FEES SCHEDULE
FEE TO THE CLIENT AUD/HR
Xxxxx Xxxxxx in London 70% 250
Xxxxx Xxxxxx in Sydney 30% 122
Xxxxxx Xxxxxx 78
Xxxxxx Xxxxxxxx 114
Xxxxx Xxx 44
Xxxxx Xxxxxxx 42
Xxxxx Xxxxx 43
Xxxxxx Xxxxxxx 33
Xxxxxx Xxxxx 31
Xxxxxxxx Xxx 45
Xxxxxxx Xxxxxxx 18
Nick Okunew 37
Xxxxxx Xxxxxxxxx 33
Xxxxx Xxxxxx 43
Xxxxxxx Xxxxxxxx 65
Xxxxxx Xxxxxxxxxx 80
