1
SOLUTIA GAMING SYSTEMS, INC.
EXCLUSIVE DISTRIBUTION AGREEMENT
This Agreement is entered into on this the 9th day of November, 1999
between Solutia Gaming Systems, Inc. (Solutia), a Oklahoma Corporation with its
principal place of business in Norcross, Georgia and BestCo., Inc.
(Distributor), a South Carolina corporation with its principal place of business
at 000 Xxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000. Solutia and Distributor agree as
follows:
1. Solutia appoints Distributor to be an exclusive distributor for the
sale of Solutia products, which for the purposes of this agreement are
exclusively T340+ boards and the requisite software only, ("products") in
the following distribution location only: Georgia (redemption market) and
West Virginia (both hereinafter referred to as "territory"). Distributor's
exclusive territory for the distribution of products is limited to the
territory. Solutia may continue to sell the necessary products to the
distributors detailed and contained in "Attachment A" until the expiration
of the various agreements with the distributors so named in "Attachment
A." Solutia or Leisure Time Technology, Inc. shall be the only multi-game
capable boards, software, or game units sold by Distributor in the
Territory.
2. Solutia agrees, during the term of this Agreement, to sell Products to
Distributor at a price of $795.00 for the T-340+ boards and $400.00 for
the requisite software. This price reflects a discount of 20% plus $5.00
off of the retail price of the product which is $1,500.00, i.e., the
retail of $1,000.00 for the boards less 20%=$800.00-$5.00=$795.00 and
software retail of $500.00 less 20%=$400.00. This price may be
renegotiated at the conclusion of the Exclusive Distribution Agreement.
3. Distributor agrees all purchases are payable one hundred percent (100%)
FOB, Solutia dock unless other financial arrangements are made between
Solutia and Distributor.
4. Distributor agrees to use its best efforts to promote, sell,
merchandise and demonstrate Products in the Territory. Distributor shall
purchase at least 3,000 T340+ boards and the requisite software from
Solutia by June 30, 2000. Then Distributor shall purchase 5,000 T340+
boards and the requisite software from Solutia by June 30, 2001. Then the
Distributor shall purchase 5,000 T340+ boards and the requisite software
from Solutia by June 30, 2002. Distributor shall be entitled to purchase
the latest approved software available by Solutia for sale on the
respective market.
5. Solutia and Distributor acknowledge that Distributor is an independent
contractor, and the acceptance of this Agreement does not make or appoint
Distributor as an agent or representative of Solutia for any purpose.
Distributor is not authorized to act for, incur debt for, or make any
representations on behalf of Solutia other than as set forth herein, and
Distributor is not to represent itself to the public as an agent or
representative of Solutia. Distributor shall not make any representations
regarding Solutia or Products performance such as will bind Solutia to
any such representation which are not authorized by Solutia in writing or
stated in Solutia's product and promotional materials.
6. Distributor shall be responsible for and shall pay or have paid all
taxes or license(s) or other costs on Products distributed in Georgia
and West Virginia under this Agreement as are imposed by any governmental
agency due to the sale or operation of
Product in Georgia and West Virginia, except any such taxes expressly
assumed in writing by Solutia.
7. Distributor shall hold Solutia harmless and shall indemnify Solutia
against all claims, demands, losses, costs, damages, suits, judgments,
penalties, expenses, and liabilities of any kind whatsoever arising out of
Distributor's ownership, leasehold, or operation of its wholesale
location. Distributor and Solutia shall indemnify and hold harmless each
other for any liability arising out of their own acts, omissions, or
failure to perform any obligation under this Agreement.
8. Neither Solutia nor Distributor shall be held liable under this
Agreement for failure to carry out its provisions to the extent that such
failure is caused by strikes, sabotage, fire, flood, inability to secure
raw materials, act of God, riot, insurrection, war, act of any
governmental authority, priorities granted at the request of or for the
benefit, directly or indirectly, or any government or agency thereof, or
any cause beyond their respective control. This clause shall be effective
only so long as performance is prevented.
9. This Agreement shall continue on a year to year basis, subject to the
provisions of paragraph 4. This Agreement will not be automatically
renewed if Distributor fails to purchase the quantity of units as
described in paragraph 4. The Agreement will be automatically renewed
at the expiration of the term unless Solutia provides ninety (90) day
written notice to cancel this contract without cause.
10. Except as otherwise provided herein, in the event of a breach of this
Agreement or a default hereunder, Solutia or Distributor may cancel this
Agreement for cause upon thirty (30) days written notice in the event such
breach or default is not cured within thirty (30) days of receipt of said
notice or in the event Distributor, after notice from Solutia, continues
to engage in conduct that is detrimental or harmful to the good name,
good will or reputation of Solutia or Leisure Time Technology, Inc. or
Leisure Time Casinos & Resorts, Inc. or affiliates.
11. A waiver of any breach of any provision of this Agreement shall not be
construed as a continuing waiver of other breaches of the same or other
provisions of this Agreement. The acceptance of any order by Solutia
after the termination of this Agreement shall not be construed as a
renewal or extension of this Agreement nor as a waiver of the termination
hereof.
12. This Agreement supersedes all previous or now existing arrangements or
agreements between Distributor and Solutia and contains the entire
understanding between the parties relating to the subject matter hereof.
No modification or amendment of any provision or part of this Agreement
shall be binding unless in writing, expressly denominated as an amendment
hereto, signed by both parties.
13. Should any part or provision of this Agreement be held unenforceable
or in conflict with the law of any jurisdiction, the validity of the
remaining part or provisions shall not be affected by such holding.
14. Any dispute or controversy of or relating to this Agreement; or any
breach of this Agreement, shall be settled by arbitration to be held in
Atlanta, GA, in accordance with the rules then in effect of the American
Arbitration Association or any successor thereto. The decision of the
arbitrator shall be final, conclusive, and binding on the parties to the
arbitration. Judgment may be entered on the arbitrator's decision in any
court having jurisdiction, and the parties irrevocably consent to the
jurisdiction of the Georgia state courts for this purpose. Costs shall be
shared by both parties. If Solutia breaches this Agreement, then
Distributor's damages shall be limited to a total of $305.00 per unit
which represents the difference between the retail price and the
distribution price as stated in paragraph 2 or representative share of the
software and/or T340+ board per item sold by Solutia in breach of this
agreement. i.e., retail price of boards of $1,000 and software of $500.00
= $1,500.00. Distributor price of board of $795.00 and software of $400.00
= $1,195.00 for a total difference of $305.00.
15. Without limitation, the following events shall constitute breaches or
defaults:
a. Insolvency of Distributor
b. Filing by or against Distributor or a petition in Bankruptcy or
other insolvency proceeding.
c. Breach by Distributor of any representation or warranty to Solutia
contained herein or otherwise made to Solutia.
d. Failure of Distributor to keep open its authorized location of
business for more than thirty (30) consecutive business days; and
e. The commission of any act by Distributor's management in violation
of federal, state, or local law or such conduct, which in the sole
discretion of Solutia adversely affects the ability of Solutia
and/or the parent company Leisure Time Casinos & Resorts Inc. or
sister company, Leisure Time Technology Inc., to obtain or maintain
a license to market Products in any licensed jurisdiction.
16. Distributor shall not divulge to any third party, or use for its own
unrelated purposes, any confidential, proprietary or business information
relating to the business affairs of Solutia except to the extent that
confidential information must be divulged or used in performing the
Distributor's obligations under this Agreement. Confidential information
shall include, but not be limited to, "CONFIDENTIAL" relating to
Distributor prices, company policy, promotional programs not yet public,
technical information regarding Products, market strategy, or any
material or other information in writing and designated by Solutia as
"CONFIDENTIAL". Distributor further agrees not to copy or to cause to
allow any third party to copy, use or distribute any proprietary or
confidential information. If distributor becomes aware of any breach of
this provision, it must notify Solutia immediately. Any violation of
this section shall be grounds for the immediate termination of this
Agreement by Solutia without prior notice.
Distributor will take all reasonable measures to protect Solutia and/or
Leisure Time Technology, Inc.'s ("LTT") Proprietary Rights in the
Software and Hardware. Distributor acknowledges that Distributor has no
Proprietary Rights in the Hardware, Software or any other materials
received from Solutia or LTT and does not acquire any rights in these
Proprietary Rights by virtue of this agreement, except those contractual
rights that are expressly granted herein. No rights to manufacture
Solutia or LTT's Products are granted by this agreement. Distributor
acknowledges that the Software and the structure, sequence and
organization of the Software is proprietary to Solutia or LTT, and that
Solutia or LTT retains exclusive ownership of the Software. Distributor
shall not allow or cause to translate, disassemble, reverse engineer,
or decompile Software in whole or in part. Distributor further agrees
not to make copies or media translations of any of the documentation
associated with the Software or Hardware except copies of manuals to be
provided to End Users which manuals shall not be distributed to anyone
or any entity by Distributor (other than to End Users as set forth
herein) and which shall be returned to Solutia or LTT immediately upon
Solutia or LTT's request. Distributor shall promptly notify LTT
in writing if Distributor becomes aware of any misuse of or infringement
upon Solutia or LTT's to its Proprietary Rights including translation,
disassembling, reverse engineering, or decompiling Software in whole or
in part by an person.
Distributor recognizes that Solutia or LTT is the sole owner of the
trademarks and tradenames as well the goodwill of the businesses
associated with the trademarks and tradenames. Solutia or LTT grants
Distributor a limited right to use the Solutia or LTT trademarks in its
distribution, advertising and promotion for the Hardware and Software
within the Territory in accordance with this agreement. Distributor may
use the Solutia or LTT trademarks only in connection with the sale of
the Products provided by Solutia and authorized by Solutia to be sold
or licensed by Distributor within the Territory. Distributor agrees that
the nature and quality of the products or services it supplies in
connection with the Solutia or LTT trademarks shall conform to Solutia
or LTT's standards. Distributor agrees to cooperate with Solutia or LTT
in facilitating LTT's monitoring and control of the nature and quality
of such products and services. Distributor will use LTT trademarks in
accordance with applicable trademark law and only in a format and style
approved by Solutia or LTT. Distributor agrees to comply with Solutia
or LTT's policies regarding advertising and trademark usages established
from time to time and to provide samples of such usage to Solutia or
LTT upon request. Distributor will use such trademark notices as may be
reasonably requested by Solutia or LTT to protect Solutia or LTT's
trademark rights. Distributor further agrees not to affix any Solutia or
LTT. trademarks to products other than the genuine Solutia or LTT
Products.
17. Distributor shall not make or give any warranties on Products that
bind Solutia except for such written warranties as are extended by
Solutia.
18. It is Solutia's firm policy and practice to comply with all applicable
gaming laws and regulations. Distributor shall conduct its business as a
Solutia Distributor in the same manner. Non-compliance with any
applicable gaming law shall cause this agreement to be terminated
immediately without notice.
19. Distributor agrees to maintain customer files reflecting adequate
information pertinent to each sale to enable tracking of Product sold.
The information shall be provided to Solutia upon request.
20. This Agreement is not assignable or otherwise transferable by
distributor without the prior written consent of Solutia. For purposes
of this Agreement, the term "assignment" or "transfer" shall include any
change in the ownership, or control of distributor which in Solutia in
its sole discretion deems substantial.
IN WITNESS WHEROF, Solutia and Distributor have caused this Agreement to
be executed by their officers who have authority to bind their respective
companies. The original of this Agreement is to be signed by Distributor and
sent to Solutia for execution at Norcross, Georgia.
AGREED AND ACCEPTED:
Distributor:
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BestCo. Inc.
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By its President, Xxxxx X. Xxxxxx
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Location
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Date
AGREED AND ACCEPTED:
Solutia Gaming Systems, Inc.
Norcross, Georgia
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By its President, Xxxxxx Xxxxxxx
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Date
