AMENDED AND RESTATED OPERATING AND REVENUE SHARING
MANAGEMENT SERVICES AGREEMENT
This Amended and Restated Operating and Revenue Sharing Management Services
Agreement ("Agreement") is effective the 19th day of April, 1999, by and between
Asanol Management Corporation, or assigns, hereinafter "AMC' or "Licensee", and
▇▇▇▇▇▇▇.▇▇▇ (IOM) Limited, hereinafter "CIOM", an Isle of Man corporation.
RECITALS
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These recitals form a material part of this agreement.
WHEREAS, CIOM and/or its affiliates through contractual agreements with
third parties develops gaming software, transaction systems for verifiable
events wagering, and has developed valuable technology; software, technical and
support know how and related expertise known as CR Netbook .
WHEREAS, AMC is in the process of securing financing for the purpose of
licensing software, and wishes to enter into an agreement with CIOM for CIOM
and/or its affiliates through contractual agreements with third parties to
market the services of a sports gaming facility pursuant to which AMC intends to
operate and market the services of a sports gaming facility that provides
wagering opportunities on verifiable events in sports, and on-line casino games,
WHEREAS, CIOM and/or its affiliates through contractual agreements with
third parties provides services in order for the licensee to operate and
maintain its own call center,
WHEREAS, the Parties have contemporaneously entered into a non- exclusive
license agreement by which CIOM grants AMC a non-exclusive license to
Proprietary Technology owned by CIOM and/or its affiliates in connection with
the "Bigbook", with its operational center in Costa Rica, and other associated
sites as needed, (details of such license are outlined in a separate License
Agreement attached hereto),
NOW, THEREFORE, in consideration of the foregoing premises and the
covenants and agreements recited in this Agreement and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each Party, the Parties hereby agree as follows:
1. DEFINITIONS: As applicable in the normal course of the Interactive Gaming
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Industry and as defined in the Non-exclusive license agreement.
2. TERM AND CONDITIONS PRECEDENT:
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2.1 Term. This Agreement shall remain in force for 99 years or until
terminated by either party for cause.
3. SYSTEMS REQUIREMENTS. PERFORMANCE STANDARDS AND EQUIPMENT SHARING
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3.1 Equipment Sharing. All equipment purchases and leases will be paid for
by CIOM.
3.1.1 Equipment Updates. All equipment updates will be paid for by
CIOM.
3.2 Operating Costs and Other. Shall be the responsibility of CIOM System
requirements will be as follows:
3.2.1 Language. Version 1.0 of the AMC Sportsbook Site shall
communicate by the English language. For future versions of the AMC Sportsbook,
CIOM shall promptly and reasonably adapt the AMC Sportsbook Site to other
languages, including Japanese, Chinese, Spanish, German, and Russian, as may be
technically feasible, at CIOM's sole expense under a budget approved by AMC in
advance of such adaptation.
3.2.2 Customizing. At AMC's request and sole expense, CIOM shall
promptly and to AMC's satisfaction, customize the original Site and AMC's AMC
Sportsbook located there, by additional programming, to create multi-ethnic
identities and other required languages. All costs for adapting Licensee's AMC
Sportsbook Site as described in this Section shall be incurred pursuant to a
budget agreed to in writing by the parties.
3.2.3 Proprietary Data Bases. CIOM shall provide a reasonable
system design to create proprietary databases of Clients who visit, register, or
wager at the Site. CIOM will not solicit AMC's clients or sell, disclose, or
transmit, any proprietary client data to any third party without AMC's written
consent. CIOM will provide reports on a monthly basis that record the sites and
sources from which the clients entered the system ("Client Tracking"). The
proprietary database shall remain and be the sole and exclusive property of AMC
3.2.4 Specific Sports and Bets. CIOM shall provide at least the
following event types to satisfy the requirements in Paragraphs 3.1.1 through
3.1.5 above:
3.2.4.1 NFL American Football
3.2.4.2 NCAA College Football
3.2.4.3 NBA Basketball
3.2.4.4 NCAA College Basketball
3.2.4.5 NHL Ice Hockey
3.2.4.6 Major League Baseball
3.2.4.7 Boxing
3.2.4.8 Soccer
3.2.4.9 Casino Games
3.2.4.10 Included wagering types:
Moneyline
Game Total
Teaser & Parlays
Propositions/Exotics
Pointspreads
Futures
CIOM shall promptly incorporate new event and wager types into the AMC
Sportsbook as may be reasonably requested by Licensee. Such new wager and event
types shall be added at CIOM's expense.
3.2.5 Player Registration. CIOM shall provide user access to allow
users to register electronically over the Internet as prospective account
holders on the Site and to review on line all roles, terms, and conditions
applicable to Gaming and other uses on the Site.
3.2.6 Player Assistance. CIOM shall provide player support at its
sole cost.
3.2.7 Financial Transactions. CIOM shall provide to Licensee such
applications as are necessary to provide electronic or other access to banks to
transfer Periodic Gross Win/Loss administered under the revenue sharing
provisions of Article 6 and Schedule A of this Agreement, as well as archival
storage capabilities for later audit and verification purposes.
3.3 Hardware. CIOM bean the sole cost of all hardware.
3.4 Operation and Repair. The following performance standards shall apply
to Licensor's obligations under this Agreement.
3.4.1 Server. CIOM shall, during the term of this Agreement, keep
the Servers in good working condition and repair, except for any damage caused
to the Sewer by any negligent act of AMC or its agents, employees, or invitees.
CIOM shall, during the term of this Agreement, provide sufficient Sewer capacity
such that users of the AMC Sportsbook may reasonably operate the applications
contained in the AMC Sportsbook. All repairs made by CIOM shall be at its
expense. CIOM shall have no liability to AMC for damages arising from or related
to operation of the Sewer except for gross negligence of CIOM's employees,
agents, or invitees.
3.4.2 Web Site. CIOM shall, during the term of this Agreement,
keep the Site in good working condition and repair, except for any damage caused
to the Site by any negligent act of AMC or its agents, employees, or invitees,
and events beyond CIOM's control. All repairs made by CIOM shall be at its
expense.
3.5 Alterations. AMC shall not make any alterations to any programs or
graphic displays used on the Site and shall submit all requests for any such
alteration to CIOM in writing. Upon receipt of any such request by AMC CIOM
shall reasonably determine whether any such alterations maybe incorporated into
the Site and CIOM shall report such determinations to AMC in writing within 30
days. Thereafter, if CIOM determines such alterations may reasonably be made, at
its sole expense, it shall begin such alterations within 30 days. CIOM will not
unreasonably withhold consent in areas of web site design, graphics, or content.
3.6 Flaws or Glitches. CIOM shall promptly correct any flaws or
glitches in any program or graphic displays.
3.7 Site Control. CIOM shall have exclusive control of and management
responsibilities for all Sewers and shall have the right to establish, modify,
amend normal revision controls and Network/Sewer Management rules and
regulations for the use of the Sewers and Software at the Site. CIOM shall
install software on all Sewers to ensure the continued operation of the Site.
Nothing in this paragraph shall be construed to constitute control of such
contents by CIOM and the Licensee agrees to allow display at the Site of any
such disclaimer reasonably requested by CIOM.
3.8 Audit of Books and Records. Periodic and regular audits shall be
made on a yearly basis. The Parties shall engage and each pay half the fees of
the accounting firm selected under this agreement to audit the accounts,
records, and transactions established and performed under Articles 5 and 6 of
this Agreement. Additional audits requested separately shall be paid by the
initiating party If the audit reveals underpayment by CIOM to AMC of greater
than 5%, then CIOM shall pay all costs of the audit, and any amounts due,
including carrying cost at 3% above
LIBOR.
4. MARKETING
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For the first three years subsequent to this agreement CIOM shall prepare
the marketing plan for the AMC Sportsbook site. The cost sharing of said
marketing plan is detailed in a separate Agreement: The Marketing Plan.f.
5. BANKROLL
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5.1 Licensee shall make such funds available that it has the ability to pay
for any and all winnings that may be generated by the clients
6. REVENUE SHARING
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6.1 The Gross Win/Loss shall be disbursed through the e-cash system on a
periodic basis. My revenues derived by Licensee under this Agreement, shall be
paid to the Parties as follows:
6.1.1 Revenue Sharing to CIOM, See Schedule A.
6.1.2 Revenue Sharing to AMC, See Schedule A.
6.2 The Gross Win/Loss, Cash Transactions and any cash recorded in or by
the MAC Sportsbook that both parties have an interest in, shall be recorded and
monitored according to mutually agreed guidelines.
7. OTHER AGREEMENTS
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7.1 Incorporation and Cross Covenants. The provisions of the
Non-exclusive License Agreement, to the extent they are not inconsistent with
any provision of this Agreement, are incorporated by reference and shall become
a part of this Agreement. A material breach by either Party of the License
Agreement shall be a breach of this Agreement.
8. WARRANTIES AND REPRESENTATIONS
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8.1 Warranty. CIOM warrants that licensee's AMC Sportsbook Site will
perform substantially in accordance with the performance specifications of this
Agreement.
8.2 NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY ISLE OF MAN
LAW OR ANY OTHER LAW FOUND TO GOVERN IT'S PERFORMANCE UNDER THIS AGREEMENT, CIOM
DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR
USE OTHER THAN FOR THE OPERATION OF SPORTSBOOK WAGERING, FOR THE SERVICE,
SOFTWARE, AND HARDWARE INVOLVED IN OR RELATED TO THE OPERATION OF AMC'S AMC
SPORTSBOOK SITE.
8.3 NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED
BY ISLE OF MAN LAW OR ANY OTHER LAW FOUND TO GOVERN ITS PERFORMANCE UNDER THIS
AGREEMENT, CIOM SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, BUT
NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES FOR
PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION LOSS OF
BUSINESS INFORMATION EXEMPLARY, OR PUNITIVE DAMAGES) ARISING FROM OR RELATED TO
OPERATION OF AMC'S AMC SPORTSBOOK SITE.
9. MISCELLANEOUS
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9.1 Arbitration. All claims, demands, or disputes of any kind between
the Parties arising under or related to this Agreement shall first be submitted
to mediation before a single mediator selected by the Parties. If, after Thirty
(30) days after such mediation has been initiated, the dispute has riot been
resolved to the satisfaction of both Parties, the Parties shall then submit the
dispute to binding arbitration conducted in the English language in ▇▇▇▇▇▇▇▇▇,
▇.▇, ▇▇▇▇▇▇ under the rules of the International Arbitration Center. Each Party
shall select an arbitrator, after which the arbitrators selected by each Party
shall select a third arbitrator. Any award from the panel of arbitrators shall
be confirmable in any court of competent jurisdiction and shall be entered as a
judgment enforceable by the prevailing Party. Any award from the panel of
arbitrators shall include an award of reasonable attorneys' fees and costs to
the prevailing Party.
9.2 Marking. AMC agrees it will ▇▇▇▇ all literature and Site
communications that are the intellectual property of CIOM of any kind under this
Agreement with the appropriate trademark, copyright, or patent marking
reasonably required by CIOM. CIOM agrees it will ▇▇▇▇ all literature and site
communications that are the intellectual property of AMC of any kind under this
Agreement with the appropriate trademark, copyright or parent marking reasonably
required by AMC . AMC further agrees to allow CIOM to put CR Netbook (TM) logo
on the Bigbook web-site.
9.3 Choice of Law. All disputes concerning the validity;
interpretation, or performance of this Agreement and any of its terms or
conditions, or of any rights or obligations of the Parties, shall be governed by
the laws of the Isle of Man, except its conflicts of laws.
9.4 Regulatory Compliance. Nothing in this Agreement shall be construed
as requiring CIOM, its affiliates, agents, and joint-venturer, to operate or act
as a Sportsbook operator or any equivalent entity requiring CIOM, its
affiliates, agents, or joint venturer to obtain any license, concession or any
other permission to operate, other than those needed to operate within the
jurisdiction of Costa Rica. Notwithstanding the foregoing, each Party mutually
acknowledges the existence of regulatory jurisdiction of national and
subnational units and covenant and agrees to cooperate at its own expense with
all such units to obtain any regulatory review, license, concession, or other
permission such units may reasonably require.
9.5 Complete Understanding and Modifications. This Agreement
constitutes the complete expression of the terms of the grant of this Agreement.
All previous and contemporaneous agreements, representations, and negotiations,
whether oral, written, or implied, related to this Agreement except the
Non-Exclusive License Agreement, axe superseded by this Agreement, except those
included in the recitals to this Agreement. Any modifications to this Agreement
must be reduced to writing, signed by both Parties, and attached to this
Agreement to be effective.
9.6 Assignability. AMC shall have the right, subject to CIOM's
reasonable consent, to assign this Agreement to a subsidiary, affiliate, or a
purchaser of all or substantially all the stock or assets of AMC~ after which
any such assignee or purchaser shall become a party to this Agreement. CIOM
shall have the right to assign this Agreement at anytime without the prior
consent of AMC.
9.7 No Waiver. The failure by either Party to this Agreement to insist
upon performance by the other Party shall not constitute a waiver of any rights
under this Agreement and shall not bar, by waiver or estoppel, insistence upon
performance by the other Party
9.8 Relationship of Patties. Nothing in this Agreement shall be
construed in a manner which would create an employee-employer, principal-agent,
joint venture, partnership relationship between the Parties.
9.9 Retention of Ownership. This Agreement is not to be construed as an
assignment of or transfer of ownership in the Proprietary Technology; Licensor
retains ownership of and exclusive right to apply, license, or assign the
licensed Proprietary Technology and all its improvements, alterations, or
additions to such Proprietary Technology;
9.10 Application of AMC's Improvements. AMC shall not use, in the
performance of its obligations under this Agreement, any improvements or
additions to or in support of the Site developed by or on its behalf, without
the prior written consent of CIOM, which will not be reasonably withheld.
9.11 Severability. If any provision of this Agreement is illegal or
unenforceable, it shall be deemed stricken and all the remaining provisions
shall remain in full force and effect.
9.12 Survival of Obligations. Each Party does for it and its
successors, heirs, executors, administrators, representatives, insurers, agents,
and assigns, covenants and agrees that it and they will continue to adhere to
the restrictions and obligations of this Agreement and this Agreement shall
inure to their continued benefit.
9.13 Representation by Counsel; Interpretation. CIOM and AMC each
acknowledge that each Party to this Agreement has been represented by counsel in
connection with this Agreement and the transactions contemplated by this
Agreement. Accordingly, any rule of law, or any legal decision that would
require interpretation of any claimed ambiguities in this Agreement against the
Party that drafted them has no application and is expressly waived. The
provisions of this Agreement shall be interpreted in a reasonable manner to
effect the intent of CIOM and AMC.
9.14 Recitals. The recitals shall be considered part of this Agreement.
9.15 Headings. The Headings are for informational purposes only and
shall not constitute part of this Agreement.
9.16 Multiple Counterparts. This Agreement maybe executed in multiple
counterparts, each of which shall be considered an original executed version of
this document.
9.17 Force Majeure. The Parties shall be excused from performance of
their respective obligations under this Agreement for such period of time within
which they are prevented from performing their obligations by acts of God,
failures of Internet network or other communications facilities to permit
operation of the Site, governmental intervention, riot, revolutions,
insurrection, civil disturbances, strikes, or any other causes beyond their
reasonable control.
9.18 Partial Invalidity. If any term or provision of this Agreement, or
any application of this Agreement to any Party or circumstance, shall be
declared invalid or unenforceable, the remainder of this Agreement, or its
application, shall not be affected by such determination and each other term and
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
9.19 Further Assurances. The Parties covenant and agree to execute such
documents and perform such things as may reasonably be necessary to effect the
execution and implementation of this Agreement.
9.20 Notices. Any notice given by either Party to the other Party shall
be deemed to have been sufficiently given if sent by registered air mail or by
cable, telex, or telecopier, to the address of the Party as follows, unless such
other Party designates another address in writing:
If to CIOM
▇▇▇▇▇▇▇▇.▇▇▇ (IOM) Ltd.
Castle ▇▇▇▇, ▇▇▇▇▇▇▇▇ Road
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇
If to Asanol Management Corporation
Road Town.
Pasea Estate,
P.O. Box 3149, Tortola,
British Virgin Islands
ASANOL MANAGEMENT CORPORATION,
By. /s/ ▇▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Title: Director
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▇▇▇▇▇▇▇▇.▇▇▇ (IOM) Ltd.
By. /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Title: President
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SCHEDULE "A"
Revenue Sharing
CIOM shall receive 50% of the Internet generated Gross Gaming Revenue GGR
The GGR is defined as the Gross Revenue minus payout so the winners and before
operating costs from the Effective Date of this agreement.
AMC will retain 50% of the GGR.
Acknowledged:
ASANOL MANAGEMENT CORPORATION,
By. /s/ ▇▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Title: Director
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▇▇▇▇▇▇▇▇.▇▇▇ (IOM) Ltd.
By. /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Title: President
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