1
Exhibit 10(i)
INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC. (ILTS)
AND
PASCAL & COMPANY
CONTRACT NUMBER: 6193
SERVICES AND SUPPLY
STANDARD AGREEMENT AND SCHEDULES
Contents
Purchase Agreement
Schedule 1 Terms and Conditions, Prices and Payment Schedule
Schedule 2 Project Schedule
Schedule 3 Hardware Products to be Delivered by Supplier
Schedule 4 Software Products to be Delivered by Supplier
Schedule 5 Services to be Delivered by Supplier
Schedule 6 Change Control Procedure
Schedule 7 Software Support Agreement
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Services and Supply Agreement
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Pascal & Company Services and Supply Agreement
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SERVICES AND SUPPLY AGREEMENT
This Agreement dated August 3, 1995 is entered into between International
Lottery & Totalizator Systems, Inc., a California corporation, United States of
America (herein referred to as "Supplier") and Pascal & Company (herein referred
to as "Customer").
Attached hereto and made part of this Agreement are the following Schedules:
Schedule 1 Terms and Conditions Schedule
Schedule 2 Project Schedule
Schedule 3 Hardware Products to be Delivered by Supplier
Schedule 4 Software Products to be Delivered by Supplier
Schedule 5 Services to be Delivered by Supplier
Schedule 6 Change Control Procedure
Schedule 7 Software Support Agreement
1.0 PURCHASE AND SALE OF DELIVERABLES. Supplier agrees to provide the
Deliverables as described in Schedules 3, 4 and 5. The payment terms
shall be as set forth in Schedule 1 and the timetable for the delivery,
installation and acceptance of the Deliverables shall be as set forth
in Schedule 2.
2.0 INDEMNITIES AND LIMITS ON SUPPLIER'S LIABILITY. Customer hereby
indemnifies and holds harmless and shall keep Supplier indemnified and
held harmless to the extent permitted under existing law, from and
against all damages, costs, actions, claims and demands whatsoever,
including reasonable legal fees, which may be recovered or made against
Supplier by any person including members of the public, for any injury
they may sustain while in or upon any building or structure or any part
thereof or any other location in which the Deliverables or any part
thereof is installed or from which it is operated or in connection with
Customer's use or operation of the Deliverables or any part thereof or
any act or omission of Customer or its employees or agents unless the
injury is caused by Supplier or Supplier's employees willful or
negligent act or omission, provided that, this indemnity shall not
extend to any injury suffered by Supplier's staff or members of the
public in space occupied by the supplier, which shall be covered by
insurance arranged by Supplier at its cost.
2.1 Customer acknowledges that the Deliverables may contain magnetic
memories or other devices in which
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substantial data may be accumulated. Supplier shall not become liable
to Customer or anyone else if any such data is lost or rendered
inaccurate, unless caused by gross negligence or intentional
misconduct, omission or breach of contract. Supplier shall not be
liable to Customer or any other person for any act, omission,
occurrence or event causing loss, damage or injury to person or
property in connection with Supplier's obligations under this
Agreement, or its exercise of any rights or privileges hereunder,
unless caused by gross negligence, intentional misconduct, omission or
breach of contract of Supplier. In no event, whether in contract,
warranty, tort (including negligence), or otherwise, shall Supplier be
liable to Customer or any other person for indirect, incidental,
special or consequential damages including, but not limited to, loss of
actual or anticipated profits or revenues, loss of use of products,
loss of data, cost of capital, cost of substitute products, facilities
or services, downtime costs, or claims of Customer for such damages in
connection with providing or failing to provide the Deliverables or
arising out of the use of the Deliverables.
2.2 Supplier's liability to Customer for any cause whatsoever shall be
limited to five million U.S. Dollars ($5,000,000). This limitation will
apply regardless of the form of action, whether contract or tort,
including without limitation negligence. The foregoing limitation does
not apply to damages resulting from personal injury caused by
Supplier's negligence.
2.3 Any action against Supplier must be brought within twelve (12) months
after the cause of action arises.
3.0 PATENTS AND COPYRIGHT. If any action or proceeding is brought against
Customer for alleged infringement of any letter patent by the
Deliverables or any part thereof or if any allegation of copyright
infringement is made and if Customer gives Supplier notice without
undue delay in writing of any such allegations of infringement or of
the institution of any such action or proceeding and permits Supplier
to answer the allegation and to defend the action or proceeding and
also if Customer gives Supplier all information, reasonable assistance
and authority required for those purposes and does not by any action
(including any admission or acknowledgment) or omission prejudice the
conduct of such defense then:
1. Supplier will at its own election either effect any settlement or
compromise which it deems reasonable or at its own expense defend
any such action or proceeding, and
2. Supplier will pay the amount of any settlement or compromise
effected by Supplier including all damages and costs including any
reasonable Customer legal fees awarded against Supplier and/or
Customer in any such action or proceeding, and
3. If the Deliverables or any part thereof is in such action or
proceeding held to constitute infringement and
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is the subject of an injunction restraining its use or any order
providing for its delivery or destruction, Supplier shall at its
own election and expense either:
a) procure for Customer the right to retain and continue to use the
Deliverables or part thereof; or
b) modify the Deliverables or part thereof so that it becomes
non-infringing.
3.1 Supplier shall not be under any of the obligations specified pursuant
to subsection 3.0 above in either of the following events:
1. any infringement which is based upon the use of the Deliverables or
part thereof in combination with equipment or other devices not
made or supplied by Supplier or in any manner for which the
Deliverables or part thereof was not supplied unless consented to
by the Supplier; or
2. Customer enters into any compromise or settlement in respect of any
such action or proceeding without Supplier's prior written consent.
4.0 CONFIDENTIAL INFORMATION. Customer acknowledges that information
relating to the technical and operational aspects of the Deliverables
is confidential to Supplier. Subject to Grant of License, Schedule 1,
Customer shall not, and shall take all reasonable steps to insure that
its employees and agents do not, without the prior written consent of
Supplier, divulge any information relating to technical or operational
aspects of the Deliverables or the terms of this Agreement to any third
party except as required by law during the term of this agreement,
during any renewal or renewals thereof and for a period thereafter of
10 years.
4.1 Supplier acknowledges that Customer's system is confidential to
Customer and that any disclosure thereof could not be rectified.
Supplier shall not, and shall take all reasonable steps to insure that
its employees and agents do not, without the prior written consent of
Customer, divulge any information relating to Customer's system or the
terms of this Agreement to any third party except as required by law
during the term of this Agreement, during any renewal or renewals
thereof and for a period thereafter of 10 years.
5.0 Upon delivery of the deliverables Customer:
1. will comply with all laws relating in any way to the use, operation
or maintenance of the Deliverables;
2. will grant Supplier the right to inspect the Deliverables at any
reasonable time upon due notice; and the Customer shall have the
right for such inspection of trade deliverables for which Customer
does not have possession and which are in the custody of the
Customer;
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3. shall not make any alterations, additions, modifications or
improvements to the Deliverables without the prior written consent
of Supplier.
6.0 FORCE MAJEURE. Neither party shall be responsible to the other for not
fulfilling its obligations under this Agreement for the period which
this is not feasible due to or circumstances beyond the reasonable
control of either party including, without limiting the generality of
the foregoing, acts of God, war, sabotage, riot, insurrection, civil
commotion, change in legislation, regulation, decree or other legally
enforceable order or pursuant to stated policy of any government,
governmental or other competent authority (including any court of
competent jurisdiction), strike action (whether or not involving
employees of the party concerned), union bans or lock-outs.
6.1 If a party is or reasonably expects to be prevented from performing any
of its obligations under this Agreement as a result of Force Majeure it
shall, promptly after having knowledge of the act, event or cause
constituting Force Majeure, give to the other party notice of the
nature of the Force Majeure and likely duration of the disability
resulting therefrom and shall further notify the other party forthwith
upon cessation of that disability.
6.2 Any party notifying Force Majeure shall use reasonable endeavors to
overcome that Force Majeure or remedy the disability resulting
therefrom as promptly as possible, provided always that party shall not
be required hereby to settle any labor dispute on terms contrary to its
wishes nor to test the validity of any law, regulation, decree or order
by way of legal proceedings.
6.3 In the event that Force Majeure shall subsist for a period in excess of
one hundred eighty (180) days the parties agree that there is a mutual
termination of the agreement without prejudice to either parties rights
and remedies under this agreement or by law.
7.0 TERM OF THE AGREEMENT. The term of the Agreement expires on 31 May
2005, unless extended by a subsequent mutual Agreement. Supplier to
submit draft extension agreement to Customer no later than 31 December
2003.
7.1 TERMINATION. Should either party, at any time before acceptance of all
Deliverables cease conducting business in the normal course, become
insolvent, make a general assignment for the benefit of creditors,
admit in writing its inability to pay its debts as they mature, suffer
or permit the appointment of a receiver for its business or assets, or
have an order for winding-up made against it, or fail to perform any of
its material obligations hereunder for a period of ninety (90) days
after written notice by the other party
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requiring performance save that the ninety (90) days period shall not
apply where a different period has been expressly dictated by the terms
of this Agreement or where the failure to perform is incapable of
remedy, such party shall be considered as having committed a material
breach of this Agreement and the other party may at any time (or
immediately in the case of a breach which in incapable of remedy)
terminate this Agreement without prejudice to it's rights and remedies
under this Agreement or at law.
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8.0 ENTIRE AGREEMENT. This Agreement embodies the entire agreement between
the parties and supersedes in its entirety all previous understandings,
agreements, and representations between the parties oral or written
with respect to the subject matter hereof. This Agreement may not be
amended or modified except by an instrument in writing duly executed on
behalf of the parties. Any waiver of any breach of this Agreement shall
be limited to the particular instance and shall not operate or be
deemed to waive any future breach. Any representation or statement not
contained in this Agreement shall not be binding upon Supplier as a
warranty or otherwise.
9.0 ASSIGNMENT. Neither Supplier nor Customer may assign either its rights
or its obligations hereunder without the prior written consent of the
other party, which consent shall not be unreasonably withheld.
10.0 LEGAL FEES. If any action at law or in equity, including any action for
declaratory relief, is brought to enforce or to interpret the
provisions of this Agreement, the prevailing party shall be entitled to
reasonable legal fees and costs, which may be set by the tribunal in
the same proceeding or action, or in a separate proceeding or action
brought for that purpose, in addition to any other relief to which it
may be entitled.
11.0 GOVERNING LAW. The governing law of this Agreement shall be the law of
England and Wales. Any dispute arising out of or in connection with
this Agreement, including any question regarding its existence,
validity or termination, shall be referred to and finally resolved by
arbitration under the Rules of the London Court of International
Arbitration, which Rules are deemed to be incorporated by reference
into this clause.
The tribunal shall comprise three arbitrators, two of them to be
nominated (one each) by the respective parties. The place of
arbitration shall be London. The language of arbitration shall be
English.
12. NOTIFICATION NAMES AND ADDRESSES
Any notice of legal action to be given hereunder by either party to the
other may be effected by personal delivery in writing or by facsimile
or by registered or certified mail, postage prepaid, return receipt
requested. Mailed notices shall be addressed to the parties at their
addresses as follows, but each party may change its address by written
notice in accordance with this agreement.
Customer:
Name: Pascal & Company
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Telephone: ▇▇▇▇-▇▇▇-▇▇▇
Fax: ▇▇▇▇-▇▇▇-▇▇▇
Contact(s): Administrator: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Financial: ▇▇▇▇ ▇▇▇▇▇▇▇
Technical Management: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Delivery Address: same
Supplier
Name: International Lottery & Totalizator Systems, Inc.
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Contact(s): Sales:
Account Manager: ▇▇▇▇ ▇▇▇▇▇▇▇
Financial: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Project Name: NHS Lotto
Contract Date: 1 June 1995
Delivery Date: 18 September 1995
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Pascal & Company International Lottery & Totalizator Systems, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 2131 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
------------------------- -------------------------
CUSTOMER SUPPLIER
/s/ ▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------- -------------------------
Signed Signed
Director President
------------------------- -------------------------
Title Title
8/3/95
------------------------- -------------------------
Date Date
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Pascal & Company Services and Supply Agreement
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SCHEDULE 1
TERMS & CONDITIONS, PRICES & PAYMENT
12
TABLE OF CONTENTS
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1.1 Terms and Conditions............................................ 1
1.1.1 Prices and Fees.......................................... 1
1.1.1.1 Prices, Fees and Other Charges.................. 1
1.1.1.2 Taxes........................................... 1
1.1.1.3 Delivery........................................ 1
1.1.1.4 Payment......................................... 1
1.1.1.5 Non-Hire of Employees........................... 2
1.1.2 Warranty................................................. 2
1.1.2.1 Supplier Software Products...................... 2
1.1.2.2 Limitation of Warranty.......................... 2
1.1.2.3 Service Warranty................................ 3
1.1.2.4 Liabilities and Remedies........................ 3
1.1.3 Software License......................................... 3
1.1.3.1 Grant of Software License ...................... 3
1.1.3.2 Standard License Terms ......................... 3
1.1.3.3 License Termination ............................ 4
1.1.4 Fee Summary.............................................. 5
1.2 Hardware Deliverables........................................... 5
1.3 Services Deliverables........................................... 6
1.3.1 Publication Services..................................... 6
1.3.1.1 Ticket Design Services.......................... 6
1.3.1.2 Individual Services Prices for 1995............. 6
1.4 Software deliverables........................................... 7
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Pascal & Company Services and Supply Agreement Schedule 1
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Schedule 1 Pascal & Company Services and Supply Agreement
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1 TERMS AND CONDITIONS, PRICES AND PAYMENT
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1.1 TERMS AND CONDITIONS
1.1.1 PRICES AND FEES
1.1.1.1 PRICES, FEES AND OTHER CHARGES
Prices and fees for Products and Services are specified herein.
1.1.1.2 TAXES
Fees are exclusive of and Customer is responsible for all
applicable taxes, duties, assessments and value added tax (VAT) on
the sale, license or use of Products or on the provision of
Services.
1.1.1.3 DELIVERY
Products will be delivered Free Carrier (FCA according to
Incoterms 1990) Supplier's facilities. Customer will be
responsible for constructed transportation charges, and for
insurance at rates in effect at the time of this agreement.
Customer may elect to provide its own insurance by providing
specific written notice to Supplier. Supplier will use Supplier's
own freight forwarder; however, upon request from Customer the
Supplier can use one specified by Customer and attach a 3% special
handling fee to the transportation charges.
1.1.1.4 PAYMENT
Customer shall provide Supplier with a report from the on-line
system which specifies gross sales for the week and the average
sales per the average number of on-line terminals for the same
period. The report shall be provided no later than one day
following each draw. Gross sales shall mean all sales minus
cancellations.
Based upon the report an invoice will be transmitted to the
Customer by facsimile on the date shown on the invoice and this is
defined as the date of invoice. Upon special request the original
of the invoice can be mailed to the Customer for backup or for
required business practice. Customer invoice facsimile, number and
postal address to be sent to are:
Payment for Products is due thirty (30) days from the date of
invoice. Payments for services and/or fees for which no "delivery"
of Products is involved is due upon date of invoice. Payment shall
be made by wire transfer to:
Totalizator Systems (U.K.) Ltd.,
c/o Midland Bank PLC
Corporate Branch, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Account No. ▇▇▇▇▇▇▇▇
Sort Code 40-45-08
Tel No. ▇-▇▇▇-▇▇▇▇▇▇
Fax No. ▇-▇▇▇-▇▇▇▇▇▇
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Invoices past due thirty (30) days will bear a late charge fee at
the rate of one percent (1%) per month or portion thereof
accumulative. Payment is deemed to have been effected on the day
when Supplier's bank account has been credited with the payment.
All invoices are payable in United Kingdom, Pounds Sterling.
1.1.1.5 NON-HIRE OF EMPLOYEES
In the event that the Customer hires a Supplier employee either as
a contract or permanent employee during the term of this
Agreement, and for a period of two years after the termination of
this Agreement hereof, the Customer agrees to reimburse the
Supplier for the investment in training the employee in the
products and services of the Supplier in the following amounts:
Term of Supplier Employee Employment Amount
------------------------------------ --------
Employment of 0 through 1 year $ 43,000
Employment of 1 through 2 years $ 75,000
Employment of 2 through 5 years $ 160,000
Greater than 5 years $ 250,000
Invoice to be generated and sent to Customer no sooner than one
month after Customer hire date of Supplier Employee.
1.1.2 WARRANTY
1.1.2.1 SUPPLIER SOFTWARE PRODUCTS
Supplier warrants to Customer that the Supplier Software Products
designated as warranted will conform to the Schedule 4
Specification applicable to the Software Products at the time of
contract. The warranty period for Supplier Software Products is
for the term of this Agreement and any renewals thereof. The
warranty period begins on the date of go-live. Supplier does not
warrant that the execution of Software shall be uninterrupted or
error-free.
1.1.2.2 LIMITATION OF WARRANTY
The warranty provided in Subparagraph 1.1.2.1 are limited
warranties and do not apply to:
1. any Products, other than Supplier Software Products, which may be
sold or licensed by Supplier. These Products are sold or licensed
"as is", or are warranted directly to Customer by a third party,
or
2. conditions resulting from improper use of the Supplier Hardware
or Software Products or operation of the Supplier Hardware
outside the specified environmental conditions, or
3. conditions resulting from causes external to the Supplier
Hardware or Software Products after delivery, or
4. conditions resulting from modifications to Supplier Hardware or
Software Products other than modifications made by Supplier, or
5. Supplier Hardware Products from which Supplier's serial numbers
have been removed or mutilated.
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6. Supplier Hardware Products when used with operating supplies
(ticket paper stock) not in accordance with Supplier
specifications.
7. Consumable products such as lamps, fuses, printheads and other
expendable items.
1.1.2.3 SERVICE WARRANTY
Supplier warrants that Services will be provided in a workmanlike
manner in accordance with Schedule 5.
1.1.2.4 LIABILITIES AND REMEDIES
Supplier's entire liability and Customer's remedies are set forth
in this Paragraph, except as provided in the Agreement. These
remedies are Customer's exclusive remedies and are in lieu of any
other remedy at law or in equity. In all situations involving
performance or non-performance Software Products furnished
hereunder, Customer's remedy is if notified by Customer of the
defect within the warranty period, or remedy, by Supplier in the
manner specified in Schedule 1, of a non-conformance of Software
during the stated warranty period. If Supplier fails to perform
its warranty or service responsibilities, or if Customer has any
other claim related to Deliverables purchased or licensed from
Supplier, Customer shall be entitled to recover only direct
damages and only up to the limits set forth in the Agreement.
1.1.3 SOFTWARE LICENSE
Customer receives no right to use any Software Product except by a
grant of a Software License by Supplier. Title to the Software
Product shall remain with Supplier. These terms and conditions
govern the License granted by Supplier to Customer and Customer's
obligations thereunder.
1.1.3.1 GRANT OF SOFTWARE LICENSE
Supplier grants Customer a Software License as provided below.
Supplier grants no Software Licenses whatsoever, either explicitly
or implicitly, except by this contract, for a Software License.
Supplier grants to Customer a Software License for Software
supplied by Supplier with Hardware Products or in connection with
Services. Customer agrees to comply with and not deliberately
modify or make inoperable any feature which is incorporated in the
Software to prevent access to unlicensed Software.
1.1.3.2 STANDARD LICENSE TERMS
1.1.3.2.1 SOFTWARE EXECUTION
Customer may execute the Software and may load, copy or transmit
the Software, in whole or in part, only as necessary for
execution. Customer may make archival copies of the Software as
provided in the Copyright Law of the United States. Customer
agrees to reproduce Supplier's copyright and all other legal
notices, including but not limited to other proprietary notices
and notices mandated by governmental entities, on all complete or
partial copies or transmissions of the Software. Software usage
may not exceed the License or the number of users for which
Customer is licensed.
1.1.3.2.2 ACCESS TO SOFTWARE
Customer may make the Software available to its employees and
agents to the extent needed to exercise its License hereunder.
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1.1.3.2.3 PERSONAL, NON-EXCLUSIVE LICENSES
Customer's License is personal and non-exclusive, and may not be
transferred without Supplier's express written consent, which
consent shall not be unreasonably withheld.
1.1.3.2.4 LICENSE LIMITATION, REVERSE ENGINEERING
Software is proprietary to Supplier. Supplier transfers no title
to or ownership of any Software to Customer or to third party.
Except as explicitly set forth in these terms and conditions,
Customer shall not execute, use, copy or modify the Software nor
disclose any part of the Software. Customer shall not decompile or
reverse assemble the Software, or analyze or otherwise examine the
Software, including any hardware or firmware implementation of the
Software for the purpose of reverse engineering.
1.1.3.3 LICENSE TERMINATION
Customer shall use the Software only in the ordinary course of its
business as an operator. This Software License shall commence on
the date that the Software is delivered to Customer and, except as
set forth herein, shall terminate when Customer ceases operating
the Software in Customer's system. Supplier may terminate any
Licenses granted and any Software orders placed hereunder if
Customer neglects or fails to perform or observe any of its
obligations to Supplier hereunder, and such condition is not
remedied within thirty (30) days after written notice has been
given to Customer. Termination, whether by Supplier or Customer,
shall apply to all versions of the Software licensed for execution
hereunder. Before any termination by Customer becomes effective,
and in the event of any termination by Supplier, Customer shall:
1. return to Supplier any License furnished by Supplier
2. destroy all copies of all versions of the Software in Customer's
possession, and
3. remove all portions of all versions of the Software OR any
adaptations made by Customer and destroy such portions and
4. certify in writing that all copies, including all those included
in Customer's adaptations, have been destroyed.
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1.1.4 FEE SUMMARY
AVERAGE SALES PER TERMINAL PER LOTTERY WEEK % OF GROSS RECEIPTS
------------------------------------------- -------------------
pound sterling 449 or less 5.25%
pound sterling 450 up to pound sterling 599 5.00%
pound sterling 600 up to pound sterling 749 4.75%
pound sterling 750 up to pound sterling 999 4.50%
pound sterling 1000 up to pound sterling 1499 4.25%
pound sterling 1500 up to pound sterling 1999 4.00%
pound sterling 2000 or more 3.75%
The average sales per terminal per lottery week will be calculated
by taking the summation of each day's gross sales and dividing it
by each day's terminal count and dividing the total at the end of
the lottery week by number of days that sales took place during
the lottery week. Mathematically, this is expressed as follows:
n
Average sales per terminal per week = sum [(SDn divided by TDn)]
divided by n
1
Where n = the number of sales days per week
SDn = the gross sales for day n
TDn = the number of on-line terminals selling one or more
tickets for day n.
The above percentage does not include supply by Supplier of
playslips and ticket stock. ILTS will receive an additional 0.75%
if Supplier provides these items.
1.2 HARDWARE DELIVERABLES
Item Product
No. Number Product Description Qty
--- ------ -------------------- ---
TERMINAL PRODUCTS:
1 DATAMARK 9 Total of 1000 of a combination
2 of these terminal products.
3 DATAMARK Flipper
Supplier agrees to deliver up to 5000 DATAMARK terminals maximum
under the same terms and conditions as the initial 1000 terminals.
Add-on orders to the original 1000 DATAMARK terminals will be
mutually agreed to through the use of the Change Proposal Document
(CPD) Schedule 6 of this Agreement.
CENTRAL SYSTEM PRODUCTS:
As defined in Schedule 4
Supplier agrees to provide initial installation and recurring
central system maintenance that will meet minimum Digital
Equipment Corporation requires for the equipment.
COMMUNICATIONS PRODUCTS
Modems 1000
INITIAL INSTALLATION AND MAINTENANCE
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Provided by Supplier refer to Schedule 5, Section 5.7
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Schedule 1 Pascal & Company Services and Supply Agreement
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Terms & Conditions, Prices & Payment
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1.3 SERVICES DELIVERABLES
A description of each of these services is provided in Schedule 5.
1.3.1 PUBLICATION SERVICES
DATAMARK TERMINAL OPERATIONS MANUAL
Price: 1 copy per 10 terminals installed are provided at no charge.
Additional copies are available at $25.00 per copy.
Quantity _____at $25.00 ___________
DATAMARK QUICK REFERENCE CARD
Price: 2 copies per terminal installed are provided at no charge.
Additional copies are available at $10.00 per copy.
Quantity _____ at $10.00 ___________
CENTRAL SYSTEMS OPERATIONS MANUAL
Price: 10 copies are provided at no charge. Additional copies are
available at $35.00 per copy.
Quantity _____ at $35.00 ___________
1.3.1.1 TICKET DESIGN SERVICES
The price for this service is: no charge for the term of this
Agreement for the initial layout for each ticket/coupon/betslip
and $600 for each major or minor modification/change after the
fourth change. This service is purchased by separate Purchase
Order as this service is required. The invoice date for these
services is defined as the date Supplier receives the Customer
Purchase Order.
1.3.1.2 INDIVIDUAL SERVICES PRICES FOR 1995
Services can be purchased from the Supplier on a time and material
basis for activities beyond the scope of this Agreement. The
invoice date for these services is defined as the date Supplier
receives the Customer Purchase Order.
Services are based on 8-hour work day, 40-hour work week, 173-hour
work month and 2076 hours in a work year.
Standard
Description Price Per
----------- ---------
Hardware and Software
Engineering, Training
and Documentation Hour $ 140
Day $ 1,120
Week $ 5,040
Month $ 20,160
Year $221,760
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Pascal & Company Services and Supply Agreement Schedule 1
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Terms & Conditions, Prices & Payment
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Account Management Hour $ 170
Day $ 1,360
Week $ 6,120
Month $ 24,480
Year $269,280
Customer Service Hour $ 80
Day $ 640
Week $ 2,880
Month $ 11,520
Year $126,720
NOTE: SERVICES PRICES DO NOT INCLUDE TRAVEL AND PER DIEM COSTS. SUPPLIER
RESERVES THE RIGHT TO MAKE CHANGES IN THESE CHARGES ANNUALLY DURING
JANUARY OF EACH YEAR.
1.4 SOFTWARE DELIVERABLES
The software systems are defined in Schedule 4 of this Agreement
and will be delivered as defined. New game software will be
provided by Supplier according to the procedure as defined in
Schedule 6, Change Control Procedure at no charge to Customer up
to a limit of $50,000 USD. Changes or modification to the software
which have benefit only to Customer and are not related to new
games will be charged to Customer according to the procedure as
detailed in aforementioned Schedule 6.0.
1.5 ESCROW AGREEMENT
As a security for Supplier's performance under this agreement,
Customer and Supplier shall enter into a security agreement on or
before Milestone 8, Schedule 2, whereby Supplier will provide all
documentation for software products delivered as described in
Schedule 4 as is -- to be updated -- in a sealed container, which
shall be held in escrow by:
Data Securities International, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
United States of America
Also, this security agreement shall detail the circumstances when
the container can be released to Customer. When released to
customer pursuant to above said security agreement the software
products may be used only for customer's own lottery operation and
such use may require a payment of a paid-up royalty or periodic
royalties to the owner of the software.
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Schedule 1 Pascal & Company Services and Supply Agreement
Page 1-8 Customer:_________ Supplier:________ March 25, 1997