INSTANT ON-LINE LOTTERY LICENSE AGREEMENT
ENTERED INTO THIS DAY OF 2003
BETWEEN
▇▇▇.▇▇▇ INC
------------
('LICENSOR') incorporated in the State of Nevada, USA with offices in Vancouver,
Canada.
AND
_____________________________,
("LICENSEE") incorporated in ________________ with offices in
____________________________
WHEREAS
- Licensor has developed a proprietary instant on-line Lottery software
program
.
- Licensor is in the business of selling on-line gaming software
Licenses to operate a lottery game and wishes to license the ▇▇▇.▇▇▇
Inc software program ('649 Software') to Licensee
- Licensee is desirous of purchasing a 649 Software license to operate
an Internet lottery gaming site.
NOW THEREFORE in consideration of the mutual promises, covenants and obligations
contained herein, and for valuable consideration, receipt of which is hereby
acknowledged, the Licensor hereby agrees to provide to Licensee a License to
operate an instant on-line Lottery game on a non-exclusive basis on the terms
and conditions outlined in this Agreement;
1
1. DEFINITIONS
-----------
AGREEMENT Shall mean this Instant On-Line Lottery License
Agreement
CREDIT CARD
PROCESSOR Shall mean a company that processes credit card
transactions.
CURRENCY Unless otherwise indicated, all dollar amounts are
expressed in United States Dollars.
EFFECTIVE Shall mean the date the Agreement has been signed and
DATE accepted by all parties.
END USER Shall mean an individual the Licensee permits to access
and utilize, but not to further distribute, the
software.
GROSS Shall mean the revenue generated from the sale of on
REVENUE line Lottery tickets.
LICENSE Shall mean the limited right to use the software
program provided to the licensee by the licensor on a
non-exclusive basis.
LOTTERY shall mean the game of selecting 6 random numbers using
the 649 Software.
HARDWARE Shall mean all the necessary computers, servers,
routers, cabling, monitors, hard-drives, back-up
systems and other equipment as determined by the
Licensor in its absolute discretion that may be
required to properly store, distribute and run the 649
software.
ROYALTY Shall mean the fees payable to Licensor by Licensee
pursuant to Schedule "E".
FEE for each ticket sold.
649 SOFTWARE Shall mean the object code version of the computer
software program provided to Licensee by Licensor.
2 THE SOFTWARE
-------------
The Licensor hereby agrees to provide to Licensee a License to operate a
649 Lottery style game on a non-exclusive basis as follows
a) THE LICENSE
------------
Licensor hereby grants to the Licensee a License to use the
Licensors proprietary software program, subject to the provisions
of sub-paragraph 2(c) below (the " License") for use of the
Licensors current version of its web based management system and
client software and server software which interfaces with a
Credit Card Processing System.
2
b) HARDWARE
--------
i) The Software to be provided by the Licensee shall load
and operate on a minimum computer hardware equipment
configuration as set out in Schedule 'G'
ii) Licensor shall retain the right to make changes to the
above configuration as necessary, at their sole
discretion .
c) USAGE
-----
i) The Licensor hereby grants to the Licensee, on a
non-exclusive basis, the right to use a copy of the
Software utilizing a URL in a legal jurisdiction.
ii) The Licensee shall not copy or distribute or cause to
be copied or distributed the Software for any purpose
except as provided herein, without the written consent
of the Licensor.
iii) The Licensor will provide the Licensee with an
affiliation program that will enable Licensee to link
third party web sites to their site. The program will
provide the Affiliates with the ability to check stats
and track their players accounts
iv) The Licensee shall not (and shall not authorize or
permit any third party), to reverse engineer,
de-compile or disassemble the Software or attempt to do
so. If the Licensee becomes aware of the source code of
the Software, it shall not make use of or disclose same
to any party.
v) The Licensor shall have the right at any time, at their
discretion, to make changes and upgrades to the
software program, wholly or partially. However, the
Licensee shall have the right to refuse to accept the
software changes.
d) TRANSACTION PROCESSING SYSTEMS. Licensor shall install a
transaction processing system that will allow Licensee's
customers to deposit funds via the Internet through the use of
credit cards accepted by a Credit Card Provider. Alternative
methods of payment, such as wire transfers, money orders, Western
Union, Netteller, and Firepay may also be available but Licensee
shall have no ownership right to the processing system.
e) SOFTWARE OWNERSHIP. Except for the License rights granted to the
Licensee in terms hereof, the Licensor retains all right, title
and interest, including the Intellectual property rights, in and
to the Software provided to the Licensee.
f) NON-EXCLUSIVE AGREEMENT. Licensee acknowledges that this is a
non-exclusive agreement and that Licensor will sell licenses to
as many other parties as are willing to enter into a licensing
agreement with Licensor.
g) RANDOM NUMBER GENERATOR Also referred to as 'RNG' shall mean the
numbers that are randomly selected by the computer for the game
using variable criteria over which neither the Licensor not the
Licensee has any control over.
3
3 DELIVERY AND INSTALLATION
---------------------------
a) DELIVERY SCHEDULE. The Licensor shall deliver or cause to be
delivered the Licensor's current Client Server program within 45
days from the date the graphics have been completed.
b) SITE PREPARATION AND INSTALLATION. The Licensor shall load and
certify the installation of the Software within 15 days from the
delivery of the client server. The Licensee shall reimburse the
Licensor for any out-of-pocket expenses expended at the request
of the Licensee.
4 CONDITIONS OF LICENSE
-----------------------
a) OWNERSHIP OF SOFTWARE. All right, title and interest in and to the 649
Software, and any copies thereof and all documentation, source code and
logic, which describes and/or composes such software remains the sole and
exclusive property of Licensor or its agents, as the case may be, pursuant
to the terms of Licensor's agreement with its software supplier.
b) FORCE MAJEUR. Except as otherwise specifically provided herein,
neither Licensor nor Licensee and/or their agents shall be responsible for
failure of performance due to causes beyond their control, including
without limitation, work stoppages, internet connection going down,
software hacking that shuts down Licensees site, fires, civil unrest,
riots, rebellion, acts of God and similar occurrences.
c) 649 LOTTERY FORMAT. The Lottery lobby format may be changed by
licensee with licensors written approval at licensee's sole cost.
d) ACCESS TO SOURCE CODE. The Licensor shall control possession of the
Source Code and regulate distribution thereof but shall provide Licensee
with limited access. Licensee shall be prohibited from any re-distribution
of the Source Code which will be regarded as a felony.
5 TERM
----
TERM. This Agreement shall commence and be deemed effective on the date
when fully executed (the "Effective Date"). This Agreement shall remain in
effect for a period of 3 years (the "Term) from the effective date and may
be renewed at the option of the Licensee for a further period of 3 years .
There will be no further Licensing fees due or payable for the privilege of
extending the term. The Royalty fees shall continue into the new term.
4
6 PAYMENTS AND FEES
-------------------
LICENSING FEE. Licensee shall pay Licensor a one time, non-refundable fully
earned fee equal to the amount specified in Schedule "C" hereto as the
"Initial Fee" in consideration of Licensor's granting .Licensee a license
to use the Licensors Software Program.
INSURANCE Licensor has arranged for Pims Insurance of London to provide
Licensee with an insurance policy to guarantee a first prize of 1 million.
The cost of taking out this insurance policy is 66,000. If Licensee wishes
to take out this cover, Licensee will negotiate with Pims directly and be
responsible fort the costs.
ROYALTY FEES. Licensee shall pay to Licensor a continuing monthly Royalty
fee fee as set out in Schedule "E". Royalty fees are payable to Licensor
within 15 days after the end of each month. In the event the Licensee is at
any time in default of payment of the maintenance fees for more than 21
days, Licensor may immediately cancel this agreement without further notice
unless Licensor in writing gives the Licensee an extension. In the event a
default occurs more than 2 x in any quarter, the Licensor shall have the
right to cancel this agreement without further notice.
PAYMENTS AFTER TERMINATION. Upon termination of this Agreement for any
reason other than the default of the Licensor, the Licensor shall be
entitled to immediate payments and partial payments that occurred prior to
the date of termination and for which the Transferor has not yet been paid.
GOVERNMENT LICENSING FEES: Licensee will be responsible to pay for any
government licensing fees in the country they intend to operate pout of..
7 TERMINATION
-----------
FAILURE TO PAY FEES. Licensor may terminate this Agreement at any time upon
10 days written notice if Licensee is more than 15 days in arrears in
paying any monthly fees due or owing to Licensor after same becomes due and
owing under the terms of this agreement.
TERMINATION FOR BREACH. Licensee may terminate this Agreement at any time
upon 10 days notice if Licensor is materially in breach of this Agreement
for a period of more than 15 days. Licensor shall be allowed to cure the
breach during the notice period, thus pre-empting Licensee's ability to
terminate the Agreement in accordance with this section.
ACTS OF INSOLVENCY. The Licensor may terminate this Agreement by written
notice to the Licensee if the Licensee becomes insolvent, suffers or
permits the appointment of a receiver for its business or assets, becomes
subject to any proceeding under any bankruptcy or insolvency law whether
domestic or foreign, or is wound up or liquidated, voluntarily or
otherwise. If Licensor becomes insolvent, is placed in receivership, or in
Bankruptcy, this Agreement will terminate and all software shall be
returned to the Licensor.
CUSTOMER INFORMATION. Upon termination of this Agreement, all Customer
Information shall remain the sole and exclusive property of Licensee.
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RETURN OF SOFTWARE. Should this Agreement be terminated by Licensor on
account of Licensee's default pursuant to this Agreement, the Licensor may
repossess any and all Services by directing Licensee in writing to deliver
all records, notes data, memoranda, of any nature that are in their
possession or under their control and return the Software Source Code and
any other Software programs, that Licensor provided Licensee, within
fifteen (15) days to the Licensor and at Licensee's expense to the nearest
convenient location of the Licensor. Should Licensee terminate this
Agreement the same terms and conditions as above apply for return of
Software.
FORCE MAJEUR EVENT. In the event that either party is unable to perform any
of its obligations under this Agreement, or to enjoy any of its benefits
because of natural disasters, or communications line failure not the fault
of the affected party (hereinafter referred to as a "Force Majeure Event"),
the party who has been so affected shall immediately give notice to the
other party and shall do everything possible to resume performance. Upon
receipt of such notice, all obligations under this Agreement shall be
immediately suspended. If the period of nonperformance exceeds fifteen (15)
days from the receipt of notice of the Force Majeure event, the party whose
ability to perform has not been affected may, by giving written notice,
terminate this Agreement.
ILLEGAL ACTS. Licensee undertakes not to perform any illegal actions or
transactions on Licensees Lottery web site. Any adult content and/or proof
of money laundering will be regarded as illegal acts for purposes of this
agreement. Upon written Notice from the Licensor that Licensee is
committing an illegal act, Licensee shall immediately take action to
terminate the illegal act. If not cured within 5 working days, Licensor
may, at its sole option, terminate this agreement without further notice.
8 INDEMNIFICATION
---------------
LIMITATION ON INDEMNIFICATION. Except as otherwise provided herein,
Licensee acknowledges and agrees that neither Licensor nor its agents, nor
any of their respective members, shareholders, directors, officers,
employees or representatives (collectively the "Licensor Parties") will be
liable to the Licensee or any of the Licensee's customers for any special,
indirect, consequential, punitive or exemplary damages, or damages for lost
profits or savings, in connection with this Agreement, its performance or
breach. If despite the foregoing limitations, any of the Licensor parties
should become liable to Licensee or any other person (a "Claimant"), the
maximum aggregate liability of the Licensor Parties shall be limited to the
lesser of the actual amount of loss or damage suffered by Claimant or the
sum of Licensee's fees payable by the Licensee to Licensor for the 3 months
prior to the loss.
ACTIVITIES OF LICENSEE. Licensee shall indemnify, defend and hold harmless,
Licensor and its agents and all Licensor Parties (the "Indemnified
Parties") from and against all damages, losses, costs and expenses
(including actual legal fees and costs), fines and liabilities incurred by
or awarded against any of the Indemnified Parties in connection with
Licensee's activities under this Agreement, including, without limitation,
claims brought by a person using or relying on any advice given or
publication produced and distributed by Licensee or by any Government
Agency.
6
DISRUPTIONS. Licensee acknowledges that from time to time, as a result of
hardware failure, software failure, hurricanes, natural disasters, supplier
failures, or acts of God, the services provided under this Agreement may be
temporarily disrupted. Licensee acknowledges and agrees that neither
Licensor, its agents nor any Licensor employees will be liable to Licensee
or any of Licensee's customers for any special, indirect, consequential,
punitive or exemplary damages, or damages for loss of profits or savings,
in connection with these temporary disruptions.
GOVERNMENT ISSUES. Licensor shall not be held liable for any damages of any
kind which may result from any government legislation or policy which may
affect or terminate this License or result in the Licensees Lottery web
site being shut down.
9 CONFIDENTIALITY
---------------
Licensee shall not disclose the Confidential Information of Licensor to any
third party without the prior written consent of Licensor, nor shall
Licensee disclose the terms or contents of this Agreement to any third
party who is not bound to maintain the confidentiality between the parties.
10 GOVERNMENT APPROVALS
---------------------
The Licensee warrants and represents that it has or will have obtained
prior to commencing any activities pursuant to this Agreement, all required
government approvals and permits as of the date of this Agreement in order
to use and/or operate the Software as provided herein and will ensure that
Licensee holds all required government approvals and permits in order to
use the Software in their Business, (including Internet gaming licenses),
and that they will maintain such approvals and permits throughout the term
of this Agreement.
11 OBLIGATIONS OF LICENSOR
-------------------------
TO PROVIDE THE RESOURCES. Licensor shall provide the resources (excluding
the URL and Web Page Design) to enable Licensee to operate their own 649
Lottery game.
REPAIRS. Licensor shall make all reasonable efforts to repair and correct
(in an expedient manner) any problems that may arise from time to time
which would cause Licensee to be unable to perform its obligations under
this Agreement. Licensor shall be contactable 24/7 to take urgent problem
calls from the Licensee. The parties agree that the calls must be of an
urgent nature which would cover the following instances
a) The software has crashed
b) The software is not operating in a manner that would allow
players to play the game in a normal manner
7
12 OBLIGATION OF LICENSEE
------------------------
CUSTOMER/TECHNICAL SUPPORT. Licensee will provide their customers with
technical support on a 24 hour 7 days a week basis. Licensor will provide
software Technical support to Licensee.
OVERALL GRAPHICS. Graphics for the Lottery web site shall be determined by
and implemented at the expense of Licensee.
13 OPERATION OF SOFTWARE
-----------------------
URL'S. Licensee may operate their website only as a single URL with the
name specified as the "Licensee URL Name" in Schedule "B".
WARRANTY. Licensor warrants that the Random Number Generator used by the
software for purposes of producing the 6 winning numbers are generated in
an unbiased manner.
14 INTELLECTUAL PROPERTY
----------------------
Except as otherwise provided for herein, the following provisions shall
apply with respect to copyrightable works, ideas, discoveries, inventions,
applications for patents, and patents (collectively, "Intellectual
Property"):
a) LICENSEE'S INTELLECTUAL PROPERTY
The Licensee shall not hold any interest in any Intellectual
Property except for Copyrights of the website for Graphic or
Graphic Design created by or for the Licensee.
b) DEVELOPMENT OF INTELLECTUAL PROPERTY
Any items of Intellectual Property discovered or developed by the
Licensor (or the Licensor's employees) for the benefit of the
Licensee during the term of this Agreement shall automatically
become the property of the Licensor.
Furthermore, software features specifically developed by the
Licensor for and paid by the Licensee shall be deemed the
Intellectual Property of the Licensor, however, if there are to
be any exclusivity and royalty conditions regarding such
features, those conditions shall be mutually agreed in writing
before such development begins.
15 ACCOUNTING
----------
RECORDS. Licensee shall track and maintain statistical records of all web
site activity, transactions and tickets sold on the Lottery website by
Licensees customers. Licensee shall provide to Licensor at the end of each
month a copy of the daily deposit amount and the daily profit/loss.
8
Licensee acknowledges that Licensor has access to the web site data base
but not to the players data base.
ACCOUNTING REPORTS. Licensee shall provide weekly accounting reports, as
required and/or as requested by Licensor.
ARCHIVE PERIOD. Licensee shall archive and maintain the accounting
information for a period of 1 year.
16 CUSTOMER DATA
--------------
DATABASE. Licensee shall maintain a database containing the Customer
Information. Licensee will provide Licensor with statistics of total
deposits, average player deposits , number of new players and number of
sign-ups or other information that Licensor may require to maintain records
and calculate Royalty fees.
17 REGULATORY ISSUES
------------------
Licensee shall be solely responsible for determining the jurisdiction in
which it chooses to accept and/or to receive ▇▇▇▇▇▇. Licensee will not take
money ▇▇▇▇▇▇ from the citizens of jurisdictions specified by Licensor.
18 WEB SITE
---------
Licensee shall construct and maintain the entire website where the Software
is to be made available to Licensee's customers. The single Uniform
Resource Locator ("URL") must be provided by Licensee to market their
Lottery website
19 ARBITRATION
-----------
Any controversy or claim arising out of or relating to this agreement, or
breach of this agreement, shall be settled by binding arbitration, and
judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction. There shall be 1 arbitrator, mutually agreeable
to the parties, or if the parties cannot agree on an arbitrator, then a
court in a competent jurisdiction shall appoint one. The losing party shall
pay all the expense of the arbitration. The arbitrator shall be selected in
such jurisdiction as determined by Licensor. The parties agree to proceed
in the jurisdiction selected by the Licensor. Either party may take
alternative action to arbitration in a court of law in a jurisdiction
specified by the Licensor.
20 RELATIONSHIP OF PARTIES
-------------------------
Except as specifically provided herein, nothing contained in the Agreement
shall be construed to constitute either party as a partner, employee, or
agent of the other, nor shall either party have any authority to bind the
other in any respect, it being intended that each shall remain an
independent contractor responsible for its own actions.
9
Furthermore, it is understood and agreed between the parties that for a
period of two years from the effective date, the Licensee shall not employ,
hire or contract with or in any manner have any of the Licensors employees
(including consultants actively working for the Licensor) work either
directly or indirectly for the Licensee or their associates or agents,
without the written approval of the Licensor, which may be refused without
reason.
21 REPRESENTATION OF UNDERSTANDING
---------------------------------
All parties and signatories to this Agreement acknowledge and agree that
the terms of this Agreement are contractual and not mere recital, and all
parties and signatories represent and warrant that they have carefully read
this Agreement, have fully reviewed its provisions with their attorney,
know and understand its contents and sign the same at their own free will.
It is understood and agreed by all parties and signatories to this
Agreement that execution of this Agreement may affect their rights and
liabilities to a substantial degree and with the full understanding of that
fact, they represent that the covenants provided for in this Agreement are
in their respective best interests.
22 CONSEQUENTIAL DAMAGES
----------------------
In no event shall either party be liable for consequential damages caused
by the other party unless there is negligence by either party.
23 CONFIDENTIAL AND PROPRIETARY INFORMATION
-------------------------------------------
Both parties recognize that they have and/or shall have copyrights,
products, costs, business affairs, trade secrets, technical information,
product design information, and other proprietary information
(collectively, "Information") which are valuable, special, and unique
assets.
a) LICENSEE'S BUSINESS INFORMATION
The Licensor agrees not to knowingly distribute, either orally or
written, any information of the Licensee, including specific
operational statistics or results, to a third party without the
prior written approval of the Licensee.
b) LICENSOR'S INTELLECTUAL PROPERTY
The Licensee agrees that the Software provided by the Licensor to
the Licensee is the sole property of the Licensor regardless of
any payments, fees or other considerations made to the Licensor
by the Licensee.
c) UNAUTHORIZED DISCLOSURE OF INFORMATION
If it appears that either party has disclosed (or has threatened
to disclose) Information in violation of this Agreement, the
other party shall be entitled to an injunction to restrain the
other party from disclosing, in whole or in part, such
information, or from providing any services to any party to whom
10
such information has been disclosed or may be disclosed pending
resolution for any arbitration filed to resolve a dispute as it
relates to this Agreement. Neither party shall be prohibited by
this provision from pursuing other remedies, including a claim
for losses and damages.
d) CONFIDENTIALITY AFTER TERMINATION OF AGREEMENT
The confidentiality provisions of this Agreement shall remain in
full force and effect after the termination of this Agreement. A
violation of sub-paragraphs 25(a) or 25(b) above shall be a
material violation of this Agreement.
24 ENTIRE AGREEMENT
-----------------
This Agreement constitutes the entire Agreement between the parties and
signatories and all prior and contemporaneous conversations, negotiations,
possible and alleged agreements, and representations, covenants, and
warranties, express or implied, oral or written, with respect to the
subject matter hereof, are waived, merged herein and superseded hereby.
There are no other agreements, representations, covenants or warranties not
set forth herein, the terms of this Agreement may not be contradicted by
evidence of any prior or contemporaneous agreement. The parties further
intend and agree that this Agreement constitutes the complete and exclusive
statement of its terms and no extrinsic evidence whatsoever may be
introduced in any judicial or arbitration proceeding, if any, involving
this Agreement. No part of this Agreement may be amended or modified in any
way unless such amendment or modification is expressed in writing signed by
all parties to this Agreement.
25 FAXED COPY
-----------
When all of the parties and signatories have executed this agreement it
shall become effective. A faxed copy of this signed agreement will be
binding upon the parties hereto.
26 GOVERNING LAW
--------------
The parties and signatories to this Agreement agree that all questions
respecting the execution, construction, interpretation or enforcement of
this Agreement, or the rights obligations and liabilities of the parties
and signatories hereto, shall be determined in accordance with the
applicable provisions of the laws of British Columbia, Canada or such other
jurisdiction as specified by the Licensor.
27 JURISDICTIONAL CONSENT
-----------------------
The parties hereto expressly and irrevocably consent to the jurisdiction of
the courts of the British Columbia, Canada or such other jurisdiction as
selected by the Licensor at their sole option. Any action brought by or
against either party in connection with the performance,
11
termination, or breach of this Agreement shall be brought in the courts of
British Columbia, Canada or as selected by Licensor, and the parties hereby
agree that courts of such county(▇▇▇▇) shall be a convenient and exclusive
forum for the hearing of any such action.
28 NOTICES
-------
All notices or other documents under this Agreement shall be by email and
in writing and delivered personally or mailed by certified mail, postage
prepaid, addressed to the party being noticed at its last known address.
29 NON-WAIVER
----------
The failure of any party to insist upon the prompt and punctual performance
of any term or condition in this Agreement, or the failure of any party to
exercise any right or remedy under the terms of this Agreement on any one
or more occasions shall not constitute a waiver of that or any other term,
condition, right, or remedy on that or any subsequent occasion, unless
otherwise expressly provided for herein.
30 HEADINGS
--------
Headings in this Agreement are for convenience only and shall not be used
to interpret or construe its provisions.
31 BINDING EFFECT
---------------
The provisions of this Agreement shall be binding upon and inure to the
benefit of each of the parties and their respective successors and assigns.
Nothing expressed or implied in this Agreement is intended, or shall be
construed, to confer upon or give any person, partnership, or corporation,
other that the parties, their successors and assigns, any benefits, or
rights under or by reason of this Agreement, except to the extent of any
contrary provision herein contained.
32 AUTHORITY
---------
The parties hereto represent and warrant that they possess the full and
complete authority to covenant and agree as provided in this Agreement and,
if applicable, to release other parties and signatories as provided herein.
If any party is a corporation, the signatory for any such corporation
represents and warrants that they possess the authority and have been
authorized by the corporation to enter into this Agreement.
33 ATTORNEYS FEES
---------------
Should it be necessary to institute any action to enforce the terms of this
Agreement, the parties hereby agree that the prevailing party in any such
action shall be entitled to recover its reasonable attorneys' fees, which
shall include all costs of litigation, including, but not limited to court
costs, filing fees, and expert witness fees but shall not include any
traveling expenses. Further, the attorney fees and costs include the costs
for any appeals. This paragraph shall remain separate from any judgment
entered to enforce its terms and shall entitle the prevailing party to
attorneys fees and costs incurred in connection with post judgment
collection and enforcement efforts.
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34 SEVERABILITY
------------
If any provision of this Agreement is held by a court to be unenforceable
or invalid for any reason, the remaining provisions of this Agreement shall
be unaffected by such holding. If the invalidation of any such provision
materially alters the agreement of the parties, then the parties shall
immediately adopt new provisions to replace those, which were declared
invalid.
35 EXHIBITS INCORPORATED BY REFERENCE
-------------------------------------
All schedules referred to herein are incorporated by reference and are so
incorporated for all purposes.
36 ASSIGNMENT OF THIS AGREEMENT
-------------------------------
This License agreement may not be sold assigned, pledged, encumbered, or
transferred by the Licensee without the written consent of Licensor, not to
be unreasonably withheld.
37 NOTICE BY EMAIL Licensor and Licensee may give Notice to each other
-----------------
by email which will be binding upon the parties hereto provided a copy of
the email is faxed or sent by mail to the other party within 3 days
thereafter.
----------------------------------
▇▇▇.▇▇▇ INC. - LICENSOR
----------------------------------
- LICENSEE
13
SCHEDULE "A"
------------
LICENSEE'S URL to be used as the domain name for the gateway page is
__________________________
SCHEDULE "B"
-------------
INITIAL FEES: Shall be the sum of $250,000 payable as follows
------------
a) $50,000 upon signing hereof
b) Balance at time the 649 software has been, loaded onto Licensees
servers.
SCHEDULE "C"
------------
LOCATION OF SERVERS
-------------------
Licensee shall maintain the computer servers in any jurisdiction of their
choice.
SCHEDULE "D"
------------
THE ROYALTY FEE: Licensee will pay Licensor a monthly Royalty Fee of 5%
of the price of each ticket sold by License, directly or indirectly.
SCHEDULE "E"
------------
The server hardware required to run the 649 Software shall comprise ;
14