AMENDED AND RESTATED NONEXCLUS1VE LICENSE AGREEMENT
This Amended and Restated Non-Exclusive License Agreement (hereinafter
called the "Agreement" or "License") is effective the 5th day of March, 1998, by
and between Cyberoad.com (IOM) Limited ("CIOM or "Licensor"), an Isle of Man
corporation, and International Gaming LTD. ("IG" or "Licensee"), a Nevis
corporation.
RECITALS
WHEREAS, CIOM and/or its affiliates through contractual agreements
with third parties develops gaming software, transaction systems for verifiable
events wagering, and has developed valuable technology, software, technical and
support know how and related expertise known as CR Netbook .
WHEREAS, IG desires to license software, and wishes to enter into an
agreement with CIOM for CIOM and/or its affiliates through contractual
agreements with third parties to market the services of a sports gaming facility
pursuant to which IG intends to operate and market the services of a sports
gaming facility that provides wagering opportunities on verifiable events in
sports.
WHEREAS, CIOM and/or its affiliates through contractual agreements with
third parties provides services in order for the licensee to operate and
maintain its own call center.
NOW, THEREFORE, in consideration of the foregoing premises and the
covenants and agreements recited in this Agreement and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each Party, the Parties hereby agree as follows:
ARTICLEI
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DEFINITIONS
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1.1 Software, shall mean computer-readable programs for computer
operating systems or specific applications.
1.2 Hardware, shall mean the equipment and fixtures with which
software is used.
1.3 Website, shall mean Licensee's CR Netbook domain, accessible
as a website via the Internet at a URL to be named by IG, or such other URL as
may be necessary to operate the IG Sportsbook on a Server to be located in Costa
Rica or such other location(s) as CIOM and Licensee may reasonably select.
Nothing in this definition shall be construed as giving CIOM any rights, tide or
legal ownership of, control or say of any nature over the Website of IG, whether
or not the IG website is hosted on equipment owned and managed by CIOM. IG has
absolute ownership and control over any of its Uniform Resource Locators
("URL's") and the entire website and customer database.
1.4 Internet, shall mean a network of computer networks accessible
through telephonic or other means by computer for specific uses, including, but
not limited to recreational activities, such as games, wagering, betting, and
related support activities.
1.5 Platforms, shall mean the equipment, programs, and
telecommunications network access necessary for the provision of specific
telecommunication network activities, including but not limited to games,
activities, and other specific uses.
1.6 Network(s), shall mean a system(s) by which individual
computer operators may communicate with one another via telephonic or wireless
means.
1.7 On-Line Operating System(s), shall mean that software which
supports communication and specific applications over one or more networks.
1.8 Proprietary Technology, shall mean that CIOM's Know-How,
whether patented or unpatented, registered or unregistered, copyrighted or
uncopyrighted, confidential or in the public domain, or acquired by assignment,
license, or other means. The term Proprietary Technology shall include, but
shall not be limited to CIOM's CR Netbook~ On-line Sportsbook management and
delivery system.
1.9 IG Sportsbook, shall mean Licensee's unique software
application(s) derived from Licensor's CR Netbook(TM) template, operating on the
Site.
1.10 Gaming, shall MEAN THE USE OF gaming SOFTWARE AND TRANSACTION
systems for verifiable events wagering.
1.11 On-Line Wagering, shall mean Gaming activities of any kind
performed over Network(s)
1.12 Content Provider, shall mean the Licensee of a website derived
from the CR Netbook (TM) template.
1.13 Process, means the process. method, procedure, sequence,
steps, or use of apparatus including, in whole or in part, Licensor's Trade
Secrets and Know-How.
1.14 Trade Secrets, means the process, drawings, engineering
designs, computations, specifications, materials, customer lists, vendor
sources, formulas and any and all other secrets owned by Licensor to the method,
Process and equipment necessary to enable Licensee to use the CR Netbook~ as a
Content Provider.
1.15 Know-how, means the knowledge, skills, and experience of
Licensor to the method, Process, and equipment to make available the CR Netbook
(TM) application.
1.16 URL, shall mean Uniform Resource Location.
1.17 Server, shall mean a computer Hardware system with
communications capabilities to support the On-Line Operating System(s).
1.18 CR NetbookTM, shall mean On-line Sportsbook management and
delivery Software applications as demonstrated as of the date of this Agreement
or reasonable variations thereof, and use by On-Line Operating System access of
any other. Such Software shall be the template by which a unique identity IG
Sportsbook shall be developed by CIOM for Licensee.
ARTICLE II
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THE LICENSE
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2.1 Grant of Nonexclusive license. In consideration of IG's
payment of license fees described in Section 2.2 below, and for other good and
valuable consideration, CIOM grants to IG (a) a nonexclusive right and license
to use the Proprietary Technology as a Content Provider at a single Internet
Website.
2.2 license Fee. IG shall pay to CIOM a license fee of US$ 125,000
in U.S. funds and shall be payable in kind as follows:
2.2.1 US$ 22,500 by March 20, 1998,
2.2.2 US$45,000 by April 20,1998,
2.2.3 US$57,500 by May 20,1998.
2.3 Covenant Not to Compete. At all times during and after
termination of this License, IG shall not disclose to any other party any of the
CIOM's Proprietary Technology.
ARTICLE Ill
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REPRESENTATIONS AND WARRANTIES
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3.1 Licensor's duties under this Agreement shall not be enforceable
until the Licensee shall have satisfied its due diligence obligations,
represents and warrants and other undertakings as follows:
3.1.1 IG's completion of all steps necessary to consummate the
payments specified in Paragraph 2.2.
3.1.2 Licensee's execution of the Operating and Revenue Sharing,
Management Services Agreement.
3.1.3 Licensee's commitment to develop a professional marketing
plan to be developed and implemented by Licensee at its sole cost and expense
3.1.4 Execution by IG, of CIOM's Non-Disclosure Agreement.
3.1.5 IG's written confirmation that all publicity, press releases
and public announcements that mention CIOM or its proprietary products, shall be
subject to the prior written approval of CIOM.
3.1.6 Certifications by IG and CIOM that they are corporations in
good standing and validly existing under the laws of their respective
jurisdictions of incorporation.
3.1.7 Certifications by IG and CIOM that their actions entering
this License have been duly authorized by their respective boards of directors
and any governmental agencies of any kind having jurisdiction over them and
their activities.
3.1.8 Certifications by IG and CIOM that their entering this
Agreement will not violate any other agreements of any kind to which they are a
party, and that this Agreement will be enforceable by its terms.
3.2 Licensee's duties under this Agreement shall not be
enforceable until CIOM shall have satisfied its due diligence obligations,
represents and warrants and other undertakings as follows:
3.2.1 CIOM represents that: (i) it is protected from unauthorized
disclosure the Proprietary Technology; (Ii) it has not revealed the Trade
Secrets and Know-How to anyone who has not agreed to observe the confidential
nature of such Proprietary Technology; (iii) its service marks and copyrights
are free of any known infringement or any known dilution by others, and; (iv) it
is the sole owner of such Proprietary Technology and has the right to grant the
nonexclusive license described in this Agreement, the execution of which will
not violate any other agreement to which CIOM is a party.
ARTICLE IV
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TERM ADDITIONAL REPRESENTATIONS AND WARRANTIES
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4.1 Term. This Agreement shall remain in force for a 99 year term
or until the agreement is terminated. Nothing in this Agreement shall be
construed as creating an exclusive right by either Party with respect to the
other Party's ongoing activities. Upgrades and support are covered under
separate agreement. CIOM is not obligated under this agreement to provide
services to IG other than those specifically defined herein.
4.2 Representations by CIOM. CIOM represents that it has kept the
proprietary technology proprietary, has not revealed the Trade Secrets and
Know-How to anyone who has not agreed to observe the confidential nature of such
Proprietary Technology, its service marks and copyrights are free of any known
infringement or any known dilution by others, it is the sole owner of such
Proprietary Technology and has the right to grant the nonexclusive license
described in this Agreement, the execution of which will not violate any other
agreement to which CIOM is a party.
4.3 Confidential Information. Each Party shall treat all
Confidential Information which may be disclosed by the other Party (the
"Disclosing Party") to the Party receiving such information (the "Receiving
Party") as confidential commercial property and shall not, during or after the
term of this Agreement, use or disclose to others, except as provided in this
Agreement, any Confidential Information which may heretofore or hereafter come
within the knowledge of the Receiving Party in performing its duties hereunder.
This limitation on disclosure shall extend to the substance of any discussions
concerning the Confidential Information. The foregoing shall not prevent the
Receiving Party (a) from making use of or disclosing other information which the
Receiving Party can show has become part of the public domain other than by acts
or omissions of the Receiving Party; (b) which the Receiving Party can show has
been furnished to him/her by third parties as a matter of right, without
restriction on disclosure; (c) which the Receiving Party can show was in his/her
possession prior to disclosure of the information from the Disclosing Party to
the Receiving Party; or (d) which has to be disclosed to a court of law or
governmental agency as a mater of law. (In the event of the occurrence of a
disclosure pursuant to subparagraph (d), the Receiving Party agrees to notify
the Disclosing Party promptly of the disclosure and of the circumstances
concerning the disclosure and agrees to take whatever legal steps are necessary
to assist the Disclosing Party in protecting the Confidential Information.).
4.4 Warranties. CIOM Disclaims ALL WARRANTIES OR REPRESENTATIONS,
EXPRESSED OR IMPLIED, ON THE MERCHANDISE OR OPERATION OF THE IG SPORTSBOOK.
4.5 NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMIT~ ED BY ISLE
OF MAN OR ANY OTHER LAW FOUND TO GOVERN ITS PERFORMANCE UNDER THIS AGREEMENT,
CIOM DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO IMPLIED WARRANTEES OF MERCHANTABILITY AND FITNESS FOR A Particular
PURPOSE OR USE, OTHER THAN FOR THE OPERATION OF SPORTSBOOK WAGERING, FOR THE
SERVICE, SOFTWARE, AND. HARDWARE INVOLVED IN OR RELATED TO THE OPERATION OF ITS
LICENSEE'S IG SPORTSBOOK SITE.
4.6 No Liability for Consequential Damages. TO THE MAXIMUM EXTENT
PERMITTED BY ISLE OF MAN OR ANY OTHER LAW FOUND TO GOVERN ITS PERFORMANCE UNDER
THIS AGREEMENT, CIOM SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING,
BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES FOR
PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION, OR EXEMPLARY) ARISING FROM OR RELATED TO OPERATION OF
LICENSEE'S IG SPORTSBOOK SITE.
4.7 No Developments by Licensee. Except as expressly and
unambiguously provided in this Agreement and as conditions of Licensee's license
pursuant to this Agreement, Licensee represents, warrants and agrees: (1) not to
modify, alter, add to, create any derivative work of, or include in any other
software the Proprietary Technology or any portion thereof; (ii) not to reverse
assemble, decompile, or otherwise attempt to derive source code (or the
underlying ideas, algorithms, structure or organization) from the Proprietary
Technology; (iii) to keep CIOM informed as to any problems encountered with the
Proprietary Technology. Licensee agrees to conduct its business in a manner
which favorably reflects upon the Proprietary Technology. Licensee shall not
use, in the performance of its obligations under this Agreement, any
improvements or additions to or in support of the Website applications
considered a part of the CR Netbook (TM){ gaming system developed by or on its
behalf, without the prior written consent of Licensor.
ARTICLE V
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Infringement AND RELATED ISSUES
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5.1 Protection of Licensee Against Infringement by Others. Within
thirty (30) days of discovery, IG shall notify CIOM in writing of any
infringement, theft., or dilution of CIOM's Proprietary Technology. Provided
such notification is received within thirty (30) days of its discovery by IG,
all costs, attorneys' fees, and other expenses of any action, suit, or
proceeding CIOM may initiate, unless collected from the person or entity against
whom such action, suit, or proceeding is brought, shall be borne by CIOM and all
damages recovered in such action shall be paid to CIOM. IG shall cooperate in
any way necessary, but without expense to it, in the prosecution of any such
action, suit, or proceeding. If IG fails to provide such notice in writing
within thirty (30) days, ft shall reimburse CIOM for CIOM's reasonable costs,
attorney's fees, and other expenses of such action, suit, or proceeding, unless
CIOM is otherwise reimbursed in full by the person or entity against whom it is
brought.
5.2 Protection of Licensee Against Actions for Infringement.
Provided Licensee notifies CIOM in writing within thirty (30) days of any
claims, demands, or suits against Licensee, based upon invalidity of or
infringement by any Proprietary Technology licensed under this Agreement, CIOM
shall indemnify, hold harmless, and defend Licensee from any such claims,
demands, or suits against Licensee.
ARTICLE VI
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CONFIDENTIALITY
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6.1 Obligations. Each party shall receive and hold all
Confidential Information of the other party in confidence and shall exercise the
same degree of care to prevent the disclosure of such Confidential Information
as ft does to protect its own Confidential Information. As a minimum protection,
the receiving party shall limit disclosure of Confidential Information to its
employees having a need to know such information and shall not disclose the
Confidential Information of the other party to any third party, individual,
corporation or other entity, without the prior written consent of the disclosing
party, which consent can be conditioned on such restrictions as the disclosing
party may specify. Each party's obligations under this Section shall survive the
termination of this Agreement and shall continue so long as the received
Confidential Information remains Confidential Information within the meaning of
this Agreement.
6.2 Return of Confidential Information. Within thirty (30) days
following termination or expiration of this Agreement for whatever reason, at
the disclosing party's request the receiving party shall return the original and
all copies of Confidential Information to the disclosing party, or certify in
writing that all copies have been destroyed.
6.3 Inspection. Every party may, at its own expense, examine the
other party's applicable records to verify that such party has satisfied such
party's obligations under this Section 6 relating to the protection of
Confidential Information. Each party agrees to make its records available to the
other party as requested from time to time. No such examination shall be made
more than once during any three-month period. The audited party shall be
entitled to require execution of nondisclosure agreements by arty person
designated to perform such an examination.
ARTICLE VII
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SYSTEMS REQUIREMENTS AND PERFORMANCE STANDARDS
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7.1 System Requirements. CIOM shall design and deliver on
Licensee's behalf turn-key Software and Hardware system to operate and support a
unique On-line IG Sportsbook at the Site accessible from the Internet or the
telephone. The system shall have the following operating features:
7.2 Performance. The functional specification will be designed so
as to ultimately provide for the support the following general capability,
subject to a ramping plan for implementation that shall be at the sole
discretion of CIOM minimum of 10,000 users.
7.3 Language. Version 1.0 of the IG Sportsbook Site shall
communicate by the English language. For future versions of the IG Sportsbook,
CIOM shall reasonably adapt IG's Sportsbook Site to other languages including
Japanese, Chinese, Spanish, German, and Russian, as may be financially and
technically feasible, at the sole expense of 1G.
7.4 Customizing. At any time after final acceptance by IG, at
Licensee's request and sole expense, CIOM shall promptly and reasonably
customize the original Site and Licensee's IG Sportsbook located them, by
additional programming. to create modifications and other requested changes. All
costs for adapting Licensee's IG Sportsbook Site shall be incurred pursuant to a
budget agreed to by the Parties.
7.5 Proprietary Data Bases. CIOM shall provide a reasonable system
design to create proprietary database(s) of Clients who visit, register, or
wager at the Site. The database(s) will include the ability to create a basic
set of reports, including the delivery to IG of the report writer associated
therewith, necessary to rim the business and as specifically agreed by the
Parties. CIOM will maintain the database(s) and agrees that ft will not solicit
Licensee's clients or sell, disclose, or knowingly transmit, any proprietary
client data to any third party without Licensee's written consent. CIOM further
agrees not to contact, attempt to sell to or in any way conduct business or
initiate a direct business relationship of any nature with the clients of IG
without the express written consent of 1G. IG acknowledges that ft will be
responsible for any software licenses from any third party suppliers that are
needed for the system to function. The proprietary database shall remain and be
the sole and exclusive property of 1G.
7.6 Contents. Licensee shall be solely responsible for reasonably
approving the IG Sportsbook "contents" to be installed by CIOM for the benefit
of Licensee. The system will be played from a IG Sportsbook sitting on a
server(s) in Costa Rica and Vancouver, B.C.
7.7 Specific Event Types. CIOM shall provide at least the
following event types:
7.7.1 NFL Football
7.7.2 NCAA College Football
7.7.3 NBA Basketball
7.7.4 NCAA College Basketball
7.7.5 NHL Ice Hockey
7.7.6 Major League Baseball
7.7.7 Boxing
7.7.8 Soccer
7.8 The System shall include the following wagering types:
Moneyline
Game Total
Teasers & Parlays
Propositions/Exotics
Point spreads
Futures
7.9 New Event Types. CIOM shall promptly incorporate new event types
into the IG Sportsbook as may be reasonably requested by Licensee in writing and
as included from time to time in the standard CIOM product family in the normal
course of business. Such event types shall be added at Licensee's expense unless
they are incorporated into the standard CIOM product family in which case they
will be provided at the sole expense of CIOM.
7.10 Player Registration. CIOM shall provide online user access to
allow users to register electronically as prospective account holders of the
Site and to review all rules, terms, and conditions applicable to Gaming and
other uses on the Site. Basic reports will be available to IG in the database(s)
which will track registration activity.
7.11 Maintenance. CIOM will provide general system maintenance for
the term of this agreement at its sole expense.
7.12 Installation Acceptance. Prior to final acceptance by IG,
CIOM will perform a live session for Licensee demonstrating the features and
functions of the system which shall materially comply with the functional
specifications and related documentation as agreed to by the Parties.
7.13 Software System. CIOM shall provide software applications as
are currently provided in the IG Sportsbook system and any updates available to
CIOM, and the demonstration IG Sportsbook system, which applications shall allow
various systems solutions, including On-Line real time Gaming, generation and
reconciliation of wagering, player accounting, and reporting such data to
Licensee in a form and manner reasonably agreed between CIOM and Licensee. This
paragraph does not in anyway limit the intent of the IG Sportsbook gaming system
or in anyway intend that the IG Sportsbook gaming system shall be limited by
current applications, whether developed or licensed by CIOM. CIOM agrees to
always have IG supplied with its most current online gaming technology,
encompassed by both the applicable definition and intent of' the IG Sportsbook
gaming system, which may or may not include current software applications either
currently developed or licensed by CIOM.
7.14 Hardware. Hardware is as covered under the Operating and
Revenue Sharing, Management Services. The Parties agree and acknowledge that the
ramping plan, and the costs associated therewith, will require interim
implementation prior to installation of a full-scale system contemplated by the
functional specification. Said ramping plan shall be implemented at the sole and
complete discretion of CIOM.
7.15 Interactive Voice Response (IVR). CIOM may provide, at its
sole discretionary cost and expense, a software system and related equipment
necessary to operate a potential IVR system to be eventually integrated into the
Sportsbook Site, which may in the future provide for users to access the IG
Sportsbook using a telephone.
7.16 Operation and Repair. The following performance standards
shall, apply to Licensor's obligations under this Agreement up until delivery to
IG of CIOM's Notice of Completion: CIOM shall provide an Internet Sportsbook
webpage site within thirty (30) days of payment in full.
7.17 Server(s). CIOM shall, subject to a ramping plan to be
developed by CIOM under CIOM's sole discretionary implementation, provide
sufficient server capacity, such that a minimum of 10,000 users simultaneously
of the IG Sportsbook may reasonably operate the applications contained in the IG
Sportsbook gaming system. All repairs made by CIOM shall be at its expense. CIOM
shall have no liability to Licensee for damages arising from or related to
operation of the Server except for gross negligence of CIOM's employees, agents,
or invitees.
7.18 Website. Website will initially be developed at the sole cost
of 1G. CIOM shall, subject to content provided by Licensee, keep the Site in
good working condition and repair, except for any damage caused to the Site by
any negligent act of Licensee or its agents, employees, or invitees, and except
for events beyond CIOM's control. All repairs made by CIOM shall be at its
expense. CIOM shall have no liability to Licensee for damages arising from or
related to operation of the Site except for gross negligence of CIOM's
employees, agents, or invitees.
7.19 Alterations. Licensee shall not make any alterations,
revisions or updates to any programs or graphic displays used on the Website and
shall submit all requests for any such alteration to CIOM in writing. Upon
receipt of any such request by Licensee, CIOM shall reasonably determine whether
any such alterations may be incorporated into the Website and CIOM shall
reasonably report such determinations to Licensee. Thereafter, if CIOM
determines such alterations may reasonably be made, it shall do so at Licensee's
expense
7.20 Flaws or Glitches. CIOM shall promptly correct any flaws or
glitches in any program or graphic displays.
7.21 Website Control CIOM shall install system software, as
approved by Licensee, on all Servers to ensure the continued operation of the
Website. Licensee shall be solely responsible for all Content made available at
the Website and nothing herein shall be construed as ownership by CIOM of IG's
proprietary content, customer database, or URL's. Nothing in this paragraph
shall be construed to constitute control of such contents by CIOM and the
Licensee agrees to allow display at the Website of any such disclaimer
reasonably requested by CIOM.
ARTICLE VIII
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DISCLOSURES
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8.1 Disclosures. Neither party shall disclose the terms of this
Agreement to any third party, except as required by law or any public regulatory
agency, without the prior written consent of the other party, which consent
shall not be unreasonably withheld; provided that either party may disclose the
terms of this Agreement to its employees who will perform services related to
this Agreement, to its legal counsel, accountants and other professional
representatives and to such other persons as may be required by court order or
legal process. Each party acknowledges and agree that it shall be responsible
for, and such party shall not object to, the other party disclosing the terms of
this Agreement to any proposed investor or contracting party, and their legal,
accounting and other professional representatives, in connection with any
securities offering, proposed corporate acquisition or reorganization, loan
transaction with a financial institution or similar transaction.
ARTICLE IX
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DEFAULTS AND REMEDIES
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9. Events of Default and Remedies.
9.1 Defaults. It shall be an Event of Default if any of the
following breaches exists and remains in effect for a period of fifteen (15)
days after receipt of written notice to the other party.
9.1.1 There exists a final judgment declaring the Proprietary
Technology as infringing upon the rights of any third party to preclude or
substantially impair the lawful operation of the Proprietary Technology,
Licensee's Site or Licensee's IG Sportsbook.
9.1.2 CIOM fails to perform or comply with any of the provisions
set forth in this Agreement relating to system functions which failure shall
have continued for fifteen (15) days;
9.1.3 CIOM fails to perform or comply with any of the warranties
or representations set forth in this Agreement, which failure shall have
continued for thirty (30) days following notice by Licensee to
CIOM.
9.2 CIOM's Rights and Remedies. Upon the occurrence of any Event
of Default under Section 9.1 and at any time thereafter, in addition to all
other rights and remedies available under the Uniform Commercial Code of Isle of
Man or other applicable law, this Agreement or otherwise, CIOM shall have the
right to terminate this Agreement which right may be exercised, in CIOM's
discretion, at any time or times, individually or cumulatively, with or without
judicial process, with or without the assistance of others and without notice to
or consent by Licensee except for any obligations, including payment
obligations, that have occurred on or before the date of such termination or if
such notice, consent or judicial process is expressly required by law:
9.3 licensee's Rights and Remedies. Upon occurrence of any Event
of Default described in Section 9 and at any time thereafter, in addition to all
other rights and remedies available under the Uniform Commercial Code of Isle of
Man or other applicable law, this Agreement or otherwise, Licensee shall, at its
option, be entitled to terminate this Agreement without any further obligation
to CIOM except for any obligations, including payment obligations, that have
occurred on or before the date of such termination, with or without notice to or
consent by CIOM, except if such notice, consent, or judicial process is
expressly required bylaw.
ARTICLE X
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ARBITRATION
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10. Arbitration.
10.1 Arbitration of Disputes. All disputes arising out of or
in connection with this contract, or in respect of any defined legal
relationship associated therewith or derived therefrom, shall be referred to and
finally resolved by arbitration administered by the British Columbia
International Commercial Arbitration Centre pursuant to its Rules. The Place of
Arbitration shall be Vancouver, British Columbia, Canada.
10.2 Notice. By signing in the space below you are agreeing
to have any dispute arising out of the matters included in the "Arbitration of
Disputes" provision decided by neutral arbitration and you are giving up your
judicial rights to appeal, unless those rights are specifically included in the
"Arbitration of Disputes" provision. Your agreement to this arbitration
provision is, voluntary.
We have read and understand the foregoing and agree to submit disputes arising
out of the matters included in the "Arbitration of Disputes" provision to
neutral arbitration.
INTERNATIONAL GAMING LTD. CYBEROAD.COM (IOM) LIMITED
/s/ Eugene Herbert
- --------------------
By /s/ John Coffey
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Eugene Herbert
John Coffey, President
ARTICLE XI
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MISCELLANEOUS
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11.1 New Technology. If, during the term of this Agreement,
CIOM makes any incremental improvements in the Proprietary Technology or becomes
the owner or licensee of such incremental improvements through software and
hardware applications, know-how, trade secrets, copyrights, and trademarks, it
shall communicate such improvements to IG and give IG full information regarding
their use. Any improvements or suggestions implemented into the CR Netbook
system by IG shall immediately be the property of CIOM, and attach to IG's
license with all rights which are granted to IG for the Proprietary Technology,
without payment of any additional royalties for such improvements.
11.2 Marking. IG agrees it will mark all literature and
Website communications of any kind under this Agreement with the appropriate
trademark, copyright, or patent marking and further agrees to allow CIOM to
place the CR Netbook~ logo on the IG Sportsbook website. CIOM agrees it will
mark all literature and site communications that are the intellectual property
of IG of any kind under this Agreement with the appropriate trademark, copyright
or patent marking reasonably required by 1G.
11.3 Choice of Law. All disputes concerning the validity,
interpretation, or performance of this Agreement and any of its terms or
conditions, or of any rights or obligations of the Patties, shall be governed by
the laws of Isle of Man.
11.4 Complete Understanding and Modifications. This Agreement
constitutes the complete expression of the terms of the grant of this
nonexclusive license. All previous and contemporaneous agreements,
representations, and negotiations, whether oral, written, or implied, are
superseded by this Agreement, except those included in the recitals to this
Agreement and except those included in the Operating and Revenue Sharing
Management Services Agreement. Any modifications to this Agreement must be
reduced to writing, signed by both Parties, and attached to this Agreement, to
be effective.
11.5 Assignability. IG shall have the right, subject to
CIOM's consent, which consent shall not unreasonably be withheld, to assign this
License to an affiliate or a purchaser of all or substantially all the stock or
assets of IG, after which any such assignee or purchaser shall become a party to
this License. Notwithstanding any such assignment or sale, IG shall remain
liable as an unconditional guarantor of such assignee's or purchaser's
obligations under this Agreement. CIOM may assign the Agreement without IG's
prior written consent. The provisions hereof will be binding and inure to the
benefit of the respective party, their successors and assigns.
11.6 No Waiver. The failure by either Party to this Agreement to insist
upon performance by the other Party shall not constitute a waiver of any rights
under this Agreement and shall not bar, by waiver or estoppel, insistence upon
performance by the other Party.
11.7 Relationship of Parties. Nothing in this Agreement shall be
construed in a manner which would create the relationship between the patties of
employee-employer, principal-agent, joint venture, partnership, or anything
other than a CIOM-IG relationship.
11.8 Retention of Ownership. This Agreement is not to be construed
as an assignment of or transfer of ownership in the Proprietary Technology or
related information. CIOM retains ownership of the Licensed Proprietary
Technology and all its improvements, additions, and database(s) related thereto,
subject to this License. IG retains the ownership of its URL, Website and
customer database.
11.9 Severability. The provisions of this Agreement are severable.
If any provision of this Agreement or the application thereof to any person or
circumstances is held invalid, illegal or unenforceable, it shall be deemed
stricken and all the remaining provisions shall remain in full force and effect.
11.10 Survival of Obligations. Each Party does for it and its
successors, heirs, executors, administrators, representatives, insurers, agents,
and assigns, covenants and agrees that it and they will continue to adhere to
the restrictions and obligations of this Agreement and this Agreement shall
inure to their continued benefit.
11.11 Recitals. The recitals shall be considered part of this
Agreement.
11.12 Headings. The Headings are for informational purposes only
and shall not constitute part of this Agreement.
11.13 Multiple Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be considered an original executed
version of this document.
11.14 Notices. Any notice given by either Party to the other Party
shall be deemed to have been sufficiently given if sent by registered air mail
or by cable, telex, or telecopier, to the address of the Party as follows,
unless such other Party designates another address in writing
If to CIOM
Cyberoad.com (IOM) Limited
Castle Hill, Victoria Road
International House
Douglas, Isle of Man
British Isles, 1M2 4RB
If to Licensee:
Eugene Herbert
International Gaming LTD.
C/o Nevis International Trust Company
Stoney Grove, Charlestown
Nevis, West Indies
And fax copy to: 212-504-7979
869-469-5898
11.15 Good Faith. The parties specifically agree to carry out the
provisions of this Agreement in good faith.
11.16 Integration. This Agreement shall constitute the entire
Agreement between the parties with respect to the subject matter hereof except
sections covered in more depth in the Operating, Revenue Sharing and Management
Services
Agreement and any other agreement referred to in this agreement. All prior and
contemporaneous communications, representations, and agreements between the
parties concerning the subject of this Agreement, whether oral or written, are
superseded by this Agreement
11.17 Force Majeure. Neither party shall bear any responsibility
or liability for any losses arising out of any delay or interruption of their
performance of obligations under this Agreement due to an act of God, act of
governmental authority, act of public enemy or due to war, dot, flood, civil
commotion, earthquake, insurrection, labor difficulty storm interruption of
electrical power, of any other cause beyond the reasonable control of the party
delayed.
11.18 Limitation on Legal Actions. No action (regardless of form or
theory of liability) arising out or relating to this Agreement may be brought by
either party more than two years after the date the cause of action occurred. A
cause of action shall be considered to have occurred when the injured party
discovers, or in the exercise of due diligence should have discovered, a default
or breach of this Agreement.
ARTICLE XII
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COMPLIANCE WITH LAW
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12.1 IG represents and warrants to CIOM that (r) no consent, approval,
order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state, local or provincial governmental
authority on the part of the Licensee is required in connection with the
consummation of the transactions contemplated by this Agreement; (ii) there is
no action, suit, proceeding or investigation pending or currently threatened
against the Licensee which questions the validity of this Agreement or the right
of the Licensee to enter into it, or to consummate the transactions contemplated
hereby; (iii) IG has, and is in compliance with, all franchises, permits,
licenses, and any similar authority necessary for the conduct of its business as
now being conducted by it and believes it can obtain, any similar authority for
the conduct of its business as planned to be conducted, and (iv) to the
Licensees' knowledge the Licensee is in compliance in all material respects with
all federal or state statutes, rules or regulations applicable to the
transactions contemplated by this Agreement and the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby will not result in any such violation or cause the
suspension, revocation, impairment, forfeiture, or non-renewal of any material
permit, license, authorization, or approval applicable to the IG Sportsbook
gaming system.
12.2 Licensee acknowledges and agrees that it is not relying on CIOM to
advise it with respect to legal or regulatory compliance in connection with the
IG Sportsbook gaming system or any other uses of the Proprietary Technology
licensed hereunder and that Licensee is making its own determinations with
respect thereto and is relying on its own legal counsel to advise it connection
therewith. Notwithstanding the foregoing, each Party mutually acknowledges the
existence of regulatory jurisdiction of national and sub-national units and
covenant and agrees to cooperate at its own expense with all such units to
obtain any regulatory review, license, concession, or other permission such
units may require.
12.3 Nothing in this Agreement shall be construed as requiring CIOM~
its affiliates, agents, and joint-venturer, to operate or act as a Sportsbook
operator or any equivalent entity relating to the risk of any of the wagers
transacted on its behalf under this agreement.
12.4 Licensee assumes all risk (1) associated with gaming related
licensing and permitting hereunder in the United States and each state thereof
and (ii) and relating to or associated with Licensee the conduct and operation
of the On Line System.
12.5 Further Action. The parties hereto shall execute and
deliver all documents, provide all information and take or forbear from all such
action as may be necessary or appropriate to achieve the purposes of the
Agreement.
12.6 Indemnity. Both parties shall defend, indemnify and hold
harmless the other party against all claims, demands, actions, proceedings,
costs and damages of any kind, including attorney fees, arising from or related
to any acts or omission by the other which are relied on in entering into this
Agreement. CIOM shall defend, indemnify and hold IG harmless against all claims,
demands, actions, proceedings, costs and damages of any kind, including attorney
fees, arising from any third parties who may have an interest in technology
provided by CIOM to IG, mused by IG using any technology provided by CIOM in the
manner contemplated in this agreement.
IN WITNESS WHEREOF, each party of the parties has caused this
Agreement to be executed on the date first above stated.
CYBEROAD.COM (IOM) Limited
/s/ John Coffey
_____________________________ By_______________________________
Witness By:.John Coffey, President
INTERNATIONAL GAMING LTD.
/s/ Michael Flint /s/ Robert Herbert
_____________________________ By________________________________
Witness Title: President
SCHEDULE "A"
For purposes of expediency and clarity, this MOU outlines the
principal terms of the agreement that is to follow.
Systems Use Fee
In exchange for the System Use Fee paid to CIOM, through service
agreements it shall provide the following in order to operate and maintain the
IG Sportsbook:
A 6 line call center with computer stations
Services in order for the licensee to operate and maintain its own
call center.
Transaction server in Costa Pica
Web server in Vancouver
Satellite ground station and hookup facilities
Network access to the Internet
System Use Fee is: US$62,000 for the Network system (includes network
hook-up, network ground station facility, and routers.
Includes installation of all equipment.
US$30,000 for a six-line phone/operator system in
CR
Total: US$92,000
To be paid as follows: US$25,000 by March 20,1998, and US$45,000
by April 20,1998, and an additional US$27,000 by May 20,1998. IG may pay the
payments due at 30 and/or 60 days up to 30 days late without penalty.
Operating Costs
IG shall pay for the maintenance of its call center staff, client support,
variable and fixed tele-communications charges, and marketing expenses and a pro
rata share of the rent. Any expansion of the facilities requested or determined
to be necessary by IG, shall be paid by IG at cost, as agreed to CIOM and IG, on
an ongoing basis. CIOM will pay for all system support and maintenance. The
fixed bandwidth cost per month is US$5,000, payable from the time the site is
operational.
Website
IG will pay CIOM an integration fee of US$ 10,000 for the services of
integrating the proposed Web site into the CR - Netbook TM, due upon completion
of integration.
Software License
The license cost is US$125,000, payable in three stages, US$22,500 by
March 20,1998, and $45,000 by April 20,1998, and US$57,500 by May 20,1998. IG
may pay the payments due at 30 and/or 60 days up to 30 days late without
penalty.
Revenue Sharing
IG shall receive 80% of the Internet generated GGR. The GGR is defined
as the Gross Revenue minus payout to the winners and before operating costs.
On-line Wagering, shall mean Gaming activities of any kind performed over
Network(s).
Payment Schedule
20-Mar 20-Apr 20-May 20-Jun 20-Jul
------- -------- --------- --------- ------------
CR - Netbook . . 22500 45000 57500
Systems User Fee 25000 45000 27000
Website. . . . . 15000 15000
Graphic Design . 5000 5000
Casino Software* 35000 * 40000 * 40000* 35000 *
Casino Servers . 15000
Casino Graphics. 10000
------- -------- --------- --------- ------------
Total. . . . . . 102500 110000 124500 65000 35000
------- -------- --------- --------- ------------
<FN>
*Contingent upon receipt~ of funding. No work to be started until payment made.
OK to above schedule subject to the * contingency.
FOR: INTERNATIONAL GAMING LTD.
/s/ Eugene Herbert
- --------------------
Eugene Herbert