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EXHIBIT 10.22
WEBSITE MARKETING AGREEMENT
Effective April 19, 1999.
BETWEEN:
▇▇▇▇▇▇▇▇.▇▇▇ (ISLE OF MAN) LIMITED, an Isle of Man corporation having a
place of business at ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ Road,
▇▇▇▇▇▇▇, Isle of Man, IM2 4RB
("Cyberoad")
AND:
CYBEROAD GAMING CORPORATION, a St. Kitts corporation having a place of
business at ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇. Kitts, West Indies
("CGC")
NATURE OF AGREEMENT:
A. Cyberoad is able to provide specialized marketing and management
services with respect to Internet Sportsbook and Casino gaming websites.
B. CGC, owner of a Sportsbook and Casino website known as the Bigbook and
Casino, located at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, has expressed a desire to secure
the marketing and management services of Cyberoad on the terms and
conditions hereinafter set forth.
AGREEMENT:
The following shall constitute Cyberoad's and CGC's agreement with respect to
marketing and management services.
1. DEFINITIONS
The terms and expressions set out in Schedule "A" hereto shall, when
used in this Agreement and the Schedules hereto have the meanings there
ascribed to them.
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2.
2. MANAGEMENT SERVICES
Subject to the terms, covenants and provisos contained herein, Cyberoad
hereby agrees to provide to CGC those Management and Marketing services
specified in Schedule "A" hereto.
3. CONTRACT TERMS
The Management and Marketing Services and the payment terms shall be
those set out in Schedule "B" hereto.
4. TERM AND TERMINATION
4.01 This Agreement is effective from the date first written above
for a period of five years unless earlier terminated in
accordance with the terms Of this Agreement.
4.02 This Agreement shall be automatically renewed for successive
renewal periods of one year each on each anniversary of the
effective date of this Agreement. The terms of this Agreement
shall remain in full force and effect as long as it is renewed
annually. All provisions of this Agreement shall apply both for
the initial five year term of this Agreement and for all
subsequent extensions.
4.03 Cyberoad may terminate this Agreement following thirty (90) days
written notice.
5. MARKETING PLAN
Cyberoad must prepare and present a Marketing Plan, as outlined in
Schedule "A", for each year of the Agreement for approval by CGC. CGC
will not unreasonably withhold approval of said plan, Cyberoad will be
responsible for all costs associated with the preparation of the
Marketing Plan.
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3.
6. CONFIDENTIALITY
6.01 OBLIGATION Both parties to this Agreement shall keep in
confidence and prevent the disclosure to any person of any and
all Confidential Information which is received from the other
party by reason of negotiating, entering into or performing in
accordance with this Agreement.
6.02 EXCEPTIONS Notwithstanding the provisions of paragraph 6.01
hereof, neither party shall be liable for disclosure of the
Confidential Information if the Confidential Information was
required to be disclosed pursuant to law or a judicial order;
was generally known to the public at the time it was disclosed;
was known to the party receiving same at the time of its
disclosure; was disclosed with the prior approval of the other
party; was independently developed by the receiving party and
without any person having access to the Confidential Information
participating in such development; or is disclosed by a party to
this Agreement in exercising its rights under this Agreement,
6.03 EMPLOYEES The parties hereto hereby undertake to cause any
employees, contractors, or agents to whom any of the aforesaid
Confidential Information is or may be transmitted to be bound by
the same obligations of secrecy and confidentiality as the
parties are bound by pursuant to this Agreement.
7. OWNERSHIP
The parties acknowledge and agree that the websites, are the property
of CGC.
8. OPTION TO PURCHASE
In consideration of Cyberoad's commitment to assume all the
initial costs of the Marketing Plan, CGC grants to Cyberoad an
irrevocable option to purchase the Bigbook and Casino website
and all rights thereto, The term of said option will be five
years from the effective date of this Marketing Agreement and is
exerciseable at anytime upon Cyberoad giving CGC 30 days notice
and paying, upon closing, an additional $US200,000 to CGC.
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9. GENERAL
9.01 ENTIRE AGREEMENT Except as specifically provided herein, this
Agreement contains the entire and only agreement and
understanding between the parties relating to the subject matter
hereof and supercedes all proposals, written or oral, and all
other communications between the parties relating to the subject
matter of this Agreement. This Agreement may not be modified
except in writing signed by each of the parties hereto.
9.02 NO PARTNERSHIP OR AGENCY None of the parties hereto shall be
construed as creating or establishing a partnership or joint
venture or association of any type between them. Neither
Cyberoad nor CGC nor their directors, servants, employees,
contractors, officers or agents shall hold themselves out as
employees, servants, or agents of the other party.
9.03 SURVIVAL OF CERTAIN RIGHTS AND OBLIGATIONS The rights and
obligations of the parties under paragraphs 6, and 7 hereof,
relating to "confidentiality" and "ownership", respectively,
shall survive and continue after expiration or termination of
this Agreement.
9.04 NOTICE Any notice required herein shall be deemed to have been
properly given 48 hours after being sent to the address of the
other party by fax, email, or by commercial courier service. The
addresses for notice shall be
CYBEROAD
Fax: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
Email: ▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Courier: the mailing address set out above
CGC
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
Courier: the mailing address set out above
9.05 GOVERNING LAW This Agreement shall be governed by and construed
in accordance with the laws of the Isle of Man.
9.06 FORCE MAJEURE The parties agree to use their best efforts to
carry out their respective obligations under this Agreement, but
in the event of strikes, lockouts, accidents, fires, delays of
carriers or suppliers, acts of God, government actions, state of
war or any other causes beyond their control, neither party
shall incur liability to the other due to the resulting
inability to perform.
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9.07 HEADINGS The headings used in this Agreement form no part of
this Agreement and shall be deemed to have been inserted for
convenience only.
9.08 ENUREMENT This Agreement shall be binding upon and enure to the
benefit of the parties hereto and their respective successors
and assigns.
9.09 ASSIGNMENT This Agreement is not assignable by other party
without the written consent of the other party, which consent
shall not be unreasonably withheld.
9.10 SEVERABILITY In the event that any provision of this ability
proves to be invalid, void or illegal, that provision shall be
deemed to be severed from this Agreement and shall in no way
affect, impair or invalidate any other provision. All other
provisions of this Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF the parties hereto have caused these presents to be executed
personally or by their duly authorized officers as of the day and year first
written above.
▇▇▇▇▇▇▇▇.▇▇▇ (ISLE OF MAN) CYBEROAD GAMING CORP.
LIMITED
Per: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Per: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------- ---------------------------------
Name ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director Title; Director
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SCHEDULE "A"
DEFINITIONS
The following terms and expressions, when used in this Agreement and all
schedules thereto, shall have the meanings here ascribed to them:
I "The Marketing Plan" shall mean
that plan which is prepared annually for the approval of CGC by Cyberoad
which outlines the details of the activities and services which Cyberoad
will implement and use in the marketing of the Bigbook website.
2. "Confidential Information" shall mean:
written or oral information concerning business plans, financial data,
technical data and other information pertaining to the business
operations of the other party.
MANAGEMENT AND MARKETING SERVICES
Cyberoad will provide state-of-the-art database building, market research,
graphic design and website development. Cyberoad will also supply fully
integrated response management and direct-mail processing services. These
include:
CORPORATE SERVICES
- Marketing Research
- Marketing Plans
- Promotion Plans
- Budgets & Timelines
- Project Management
CREATIVE SERVICES
- Concept Development
- Copy Writing
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- Graphic Design
- Electronic Art Production
- Illustration
TECHNICAL SERVICES
- Website Design
- Website Development
- Website Management
- Website Marketing
- Database Development
- Programming (HTML/Java)
MEDIA SERVICES
- Media Relations
- Media Planning
- Media Buying
- Electronic Media Dissemination
- Print Media Advertising
- Print Management
- Direct Mail Response Advertising
- Web Advertising
ACKNOWLEDGED
▇▇▇▇▇▇▇▇.▇▇▇ (ISLE OF MAN) CYBEROAD GAMING CORP.
LIMITED
Per: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Per: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------- --------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director Title: Director
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SCHEDULE "B"
CONTRACT TERMS
FEES
The following fees and payments schedules shall apply with respect to this
Agreement.
1. It is the decision of CGC that 100% of its portion of revenues generated
from the BIGBOOK site be applied for the five year term of this
agreement to the marketing plan. In the event that revenues exceed the
Annual Marketing Budget this schedule contemplates that the scope of the
plan will be expanded accordingly.
2. Payment Terms:
Cyberoad shall advise CGC monthly of marketing costs and site revenues.
In the event that revenues accruing to the BIGBOOK site are not
sufficient to meet the requirements of the Marketing Plan, CGC shall be
responsible, subject to the terms of the Marketing Plan, for
contributing whatever additional funds are required within 15 days of a
written demand.
ACKNOWLEDGED
▇▇▇▇▇▇▇▇.▇▇▇ (ISLE OF MAN) CYBEROAD GAMING CORP.
LIMITED
Per: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Per: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------- --------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director Title: Director
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Effective April 19, 1999.
BETWEEN:
CYBEROAD GAMING CORPORATION, a St. Kitts corporation having a place of
business at Box 174 Basseterre St. Kitts, West Indies.
("CGC")
AND
▇▇▇▇▇▇▇▇.▇▇▇ (ISLE OF MAN) LIMITED, an Isle of Man corporation having a
place of business at ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ Road,
▇▇▇▇▇▇▇, Isle of Man, IM2 4RB.
( "Cyberoad")
WEBSITE MARKETING AGREEMENT