EXHIBIT 10.19
EXCLUSIVE DISTRIBUTORSHIP AGREEMENT
This Distributorship Agreement (the "Agreement") is
entered into this 28 day of May, 1998, and is effective May 28,
1998 (the "Effective Date"), between CASINOVATIONS INCORPORATED,
a Washington Corporation, Unites States of America, having its
registered address at 0000 X. Xxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx
00000, XXX ("Manufacturer") and Gaming 2000 LLC, Inc., a Nevada
corporation, having its registered address at 0000 Xxxxxxxx
Xxxxxx, Xxx Xxxxx, Xxxxxx 00000 ("Distributor").
THE PARTIES RECITE:
A. Manufacturer develops, manufactures, and sells
various types of casino equipment for lawful markets worldwide;
B. Distributor desires to obtain the exclusive
distributorship for the Manufacturer's products for sale in a
limited territory; and
C. The parties desire to enter into this agreement to
establish the terms and conditions of their distributor
relationship.
NOW THEREFORE, it is agreed between the parties as
follows:
ARTICLE 1
DISTRIBUTOR APPOINTMENT, PRODUCTS AND TERRITORY
1.01. APPOINTMENT AND PRODUCTS. Manufacturer
hereby appoints the Distributor, upon the terms and conditions of
this Agreement, exclusive rights to market and sell its Products
in the Territory defined herein. For purposes herein, the term
"Products" shall be defined as those products listed on Schedule
1, attached hereto and incorporated herein by reference.
1.02 TERRITORY. The exclusive distributorship provided
by this Agreement shall be limited to the Territory described in
Schedule 2, attached hereto and incorporated herein by reference.
1.03 EXCLUSIVE. The Manufacturer agrees not to sell
its Products in the Territory except as authorized herein. The
Distributor further agrees not to solicit, accept orders for or
sell or deliver outside the Territory the Products.
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ARTICLE 2
DEVELOPMENT OF TERRITORY, SALES AND SERVICE
2.01 BEST EFFORTS. Distributor hereby accepts such
appointment and agrees at its own expense to devote its best
efforts to promote the distribution and sale of the Products in
the Territory to its maximum potential.
2.02 ADVERTISING. From time to time special promotion
measures may be taken by either party such as magazine
advertisements, exhibitions, or other marketing tools. For the
protection of the Manufacturers good will, the Distributor shall
not use any advertising or promotional materials unless such
materials are supplied by the Manufacturer or are approved in
writing by the Manufacturer. Expenses of joint sales promotions
shall be borne on a percentage basis by both the Manufacturer and
Distributor, to a maximum amount of US $5,000.00 each per annum,
and will require prior written approval by both parties. The
percentage each party will contribute is based on the percent
each party receives from the revenues collected on the sale or
lease of the Products.
2.03 TRAINING. Manufacturer agrees to provide
technical training to Distributor's staff and/or customers at
Distributor's facility in Nevada without compensation.
Distributor or Distributor's customers shall bear round trip
airfare costs to said facility. Manufacturer will provide
reasonable accommodation and meals for Distributor's
technician(s) to be dispatched in this regard.
ARTICLE 3
WARRANTY
3.01 WARRANTY. The Manufacturer warrants that each of
the Products are free from defects in workmanship. This warranty
is voided upon any misuse of the Product, unauthorized repairs or
alterations of the Product, or abuse or negligent acts of the
licensee or user. This warranty is limited to the repair or
replacement of the Product and not for any consequential damages
or loss of use. This warranty is limited to twelve months after
delivery to the customer, when purchased. This warranty has no
limit when Product is leased by the customer.
3.02 LIMITATIONS. THIS WARRANTY IS EXPRESSLY IN LIEU
OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED AND OTHER
OBLIGATIONS OR LIABILITIES ON THE PART OF THE MANUFACTURER AND IN
NO EVENT SHALL THE MANUFACTURER BE LIABLE TO THE DISTRIBUTOR FOR
SPECIAL OR CONSEQUENTIAL DAMAGES BEYOND THOSE DAMAGES EXPRESSLY
PROVIDED HEREIN.
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3.03 EXERCISE OF WARRANTY. The Distributor shall
notify the Manufacturer in writing and within fifteen (15) days
from the discovery of any defect in the Products subject to the
warranty. Upon notice, the Manufacturer shall notify the
Distributor within two business (2) days of whether the
Manufacturer deems the defect to be covered by this Warranty, and
repair or replace within five (5) business days after receipt of
defective Product if covered by this Warranty.
3.04 SPARE PARTS. Together with the first shipment of
the Products after the execution of this Agreement, Manufacturer
will provide Distributor with an appropriate number of spare
parts at no cost, so that Distributor may supply the same to its
customers in the Territories. For additional terms and
conditions of the supply spare parts such as quantity, prices,
payment term shall be negotiated within a reasonable period of
time after the effective date of this Agreement. Manufacturer
agrees that the price of spare parts shall allow for reasonable
xxxx-up by Distributor consistent with other discounts on
Manufacturer's Products. For products leased by the customer,
Manufacturer will provide spare parts at no cost to Distributor
or customer.
3.05 INVENTORY. Distributor may keep all faulty
parts replaced and maintain updated proper stock records and
provide them to Manufacturer, if it so desires, so as to keep
adequate stock level of spare parts.
ARTICLE 4
PAYMENT, PRICE AND DELIVERY
4.01 PRICE.
(a) The minimum monthly lease rate
to the end user of the product shall be $550
USD per set, as described in Schedule 1, plus
a one time equipment fee of $500 USD. The
equipment fee may be waived only with prior
written consent of the Manufacturer. The
distribution of the lease payment shall be
set forth in Schedule 3.
(b) The equipment charge is due to Manufacturer
at the time the product is placed.
(c) Lease payments from the customer paid to
the Distributor will be due to Manufacturer
on the 20th day of the month following receipt
of payment from end user. The lease payment
is net before any applicable sales, use, Gaming
Income taxes. The Distributor has the
responsibility to report and collect all
related taxes.
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4.02 DELIVERY. All Products shall be delivered FOB Las
Vegas, Nevada, as the term is defined in the Uniform Commercial
Code, NRS Section 1.04, et. seq. Passage of title to the goods and
risk of loss shall pass to the Distributor upon receipt from the
carrier by the Manufacturer from its Distribution Center in Las
Vegas, Nevada.
4.03 CREDIT. the Manufacturer reserves the right to
delay any delivery or shipment if it determines that the
Distributor's credit or ability to pay for the Product is
materially impaired.
ARTICLE 5
ORDER AND SHIPMENT
5.01 ORDERS. All purchase orders for the Products
placed by Distributor with Manufacturer shall be subject to the
provisions of this Agreement. Any provision of any "special"
order that is inconsistent with this Agreement or that may seek
to impose any additional obligations upon Manufacturer shall be
null and void unless approved in writing by both parties.
Manufacturer will endeavor, so far as it may be practicable for
it to do so, to fill such orders, but shall be under no liability
to Distributor for any omission to do so, irrespective of the
reason, nor shall any partial shipment or shipments against any
order impose any liability upon Manufacturer with respect to the
undelivered balance of any order.
5.02 APPLICABLE LAW. All sales made under this
Agreement shall be in accordance with and interpreted U.S. law.
5.03 FORCE XXXXXX CLAUSE. Manufacturer shall not be
responsible or liable for any loss, damage detention, or delay
caused by fire, strike, civil or military authority, governmental
restrictions or controls, insurrection or riot railroad, marine
or air embargoes, lockout, tempest, accident, breakdown of
machinery, yield problems, delay in delivery of materials by
other parties, or any cause which is unavoidable or beyond its
reasonable control; nor in any event for consequential damages.
ARTICLE 6
RELATIONSHIP OF THE PARTIES AND WARRANTIES
6.01 RELATIONSHIP. Distributor is an independent
contractor and in no way an agent of Manufacturer, its being
expressly agreed that the only relationship created by this
Agreement is that of Manufacturer and Distributor. This
Agreement does not form a joint venture or partnership
relationship in any form. Distributor agrees not to
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make any representation, promise, guarantee or warranty on
Manufacturer's behalf, except for what is stated in the agreement
between the Distributor and customer. The standard Distributor/
Customer agreement shall be approved by the Manufacturer.
Distributor further agrees that it has no authority to assume or
create any obligation on Manufacturer's behalf, express or
implied, regarding Manufacturer's Products or otherwise.
Manufacturer only warrants the Products sold by it to Distributor
as indicated herein. In no event shall Manufacturer be liable
for damages by reason or failure of any products to function
properly or for consequential or special damages.
6.02 MANUFACTURER WARRANTIES. The Manufacturer
warrants to the best of its knowledge after
reasonable inquiry the following:
(a) There are no pending or threatened lawsuits
affecting the Manufacturer which would materially impact its
ability to perform under the terms and conditions of this
Agreement;
(b) The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated
herein will not result in a breach of any other term, condition
or provision or constitute a default under any other Agreement or
Contract to which the Manufacturer is bound;
(c) That it has all rights and interest in the
Products, including patents, trademarks and copyrights. In the
event that any claim is brought against the Distributor for an
infringement of any patent, trademark or copyright relating to
the Products, the Distributor agrees to allow the Manufacturer to
direct and control resolution of the claim.
The Manufacturer shall indemnify and hold harmless the
Distributor and the consumer of the Product from any and all
damages resulting from any misrepresentation, breach of warranty
or covenant, or non-fulfillment of any agreement on the part of
the Manufacturer under this Agreement, including but not limited
to any claims from patent, trademark or copyright infringement as
it pertains to the products.
6.03 DISTRIBUTOR WARRANTIES. The distributor
represents and warrants as follows:
(a) That the Distributor has all necessary authority
to enter into this Agreement and that all corporate
authorizations have been obtained.
(b) That the execution of this Agreement will not
violate any rule, statute or laws of the Territory.
(c) That the execution of this Agreement by the
Distributor will not
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conflict or cause a breach by the Distributor of any contract the
Distributor may be a party to.
The Distributor shall indemnify and hold harmless the
Manufacturer and the consumer of the Product from any and all
damages resulting from any misrepresentation, breach of warranty
or covenant, or non-fulfillment of any agreement on the part of
the Distributor under this Agreement.
6.04 INSURANCE Both the Manufacturer and the Distributor
agree to carry, at their sole expense, a $1,000,000 comprehensive
public liability insurance policy insuring them for claims,
actions or demands made by a third-party that may arise from each
parties or performance under this Agreement or from defective
products. Each party shall be named as an additional insured.
The insurance required under this paragraph may be in the form of
a blanket liability coverage so long as the blanket policy does
not reduce the limits or reduce the coverage. The parties shall
cause a Certificate evidencing such insurance to be issued within
thirty (30) days from a request of a party. The insurance
policies shall contain a provision that the coverage's afforded
under the policies will not be cancelled, not renewed, or
materially altered until at least thirty (30) days prior written
notice has been given.
ARTICLE 7
RECORDS AND REPORTS
The Distributor shall maintain a complete record of all
Products sold or leased by the Distributor and furnish such data
to Manufacturer upon its request. The Distributor agrees to
permit the Manufacturer to inspect, within ten (10) days written
notice, any related records and documents upon its request.
ARTICLE 8
CUSTOM PRODUCTS
Custom products, for purpose of Agreement, are defined
as products which have specific function unique to a customer.
All orders for custom products must be approved in writing by
Manufacturer prior to acceptance by Distributor. Thereafter,
Distributor will promptly notify Manufacturer of any
circumstances which may affect that order and Manufacturer will
keep Distributor informed of its progress in fulfilling such
order.
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ARTICLE 9
TERM AND TERMINATION
9.01 TERM. This Agreement shall remain in full force
and effect for a period of five (5) years from the Effective Date
hereof, or until such earlier date as of which it may be
terminated as hereinafter provided. If for any reason whatsoever
the relations between the parties shall continue beyond the said
term hereof without written formal agreement as to the terms and
conditions thereof, such continuance of relations shall not be
deemed a renewal or extension of said term beyond the said
expiration date and the same shall be subject to immediate
termination upon notice by either party to the other, but shall
in all respects be deemed to be subject to terms and conditions
identical with those contained herein. Manufacturer and
Distributor shall meet for an evaluation of Distributor's sales
efforts after 6 months from the date of the product being
approved by each Gaming jurisdiction's regulatory department, to
determine that sufficient sales and marketing efforts are being
put forth by Distributor. Should it be determined that sales and
marketing efforts are insufficient, it will be deemed as
termination for insufficient efforts. Should termination for
insufficient efforts occur, the Distributor shall continue to
invoice, receive and share revenues on the product placed by
Distributor for two (2) years following the date of termination,
or until the product is removed by end user, whichever occurs
first.
9.02 TERMINATION FOR CAUSE. If either party hereto
shall fail to perform any of the material obligations imposed
upon it hereunder, the other party shall have the right as its
option, to terminate this Agreement by giving thirty (30) days'
written notice. The party alleging breach of this Agreement
shall have thirty (30) days from the date of receipt of notice to
cure such breach. Failure to cure shall cause this Agreement to
terminate within thirty (30) days of receipt of notice. In the
event of a termination due to Distributor breach, Manufacturer
reserves the right to purchase from the Distributor and the
Distributor shall sell to Manufacturer any Products not sold
which the Distributor may have on hand, at the time of such
termination. Such repurchase, If any, shall be at the same price
the Products were originally purchased by the Distributor, less a
ten percent (10%) repurchasing and shipping discount.
9.03 ASSIGNMENT OF ORDERS UPON TERMINATION. Upon
termination or expiration of this Agreement for any cause
whatsoever, Manufacturer will, subject to all the terms hereof,
complete its obligations hereunder as to any orders received from
the Distributor and accepted by Manufacturer prior to the
termination or expiration of this Agreement. One year
thereafter, Manufacturer or a new Distributor may complete any
transaction inaugurated by Distributor but not therefore
resulting in an accepted order. Upon such termination or
expiration the Distributor shall immediately discontinue all
promotion and advertising with respect to Manufacturer's
Products.
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9.04 CONTINUED OBLIGATIONS. Neither the expiration nor
the termination of this Agreement shall release either party from
the obligation to pay any sum that may be owing or from the
obligation to perform any other duty or to discharge any other
liability that has been incurred prior thereto. Subject to the
provisions of the immediately preceding sentence, however,
neither party shall by reason of the expiration or termination of
this Agreement be liable to the other for compensation or damage
on account of the loss of present or prospective profits on sales
or anticipated sales, or expenditures, investments, or
commitments made in connection therewith or in connection with
the establishment, development or maintenance of Distributor's or
Manufacturer's business or goodwill. In addition, Distributor
and Manufacturer agree that each party shall receive all funds,
due or received, under placed equipment on lease and/or sale
until the expiration of leases or removal of Product by customer.
9.05 GROUNDS FOR IMMEDIATE TERMINATION. Either party
shall be entitled to immediately terminate this Agreement by
notice in writing to the other for any of the following events:
(a) A of petition of bankruptcy or insolvency;
(b) Any adjudication of any bankruptcy or insolvency;
(c) The filing of any petition seeking reorganization
or readjustment or arrangement of the business under any law
relating to bankruptcy or insolvency;
(d) The appointment of a receiver for all or
substantially all of the property of either party;
(e) The making of any assignment or attempted
assignment for the benefit of creditors;
(f) The institution of any proceeding for the
liquidation or winding up of business or for
the termination of its corporate charter.
ARTICLE 10
EXTRA-TERRITORIAL SALES
Without prior written consent of Manufacturer in each
instance, Distributor shall not, directly or indirectly, offer
for resale, sell or ship Products and/or replacement parts
outside of the Territory. Inquiries from customers or potential
customers outside the Territory shall be promptly referred to
Manufacturer, who will reply in writing if the
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Distributor may pursue. Likewise, Manufacturer agrees that
inquiries received from customers or potential customers in the
Territory shall be referred to Distributor.
ARTICLE 11
PRODUCT CHANGES
Manufacturer reserves the right, from time to time,
without incurring any obligation to Distributor to discontinue
any Products or type thereof, to alter the design or construction
thereof, and/or add new and additional types thereof to its line
and in the event of any such action on Manufacturer's part, it
shall give Distributor no less than ninety (90) day notice
thereof. Any product change shall not affect any pending orders
placed by Distributor.
In the event the Manufacturer terminates any Product
subject to this Agreement, the Distributor shall have the right
of first refusal to purchase the proprietary rights in the
Products so discontinued, based upon the same terms and
conditions as offered by Manufacturer to a third party. This
right of first refusal shall be effective for only one year after
the election to terminate a Product is made by the Manufacturer
and must be exercised within thirty (30) days after the
manufacturer notifies the Distributor of the terms of any offer.
ARTICLE 12
MARKET REPRESENTATIONS
Distributor acknowledges and agrees that Manufacturer
has made no statements or representations as to the size of the
market for the Products or as to the amount of profits to be
received by Distributor. Distributor acknowledges that in
entering into this Agreement it is relying entirely on its own
estimate as to the market for the Products, but warrants no level
of sales upon which Manufacturer may rely.
ARTICLE 13
13.01 CONFIDENTIALITY.
Distributor agrees to hold all marketing, sales,
business and technical information regarding Manufacturer, its
products or its customers ("Confidential Information" more
specifically defined herein below) in the strictest confidence
and disclose no such information to any third party during the
term of this Agreement and for three (3) years after its
termination or cancellation.
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13.02 DISCLOSURE OF CONFIDENTIAL INFORMATION.
(a) DEFINITION. "Confidential Information" shall
also mean and include any product information, technical data,
know-how, specifications, processes, drawings, sketches,
formulas, computations and any other information of any kind
whatsoever, whether written or not, concerning any process,
manufacture, composition of matter, plant, design, idea, method,
system or plan in which the Manufacturer has a possessory
interest and which becomes known to Distributor.
"Confidential Information" shall also mean and include any
accounting, sales, advertising, marketing or management
information, methods or techniques, any business plans, any
computer programs and routines of the Manufacturer and any other
information of any kind whatsoever, whether written or not,
concerning, directly or indirectly, the Manufacturer, its plans,
programs or operations, which information is not generally known
in the businesses or industries in which the Manufacturer is or
may become engaged during Distributor's term of this Agreement.
The term "Confidential Information" includes all property
rights in the Products, including related trade names,
trademarks, logo types, insignia, trade designs, trade secrets,
patents, copyrights, product designs, materials, operating
methods and/or procedures, control systems, marketing secrets,
consensual engineering and product evaluations and or reviews
related to the Product.
(b) RESTRICTION ON USE. Any Confidential Information
received or developed by Distributor shall be used only in the
conduct by the Distributor of carrying out the objections and
terms of the Distributorship Agreement. Such Confidential
Information shall not be used by Distributor for any other
purpose unless otherwise directed or authorized in writing by the
Manufacturer.
(c) PROTECTION OF CONFIDENTIAL INFORMATION. The
Manufacturer and the Distributor expressly recognize and
acknowledge that any Confidential Information disclosed to or
developed by Distributor will not, at any time either during the
term of this Agreement, or three years thereafter, in any manner,
either directly or indirectly be disclosed, or communicated to
any person, firm or corporation, or any other business entity by
the Distributor, nor shall the Distributor use for his own
benefit or for any other purpose than the exclusive benefit of
the Manufacturer, its subsidiaries, successors, or assigns,
Confidential Information or any information whatsoever concerning
matters affecting or relating to the business of the Manufacturer
which the Distributor knows or has reason to know would be
valuable to competitors or potential competitors of the
Manufacturer, including but not limited to, Confidential
Information or information relating
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to the Manufacturer's relationships with actual or potential
customers or suppliers and to the needs and requirements of any
such actual or potential customers, not including any information
which is in the public domain provided that such information was
not public by reason of a breach of this article by the
Distributor or any other third-party who is under a covenant not
to disclose such Confidential Information. Furthermore, but not
by way of limitation of the foregoing, the Distributor shall not
(i) make known to any firm, person or corporation the names or
addresses of any of the customers of the Manufacturer or any
other information pertaining to them or (ii) call on, solicit, or
take away or attempt to call on, any of the customers of the
Manufacturer on whom the Distributor called or with whom he
became acquainted during this Agreement, either for itself or for
any other person, firm or corporation.
(d) RETURN OF CONFIDENTIAL INFORMATION. Upon the
Manufacturer's request, the Distributor shall return (or destroy
if requested by the Manufacturer) to the Manufacturer all
originals and copies of all documents pertaining to the
Confidential Information, including records, descriptions,
modifications, negatives, drawings, adaptations, or preliminary
drafts. The Distributor shall, upon request of the Manufacturer,
sign an affidavit acknowledging the compliance of this paragraph.
13.03 DAMAGES (REMEDIES OF MANUFACTURER UPON BREACH OF
AGREEMENT). In the event of any breach of this Agreement by the
Distributor, Manufacturer shall have all the remedies available
to it in law or equity. Without limiting the generality of the
foregoing, and in addition to any other remedy available to it,
Manufacturer shall have the immediate right to seek and obtain
injunctive relief enjoining such breach, it being hereby
acknowledged by the Distributor that Manufacturer's other legal
remedies are inadequate to compensate Manufacturer for the loss
which it would suffer as a result of any breach of the Agreement.
13.04 OWNERSHIP. The parties agree that ownership of
the Confidential Information shall remain vested with the
Manufacturer and the Distributor agrees to execute any and all
necessary documents to effectuate this result. The parties agree
that the client list and list of contact persons shall remain
sole property of the Distributor.
ARTICLE 14
NON ASSIGNMENT AND NOTICE OR CERTAIN CHANGES
Without Manufacturer's prior written consent, neither
this Agreement nor any interest therein shall be transferable or
assignable by Distributor, by operation of law or otherwise.
Distributor shall immediately notify Manufacturer in writing of
any
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substantial change in the ownership, financial interests or
active management of Distributor. Manufacturer may assign this
agreement to a subsidiary or successor in interests.
ARTICLE 15
GOVERNMENTAL PERMITS AND LICENSES
Distributor shall obtain at its own expenses all
necessary governmental permits/licenses for but not limited to
the importation, sale , installment, operation, repair,
maintenance and bear the cost such as, but not limited to import
duty and any other related taxes imposed into the Territory of
the Products purchased by Distributor. Manufacturer shall pay
for any permits, licenses or taxes specifically applicable to
Manufacturer.
ARTICLE 16
USE OF NAME AND TRADE-MARKS
Distributor shall not use in its corporate firm or
business name or allow to be used by others, insofar as it may
have any power to prevent such use the name "CASINOVATIONS" or
any other trade name or trade-xxxx adopted by Manufacturer on or
for its business or Products or any words or names or combination
of words or names closely resembling any of them provided;
however, that during the term hereof Distributor shall have the
right to and shall indicate to the public and to the trade by
names of advertising, pamphlets, letterheads or other media for
the purpose of selling the Products in and for the Territory that
the Distributor is the authorized distributor of the Products.
Upon the expiration or termination of this Agreement,
Distributor, forthwith shall discontinue the use of the name
"CASINOVATIONS" and of any other name or names or any combination
of words or design or trade-xxxx or trade names that would
indicate or tend to indicate that Distributor was or is a
distributor of the Products.
ARTICLE 17
NO LICENSES IMPLIED OR GRANTED
No licenses are granted or implied by this Agreement
under any intellectual property owned or controlled by
Manufacturer or under which Distributor has any rights except the
right to buy, sell and deal in the Products furnished by
Manufacturer. No rights to manufacture are granted by this
Agreement. Distributor agrees that it will not
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remove or alter Manufacturer's patent number or other marks
affixed to the Products or permits the same to be done.
ARTICLE 18
MISCELLANEOUS
18.01 WAIVER. The failure of either party at any
time to require performance by the other party of any provisions
hereof shall in no way affect the full to require such
performance at any time thereafter. Nor shall the waiver by
either party of a breach of any provisions hereof be a waiver of
any succeeding breach of the same or any other such provisions or
be a waiver of the provision itself.
18.02 BINDING VERSION. The official and binding
version of this Agreement shall be English irrevocable of the
language into which it may be translated.
18.03 NOTICES. Any notice herein required or
permitted to be given shall be in writing and may be personally
served or sent by facsimile or mail and shall be deemed to have
received if personally served when served, if mailed on the fifth
business day after deposit in the U.S. mail, as the case may be,
with airmail postage prepaid and properly addressed. For
purposes hereof the address of the parties hereto (until a change
thereof is given as provided in this Section) will be as follows:
Manufacturer: Distributor:
CASINOVATIONS INCORPORATED GAMING 2000 LLC
0000 X. Xxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000 XXX Xxx Xxxxx, XX 00000
Attn: Xx. Xxxxxx X. Xxxx Attn: Xx. Xxxxxxx X'Xxxx
Phone: 0-000-000-0000 Phone: 000-000-0000
Fax: 0-000-000-0000 Fax: 000-000-0000
18.04 GOVERNING LAW. This Agreement shall be
governed and construed in accordance with the laws of the state
of Nevada excluding any law or principle which would apply the
law of any other jurisdiction.
18.05 ARBITRATION. Both parties herein agree to
the following method of the arbitration (other than disputes
requiring injunctive relief):
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(a) Any dispute, issue, or difference of opinion
arising from parties hereto out of or relating to this Agreement,
or the breach thereof, shall be finally settled by arbitration in
the United States in accordance with the Commercial Arbitration
Rules of The Arbitration Association, unless otherwise agreed
between the parties. The award rendered by arbitrator(s) shall
be final and binding upon both parties.
(b) If applicable, the parties shall have the right to
conduct discovery, provided that the arbitrator(s) may order that
any particular discovery initiated by a party be taken if the
arbitrator(s) determine that such discovery is reasonably
necessary for the presentation of the requesting party's case.
(c) The language of the arbitration shall be English.
(d) In the event of arbitration concerning this
Agreement, the prevailing party in such proceeding shall be
entitled to reimbursement from the other party for all reasonable
attorneys' fees and costs incurred with respect to such
proceeding.
(e) This provision 18.05 shall survive the expiration
or termination of this agreement for a period of three (3) years.
Each party agrees that no claim may be brought under this
agreement after a period of three (3) years.
18.06 EXECUTION. This Agreement shall not be
effective nor binding upon either party until signed on its
behalf by an authorized officer, nor shall any modification,
renewal, termination or waiver of any of the provisions herein
contained, or any future representation, promise condition or
waiver in connection with the subject matter hereof be binding
upon either party unless made in writing and executed by such
party in the same manner.
18.07 INTEGRATION. This Agreement sets forth the
entire agreement and understanding between the parties as to the
subject matter hereof and merges all prior writings and
discussions between them and neither party shall be bound by any
terms, conditions, definitions, warranties or representations
other than as expressly provided herein or as duly forth on or
subsequent to the date hereof in writing signed by the party to
be bound thereby.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their authorized representatives.
Manufacturer: Distributor:
CASINOVATIONS INCORPORATED GAMING 2000 LLC, INC.
/s/ Xxxxxx X. Xxxx /s/ Xxxxxxx X'Xxxx
---------------------------- ------------------------------
(Signature) (Signature)
By: Xx. Xxxxxx X. Xxxx By: Xx. Xxxxxxx X'Xxxx
Title: President and COO Title: President and CEO
Date: May 28, 1998 Date: May 28, 1998
----------------------- ------------------------------
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SCHEDULE 1
PRODUCTS
The product appointed by this Exclusive Distributor Agreement
shall be the Fantasy 21 Table Game. One set consists of a
Fantasy 21 display, one set of speakers, one table felt and one
sign.
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SCHEDULE 2
TERRITORY
The Territory shall consist of the United States of America ,
Canada, Cruise ships, Territories of the United States, and the
Caribbean Islands.
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SCHEDULE 3
PRICE
The minimum price to the end user shall be $550 USD per
month. The distribution of payment to Manufacturer and
Distributor shall be as set forth in the following table:
MONTH % TO MANUFACTURER % TO DISTRIBUTOR
1-5 75 25
6-36* 60 40
Thereafter 50 50
Should Distributor lease product for above the minimum price,
percentage split shall remain as above until Manufacturer has
been paid a total of $2062.50, then the percentage split shall
revert to 60%/40%.
*Should Distributor, at its option, allow the 13th month to
customer at no charge, there will be no payment or split for that
month.
The Distributor shall pay all customs, entry, or any duty,
license fees or taxes incurred by or associated with the entry of
the goods in the country of destination or the export of the
goods from the country of its manufacture, including all excise
taxes, sales tax and use tax.
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