Exhibit 99
Agreement for Services
This Agreement for Services ("Agreement") is made as of this 21st day
of May 2007("Effective Date") between Royal Turf Club, Inc. ("RTC"), a
corporation with its principle place of business at 0000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxx Xxxx, Xxxxxx and SOL Mutuel Ltd. ("Client"), with an address of Suite 8/9
Xxxxxx'x Commercial Complex, Grand Anse, St. Georges, Grenada, collectively
referred to as the "Parties".
SECTION I PROVISION OF SERVICES
Services of RTC: RTC, in consideration of the payments by the Client, will
provide services to Client ("Services") as outlined in the attached document
("Services Order Form") for the term of this Agreement (see Section III,
"Term"), and upon the terms and conditions herein.
Equipment: Notwithstanding anything to the contrary in this Agreement, Client
acknowledges that Client is responsible for providing, installing and
maintaining all equipment necessary to connect to the RTC Hub in Antigua. Before
RTC is obligated to provide the Services contemplated herein, RTC may certify,
at its option, that the equipment provided by Client meets the appropriate
configuration. In addition, Client warrants that its use of said equipment is in
conformance with all terms and/or conditions imposed by any licenses for the use
or implementation of such equipment, and shall hold RTC harmless from any
liability resulting therefrom.
Operating Licenses: Client further warrants that Client complies with any and
all regulatory requirements necessary for the lawful use of the Services
hereunder, including any gaming licenses as required by a governmental body or
regulatory agency. Client shall produce copies of such licenses or evidence of
regulatory compliance to RTC if so requested by RTC.
SECTION II HUB FEES AND PAYMENTS
Service Fees: Client shall, as consideration for the Services provided by RTC,
pay to RTC the fees as set forth in the Services Order Form attached hereto.
Said Service Fees shall begin and accrue as of the actual date that the
provision of Services by RTC begins.
Terms of Payment: RTC shall send to Client an invoice for Services on a weekly
basis. All invoices shall be due and payable by Client upon receipt from RTC,
unless otherwise agreed to by the Parties, in writing, on the applicable invoice
or Services Order Form. Payments shall be made by Client to RTC in United States
currency, either by cash deposit, check or wire transfer to a bank designated by
RTC, as specified by RTC to Client. All unpaid amounts shall bear interest at a
rate equal to eighteen percent (18%) per annum, or at the highest rate permitted
by law, accruing as of the outstanding payment from the date due until the date
paid inclusively. RTC may, at its option, deduct any unpaid amounts due and
owing from the settlement account of Client.
Default on Payment: If Client fails to pay any fees when due and payable, Client
shall be in default of this Agreement. At its option, RTC may, immediately in
its sole discretion, suspend or terminate the Services to be delivered by it
under this Agreement or any Services Order Form, and said suspension or
termination by RTC shall be deemed for cause. In addition, RTC shall be entitled
to apply any monies it holds by way of deposit or prepayment by the Client in
satisfaction or diminution of the outstanding payment.
SECTION III TERM AND EXCLUSIVITY OF AGREEMENT
Term: This Agreement shall begin on the Effective Date so stated above, and
shall continue for a term of thirty six (36) months thereafter ("Initial Term").
At the conclusion of the Initial Term, this Agreement shall automatically renew
for an additional twelve (12) months ("Renewal Term").
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SECTION IV NON-SOLICITATION
Non-Solicitation: During the Initial Term and all Renewal Terms of this
Agreement, and for a period of one (1) year from the termination of the
Agreement and the Services provided thereunder, Client agrees not to, directly
or indirectly, employ, make an offer of employment to, otherwise solicit or
enter into a consulting relationship with any employee, consultant, contractor
or subcontractor of RTC, whether directly involved or not with the delivery of
the Services under this Agreement, except upon the prior written consent of RTC.
SECTION VII TERMINATION OF AGREEMENT
Termination: This Agreement may be terminated by (i) either Party during each
term upon giving not less than ninety (90) days written notice to the other
Party; (ii) by RTC if the Client fails to make any payment due hereunder within
ten (10) days of the due date therefore, or immediately upon non-payment, at
RTC's option, pursuant to Section II herein, or, (iii) by either Party for the
material breach of any term of this Agreement by the other Party, and which, in
the case of a breach capable of being remedied, shall not have been remedied
within thirty (30) days of written notice to remedy the same.
Effect of Termination: Termination of this Agreement shall not relieve Client of
its obligation to pay all fees that have accrued or are otherwise owed by Client
under any invoice or Services Order Form. Certain provisions in this Agreement,
such as Section IV ("Non-Solicitation"), shall survive for a period of one (1)
year following termination of this Agreement.
Rights Upon Termination: Termination of this Agreement pursuant to this Section
VII shall be without prejudice to any other rights or remedies a Party may be
entitled to hereunder or at law, and shall not affect any accrued rights or
liabilities of either Party.
SECTION VIII MISCELLANEOUS
Entire Agreement: This Agreement, together with any Service Order Forms,
constitutes the entire agreement between the Parties regarding its subject
matter and supersedes all prior agreements and understandings between the
Parties, whether oral or written. No amendments or modifications shall be
effective unless in writing signed by both Parties. Both Parties specifically
acknowledge that no prior claims, financial or otherwise, or obligations of any
form whatsoever, survive the signing of this Agreement.
Governing Law: This Agreement shall be governed in accordance with the laws of
Grenada.
Arbitration: Any dispute, controversy or claim arising out of or relating to
this Agreement, or the breach, termination or validity thereof (other than a
claim by RTC for unpaid fees), shall be settled in accordance with the
commercial arbitration rules of American Arbitration Association.
Initial Order: Client shall place an initial order for Services using the
Services Order Form, upon the execution of this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as of the date set forth
below.
Royal Turf Club, Inc. Client
By: /s/ Xxxxx Xxxxx, Director By: /s/ Xxxxx Xxxxxx, Director
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Name/Title Name/Title
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HUB SERVICES ORDER FORM
Terms of Services
The services included under the scope of this Services Order Form ("the
Services" to be provided by RTC to the Client are defined as follows:
(i) Pari-mutuel wagering data services through RTC's Antigua Hub,
(ii) Pari-mutuel reconciliation and settlements, and,
(iii) Video streaming technology hardware and software for simulcast
distribution of racing content to all of the Client's locations.
The Client covenants, represents and warrants that all of its affiliated
network locations are properly licensed under the jurisdiction where it operates
and that all the sales will be generated through legal wagering in accordance
with all applicable gaming and tax laws>
Handle means the amount calculated on a weekly basis of all racing xxxxxx placed
into the RTC Hub by Client through the OTB locations or other means, such as
account wagering, if approved. Race Week shall be Handle generated starting on
Monday and finalizing on the following Sunday of each calendar week. Host Track
Fees shall be the rates charged by the racetracks to provide their wagering
signal to the Client's locations. OTB Locations shall be those locations
licensed and listed in this document. Further locations may be added and are
subject t to approval of host tracks prior to offering xxxxxx on such host
tracks. Addition of new locations is subject to the terms and provisions of the
Agreement for Services.
This Services Order Form is made between Client and RTC on this 21st day of
May 2007, and forms part of the Agreement for Services between Client and RTC.
ORDER ACCEPTED AND ACKNOWLEDGED BY:
Client Royal Turf Club, Inc.
By: /s/ Xxxxx X. Xxxxx, Director By: /s/ Xxxxx Xxxxx, Director
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Name and Title Name and Title
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