FINANCING, ROYALTY AND LICENSING AGREEMENT
Dated as of this Ninth day of February, 1998 (the "Effective Date")
BETWEEN: ADVANCED GAMING TECHNOLOGY, INC.
P.O. Box 11610
Suite 0000-000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX Xxxxxx X0X 0X0
hereinafter referred to as "AGT",
AND: BINGO TECHNOLOGIES
CORPORATION
000 Xxxxxxx 00, Xxxxx 00
X.X. Xxx 0000
Xxxxxxxxx, Xxxxxx 00000
hereinafter referred to as "BTC", and together with AGT, the "Parties".
WHEREAS:
A. AGT has a family of fixed base interactive electronic bingo gaming devices
which it produces and markets, and AGT has made representations to and
desires to grant to BTC the right to be the exclusive licensee of AGT's
MAXPlus and TurboMax fixed base interactive electronic bingo system units
(the "Products"), and to act on AGT's behalf as the exclusive sales,
manufacturing, distribution and marketing agent for the Products in the
United States for a period of five years, renewable on reasonable terms.
B. ETC has electronic bingo sales, development, marketing, manufacturing,
assembly and distribution departments, and BTC has held itself out to AGT
as competent, with knowledge and experience in the production, marketing
and distribution of electronic bingo products and desires to act as the
exclusive licensee of the Products and as the sales, manufacturing,
distribution and marketing agent for AGT in the distribution of the
Products in the United States; and
C. AGT has agreed to appoint and grant to BTC the right and license. and BTC
has agreed to accept such appointment and right and license, on the terms
and subjeCt to the conditions set forth below, to act as the exclusive
licensee and agent for AGT in the sales, manufacturing, distribution and
marketing of the Products in the United States; and
D. BTC has, as of December 10, 1997 loaned Four Hundred Thousand Dollars
(USS400,000) to AGT, as documented by that certain Promissory Note dated as
of such date made by AGT for the benefit of 13TC (the "Initial Loan"), and
subsequently loaned AGT thladditional arnount of Five Hundred Thousand
Dollars (US$500,000), pursuant to tha, certain Promissory Note dated
January 2, 199S made by AGT f07 the bcnefit of DTC"(L-ie
"Second Loan") BTC has also loaned Two Hundred Thousand Dollars
(US$200,000) to AGT, pursuant to that certain Promissory Note dated
February 3, 1998 made by AGT for the benefit of BTC (the "Third Loan").
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereinafter set out, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. APPOINTMENT OF BTC.
1.1 Subject to the terms and conditions of this Financing, Royalty and
Licensing Agreement (this "Agreement"), for the initial period beginning on
the Effective Date and ending on the fifth anniversary thereof (the
"Term"), with reasonable renewal terms, AGT hereby appoints BTC as AGT's
exclusive licensee and as its sales, manufacturing, distribution and
marketing agent for the Products throughout the United States, and BTC
agrees to act in that capacity. The definition of "Products" shall
specifically exclude any rights relating to AGT's portable, hand-held
electronic bingo unit, MAX Lite ("Max Lite Units"), and BTC shall have no
rights whatsoever respecting any Products in any area outside the United
States.
1.2 (a) BTC shall pay to AGT a monthly royalty (the "Monthly Royalty")
equal to fifteen percent (15 %) of the gross revenues received by
13TC's distribution, marketing and sales in the United States of the
Products for each month occurring during the term of this Agreement.
(b) Each Monthly Royalty shall be paid by BTC on the fifteenth day of
the month immediately following the month with respect to which such
royalty is due, E.g., royalties accrued during January shall be due on
the fifteenth day of February.
(c) Notwithstanding the provisions of paragraphs 1,2(a) and 1.2(b),
until the Initial Loan plus all accrued and unpaid interest is paid in
full, BTC shall retain said Monthly Royalty and apply it directly to
pay down said Initial Loan. No Monthly Royalty payments shall be due
to AGT until the Initial Loan is paid down in full.
(d) BTC guarantees to AGT a Minimum Guaranteed Annual Royalty Fee.
This guarantee is related to the Monthly Royalty but is not due in
addition to the Monthly Royalty Fee, An accord under the Minimum
Guaranteed Xxx,~al Royalty Fee shall occur on June 30 and December 31
of every year under the terms of this Agreement,
(e) The parties agree that the Minimum Guaranteed Annual Royalty Fee
for 1998 shall be USS350,000. For 1998 the Minimum Guaranteed Annual
Royalty Fee accorded on June 30, 1998 shall be prorated based upon the
effective da'a of the Agreement. E.g., if the effective date is
January 1, 1998, then the Minimurn Guaranteed Annual Royalty Fee due
will be USS175,000. If the accrued Monthly Royalty as of the
date of accord falls below the Minimum Guaranteed Annual Royalty Fee
for that six month period, then BTC will pay to AGTI the guaranteed
difference. E.g., if the accrued Monthly Royalty for the first
prorated half of 1998 does not equal US$175,000 (US$175,000 only being
due if the effective date is January 1, 1998), then AGT is due the
difference at that time. If BTC has met its Minimum Guaranteed Annual
Royalty Fee then no additional payments are due at that time.
(f) A complete accord and satisfaction however, will not occur until
December 31 of each year of the term. On the 3 1 " of December, an
accord will be made for the second half under the Minimum Guaranteed
Annual Royalty Fee consistent with that above. Again, if BTC has met
their Minimum Guaranteed Annual Royalty Fee for that half, which is
obviously prorated, then no additional payment is due. In the event
that BTC has exceeded the Minimum Guaranteed Annual Royalty Fee, no
accord payment need be made and, BTC is entitled to set off the
Monthly koyalty payment for the following year in order to make up for
any overpayment made during the mid-year accord, In the final year of
this Agreement, BTC is entitled to make withholdings based on an
estimate of an overaccord during the final mid-year accord, Over/under
accord and satisfactions shall not carry over from year to year. In
the event that the December 3 1 " accord reveals a shortfall under the
Minimum Guaranteed Annual Royalty Fee, obviously payment shall be due
subject to the terms above, "Over" accord and satisfactions shall not
penalize BTC by decreasing the calculation of the accrued Monthly
Royalty payments due on the following June 30". The Minimum Guaranteed
Annual Royalty Pee, that is the provisions of 1.2(d) and 1.2(e) shall
not come into effect unless BTC is unable to meet the Minimum
Guaranteed Annual Royalty Fee.
(g) Although the parties have agreed to a Minimum Guaranteed Annual
Royalty Fee for 1998 subject to proration the effective date of this
Agreement, the Minimum Guaranteed Annual Royalty Pee for subsequent
years shall be agreed upon by October 1 of the year for that term, The
failure to reach Agreement shall not terminate this Agreement. In no
event shall the minimum guaranteed amount set for any year of the Term
be less than that agreed upon for the preceding year.
(h) If, within 90 days of signing of this Agreement, any of the AGT
customers listed in Schedule I (the "Customers") stop making payments
on Products to ETC through no fault of BTC, then the Minimum Annual
Royalty will be reduced by the amount detailed for such customer(s) in
Schedule 1. Any such
reduction in the Minimum Annual Royalty will be prorated to reflect
when a lost Customer stops generating Royalties during the course of a
year. For example, if t*ie Nfinimurn An-riual Royalty reduction amount
for a Customer equals US S15..000, and that customer is lost a*
mid-year, then the Minimum Annual Royalty rcduction in the year of
loss Would be US S7,500 (one-half of US S15,000) and USS 15,000- in
each vear th~!reafter.
(i) In addition to the Royalty, any other amounts to be paid by BTC
hereunder or under any other agreement between AGT and BTC, BTC shall
pay to AGT on the Effective Date US$1,500,000; provided, however, that
US $700,000 of such amount shall be set off against the amounts owing
under the Second and Third Loans, plus all accrued interest on such
loans, on the Effective Date. AGT shall advise BTC of any negotiations
for and the terms of any prospective exclusive agreement to license,
manufacture, distribute, market and sell Max Lite Units within the
United States only; immediately upon initiation of said negotiations
and prior to the execution of any such exclusive agreement.
(j) AGT will provide to 13TC the source code(s) for the product
licensed under this Agreement; and grants the right and license to
enhance said codes as BTC sees fit provided prior written approval
obtained from AGT, such approval not to be unreasonably withheld.
1.3 BTC shall have the option to hire any or all of AGT's United
States employees for any period of time except those listed below, and, on
such terms and conditions of employment as may be agreed upon between such
employee and BTC. BTC shall, in addition, have the right to contract
through AGT for the services of Xxxxxxx Xxxx, the terms and conditions of
such contracts to be mutually and reasonably agreed by AGT and BTC. To the
extent 13TC requires the services of any AGT employee who is bound to AGT
under a contract of employment, AGT agrees to take all reasonable steps
necessary to release such employee from such contract, and to facilitate
ETC's hiring such employee on any basis mutually agreed by such employee
and BTC, Notwithstanding the foregoing, the Parties agree that Xxx Xxxxxx,
Xxxxxxx Xxxx, Xxxxxxx Xxxxx and Xxxxx Xxxxxxxx shall continue employment
with AGT. AGT shall make Xxxxxx ("Rob") Xxxxxx, Jr. and Xxxxxxx Xxxx
available to provide services to BTC upon reasonable request of BTC and on
an "as needed" basis, in which event BTC shall pay all costs and expenses
arising in connection with such services provided to BTC by either such
person. In the event the services of either such person are used by BTC,
AGT and BTC shall each pay ratable portions of such person's salary (based
on the proportion of such person's total time spent providing services for
AGT and BTC, respectively.)
1.4 The Parties agree that BTC will continue to show the respective AGT
logos on products and promotional literature
2.0 WARRANTIES AND COVENANTS OF BTC
2. 1 BTC will provide complete support for the Products includinE Providing
advice, assistance, and repair and maintenance services to customer
accounts in connection with their use of Products, and shall assist
customer accounts in diagnosing, and remedying
problems in the use and operation of the Products, BTC shall provide
sufficient scrvi Cc tech-nicians to perfonn such support of the Products in
accordance with the foregoing. AGT shall not be responsible for providing
any customer support.
2.2 ETC agrees that, with respect to all matters relating to this
Agreement, BTC shall be deemed to be an independent contractor and shall
bear all of its own expenses in connection with this Agreement. ETC shall
have no authority, whether express or implied, to assume or create any
obligation on behalf of AGT, nor shall ETC issue or cause to be issued any
quotations or draft any letters or documents over the name of AGT. Neither
shall AGT have the authority to assume or create any obligation on behalf
of ETC. Nor shall BTC accept any existing obligations, liabilities or
contracts of AGT.
2.3 BTC represents and warrants to AGT that:
(i) it is a corporation duly organized, validly existing and in good
standing under the laws of Nevada;
(ii) BTC has the corporate power to enter into and carry out is
obligations under this Agreement;
(iii) this Agreement has been duly authorized by BTC and, when
executed, this Agreement will be a valid and binding obligation of
BTC; and
(iv) Neither the execution and the delivery of this Agreement nor the
consummation of the transactions contemplated hereunder will violate
or constitute a default under any agreement or instrument to which ETC
is a party.
2.4 BTC agrees to defend, indemnify and save harmless AGT, its agents,
officers, directors, employees, shareholders, successors and assignees, and
each of them, from and against any and all claims, actions and suits,
whether groundless or otherwise, brought by or on behalf of any users of
the Products based on alleged damages relating to the Products or this
Agreement incurred during the Term and resulting from 13TC's actions, and
from and against any and all liabilities, judgments, losses, dama 'ges,
costs, charges, attorneys' fees, and other expenses of every nature and
character by reason of any such claims, actions and suites. BTC will not
bear any liability in any form for claims, actions or suits arising as a
result of the bad faith or gross negligence of AGT, its aeents, officers,
directors, employees, shareholders, successors and assigns,
3.0 WARRAINNTIES AND COVENANTS OF AGT
3.1 AGT represents and warrants to BTC as follo%vs:
(i) AGT is a corporation duly organized, validly existing and in good
standing under the laws of Wyoming. AGT has the corporate power to enter
into and y carry out its obligations under this Agreemen'
(ii) This Agreement has been duly authorized by AGT and, when executed,
this Agreement will be a valid and binding obligation of AGT; and
(iii) Neither the execution and the delivery of this Agreement nor the
consummation of the transactions contemplated hereunder will violate or
constitute a default under any agreement or instrument to which AGT is a
p2rty or by which its right, title and interest in the Products may be
affected.
3.2 AGT warrants that the distribution and sale of Products, as provided
for in this Agreement, shall not violate or infringe any trademarks,
patents, trade secrets, copyrights, and/or licensing, marketing and
distribution agreements held by third parties and AGT agrees to defend,
indemnify and save harmless BTC, its agents, subdistributors, officers,
directors, employees, shareholders, successors and assigns, and each of
them, from and against any and all liabilities, judgments, losses, damages,
costs, charges, attorneys' fees, and other expenses of every nature and
character by reason of any such claims, actions and suits.
3.3 On the Effective Date, (i) AGT hereby assigns, transfers, conveys and
sets over to BTC, and BTC hereby accepts, all of AGT's right, title and
interest in and to any Products now owned by AGT and identified on Schedule
2 hereto (collectively, the "Inventory"), wherever such Inventory may be
located, "as is", "where-is", without representation or warranty of any
kind (INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE OF MERCHANTABILITY), and (ii) BTC hereby
assumes all risk of loss respecting all Inventory, wherever located. As
consideration for the inventory, BTC agrees to pay the Inventory Purchase
Price to AGT as defined in Section 6 below.
3.4 In the event that AGT knowingly violates the grant of exclusivity to
BTC by entering into any other sales or licensing agreement or in any way
causes Products which are the subject of this agreement to be sold or
leased in the United States Qthcr tha-n through BTC, then the Initial
Royalty
Fee of $1,500,000 shall be immediately due and payable to BTC. This clause
shall not limit any other damages which may bc claimed by BTC.
4.0 DISTRIBUTION CENTERS
4.1 AGT hereby assigns and delegates, and BTC hereby acccpts, certain of
AGT's rights and obligations with respect to AGT's 20,000 square foot
warehouse and distribution center in Denver, Colorado and its facility in
Cleveland, Ohio; provided, in each case that such assigned and delegated
rights and oblivaions are limited to the followin-: assionment of leases,
rcnts, takina over the util;,ies accounts and operating costs, employee
salary base and other employee expenses. (Sce Exhibit 2 attached.)
4.2 The Parties atorce that BTC may close AGT's faci!~?,'e~ located in
Cleveland, Olhio;and o- Colorado at BTC's sole discretion and cost. BTC
will not assume liabiliLy for any outstanding debts for any of these
locations incurred prior to the Effective Date.
5.0 TRAINING
5.1 BTC and AGT hereby agree that training of any employees of BTC by AGT
will be at BTC's discretion. AGT will not be responsbile for any costs
incurred by BTC in connection with the training of BTC employees. BTC will
not be responsible for any amounts paid by AGT in connection with the
training of BTC employees.
6.0 CERTAIN PAYMENTS
6.1 The Parties hereto agree that BTC shall pay to AGT for all AGT
in'~entory not currently placed in existing Customer locations. BTC will
pay according to the prices stipulated in Schedule 2 of the Inventory"tD
AGT within 30 days of installation in BTC customers. Said inventory to be
warranted in good working order subject to quality assurance by BTC.
7.0 CONFIDENTIALITY; INTELLECTUAL PROPERTY
7.1 Confidential Information (as defined below) disclosed by a party to the
other party shall not be used, disclosed or copied by such other party
except as reasonably necessary in connection with the performances of any
obligations or the exercise of any rights hereunder, any such disclosure to
be made on terms and conditions reasonably necessary to ensure the
continued confidentiality of the disclosed Confidential Information. Each
party shall take reasonable care to prevent the unauthorized use,
dissemination or publication of the Confidential Information belonging to
the other party; provided, without limitation to the foregoing, no
Confidential Information shall be disclosed to any third party which has
not executed and delivered a confidentiality agreement pursuant to which
such third party agrees to maintain the confidentiality of Confidential
Information disclosed to such third party on substantially the same terms
and conditions as this Section 7. 1, such confidentiality agreement to be
for the benefit of, and a copy of such
confidentiality agreement shall be immediately provided to, the party whose
Confidential Information is to be disclosed to such third party.
Confidential Information does not include information which; (i) is known
by the receiving party prior to disclosure hereunder (other than by reason
of disclosure by a third party that, in so disclosing such information,
breached an obligation of confidentialitv owinc, to the disclosing party),
as evidenced by the books and records oil the receiving party'existing at
the time of disclosure by the disclosing parvy~ (ii) is or becomes in the
public domain other than thiough a breach of this Aureement; or an% other
agreement or obligation between the parties hereto; (iii) is disclosed to
the receiving party by a third party (other than by reason of disclosure by
a third party that, in so disclosing such information, breached an
obligation of confidentiality owing to the disclosing, party) or (iv) is
independently developed by the receiving party, as evidenced 'ov the books
and records of the receiving party. Neither party shall be liable for
disclosure of any Confidential Information when such disclosure is required
by law provided that the disclosing party shall provide prompt notice to
the disclosing party, where possible prior to the disclosure and shall
cooperate with the disclosing party in an effort to minimize the scope of
the information to be disclosed. For the purposes hereof, "Confidential
Information" shall mean any information, in whatever form provided,
disclosed by a party to the other party that relates to such party's
finances, strategic planning forecasts, investments, data, or other
technology, as well as any other materials and information which, from the
circumstances in which they are made available to the other party ought, in
good faith, to be treated as confidential or proprietary (including,
without limitation, by designation by the disclosing party to the receiving
party that such disclosed information is confidential information).
Anything to the contrary appearing in this Agreement notwithstanding, (i)
this Agreement shall not be construed to amend or otherwise modify any
confidentiality agreement or confidentiality obligation existing between
the parties hereto on the Effective Date, and (ii) without limitation to
any other restriction on the use of Confidential Information, in no event
and at no time shall either party hereto use any Confidential Information
of the other party in a manner adverse to the interests of such other
party.
7.2 BTC acknowledges that AGT remains the sole owner of all licensed source
codes for the Products whether or not enhanced by BTC, its employees,
contractees. or agents, to AGT's patents, copyrights and trademarks;
provided, however, that, in the event, it experiences any material change
in ownership such that any or all or its assets and/or liabilities are
acquired at any time in the future.. it covenants to specifically exclude
any and all enhancements made to its source codes(s) from the assets and
liabilities transferred to such new owner(s). Without limitation to the
foregoing, BTC hereby acknowledges that BTC shall not acquire any ownership
or other interest in the Trademarks, the Copyrights or any patents owned by
AGT (the "Patents") by reason of the rights granted by AGT hereunder or any
action taken by or behalf of BTC in connection with BTC's perfor-xxxxx
hereunder.
7.3 BTC acknowledges that AGT claims a copyright in any and all written
material and/or packaging
to which AGT has filed a claim for copyright protection. Additionally, BTC
recognizes AGT's exclusive right to seek copyright protection for and/or
the restoration of copyright of any translation of any and all product
literature, promotional or descriptive material furnished by AGT to BTC for
which copyright protection is available under applicable law and of which
AGT is the author or the author's riahts in which have been assigned to
AGT.
7.4 AGT hereby authorizes BTC to use the Trademarks- in connection with the
marketiric oil the Products under this AgreerrienL. BTC aarees that, when
referrina to the Trademarks, Patents and Copyrights, 1, will comply wi:h
any and all applicable federal, state and local law and regulations
pertaining thereto. BTC further agrees Chat it will use its best efforts to
comply -,&iLh all applicable marketing requirements Tradcmarks, Copyrights
or Pa-ent3 OF WhiC~- ii r~-ceives writtcn notice pl-rtainir.:~ to th from
AG-7. BTC shall provide reasonable norice to AGT i~, tn,~ even' ii cannot
market the Products in compliance with the marketing requirements. BTC
further agrees that it shall not, by use of any apparent authority of BTC
hereunder which may reasonably be expected to create any defense of
estoppel, "unclean hands" or other defense, impair or take, or cause to be
taken, any action which may reasonably be expected to lend or impair, any
right, title or interest of AGT in or to any Copyri~ht, Patent or
Trademark.
7.5 BTC shall promptly notify AGT, in writing, of any and all
infringements, imitabons, illegal use or misuse of the Trademarks, Patents
and/or Copyrights which shall come to BTC's attention except for any use
and development licensed by BTC. BTC further agrees that it shall not, at
any time. take any action in and before any courts, administrative
agencies, or other such tribunals or otherwise attempt to prevent the
infringement, imitation, illegal use or misuse of the Trademarks, Patents
and/or Copyrights. BTC understands that such action falls wholly within the
authority of AGT as the sole owner of the Trademarks, Patents and
Copyrights.
8.0 TERM AND TERMINATION
8.1 This Agreement is effective and binding as of the Effective Date, and
its term shall extend for five years, unless terminated earlier pursuant to
Section 8.2. If either party wishes to continue this Agreement after the
end of the Term, it shall notif~,, the other Party in writing of this
desire not later than ninety (90) days prior to the end of the Term. Second
and subsequent terms will not be unreasonably withheld by AGT.
8.2 This Agreement shall be terminable or shall terminate, as the case may
be, prior to the expiration of the Term hereof it and when any of the
following events occur,
(i) Either party materially breaches this Agreement and the non-breaching
party provides written notice of termination to the breaching party;
provided, however, that this Agreement will not terminate if the breach is
cured within the minimum period of time necessary to cure the breach
(assuming the breaching party uses its best efforts), but in no cvcnt in
more than thirty (30) days after the delivery of written notice by the
nonbreaching party.
(ii) AGT may terminate this Aareement if (1) with respoct to the Products,
BTC challenges the validity of the Trademarks, Copyrights or intellectual
propety rights or otherwise takes any action, the purpose or effect of
which is in any way to impair AGT's rights, title and in:er-~~ in any of
the trademarks, the Copyrights or the intellectual p.-opcrzy riuhts~ (ii)
with C C respect to the Products, BTC fails to comply with applicable
marketing requirements pertaining to Trademarks, Copyrigh* o.- in-cliccrual
propertV of which it receives written notice from AGT.
8.3 All ri2hts and licenses grantcd pursuant to this arz and shall
0'*~C7WISC bc deemed to be, fc, the purpose of Section 3651~n) c-7 -';-e
Uni!ed States Bankruptcy Code (the "Code"), license or rights to
"intellectual property" as define under Section 101(52) of the Code. AGT
agrees that if AGT, as a debtor in possession, or a trustee in bankruptcy
rejects this Agreement, BTC may elect to retain its rights under the
Agreement as provided under Section 365(n) of the Code. Upon written
request of BTC, AGT or a trustee in bankruptcy shall allow BTC to exercise
its rights hereunder and shall not interfere with such rights, provided
that BTC continues to make all payments as and when due hereunder.
9.0 OTHER PRODUCTS.
9.1 AGT acknowleges that BTC may in the future develop or acquire from
third parties additional products or technologies that may be similar to
the Products and the technology
contained therein, Nothing in this Agreement shall be construed as a
repesentation or promise that BTC will not market or develop, or has
developed products or technologies that compete or are similar to the
Products. BTC shall not be restricted in any way from, without use of AGT's
intellectual property, independently developing or marketing any products
or intellectual property rights similar to the Products, and no rights to
any such independently developed products or intellectual property rights
are transferred pursuant hereto.
10.0 TIME; DEFAULT INTEREST.
10.1 Time is of the essence. Any amount payable hereunder which is not paid
when due, shall bear interest (payable on demand), from the time such
amount shall be due and payable until it is paid in full, at the rate equal
to the lesser of (i) the maximum amount permitted by applicable law
(including usury law) and (ii)one per cent (1%) per calendar month.
11.0 ENTIRE AGREEMENT
11.1 This Agreement contains the entire understanding between the parties
vvith respect to the subject matter hereof and supersedes all prior and
contemporaneous written or oral negotiations and agreements between them
regarding the subject matter hereof. This Agreement may only be amended in
writing signed by each of the parties.
12.0 NOTICE
12.1 All notices given pursuant to this Agreement must be in writing at the
address set forth below and shall be deemed to have been duly given hen
personally delivered, or whan mailed by certified mail, return receipt
requested, postage prepaid, to the addr.-sses of the parties hereto as
follows. Any party hcretc may. by 1110*1~-e so ziven, change its address
for any future notices:
lf to AGT:
X.X. Xxx 00000
Xxxxx 0000 - 000 Xxxx Xxxxxxx Xx
Xxxxxxxxx, XX, Xxxxxx V613 4N9
Attention: Chairman, CEO
with a copy to: President, COO
If to BTC:
X.X. Xxx 0000
000 Xxxxxxx 00, Xxxxx 00
Xxxxxxxxx, Xxxxxx 00000
13.0 SEVERABILITY
13.1 If any provision of this Agreement is deten-nined to be invalid or
unenforceable, the provisions shall be deemed to be severable from the
rearninder of this Agreement and shall not cause the invalidity or
unenforeability of the remainder of this Agreement.
14.0 ASSIGNABILITY
14.1 Neither party may transfer or assign this Agreement or any part
thereof to any person other than a wholly-owned subsidiary of the assignor
without the other party's prior written approval. This Agreement shall be
binding upon and shall inure to the benefit of BTC and its permitted
assignees.
15.0 ARBITRATION AND JURISDICTION
15.1 Pursuant to the Federal Arbitration Act, any controversy or claim
arising out of or relating to this Agreement (including, without
limitation, determination of the Inventory Purchase Price) shall be settled
as quickly as practicable by arbitration conducted in the State of Nevada
in accordance with the rules and regulations of the American Arbitration
Association and judgment upon any award rendered in such arbitration may be
entered in any court having jurisdiction thereof. Either party requesting
arbitration under this Agreement shall ma-ke a demand therefor or, the
other party b% registered mail. This Agreement shall be governed by the
laws of the State of Nevada
16.0 COUNTERPARTS
16.1 This Agreement may be exectuted in several counterparts, each of which
will be deemed to be an original and all of which will together constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and day first above written.
ADVANCED GAMING BINGO TECHNOLOGIES
TECHNOLOGY, INC. CORPORATION
By: By:
Date: Date
