Exhibit 10.32
Lottery Publishing Agreement
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This Agreement is made this __ day of ______ 199__, by and between
the _______________ State Lottery, an entity of the State of _______________
having an office at 000 Xxxxx 00xx Xxxxxx, _________, _______________ _____ (the
"Lottery") and Lottery Players Publishing Company, Inc., a New York corporation
having its primary office at 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxx
00000 (the "Publisher").
WHEREAS the Lottery desires to expand the lines of communication with the
citizens of _______________ to report on the vast amount of good that results
from the _______________ Lottery and establish an effective means of
communicating with _______________ lottery players; and
WHEREAS Publisher is in the business of designing, writing, printing
and publishing lottery players' magazines;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises hereinafter set forth, the parties agree as follows:
1. Scope of Services
-----------------
The Lottery hereby engages the Publisher to design, write, edit,
publish and print a monthly lottery players' magazine for the Lottery. The
magazine shall be a digest-size, four color, __-page, __-pound paper, saddle
stitched publication. The magazine shall be titled, _______________ LOTTERY
PLAYERS DIGEST (the "DIGEST"). Subject to the mutual agreement between the
Lottery and Publisher, the DIGEST shall be published _______________. The
determining factor _______________shall be the ability of Publisher to
________________ associated with the DIGEST. The initial issue of the DIGEST is
tentatively scheduled to be _____ 199__.
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2. Purpose
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The primary purpose of the DIGEST is to effectively expand the lines of
communication with _______________ lottery players regarding the following
areas:
a. To create a communications platform and forum for the Director to
reach the players.
b. To help create a counter balance to inaccurate and misleading press
reports.
c. To communicate pertinent news and releases from the Lottery.
d. To answer letters and questions that arise from players.
e. To convey reasons and benefits for playing games.
f. To introduce new games and new features of existing games.
g. To provide a cost effective means of cross selling, cross promoting
and enhancing sales of all games with both frequent players and
infrequent players.
h. To provide a cost effective and quick means of conducting informal
research of _______________ lottery players.
i. To provide instructions for playing on-line and instant games.
j. To present more information and options regarding general systems
and strategies for on-line play.
k. To provide numbers, results and statistics of on-line games.
l. To provide a premium for such programs as Lotto subscriptions,
Players Club, etc.
m. To allow for promotion of the DIGEST as a value added incentive
available for free only at the Lottery 's licensed lottery
retailers.
n. Other mutually agreed upon areas of interest.
3. Price
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Publisher shall furnish all copies of the DIGEST requested by the Lottery
at
________________________________________________________________________________
________________________________________________________________________________
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4. Delivery and Distribution
-------------------------
Direct shipment by Publisher to such locations within _______________ as
the Lottery may from time to time direct. It is anticipated that the Lottery
may eventually have as many as ____ (__) locations within _____________for
which they desire delivery of the Digest. ____________________________________
deliver the DIGEST to lottery retailers _________________________________.
The DIGEST shall be packaged ________ (_____) copies and in packs of ___
(___) copies for shipping. The number of DIGESTS to be distributed per lottery
ticket retailer will be determined upon review by the Publisher and the
Lottery. Current estimates are __________ copies per lottery ticket retailer on
average. It is anticipated that some lottery ticket retailers could receive
________________ copies while there could be as few as ______ copies delivered
to other locations. The Lottery and Publisher shall develop an initial
distribution formula based upon _______________________. Initially, a minimum
of _______ copies shall be delivered to the Lottery.
5. Racking
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Upon the mutual agreement between the parties ______ may procure one (1)
magazine display rack for each _______________ Lottery retailer. In the event
__________ determines that it does not desire to procure the magazine display
racks, _______ shall procure one (1) magazine display rack for each
_______________ Lottery retailer. __________ shall distribute the magazine racks
for display of the DIGEST in one or more ways:
(1)
(2)
(3)
(4)
6. Free Advertising Pages Available to _______________ Lottery
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The Publisher shall make available to the Lottery, in each issue of the
DIGEST, __________________ for the purposes of promoting the Lottery and
specific _______________ Lottery games.
7. DIGEST Price to Customer:
------------------------
The DIGEST will be distributed ________________________________ to players
and will be available at all Lottery retailers.
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8. Editorial Content
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The Lottery will be allocated _____ pages per issue. Lottery will have
final review and approval for each issue of the DIGEST. Publisher shall submit
manuscript copy of all editorial content to the Lottery for approval. In the
event the Lottery does not object to any proposed editorial manuscript copy
within five (5) business days from the date received by the Lottery, the
editorial manuscript copy shall be deemed approved. In the event the Lottery
does make a timely objection to an editorial matter, the objectionable matter
may be amended and resubmitted to the Lottery for approval or withdrawn. In the
event the Lottery does not object to any amended editorial matter within two (2)
business days from the date received by the Lottery, the amended editorial
matter shall be deemed approved. In the event the Lottery does make a timely
objection, the amended editorial matter may be amended and approved as provided
in the preceding sentence until approved or withdrawn. Overall editorial content
and design can be augmented or changed as agreed by the Lottery and Publisher.
9. Editorial Coordination
----------------------
Publisher shall appoint one primary editor to coordinate the
communications and information flow with the Lottery. A back-up editor shall
also be identified. The Lottery shall appoint one primary contact person and a
back-up person to coordinate the communications and information flow with the
Publisher. Editorial deadlines will be set and agreed to by Publisher and the
Lottery.
10. Advertising Content
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_____________ shall have absolute control over all advertising in the
DIGEST. Prior to the first use of any advertisement proposed to be printed in
the DIGEST, Publisher shall submit the advertisement in its entirety to the
Lottery for approval. In the event the Lottery does not object to any proposed
advertisement within five (5) business days from the date received by the
Lottery, the advertisement shall be deemed approved. In the event the Lottery
does make a timely objection, the objectionable advertising matter may be
amended and resubmitted to the Lottery for approval or withdrawn. In the event
the Lottery does not object to any amended advertising matter within two (2)
business days from the date received by the Lottery, the amended advertising
matter shall be deemed approved. In the event the Lottery does make a timely
objection, the amended advertising matter may be amended and approved as
provided in the preceding sentence until approved or withdrawn.
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11. Use of Lottery Logo on Cover and in the DIGEST
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Use of the Lottery logo is authorized within the DIGEST as well as the
cover and on related promotional and editorial materials. The Lottery logo shall
not be used in any non-Lottery promotional or editorial materials.
12. Promotions
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_______________________________ point of sale, print, broadcast, outdoor
media, direct mail, Lottery newsletters and mailings to ticket vendors, and as a
tie-in to other products (i.e., subscription program, player's club, etc.) or
fulfill any Digest subscription program that might be enacted. _______ shall be
notified prior to any DIGEST promotions and receive hard copies of any such
promotions.
13. Additional Copies
-----------------
Publisher shall furnish additional DIGEST copies __________ to the Lottery
for mailing purposes to satisfy promotional programs, (i.e. Lotto subscription
program incentive, "Player's Club" premium, etc.) or to fulfill any DIGEST
subscription program that might be enacted. Such requests shall be made in a
reasonably timely manner to insure adequate coordination time with advertisers,
printers and distribution channels. _____________ shall absorb any mailing and
distribution costs associated with ___________ distribution of the DIGEST.
14. DIGEST on the Internet
----------------------
Publisher retains the right to promote and reproduce contents of the
DIGEST on the Internet. In the event the Lottery initiates a Web Site, the
Lottery shall have the identical promotional rights as Publisher.
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15. Term
----
a) The initial term of this Agreement shall commence on the date first
written above and shall continue for a period of ________________ from the date
of the initial publication of the DIGEST. By way of example only, if the
Agreement is fully executed on _____________, and the first issue of the Digest
is ____________, then the Agreement shall terminate ________ after _____. Under
the example given above, the termination date of the Agreement would be
_____________.
b) Upon expiration of the initial term, this Agreement shall be extended
for _______________ upon the same provisions as are set forth in the Agreement,
or upon such modified provisions as may be agreed upon in an amendment to the
Agreement, unless ________________ notice of termination at least ______________
days prior to the end of the initial or any subsequent term.
c) During the initial term of this Agreement and additional term thereof,
Publisher shall be the exclusive publisher of a magazine for the Lottery with a
content and format similar to the DIGEST set forth herein.
16. Copyrights
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Copyrights shall be retained by Publisher for articles, charts,
interviews, stories, systems, columns, art, graphics, layouts, design features,
editing and content provided by Publisher for the DIGEST. Permission to reprint
same is hereby granted in perpetuity without the payment of additional
consideration to the Lottery.
17. Confidentiality
---------------
Each party shall take reasonable steps to insure that all confidential
information which such party or any of its representatives, employees or agents
may now possess or may hereafter create or obtain relating to the financial
condition, results of operation, business, properties, assets, liabilities, or
future prospects of the other party, or any affiliate, of the other party, or
any customer or supplier of such other party or any such affiliate shall not be
disclosed or used without the prior written consent of the other party.
18. Right to terminate; Notice of Intention to Terminate; Right to Cure
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a) The Lottery shall have the right to terminate this Agreement for any of
the following causes: (i) a material breach ____________________ (ii) a
determination by a court of competent jurisdiction that the Publisher is
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bankrupt or insolvent; (iii) a good faith determination by the Lottery that
___________________________; and (iv) a conviction of the Publisher or any of
its parents, affiliates, subsidiaries, directors, officer, or employees of any
criminal offense connected to the Publisher's business which, in the reasonable
opinion of the Lottery, would be prejudicial to public confidence in the
Lottery.
b) In the event that the Lottery decides to exercise such right to
terminate this Agreement, the Lottery shall give the Publisher advance written
Notice of Intention to Terminate for Cause. Such Notice shall state clearly and
specifically the cause for which such termination is sought, and Publisher shall
be entitled to a period of ________________ from receipt of such Notice to
correct or cure the causes so described to the reasonable satisfaction of the
Lottery in which case such Notice shall be deemed withdrawn and a nullity. If
termination is sought because of a criminal conviction as in subparagraph (iv)
of paragraph (a) of this Section 18, the cause for termination shall be deemed
cured if the Publisher causes or obtains the dismissal, resignation, retirement
or other removal of the person convicted of such offense during the __________
cure period.
19. Relationship
------------
The relationship of the Publisher to the Lottery arising out of this
Agreement shall be that of an independent contractor. The Publisher, in
accordance with its status as an independent contractor, agrees that it will
conduct itself consistent with such status, that it will neither hold itself out
as, nor claim to be, an officer or employee of the Lottery or the State of
_______________ by reason thereof, and that it will not by reason thereof, make
any claim, demand or application for any right or privilege applicable to an
officer or employee of the Lottery or the State of _______________, but not
limited to, workers' compensation coverage, unemployment insurance benefits,
social security coverage, or retirement membership or credit. All personnel of
the Publisher shall be within the employ of the Publisher only, which alone
shall be responsible for their work, the direction thereof, and their
compensation. Nothing in this Agreement shall impose any liability or duty on
the Lottery or the State of _______________, on account of any acts, omission,
liabilities or obligation of the Publisher or any person, firm, company, agency,
association, corporation or organization engaged by the Publisher as expert,
consultant, independent contractor, specialist, trainee, employee, servant or
agent for taxes of any nature, including, but not limited to unemployment
insurance compensation, and the Publisher hereby agrees to indemnify and hold
harmless the Lottery and the State of _______________ against any such
liabilities.
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20. Notice
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Any notices to be given under this Agreement by any party to the other may
be effected either by personal delivery in writing or by registered or certified
mail, with the postage prepaid, and return receipt requested. Mail notices shall
be addressed to the addresses first appearing herein, but each party may change
the address by notice in accordance with this paragraph. Notices delivered
personally shall be deemed received as of actual receipt; mailed notices shall
be deemed received as of three (3) day after mailing.
21. Assignment
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This Agreement is personal in its character, and shall not be assigned,
transferred or hypothecated without the prior written consent of the other
party, which shall not be unreasonable withheld.
22. Entire Agreement
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This Agreement supersedes any and all other agreement, whether oral or in
writing between the parties with respect to the provision herein, and this
Agreement contains all of the covenants and agreements between the parties with
respect thereto. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, that are not
embodied in this Agreement, and that no other agreement, statement or promise
not contained in this Agreement shall be valid or binding. Any modification of
this Agreement will be effective only if it is in writing signed by the party to
be charged.
23. Governing Law
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This Agreement shall be governed by and construed in accordance with the
laws of the State of _______________. Any claim or controversy that arises out
of or relates to this Agreement shall be settled by arbitration in accordance
with the rules then obtaining of the American Arbitration Association. Judgment
upon any award rendered pursuant to such arbitration may be entered in any court
possessing jurisdiction of arbitration awards.
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24. Counterparts
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This Agreement may be executed in counterparts each of which when so
executed and taken together shall constitute one and the same Agreement.
Publisher covenants that this Agreement has been duly authorized, executed and
delivered by Publisher and is a legal, valid and binding obligation of Publisher
enforceable against Publisher in accordance with its terms and Publisher has
obtained all necessary Board of Directors' and shareholder consents necessary to
enter into the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
Lottery Players Publishing Company, Inc. __________ State Lottery
By: ________________________ By: _____________________
President
