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EXHIBIT 10.4
[▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LAWYERS LETTERHEAD]
SYSTEM UPGRADE AGREEMENT
ACRES GAMING INC
CROWN LIMITED
7 June 1999
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CONTENTS
1. INTERPRETATION 1
2. ACRES'S OBLIGATIONS 4
3. CROWN'S OBLIGATIONS 4
4. LICENCE AND ESCROW ARRANGEMENT 5
5. DELIVERY, INSTALLATION AND COMMISSIONING 5
6. ACCEPTANCE 6
7. COOPERATION 6
8. UPGRADES OF SOFTWARE AND ASSOCIATED DOCUMENTATION 6
9. TRAINING 7
10. PAYMENT 7
11. PRICE 7
12. WARRANTY SUPPORT 8
13. HARDWARE ACCEPTANCE 8
14. INTELLECTUAL PROPERTY WARRANTIES AND INDEMNITY 8
15. CONFIDENTIALITY 9
16. WARRANTIES 10
17. REPRESENTATIONS AND WARRANTIES 10
18. LIABILITY OF ACRES IS LIMITED 11
19. TERMINATION 11
20. CONTROLLED CONTRACT PROVISIONS 12
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21. FORCE MAJEURE EVENTS 13
22. DISPUTES 14
23. NOTICES 14
24. MUTUAL CO-OPERATION 15
25. GENERAL 15
SCHEDULE
1. FUNCTIONAL SPECIFICATION 17
2. PRICE SCHEDULE 18
3 TIME LINE 20
4 END USER SOFTWARE LICENSE AGREEMENT 21
5 LIST OF EQUIPMENT TO BE RETURNED TO ACRES 26
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SYSTEM UPGRADE AGREEMENT
DATE 7 June 1999
PARTIES
ACRES GAMING INC of ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ("ACRES")
CROWN LIMITED ACN 006 973 ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ("CROWN")
RECITALS
A. Crown has installed at the Southbank Complex the System which is made up
of components created by Aristocrat, Acres and Crown.
B. Crown wishes to upgrade the System.
C. Crown and Acres have agreed that Acres will upgrade part of the System by
delivering and installing the Acres Component on the terms set out in
this agreement.
OPERATIVE PROVISIONS:
1. INTERPRETATION
1.1 DEFINITIONS
In this Agreement, unless the context otherwise requires:
"ACCEPTANCE NOTIFICATION" has the meaning given in clause 6;
"ACRES COMPONENT" means that part of the System to be upgraded by Acres
as set out in the Functional Specification;
"ARISTOCRAT" means Aristocrat Leisure Industries Pty Ltd ACN ▇▇▇ ▇▇▇ ▇▇▇
of ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇;
"ARISTOCRAT COMPONENT" means that part of the System to be upgraded by
Aristocrat as set out in the Functional Specification;
"ASSOCIATED DOCUMENTATION" means the operating, programming and user
manuals, modification manuals, flow charts, drawings, design
documentation and other materials relating to the Software and as amended
from time to time under this agreement;
"CONFIDENTIAL INFORMATION" means in relation to a party, information
that:
(a) is by nature confidential; or
(b) is designated by a party to be confidential; or
(c) the other party knows or ought reasonably to know is confidential
including:
(i) information comprised of or relating to any intellectual
property rights of the party;
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(ii) information relating to the financial position of the
party, and in particular, includes information relating to
the assets or liabilities of the party and any other matter
that does or may affect the financial position or
reputation of the parties;
(iii) information relating to the internal management structure
of the party, or the personnel, policies and strategies of
the parties;
(iv) business plans;
(v) information of the party to which the other party has
access other than information referred to in paragraphs
(i), (ii) and (iii) that has any actual potential
commercial value to the first party or to the person or
corporation which supplied that information; and
(vi) information in the party's possession relating to another
party's clients or suppliers, and like information;
"CROWN COMPONENT" means that part of the System to be upgraded by Crown
as set out in the Functional Specification;
"INTELLECTUAL PROPERTY RIGHTS" means all and any intellectual and
industrial property rights whether conferred under statute, or common law
or in equity including without limitation rights to patents, designs,
trade marks, trade names, circuit layouts, confidential information and
copyright;
"END USER SOFTWARE LICENSE AGREEMENT" means the software license
agreement set out in Schedule 4;
"FUNCTIONAL SPECIFICATION" means the functional design specification for
the upgraded System set out in Schedule 1;
"HARDWARE" means the hardware forming part of the Acres Component and
such items described as hardware in the Functional Specification which
are purchased by Crown from time to time;
"PRICE" means the amount payable to Acres calculated in accordance with
clause 11;
"PRICE SCHEDULE" means the schedule of components and unit prices set out
in Schedule 2;
"SOFTWARE" means the software forming part of the Acres Component
(together with user manuals and any enhancement, modification or new
release), any software of Acres used in the System (other than the Acres
Component) and such items described as Software in the Functional
Specification which are purchased by or licensed to Crown from time to
time;
"SOUTHBANK COMPLEX" means the Crown Casino complex in Melbourne,
Victoria;
"SYSTEM" means the gaming machine management system as operated by Crown
at the Southbank Complex;
"TIME LINE" means the time line set out in Schedule 3;
"VCGA" means the Victorian Casino and Gaming Authority;
"VCGA TECHNICAL REQUIREMENTS DOCUMENT" means the document issued by the
VCGA entitled "Technical Requirements for Gaming Machines and Electronic
Monitoring systems in the Melbourne Casino - Version 2.0";
"WARRANTY PERIOD" means the period of 12 months commencing on the date
Acceptance Notification is given by Crown to Acres;
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"WARRANTY SUPPORT" means service and support provided by Acres to Crown
sufficient to ensure that the Acres Component functions at all times in
accordance with the Functional Specification so as to maintain
satisfactory functionality performance and response times provided always
that "Warranty Support" will not include any defect or fault in the Acres
Component which arises out of or is caused by:
(i) improper use of the Acres Component by Crown;
(ii) operation of the Acres Component other than in accordance with
Associated Documentation;
(iii) modification of the whole or any part of the Acres Component not
approved by Acres; and
(iv) use of the Acres Component contrary to law or other than for the
purpose of legal gaming; and
"YEAR 2000 COMPLIANT" means that neither the performance nor the
functionality of the Acres Component will be affected by dates prior to,
during or after the year 2000 and in particular:
(a) no value for current dates will cause any interruption in
operation;
(b) date-based functionality will behave consistently for dates prior
to, during and after the year 2000;
(c) in all interfaces and data storage, the century in any date will
be specified either explicitly or by unambiguous algorithms or
inferencing rules;
(d) the year 2000 will be recognised as a leap year in terms of
handling the 29th of February and day 366; and
(e) the Acres Component will satisfy VCGA year 2000 testing
requirements;
1.2 GENERAL
In this agreement, unless the context otherwise requires:
(a) a reference to any legislation or legislation provision includes
any statutory modification or re-enactment of or legislative
provision substituted for, any subordinate legislation issued
under, that legislation or legislative provision;
(b) a reference to a recital, clause, schedule, annexure or exhibit is
to a recital, clause, schedule, annexure or exhibit of or to this
agreement;
(c) a recital, schedule, annexure or a description of the parties
forms part of this agreement;
(d) a reference to any agreement or document is to that agreement or
document (and, where applicable, any of its provisions) as
amended, novated, supplemented or replaced from time to time;
(e) a reference to any party to this agreement or any other document
or arrangement includes that party's executors, administrators,
substitutes, successors and permitted assigns;
(f) where an expression is defined, another part of speech or
grammatical form of that expression has a corresponding meaning;
(g) the singular includes the plural and vice versa;
(h) a reference to an individual or person includes a corporation,
partnership, joint venture, association, authority, trust, state
or government or vice versa;
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(i) a reference to an act or omission by a party includes a reference
to an act or omission by that party's employees, servants and
agents; and
(j) a reference to "dollars" and "$" is to Australian currency.
1.3 HEADINGS
In this agreement, headings are for convenience of reference only and do
not affect interpretation.
2. ACRES'S OBLIGATIONS
2.1 In consideration of Crown complying with its obligations set out in
clause 3 it is a fundamental term of this agreement that Acres shall:
(a) develop, deliver and commission at the Southbank Complex the Acres
Component, (free from encumbrances) which must comply with the
Functional Specification;
(b) assist and support installation by Crown of the Software;
(c) use its best efforts to comply with the Time Line;
(d) grant a licence (or secure the grant of a licence or sub-licence)
to Crown of the Intellectual Property Rights in the Acres
Component in accordance with clause 4;
(e) promptly provide all upgraded versions of the Software and
Associated Documentation in accordance with clause 8;
(f) train Crown personnel in accordance with clause 9;
(g) write and produce the necessary copies of the Associated
Documentation;
(h) while at the Southbank Complex performing its obligations under
this agreement:
(i) comply with all reasonable directions given by Crown; and
(ii) comply with all approvals, laws and regulations necessary
to perform its obligations under this agreement;
(i) participate in VCGA testing and assist Crown with obtaining VCGA
approval of the Acres Component at the Southbank Complex,
including, without limitation, supplying to Crown the items
specified in paragraph 7.2(d) of the Functional Specification; and
(j) fully cooperate with VCGA testers so as to ensure the timely
approval of the Acres Component by the VCGA.
3. CROWN'S OBLIGATIONS
In consideration of Acres complying with its obligations set out in
clause 2, ▇▇▇▇▇ agrees to:
(a) pay to Acres the Price in accordance with clause 10;
(b) prepare the Southbank Complex, at its expense, in order to allow
Acres to perform its obligations under this agreement and without
limitation to this clause, further agrees to ensure that there
will be
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for the purpose of installation an adequate supply of electricity,
adequate electrical items and fittings and appropriate
environmental conditions for the Acres Component;
(c) allow reasonable access to Acres's employees or contractors to the
Southbank Complex or such other premises owned or occupied by
Crown, to permit Acres to perform its obligations under this
agreement;
(d) only use the Acres Component at the Southbank Complex and not
sub-license to any third party the whole or any part of the Acres
Component;
(e) use its best efforts to comply with the Time Line;
(f) procure the cooperation of any third parties, including gaming
machine vendors and the VCGA, required to implement the upgrade to
the System;
(g) pay for and manage the obtaining of VCGA approval for the upgrade
to the System; and
(h) at Crown's expense, return to Acres the items listed in Schedule
5.
4. LICENCE AND ESCROW ARRANGEMENT
4.1 Crown acknowledges that the Software and Associated Documentation
supplied by Acres to Crown are the property of Acres, and ▇▇▇▇▇ agrees to
execute the End User Software License Agreement upon giving Acceptance
Notification to Acres.
4.2 In the case of third party software that is supplied by Acres for the
operation of the Software, Acres shall procure for the benefit of Crown
the right to implement and use such third party software in connection
with the Software.
4.3 Immediately after receiving the Acceptance Notification pursuant to
clause 6.3, Acres shall provide Crown with a complete copy of the
Software and a further copy of the Associated Documentation.
4.4 Acres undertakes that after receipt by Acres of the Acceptance
Notification, when and if requested to do so by Crown, it will deposit
the source code of all Software with a third party ("the Escrow
Custodian"). The deposit of the source code with the Escrow Custodian
shall be at Crown's expense and must be governed by an agreement,
acceptable to Crown, to which Acres, Crown and the Escrow Custodian are
parties, under which the source code will be released to Crown if Acres
becomes or is at serious and substantial risk of becoming subject to any
form of insolvency, administration or receivership or anything analogous
or Acres ceases or threatens to cease trading.
5. DELIVERY, INSTALLATION AND COMMISSIONING
5.1 Acres shall deliver to Crown the Hardware at an address in Melbourne
nominated by Crown and shall ensure that the Hardware is ready for use by
Crown and is configured and able to be operated in accordance with the
Functional Specification on or before the dates specified in the Time
Line unless otherwise agreed between the parties.
5.2 Acres shall deliver to Crown the Software at an address in Melbourne
nominated by Crown and shall ensure that the Software is ready for use by
Crown and is configured and able to be operated in accordance with the
Functional Specification on or before the dates specified in the Time
Line unless otherwise agreed between the parties. Acres shall assist and
support Crown in the installation of the Software.
5.3 Acres shall immediately notify Crown once it has complied with its
obligations under clauses 5.1 and 5.2.
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5.4 Subject to clause 10 and clause 19, title in the Hardware passes to Crown
upon full payment of the Price in accordance with the provisions of this
agreement.
5.5 Risk of loss or damage to any part of the Acres Component passes to Crown
on the date of its installation at the Southbank Complex.
6. ACCEPTANCE
6.1 After completion of installation and commissioning of the Acres Component
at the Southbank Complex, Crown or its nominee will carry out such tests
and assessments of the Acres Component as it considers necessary to
ensure that the Acres Component conforms to the Functional Specification.
▇▇▇▇▇ may appoint a representative to be present at that meeting.
6.2 The parties acknowledge that the VCGA will conduct compliance and
approvals testing to ensure the Acres Component meets the requirements of
the VCGA Technical Requirements Document. Crown's testing and assessment
referred to in clause 6.1 will take into account the results and
recommendations of the VCGA testing.
6.3 The testing of the Acres Component under clause 6.1 will be based on a
reasonable judgement of "pass" or "fail" and Crown will:
(a) notify Acres when a successful acceptance test under clause 6.1
has been carried out in respect of the installation and
commissioning ("Acceptance Notification"); or
(b) advise Acres in writing if the Acres Component or the relevant
part of the Acres Component fails to satisfy the relevant
acceptance tests and will specify the manner in which the Acres
Component is not acceptable.
6.4 If the Acres Component fails to perform in accordance with the Functional
Specification or fails to satisfy any of the relevant acceptance tests
referred to in clause 6.1, Acres will (at its own expense) take steps to
correct the Acres Component and the relevant acceptance test will be
repeated at reasonable intervals until the Acres Component performs in
accordance with the Functional Specification.
6.5 Crown reserves the right to withhold payment under clause 10.1(b) if the
Acres Component does not satisfy the acceptance tests.
6.6 Acres undertakes to promptly rectify any conditions imposed by the VCGA
or Crown.
6.7 Notwithstanding any other provision of this agreement, if either party
considers it necessary to make minor variations to the Functional
Specification, that party shall first notify the other party of its
requirements and the other party shall consider the request for
variation, acceptance of which shall not be unreasonably withheld.
7. COOPERATION
In carrying out its obligations under this agreement, Acres shall:
(a) comply with the reasonable directions of Crown; and
(b) cooperate with all third parties.
8. UPGRADES OF SOFTWARE AND ASSOCIATED DOCUMENTATION
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8.1 Acres will advise Crown of all upgraded versions of the Software and, at
Crown's request and expense, upon execution of an applicable software
licence agreement and payment of a licensing fee as may be agreed between
the parties, Acres will provide to Crown those upgraded versions on
diskette, magnetic tape and/or other appropriate electronic medium. The
upgraded version will be accompanied by instructions for the installation
of the upgrade. Associated Documentation will be provided for upgraded
versions of the Software.
8.2 Acres agrees to provide Crown with six copies of each of the Associated
Documentation and any amendments, revisions, supplementary user manuals
or other relevant Associated Documentation as Acres may produce or
receive from time to time. Two copies will also be provided to the VCGA.
8.3 Acres warrants that the Associated Documentation will contain sufficient
information for the proper operation of the Acres Component.
9. TRAINING
Acres will provide to three personnel nominated by Crown at mutually
acceptable times during the commissioning and acceptance testing of the
Acres Component at the Southbank Complex training in relation to the
operation and maintenance of the Acres Component as Crown considers
appropriate to enable the personnel to operate and maintain the Acres
Component confidently and without assistance.
10. PAYMENT
10.1 Subject to this clause 10, ▇▇▇▇▇ agrees to pay the Price to Acres in
accordance with the following instalments:
(a) 60% of the Price is to be paid to Acres on signing of this
agreement; and
(b) the final 40% of the Price being the balance of all amounts
payable under this agreement will be paid upon Acceptance
Notification being given by Crown to Acres.
10.2 The Price is CIF to Melbourne locations (as nominated by Crown) and is
inclusive of all taxes and duties (including sales tax and/or a goods and
services tax) levied or based on this agreement or the provision of the
goods and/or services by Acres to Crown.
10.3 Crown's obligation to pay any amount under this agreement shall remain at
all times subject to Acres not being in breach of any material term of
this agreement and payment may be withheld by Crown until such breach is
rectified by Acres.
10.4 If Acres breaches its obligation to deliver the Hardware and Software it
is required to deliver by 1 November 1999 under the Time Line, Acres will
have until 30 November 1999 to remedy such breach without penalty, but if
Acres fails to remedy such breach by 30 November 1999, the outstanding
balance of the Price payable by Crown will be reduced by an amount equal
to 1 (one) per cent of the Price for each 15 days that such breach
remains unremedied past 30 November 1999.
10.5 If Crown does not give Acceptance Notification to Acres by 29 February
2000 by reason of a failure by Acres to promptly comply with clause 6.4
or clause 6.6, the outstanding balance of the Price payable by Crown will
be reduced by an amount equal to 1 (one) per cent of the Price for each
15 days that such failure remains unremedied past 29 February 2000.
11. PRICE
11.1 The Price payable for the Acres Component and all of the rights granted
to Crown by Acres under this Agreement are set out in the Price Schedule.
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11.2 Notwithstanding anything else in this agreement, the Price shall be the
total amount payable for development, delivery, installation and
commissioning of the Acres Component and all services to be performed by
Acres under this agreement except for:
(a) maintenance services (if any) which are to be negotiated by the
parties from time to time; and
(b) upgrades of Software and Associated Documentation provided
pursuant to clause 8.
12. WARRANTY SUPPORT
12.1 Acres will provide Crown with Warranty Support for the duration of the
Warranty Period at no charge to Crown.
12.2 After expiry of the Warranty Period, Acres will offer to Crown
maintenance services including telephone, facsimile or remote modem
control support in response to any operational difficulties with the
Acres Component (including investigation and correction of suspected
errors in the Software) available on a 24 hour basis on terms and
conditions to be agreed between the parties.
13. HARDWARE ACCEPTANCE
Acres shall deliver to Crown samples of the Hardware as specified in the
Time Line. Crown shall inspect these samples to assess compliance with
the Functional Specification and Crown's instructions as to physical
design and appearance and shall either accept or reject the samples. If
the samples are accepted by Crown, Acres shall deliver the entire
Hardware to Crown in accordance with this agreement. If the samples are
rejected, Acres shall rectify any defect identified by Crown and resubmit
the samples to Crown for consideration in accordance with this clause.
14. INTELLECTUAL PROPERTY WARRANTIES AND INDEMNITY
14.1 Acres warrants that each of the Software and the Associated Documentation
used within the scope of the End User Software License Agreement, do not
infringe the Intellectual Property Rights of any person.
14.2 Acres warrants that the use of the Hardware does not infringe the
Intellectual Property Rights of any person.
14.3 Acres warrants that all Intellectual Property Rights in and to the
Software and Associated Documentation, including without limitation the
copyright which Acres has or purports to have are owned by Acres and
Acres has the right to grant the rights granted to Crown in this
agreement and in the End User Software License Agreement;
14.4 Acres indemnifies Crown (including its officers, servants, agents,
assignees and contractors) against all claims, liability, loss, costs and
expenses whether direct or indirect which may be incurred by any of them
arising out of or in connection with any claim, action or proceeding by a
person alleging that the exercise of the rights granted under this
agreement by Crown infringes the Intellectual Property Rights of that
person ("Claim").
14.5 Crown shall notify Acres as soon as practicable of any Claim or suspected
Claim arising from Crown's use of the Software or any part of it.
14.6 On request from Crown, Acres shall, at its own cost, conduct the defence
of a Claim. Acres must observe Crown's reasonable directions relating in
any way to that defence or to negotiations for settlement of the Claim.
14.7 Crown shall, if requested by Acres, at Acres's cost, provide Acres with
reasonable assistance in conducting the defence of such a Claim
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14.8 Without limiting the generality of clause 14.6, as part of the settlement
of any Claim or if a Claim is successful or if Acres agrees (such
agreement not to be unreasonably withheld) that there is an infringement
of a person's Intellectual Property Rights or Acres believes that the
Software is likely to become the subject of a claim of infringement,
Acres shall, at its option and cost, either:
(a) modify or replace the Software, or any part thereof, or Associated
Documentation so as to render the grant of rights to Crown under
the terms of this agreement non-infringing; or
(b) procure for Crown the rights to continue enjoying the benefit of
this agreement.
14.9 If the solutions in clause 14.8(a) or (b) cannot promptly be achieved,
Acres must refund to Crown the Price.
15. CONFIDENTIALITY
15.1 All Confidential Information exchanged between the parties under this
agreement or during the negotiations preceding this agreement is
confidential to them and may not be disclosed to any person except:
(a) to employees, legal advisers, auditors and other consultants of
the party or its related bodies corporate requiring the
Confidential Information for the purposes of this agreement; or
(b) with the consent of the party who supplied the Confidential
Information; or
(c) if the Confidential Information is lawfully in the possession of
the recipient of the Confidential Information through sources
other than the party who supplied the Confidential Information; or
(d) if required by law; or
(e) if strictly and necessarily required in connection with legal
proceedings relating to this agreement; or
(f) the VCGA or persons nominated by the VCGA; or
(g) if the Confidential Information is generally and publicly
available other than as a result of breach of confidence by the
person receiving the Confidential Information.
15.2 A party disclosing Confidential Information under clauses 15.1(a), (b) or
(e) must use all reasonable endeavours to ensure that persons receiving
Confidential Information from it do not disclose the Confidential
Information except in the circumstances permitted in clause 14.9.
15.3 A party who has received Confidential Information from the other party
under this agreement must, on the request of the other party, immediately
deliver to the other party all documents or other materials containing or
referring to that Confidential Information which is in its possession,
power or control or in the possession, power or control of persons who
have received Confidential Information from it under clauses 15.1(a), (b)
or (e).
15.4 For the purposes of this agreement, each party (the "Receiving party")
must do all things necessary to ensure that the remaining party may
receive and handle any Confidential Information received by the Receiving
party from any third person in the course of conducting any activities
relevant to this agreement on the same terms and conditions as to
confidentiality which apply to the Receiving party.
15.5 The obligations of the Parties in this clause 14.9 survive termination of
this Agreement.
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16. WARRANTIES
16.1 Acres warrants that from execution of this agreement until the end of the
Warranty Period, the Software and the Hardware will be free from defects
and in good working order. In the event of a defect in the Software or
the Hardware, Acres will promptly restore the Software or the Hardware to
good working condition by adjustment, repair or replacement, at Acres'
option. Acres shall pay any shipping expenses necessary to undertake such
adjustment, repair or replacement and return the Hardware or Hardware to
Crown. In addition to any other warranty, express or implied in this
agreement, Acres warrants that from the execution of this agreement until
the end of the Warranty Period:
(a) Acres has or will immediately procure the requisite technology,
skill/personnel and ability sufficient to enable it to perform its
obligations under this agreement;
(b) the Hardware will at all times and for all purposes relevant to
this agreement conform with the samples agreed to by Crown as
specified in the Time Line and comply with the Functional
Specification and Crown's instructions as to physical design and
appearance.
(c) the Hardware is suitable for normal use as reasonably contemplated
by ▇▇▇▇▇;
(d) the Acres Component and all items purchased under this agreement
shall be free from material defects, shall be properly installed
and shall perform in accordance with the Functional Specification;
(e) the Associated Documentation contains sufficient information to
enable Crown to use and maintain the Software;
(f) any replacement software (excluding upgrades) provided in
accordance with the terms of this agreement shall satisfy the
warranties contained in this agreement;
(g) the Acres Component will be of merchantable quality and will be
fit for purpose and shall otherwise be delivered and installed
without any material defects in material and workmanship;
(h) the Acres Component will be Year 2000 Compliant;
(i) the Acres Component and all items purchased under this agreement
will comply, in all respects, with the Functional Specification;
16.2 Any unauthorised modification, alteration or revision of all or a portion
of the Software or Hardware shall cause the warranties described in this
clause to be null and void.
16.3 Except as specifically provided in this agreement, there are no other
warranties, express or implied. Acres acknowledges that the warranties in
this clause 16 do not affect the operation of the warranties given by
Acres in clauses 14 and 17 and those warranties shall continue to apply
after the expiration of the Warranty Period.
17. REPRESENTATIONS AND WARRANTIES
Each party warrants and represents to the other party, as an inducement
to the other party to enter into this agreement that at the date of this
agreement:
(a) its execution and delivery of this agreement has been properly
authorised by all necessary corporate action;
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(b) this agreement constitutes a legal, valid and binding obligation
on it and, subject to discretions exercisable by the courts in
relation to the granting of equitable remedies, is enforceable in
accordance with its terms by appropriate legal remedy;
(c) this agreement does not conflict with or result in the breach of
or default under any provision of its memorandum or articles of
association or any material term or provision of any agreement or
deed or any writ, order or injunction, judgement, law, rule or
regulation to which it is a party or is subject, or by which it is
bound;
(d) all information provided by the party in writing is true and
correct; and
(e) to Acres's knowledge, there are no actions, claims, proceedings or
investigations pending or threatened against it or by, against or
before any person which may have a material effect on the subject
matter of this agreement.
18. LIABILITY OF ACRES IS LIMITED
18.1 Subject to any provision of this agreement which provides for an express
remedy or indemnity for breach of this agreement, Acres is not liable to
Crown for any loss or damage (including consequential loss and damage)
suffered or incurred or arising directly or indirectly as a result of
Acres's performance of this agreement or its supply of the Acres
Component and services provided for in this agreement.
18.2 Except for warranties and terms implied by law, only those warranties and
terms which are expressly contained in this agreement apply. If any
further warranty or term is, by statute implied into this agreement
("Statutory Term") and that statute avoids or prohibits provisions in a
contract excluding or modifying the application or exercise of or
liability under that Statutory Term, that Statutory Term is deemed to be
included in this agreement, and the liability of Acres for any breach of
a Statutory Term is limited, at Acres's option, to any one or more of the
following:
(a) If the breach relates to goods, promptly:
(i) replacing the goods or supplying equivalent goods;
(ii) repairing the goods;
(iii) paying the cost of replacing or repairing the goods or of
acquiring equivalent goods; or
(iv) paying the cost of having the goods repaired; and
(b) If the breach relates to services, promptly:
(i) supplying the services again; or
(ii) paying the cost of having the services supplied again.
19. TERMINATION
19.1 Either party may terminate this Agreement forthwith upon the happening of
any of the following events:
(a) the other party commits a material breach of this agreement and
fails to remedy such breach within thirty (30) days after notice
has been given to the party in breach;
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(b) the other party commits an act of insolvency or a petition is
presented for winding-up of the other or a resolution is passed
for the winding-up of the other otherwise than for the purpose of
amalgamation or reconstruction;
(c) the other party enters a compromise or arrangement with creditors
or a receiver or official manager or administrator is appointed;
or
19.2 In the event that this agreement is terminated under clause 19.1 then:
(a) each party shall do all such things and execute all such documents
as its attorneys may reasonably request in order to record or give
effect to such termination; and
(b) each party shall upon or within a reasonable time after
termination release or return to the other party all documents and
other things in tangible form which contain any Confidential
Information obtained from the other party pursuant to this
Agreement or if any Confidential Information is embodied
invaluable property belonging to the party receiving the
Confidential Information, the receiving party shall certify that
it has observed its obligations by erasure or other appropriate
means as authorised by the party to whom such Confidential
Information belongs.
19.3 In the event that this agreement is terminated by Crown because of:
(a) a material breach by Acres which is unremedied in accordance with
clause 19.1(a), Acres shall refund to Crown the Price or any part
of the Price paid by Crown;
(b) an insolvency event of Acres identified in clause 19.1(b) or
19.1(c) which occurs prior to Crown giving Acceptance
Notification, Acres shall deliver the Software at the stage of
completion at the time of termination (including the source code
to the Software) to Crown so as to enable Crown to complete the
upgrade of the System without any further payment by Crown. Title
to any Hardware delivered to Crown by Acres shall pass to Crown.
19.4 In the event that this agreement is terminated by Acres because of a
material breach by Crown which is unremedied in accordance with clause
19.1(a), and Crown has paid the Price or any part of the Price, Crown
shall be entitled to:
(a) retain, without further payment, all Hardware supplied by Acres to
Crown under this agreement (and title to such Hardware shall pass
to Crown); and
(b) a refund of the difference between the Price or any part of the
Price paid by Crown to Acres and the reasonable cost incurred by
Acres as at the date of termination in respect of:
(i) the Hardware; and
(ii) development of the Acres Component.
20. CONTROLLED CONTRACT PROVISIONS
20.1 If this agreement falls within the definition of a controlled contract
under section 29(1) of the Casino Control Act 1991 (Vic) (the "Act"),
this clause is included in the agreement.
20.2 This agreement is of no force or effect unless or until either:
(a) the Casino Control Authority ("the Authority") has approved the
entry into this Agreement; or
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(b) the period during which the Authority is empowered to give written
notice of its objection to the proposed entry into this agreement
has expired without notice having been given to Crown by the
Authority, in accordance with section 30 of the Act.
20.3 This agreement may be terminated by the Authority pursuant to its powers
under section 32 of the Act or by any party upon receipt of a written
notice from the Authority lawfully requiring the termination of this
agreement, in accordance with the terms of that notice.
20.4 Acres must, if requested by Crown, co-operate with Crown and do all
things which are reasonably required by Crown to persuade the Authority,
in accordance with section 32 of the Act, as to why this agreement should
not be terminated.
20.5 The parties acknowledge that, in accordance with section 33 of the Act:
(a) termination under clause 20.3 does not affect a right acquired, or
a liability incurred, before that termination; and
(b) no liability for breach of contract is incurred by a party by
reason only of that termination.
20.6 This agreement may only be varied, amended or supplemented by written
document which includes a provision to the effect of clause 20.2 and is
signed by the parties.
20.7 If the Act is amended so that there are amended or additional
requirements which must be satisfied prior to the entry into or the
giving effect to this agreement, this agreement is of no force or effect
until those requirements are satisfied or waived by the Authority. The
provisions of clause 20.2 only have force or effect while they reflect
the requirements of section 30 of the Act.
21. FORCE MAJEURE EVENTS
21.1 DEFINITION
"FORCE MAJEURE EVENT," means any act, occurrence or omission, as a result
of which the party relying on it is prevented from or delayed in
performing any of its obligations under this agreement, and which is
beyond the control of that party, including (without limitation) civil
disturbance or commotion, act of God, war, blockade, riot, revolution,
earthquake, flood, ▇▇▇▇▇, ▇▇▇▇▇▇▇, other natural calamity, prolonged
atmospheric interference and legal or government enactment, order,
requirement or regulation.
21.2 A party that becomes aware of any matter likely to constitute a Force
Majeure Event affecting the obligations of either party must immediately
give notice of that fact, and of all relevant particulars, to the other
party.
21.3 Immediately a Force Majeure Event occurs a party the performance of whose
obligations is affected by that Force Majeure Event (the "Affected
Party") must give to the other party notice containing full particulars
of the Force Majeure Event including its nature and likely duration, the
obligations affected by it and the nature and extent of its effect on
those obligations ("Suspension Notice").
21.4 The obligations of the Affected Party are suspended, to the extent that
they are affected by the Force Majeure Event, from the date the Affected
Party gives a Suspension Notice in respect of that Force Majeure Event
until the cessation of the Force Majeure Event.
21.5 The Affected Party must use its best endeavours to remove the effect of
each Force Majeure Event affecting its performance of this agreement
(except in the case of industrial action where the Affected Party must
use reasonable endeavours to resolve it).
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21.6 During the period of suspension of any obligation of the Affected Party
under clause 21.4 the other party may (but need not) make alternative
arrangements for the performance, whether by another person or otherwise,
of any obligation so suspended without incurring any liability to the
Affected Party.
21.7 An Affected Party must give immediate notice to the other party of the
cessation of each Force Majeure Event the subject of a Suspension Notice
and must immediately after cessation of that Force Majeure Event resume
performance of any obligation suspended as a result of it.
21.8 If a Force Majeure Event continues for a period of one month after a
Suspension Notice is given in respect of that Force Majeure Event, this
Agreement may be terminated by either party on not less than five
business days' notice given to the other without any liability for breach
of contract in respect of that termination.
22. DISPUTES
22.1 Any dispute arising in connection with this agreement which cannot be
settled by negotiation between the parties or their representatives shall
be submitted to arbitration in accordance with the Rules for the Conduct
of Commercial Arbitrations for the time being of the Institute of
Arbitrators and Mediators Australia. During such arbitration, both
Parties may be legally represented.
22.2 Prior to referring a matter to arbitration pursuant to subclause 1, the
Parties shall:
(a) formally refer the dispute to their respective contract managers
for consideration;
(b) in good faith explore the prospect of mediation.
22.3 Nothing in this clause shall prevent a Party from seeking urgent
equitable relief before an appropriate court.
23. NOTICES
23.1 A notice under this agreement must be signed by or on behalf of the
person giving it, it must be addressed to the person to whom it is to be
given and be:
(a) delivered at that person's address; or
(b) sent by pre-paid mail to that person's address; or
(c) transmitted by facsimile to that person's address.
23.2 A notice given to a party in accordance with this clause is treated as
having been given and received:
(a) if delivered to a party's address, on the day of delivery if
delivered before 12 noon on that business day, otherwise on the
next business day;
(b) if sent by pre-paid mail, on the third business day after posting;
(c) if transmitted by facsimile to a party's address and a correct and
complete transmission report is received by the transmitting
party, on the day of transmission if the transmission is completed
before 12 noon on that business day, otherwise on the next
business day.
23.3 For the purposes of this clause the address of a party is the address set
out adjacent to the parties name on page 1 of this agreement or as a
party may otherwise notify the other under this clause.
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24. MUTUAL CO-OPERATION
Each party agrees to provide the other party with the necessary
assistance and cooperation in order to facilitate the other party's
performance of its obligations under this agreement.
25. GENERAL
25.1 NO ASSIGNMENT
No party to this agreement shall assign or purport to assign its rights
or obligations under this agreement without the prior consent of the
other party.
25.2 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.
25.3 WAIVER
The non-exercise of or delay in exercising any power or right of a party
does not operate as a waiver of that power or right nor does any single
exercise of the power or right preclude any other or further exercise of
it or the exercise of any other power or right. A power or right may only
be waived in writing, signed by the party bound by the waiver.
25.4 AMENDMENT
This agreement may only amended or supplemented in writing, signed by the
parties.
25.5 SEVERABILITY
Any provision in this agreement which is invalid or unenforceable in any
jurisdiction is to be read down for the purposes of that jurisdiction, if
possible, so as to be valid and enforceable, and is otherwise capable of
being 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 jurisdiction.
25.6 ENTIRE AGREEMENT
This agreement is the entire agreement of the parties on the subject
matter. The only enforceable obligations and liabilities of the parties
in relation to the subject matter are those that arise out of the
provisions contained in this agreement. All representations,
communications and prior agreements in relation to the subject matter are
merged in and superseded by this agreement.
25.7 EXCLUSION OF AGENCY PARTNERSHIP AND JOINT VENTURE
Nothing is this agreement is to be treated as creating a partnership or
joint venture between the parties under the laws of any applicable
jurisdiction and no party may act or has any authority to act as agent of
or in any way by to commit the other party to any obligations.
25.8 PERFORMANCE OF FUNCTIONS
Each party shall carry out its responsibility under this agreement:
(a) in a timely and expeditious manner to the reasonable satisfaction
of the other;
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(b) in a good, commercially prudent and reasonable manner; and
(c) shall conduct itself in a manner designed to minimise any
disruption to the other party's activities (or third parties'
activities) being conducted at the Southbank Complex.
25.9 GOVERNING LAW
This agreement is governed by the law in force in the State of Victoria,
Australia. The parties submit to the exclusive jurisdiction of the courts
of Victoria and any courts which may hear appeals from those courts in
respect of any proceedings in connection with this agreement.
25.10 EXPENSES
Each party shall bear and be responsible for its own legal and accounting
costs and expenses in connection with the preparation, completion and
carrying into effect of this agreement, unless the parties otherwise
agree.
EXECUTED as an agreement
SIGNED, SEALED and DELIVERED for )
CROWN LIMITED ACN 006 973 262 ) -----------------------------------
under power of attorney ) Signature of attorney
in the presence of: )
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------- -----------------------------------
Signature of witness Name of attorney
26 April 1995
----------------------------------- -----------------------------------
Name of witness Date of power of attorney
EXECUTED by ACRES GAMING INC:
----------------------------------- -----------------------------------
Signature of director Signature of director/secretary
----------------------------------- -----------------------------------
Name of director Name of director/secretary
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SCHEDULE 1
FUNCTIONAL SPECIFICATION
Confidential portion omitted and filed separately with the SEC
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SCHEDULE 2
PRICE SCHEDULE
-------------------------------------------------------------------------------
COMPONENT UNIT PRICE QTY SUB TOTAL
-------------------------------------------------------------------------------
Hardware
-------------------------------------------------------------------------------
BE2 UPGRADE KITS INCLUDING: * 2600 *
Large VFD, inclusive of inclusive of
all taxes, all taxes,
Illuminated Card Reader, duties and duties and
shipping shipping
Bonus Button,
Power Supply,
12 button backlit keypad,
Player tracking brackets including
assembly and testing of VFD, Card Reader,
Bonus Button and Keypad
-------------------------------------------------------------------------------
Software
-------------------------------------------------------------------------------
ACRES COMPONENT AS PER THE FUNCTIONAL * 1 *
SPECIFICATION INCLUDING:
Machine Credits Transfer
Card Balance Adjustment
Cashless Transaction Server
Key Distribution Server
Cashless Transaction Change Booth
Terminal
Transaction Replication Database
BE2 incorporating ASP 1000 V2.04
plus current version of ASP 1000
Automated Xtra Credits(TM)
Transaction Balancing Software
Concentrator
Translator
Bonus Server
Configuration WorkStation
Bank Controller
-------------------------------------------------------------------------------
Direct Costs
-------------------------------------------------------------------------------
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-------------------------------------------------------------------------------
INSTALLATION, COMMISSIONING SUPPORT AND * 1 *
DOCUMENTATION
-------------------------------------------------------------------------------
TOTAL $A8,250,000
-------------------------------------------------------------------------------
THE PRICE IS INCLUSIVE OF ALL TRAVEL, FOOD AND LODGING COSTS FOR THE PROVISION
OF SUCH ON-SITE PERSONNEL OF ACRES AS ARE REASONABLY REQUESTED BY CROWN TO BE
PRESENT AT THE SOUTHBANK COMPLEX UNTIL CROWN GIVES ACCEPTANCE NOTIFICATION.
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*Confidential portion omitted and filed separately with the SEC
23
SCHEDULE 3
TIME LINE
* CROWN and Acres execute System Upgrade Agreement and Crown
pays to Acres first instalment of the Price.
* ARISTOCRAT delivers ASP specifications and support kits to
designated EGM vendors
* ACRES delivers samples of Player Tracking Brackets (as
referred to in section 8.2 of the Functional Specification)
for Aristocrat Mk V, Aristocrat MVP, IGT GameKing and
Olympic OA3 EGMs with installed BE-2 upgrade kits (as
referred to in section 3.3(c) of the Functional
Specification) to Crown for approval
ARISTOCRAT delivers final modified ASP 1000 simulator to
each game vendor for integration testing.
* ACRES obtains ESD and safety approval of large VFD and 12
Button Backlit Keypad
* ACRES installs upgraded system software in Crown testbed.
▇▇▇▇▇ commences initial integration testing and notifies
VCGA that the System is available for testing.
ACRES installs Software comprising MCI emulator version of
BE-2 code in Crown test bed.
* ACRES BE-2 MCI emulator Software recommended for approval
* ACRES begins installation of Automated PointPlay and
Cashless Wagering Hardware and Software in Crown test bed
CROWN installs Cashless version of Syco in test bed.
All EGM vendors begin installation of upgraded ASP protocol
in Crown test bed.
ACRES obtains VCGA approval of MCI emulator software for
BE-2 upgrade kits
ACRES ships first of three weekly shipments of 800, 900 and
900 BE-2 upgrade kits (2,550 of which are installed within
Player Testing Brackets) tested
* CROWN technicians begin installation of BE-2 upgrade kits on
casino floor
VCGA begins final testing of Acres and EGM Hardware and
Software
* ACRES Cashless Wagering and PointPlay Software recommended
for final approval
CROWN Syco software recommended for final approval
CROWN finishes installation of all BE-2 upgrade kits on
floor.
* CROWN completes installation of System Hardware
Crown commences installation of ASP Version 2.04 EGM
Software.
CROWN seeks approval to commence trial of new System.
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*Confidential portion omitted and filed separately with the SEC
24
SCHEDULE 4
END USER SOFTWARE LICENSE AGREEMENT
1.1 END-USER SOFTWARE LICENSE AGREEMENT
This End-User Software License Agreement ("Agreement") is made
effective on the date last signed below between Acres Gaming
Incorporated, a Nevada corporation, having an office at ▇▇▇ ▇.▇.
Ninth Street, Corvallis, Oregon 97330 ("Licensor") and Crown Limited
ACN 006 973 262, a corporation organized under the laws of Australia
and having an office at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ("Licensee").
1. LICENSE
(a) In accordance with the terms herein, Licensor grants to
Licensee, and Licensee accepts from Licensor, a perpetual
non-exclusive and non-transferable license to use the
Licensor's software and firmware as described in Schedule A to
this agreement (the "Software").
(b) The Software shall be used only on equipment and at
location(s) identified in Schedule B. The Software shall be
used only for Licensee's own business, which includes
operating gaming devices for the benefit of its customers and
clients. Licensee shall not: (1) permit any third party to use
the Software, (2) use the Software for any purpose other than
operating gaming devices, or (3) allow access to the licensed
Software through terminals located outside Licensee's business
premises identified in Schedule B.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
(a) Licensee may not reverse engineer, decompile, or disassemble
the Software, except and only to the extent that such activity
is expressly permitted by applicable law notwithstanding this
limitation.
(b) Licensee must maintain all copyright notices on all copies of
the Software.
(c) Licensee may not distribute copies of the Software to third
parties, save for copies which the Licensee must provide to
the Victorian Casino and Gaming Authority for the Licensee to
comply with its obligations under the Casino Control Act 1991
(Vic)..
(d) Licensee may not adapt or modify the Software.
3. NO ROYALTY
The license granted herein is granted by Licensor pursuant to the
System Upgrade Agreement between Licensee and Licensor dated _______,
and is granted in consideration of such Agreement. No further license
fee or royalty shall be payable to Licensor by Licensee.
4. SOFTWARE OWNERSHIP
Licensor warrants and represents that it is the owner of the Software
and all portions thereof and that it has the right to modify same and
to grant Licensee a license for its use.
5. TITLE TO SOFTWARE, CONFIDENTIALITY, AND INSPECTION
(a) The Software and all programs developed hereunder and all
copies thereof are proprietary to Licensor and title thereto
remains in Licensor. All applicable rights to patents,
copyrights, trademarks and trade secrets in the Software or
any modifications made at Licensee's request are and shall
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remain in Licensor. Licensee shall not sell, transfer, publish,
disclose, display or otherwise make available the Software or
copies thereof to others. Licensee agrees to secure and protect
each module, software product, documentation and copies thereof
in a manner consistent with the maintenance of Licensor's
rights therein and to take appropriate action by instruction or
agreement with its employees or consultants who are permitted
access to each program or software product to satisfy its
obligations hereunder. All copies made by the Licensee of the
Software and other programs developed hereunder, including
translations, compilations, partial copies with modifications
and updated works, are the property of Licensor. Violation of
any provision of this paragraph shall be the basis for
immediate termination of this License Agreement.
(b) To assist Licensor in the protection of its proprietary rights,
Licensee shall permit representatives of Licensor to inspect at
all reasonable times any location at which Software is being
used.
6. WARRANTIES AND INDEMNITIES
The Licensor gives the warranties and indemnities in respect of the
Software that are set out in the System Upgrade Agreement.
7. TERMINATION
(a) Licensor shall have the right to terminate this agreement and
license(s) granted herein: (i) in the event that Licensee, its
officers or employees violates any provision of this License
Agreement and such violation is not remedied by the Licensee
within thirty (30) days of written notice by the Licensor, and
(ii) in the event Licensee (A) terminates or suspends its
business; (B) becomes subject to any bankruptcy or insolvency
proceeding under Federal or state statute or (C) becomes
insolvent or becomes subject to direct control by a trustee,
receiver or similar authority.
(b) In the event of termination by reason of the Licensee's failure
to comply with any part of this agreement, or upon any act
which shall give rise to Licensor's right to terminate,
Licensor shall have the right, to terminate the license(s) in
accordance with clause 7(a) and take immediate possession of
the Software and documentation and all copies wherever located.
Within five (5) days after termination of the license(s),
Licensee will return to Licensor the Software in the form
provided by Licensor or as modified by the Licensee, or upon
request by Licensor destroy the Software and all copies, and
certify in writing that they have been destroyed. Termination
under this paragraph shall not relieve Licensee of its
obligations regarding confidentiality of the Software.
(c) Without limiting any of the above provisions, in the event of
termination as a result of the Licensee's failure to comply
with any of its obligations under this License Agreement, the
Licensee shall continue to be obligated for any payments due.
Termination of the license(s) shall be in addition to and not
in lieu of any equitable remedies available to Licensor.
(d) In the event that the Licensor (A) terminates or suspends its
business; (B) becomes subject to any bankruptcy or insolvency
proceeding under Federal or state statute or (C) becomes
insolvent or becomes subject to direct control by a trustee,
receiver or similar authority, the provisions of the source
code deposit agreement referred to in clause 4.4 of the System
Upgrade Agreement shall apply.
8. LICENSED LOCATIONS
Use of the Software by the Licensee at any location other than those
described above in Article 1 shall be the basis for immediate
termination of this License Agreement. Termination of the License
Agreement shall be in addition to, and not in lieu of, any equitable
remedies available to Licensor.
9. LIMITATION OF LIABILITY
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EXCEPT FOR NON-EXCLUDABLE WARRANTIES AND TERMS REQUIRED BY STATUTE,
ONLY THOSE WARRANTIES AND TERMS WHICH ARE EXPRESSLY CONTAINED IN THIS
AGREEMENT AND THE SYSTEM UPGRADE AGREEMENT APPLY.
10. GENERAL PROVISIONS
(a) Notice. Any notice, request, demand, or other communication
that is required or permitted under this Agreement shall be
deemed properly given if it is deposited in the U.S. mail,
certified, return, receipt requested, postage prepaid, properly
addressed to the respective addresses as set forth above.
(b) Limitation of Action. No action, regardless of form, arising
out of this Agreement may be brought by Licensee more than one
year after the cause of action has arisen.
(c) Attorneys' Fees. If either party brings any legal action or
other proceeding for breach of this Agreement, the prevailing
party shall be entitled to recover its reasonable attorneys'
fees and costs.
(d) Divisibility. If any provision of this Agreement is found to be
prohibited by law and invalid, or for any other reason if any
provision held to be unenforceable, in whole or in part, such
provision shall be ineffective to the extent of the prohibition
or unenforceability without invalidating or having any other
adverse effect upon any other provision of this Agreement.
(e) Entire Agreement. This Agreement shall be read in conjunction
with the System Upgrade Agreement and together with that
agreement, shall constitute the entire agreement between the
parties relating to the subject matter. No extension,
modification or amendment of this Agreement shall be binding
upon a party unless such extension, modification or amendment
is set forth in a written instrument, which is executed and
delivered on behalf of such party.
In Witness Whereof, the parties hereto have duly executed this Agreement,
including the Exhibits attached hereto and incorporated herein by reference, as
of the date last signed below.
ACRES GAMING INCORPORATED CROWN LIMITED
By: By:
-------------------------------- --------------------------------
Title: Title:
----------------------------- -----------------------------
Date: Date:
------------------------------ ------------------------------
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SCHEDULE A (TO END USER SOFTWARE LICENSE AGREEMENT)
DESCRIPTION OF SOFTWARE
THE SOFTWARE SUPPLIED BY THE LICENSOR UNDER THE SYSTEM UPGRADE AGREEMENT DATED
[INSERT DATE] BETWEEN THE LICENSOR AND THE LICENSEE AS DEFINED IN THAT
AGREEMENT, INCLUDING SOFTWARE FOR THE FOLLOWING ITEMS:
(a) Translator
(b) Concentrator
(c) Bonus server
(d) Configuration work station
(e) Bank controller
(f) Bonus engine 2
(g) Coinless transaction server
(h) Coinless transaction database
(i) Key distribution centre
(j) Cashless transaction enquiry terminal
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SCHEDULE B (TO END USER SOFTWARE LICENSE AGREEMENT)
LICENSED LOCATION
CROWN ENTERTAINMENT COMPLEX, SOUTHBANK, VICTORIA, AUSTRALIA.
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SCHEDULE 5
LIST OF EQUIPMENT TO BE RETURNED TO ACRES
2,600 units of:
(k) Machine Communication Interface (MCI);
(l) Magnetic Stripe Card Reader;
(m) Three colour illuminated bezel;
(n) Bonus button; and
(o) Vacuum Florescent Display (VFD).
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