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EXHIBIT 10(2)
AMENDED AND RESTATED CONSULTING AGREEMENT
This Amended and Restated Consulting Agreement (the "Agreement"), effective as
of April 4th, 2001 is entered into by and between INNOVATIVE GAMING CORPORATION
OF AMERICA, a Minnesota corporation (herein referred to as the "Company") and
REDWOOD CONSULTANTS, LLC, a California limited liability company (herein
referred to as the "Consultant").
RECITALS
WHEREAS, Company is a publicly- held corporation with its common stock traded on
the Nasdaq Smallcap Market; and
WHEREAS, Company desires to engage the services of Consultant to represent the
company in investors' communications and public relations with existing
shareholders, brokers, dealers and other investment professionals as to the
Company's current and proposed activities, and to consult with management
concerning such Company activities;
NOW THEREFORE, in consideration of the promises and the mutual covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. Term of Consultancy. Company hereby agrees to retain the Consultant to act in
a consulting capacity to the Company and the Consultant hereby agrees to provide
services to the Company commencing April 4th, 2001 and ending on April 3rd,
2006.
2. Duties of Consultant. The Consultant agrees that it will generally provide
the following specified consulting services through its officers and employees
during the term specified in Section 1:
(a) Consult and assist the Company in developing and implementing
appropriate plans and means for presenting the Company and its business plans,
strategy and personnel to the financial community, establishing an image for the
Company in the financial community, and creating the foundation for subsequent
financial public relations efforts;
(b) Introduce the Company to the financial community;
(c) With the cooperation of the Company, maintain an awareness
during the term of this Agreement of the Company's plans, strategy and
personnel, as they may evolve during such period, and consult and assist the
Company in communicating appropriate information regarding such plans, strategy
and personnel to the financial community;
(d) Assist and consult the Company with respect to its (i)
relations with stockholders, (ii) relations wit h brokers, dealers, analysts and
other investment professionals, and (iii) financial public relations generally;
(e) Perform the functions generally assigned to stockholder
relations and public relations departments in major corporations, including
responding to telephone and written inquiries (which may be referred to the
Consultant by the Company); preparing press releases for the Company with the
Company's involvement and approval by the Company's management and General
Counsel of press releases, reports and other communications with or to
shareholders, the investment community and the general public; consulting with
respect to the timing, form, distribution and other matters related to such
releases, reports and communications; and, at the Company's request and subject
to
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the Company's securing its own rights to the use of its names, marks, and logos,
consulting with respect to corporate symbols, logos, names, the presentation of
such symbols, logos and names, and other matters relating to corporate image;
(f) Upon the Company's direction and approval, disseminate
information regarding the Company to shareholders, brokers, dealers, other
investment community professionals and the general investing public;
(g) Upon the Company's approval, conduct meetings, in person or
by telephone, with brokers, dealers, analysts and other investment professionals
to communicate with them regarding the Company's plans, goals and activities,
and assist the Company in preparing for press conferences and other forums
involving the media, investment professionals and the general investment public;
(h) At the Company's request, review business plans, strategies,
mission statements budgets, proposed transactions and other plans for the
purpose of advising the Company of the public relations implications thereof;
and,
(i) Otherwise perform as the Company's consultant for public
relations and relations with financial professionals.
3. Allocation of Time and Energies. The Consultant hereby promises to perform
and discharge faithfully the responsibilities as provided in Section 2 hereof
and which may be assigned to the Consultant from time to time by the officers
and duly authorized representatives of the Company in connection with the
conduct of its financial and public relations and communications activities, so
long as such activities are in compliance with applicable securities laws and
regulations. Consultant and staff shall diligently and thoroughly provide the
consulting services required hereunder. Although no specific hours-per-day
requirement will be required, Consultant and the Company agree that Consultant
will perform the duties set forth herein above in a diligent and professional
manner. It is explicitly understood that Consultant's performance of its duties
hereunder will in no way be measured by the price of the Company's common stock,
nor the trading volume of the Company's common stock. It is further understood
that although the Consultant has agreed that the Company shall be its exclusive
gaming industry client, the Consultant is not working exclusively for the
Company and that after the first twelve months of this Agreement the
Consultant's commitments to other clients will require the Consultant to provide
similar services to one or more additional clients and may limit the amount of
time and energy that Consultant can devote to Client. It is finally understood
that the Company is entering into this Agreement with Redwood Consultants, LLC,
a limited liability company and not any individual member of Redwood
Consultants, LLC, and, as such, Consultant will not be deemed to have breached
this Agreement if any member, officer or director of Redwood Consultants, LLC,
leaves the firm or dies or becomes physically unable to perform any meaningful
activities during the term of the Agreement, provided the Consultant otherwise
performs its obligations under this Agreement. Notwithstanding the foregoing, in
the event both Xxxxxxx X. Xxxxxxxxx and Xxxx Xxxxxxxxx leave the Consultant, the
Company shall be entitled to terminate this Agreement immediately.
4. Remuneration. As full and complete compensation for services described in
this Agreement, the Company shall compensate Redwood Consultants, LLC, as
follows:
4.1 For undertaking this engagement and for other good and valuable
consideration, the Company agrees to issue to the Consultant as "Compensation"
(a) 400,000 shares of the Company's Common Stock ("Common Stock"), (b) 150,000 5
year Convertible Preferred Shares ("Convertible Preferred") whereby One (1)
share of Convertible Preferred can be converted into Ten (10) common shares
equaling an aggregate of 1,500,000 shares of Common Stock and (c) warrants for
1,500,000
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shares of the Company's common stock ("Warrants") at the following exercise
prices: warrants to acquire 200,000 shares of the Company's common stock at $1
per Common Stock share, warrants to acquire 200,000 shares of Common Stock at $2
per Common Stock share, warrants to acquire 200,000 shares of Common Stock at $3
per Common Stock share, warrants to acquire 200,000 shares of Common Stock at $4
per Common Stock share, warrants to acquire 200,000 shares of Common Stock at $5
per Common Stock share, warrants to acquire 250,000 shares of Common Stock at
$7.50 per Common Stock share, and warrants to acquire 250,000 shares of Common
Stock at $10 per Common Stock share. The said securities (Common Stock,
Convertible and Warrants) shall have "piggy back" rights to any registration
statement the Company files. The said securities are to be delivered to
Consultant following the signing of this Agreement. The Compensation shall be
issued to the Consultant immediately following execution of this Agreement and
shall, when issued and delivered to Consultant, be fully paid and
non-assessable. The Company understands and agrees that Consultant has foregone
significant opportunities to accept this engagement and that the Company derives
substantial benefit from the execution of this Agreement and the ability to
announce its relationship with Consultant. The Compensation constitutes payment
for Consultant's agreement to consult to the Company and is a nonrefundable,
non-apportionable, and non-ratable retainer. Except as set forth in Section 18
hereof, if the Company decides to terminate this Agreement prior to April 3,
2006 for any reason whatsoever, it is agreed and understood that Consultant
will not be requested or demanded by the Company to return any of the
Compensation paid to it hereunder. Further, if and in the event the Company is
acquired in whole or in part, during the term of this agreement, it is agreed
and understood Consultant will not be requested or demanded by the Company to
return any of the Compensation paid to it hereunder. It is further agreed that
if at any time during the term of this agreement, the Company or substantially
all of the Company's assets are merged with or acquired by another entity, or
some other change occurs in the legal entity that constitutes the Company, the
Consultant shall retain and will not be requested by the Company to return any
of the Compensation.
4.2 The Compensation shares issued pursuant to this agreement shall be
issued in the names of The Xxxxxxxxx Family Trust - 2001, u/t/a/ dated March 6,
2001 (200,000 shares, 52,500 Convertible Preferred Shares, 525,000 Warrants),
Xxxx Xxxxxxxxx (200,000 shares, 52,500 Convertible Preferred Shares, 525,000
Warrants), and Xxxx Xxxxxxxxx (0 shares, 45,000 Convertible Preferred Shares,
450,000 Warrants).
4.4 With each transfer of shares of Common Stock to be issued pursuant to
this Agreement (collectively, the "Shares"), Company shall cause to be issued a
certificate representing the Common Stock and a written opinion of counsel for
the Company stating that said shares are validly issued, fully paid and
non-assessable and that the issuance and eventual transfer of them to Consultant
has been duly authorized by the Company. Company warrants that all Securities
issued to Consultant pursuant to this Agreement shall have been validly issued,
fully paid and non-assessable and that the issuance and any transfer of them to
Consultant shall have been duly authorized by the Company's board of directors.
4.5 Consultant acknowledges that the shares of Common Stock to be issued
pursuant to this Agreement (collectively, the "Shares") have not been registered
under the Securities Act of 1933, and accordingly are "restricted securities"
within the meaning of Rule 144 of the Act. As such, the Shares may not be resold
or transferred unless the Company has received an opinion of counsel reasonably
satisfactory to the Company that such resale or transfer is exempt from the
registration requirements of that Act.
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4.6 In connection with the acquisition of Shares hereunder, the
Consultant represents and warrants to the Company, to the best of its/his
knowledge, as follows:
(a) Consultant acknowledges that the Consultant has been afforded
the opportunity to ask questions of and receive answers from duly authorized
officers or other representatives of the Company concerning an investment in the
Shares, and any additional information which the Consultant has requested.
(b) Consultant's investment in restricted securities is
reasonable in relation to the Consultant's net worth, which is in excess of ten
(10) times the Consultant's cost basis in the Shares. Consultant has had
experience in investments in restricted and publicly traded securities, and
Consultant has had experience in investments in speculative securities and other
investments which involve the risk of loss of investment. Consultant
acknowledges that an investment in the Shares is speculative and involves the
risk of loss. Consultant has the requisite knowledge to assess the relative
merits and risks of this investment without the necessity of relying upon other
advisors, and Consultant can afford the risk of loss of his entire investment in
the Shares. Consultant is (i) an accredited investor, as that term is defined in
Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser
described in Section 25102 (f) (2) of the California Corporate Securities Law of
1968, as amended.
(c) Consultant is acquiring the Shares for the Consultant's own
account for long-term investment and not with a view toward resale or
distribution thereof except in accordance with applicable securities laws.
4.7 Ownership Interest Limited to 4.9% of the Company. In no event shall
(i) Consultant, including, without limitation, any officer, director, managing
director, affiliate, employee, client or agent, or (ii) anyone purchasing Shares
from Consultant or any such person or entity be permitted to own or exercise
dominion or control over shares representing in excess of 4.9% of the ownership
of the Company. In the event Consultant or any such party desires to convert any
Convertible or Warrant into Shares of the Company, and such conversion would
increase the ownership of the person or entity to whom such Shares are issued to
in excess of 4.9% of the ownership of the Company, such conversion shall be
prohibited until such time as the ownership interest of such person or entity is
reduced such that the conversion will not result in the ownership of in excess
of 4.9% of the ownership of the Company.
5. Financing "Finder's Fee". It is understood that in the event Consultant
introduces Company, or its nominees, to a lender or equity purchaser, not
already having a preexisting relationship with the Company, with whom Company,
or its nominees, ultimately finances or causes the completion of such financing,
Company agrees to compensate Consultant for such services with a "finder's fee"
in the amount of 3% of total gross funding provided by such lender or equity
purchaser, such fee to be payable in cash. This 3% will be in addition to any
fees payable by Company to any other intermediary, if any, which shall be the
subject of separate agreements negotiated between Company and such other
intermediary. It is also understood that in the event Consultant introduces
Company, or its nominees, to an acquisition candidate, either directly or
indirectly through another intermediary, not already having a preexisting
relationship with the Company, which Company, or its nominees, ultimately
acquires or causes the completion of such acquisition, Company agrees to
compensate Consultant for such services with a "finder's fee" in the amount of
2% of total gross consideration provided by such acquisition, such fee to be
payable in cash. This 2% will be in addition to any fees payable by Company to
any other intermediary. It is specifically understood that Consultant is not and
does not hold itself out be a Broker/Dealer, but is rather merely a "Finder" in
reference to the
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Company procuring financing sources and acquisition candidates. Any obligation
to pay a "Finder's Fee" hereunder shall survive the merging, acquisition, or
other change in the form of entity of the Company and to the extent it remains
unfulfilled shall be assigned and transferred to any successor to the Company.
5.1 It is further understood that Company, and not Consultant, is
responsible to perform any and all due diligence on such lender, equity
purchaser or acquisition candidate introduced to it by Consultant under this
Agreement, prior to Company receiving funds or closing on any acquisition.
However, Consultant will not introduce any parties to Company about which
Consultant has any prior knowledge of questionable, unethical or illicit
activities.
5.2 Company agrees that said compensation to Consultant shall be paid in
full at the time said financing or acquisition is closed, such compensation to
be transferred by Company to Consultant within seven (7) business days of the
execution of the financing of acquisition closing document.
Payment of said compensation, shall be a condition precedent to the closing of
such financing or acquisition, and Company shall execute any and all documents
necessary to effect said compensation.
5.3 As further consideration to Consultant, Company, or its nominees,
agrees to pay with respect to any financing or acquisition candidate provided
directly or indirectly to the Company by any lender or equity purchaser covered
by this Section 5 during the period of one year from the close of the term of
this Agreement, a fee to Consultant equal to that outlined in Section 5 herein.
5.4 Consultant will notify Company of introductions it makes for
potential sources of financing or acquisitions in a timely manner (within
approximately 3 days of introduction) via facsimile memo. If Company has a
preexisting relationship with such nominee and believes such party should be
excluded from this Agreement, then Company will notify Consultant immediately
within one (1) business day of Consultant's facsimile to Company of such
circumstance via facsimile memo.
5.5 Consultant acknowledges that the Company's payment of any finder's
fees in connection with the extension of credit or any financing is subject to
prior approval by the Company's gaming regulatory authorities. As such, with
respect to the obligations set forth in Section 5 of this Agreement, such
obligations are effective upon approval of the Nevada Gaming Control Board and
the Nevada Gaming Commission, and the approval of any other gaming regulatory
authority as required by applicable gaming laws, rules and regulations. Should
any prior approval not be obtained, then Section 5 of this Agreement shall be
null and void and Consultant shall not be entitled to any compensation for its
assistance in arranging any financing or extension of credit.
6. Non-Assignability of Services. Consultant's services under this contract are
offered to Company only and may not be assigned by Company to ant entity with
which Company merges or which acquires the Company or substantially all of its
assets. In the event of such merger or acquisition, all compensation to
Consultant herein under the schedules set forth herein shall remain due and
payable, and any compensation received by the Consultant may be retained in the
entirety by Consultant, all without any reduction or pro-rating and shall be
considered and remain fully paid and non-assessable. Notwithstanding the
non-assignability of Consultant's services, Company shall assure that in the
event of any merger, acquisition, or similar change of form of entity, that its
successor entity shall agree to complete all obligations to Consultant,
including the provision and
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transfer of all compensation herein, and the preservation of the value thereof
consistent with the rights granted to Consultant by the Company herein, and to
Shareholders.
7. Expenses. Consultant agrees to pay for all its expenses (phone, labor, etc.),
other than extraordinary items (travel required by/or specifically requested by
the Company, luncheons or dinners to large groups of investment professionals,
mass faxing to a sizable percentage of the Company's constituents, investor
conference calls, print advertisements in publications, etc.) approved by the
Company prior to its incurring an obligation for reimbursement.
8. Indemnification. The Company warrants and represents that all oral
communications, written documents or materials furnished to Consultant by the
Company with respect to financial affairs, operations, profitability and
strategic planning of the Company are accurate and Consultant may rely upon the
accuracy thereof without independent investigation. The Company will protect,
indemnify and hold harmless Consultant against any claims or litigation
including any damages, liability, cost and reasonable attorney's fees as
incurred with respect thereto resulting from Consultant's communication or
dissemination of any said information, documents or materials excluding any such
claims or litigation resulting from Consultant's communication or dissemination
of information not provided or authorized by the Company.
9. Representations. Consultant represents that it is not required to maintain
any licenses and registrations under federal or any state regulations necessary
to perform the services set forth herein. Consultant acknowledges that, to the
best of its knowledge, the performance of the services set forth under this
Agreement will not violate any rule or provision of any regulatory agency having
jurisdiction over Consultant. Consultant acknowledges that, to the best of its
knowledge, Consultant and its officers and directors are not the subject of any
investigation, claim, decree or judgment involving any violation of the SEC or
securities laws. Consultant further acknowledges that it is not a securities
Broker Dealer or a registered investment advisor. Company acknowledges that, to
the best of its knowledge, that it has not violated any rule or provision of any
regulatory agency having jurisdiction over the Company. Company acknowledges
that, to the best of its knowledge, Company is not the subject of any
investigation, claim, decree or judgment involving any violation of the SEC or
securities laws.
10. Legal Representation. The Company acknowledges that it has been represented
by independent legal counsel in the preparation of this Agreement. Consultant
represents that it has consulted with independent legal counsel and/or tax,
financial and business advisors, to the extent the Consultant deemed necessary.
11. Status as Independent Contractor. Consultant's engagement pursuant to this
Agreement shall be as independent contractor, and not as an employee, officer or
other agent of the Company. Neither party to this Agreement shall represent or
hold itself out to be the employer or employee of the other. Consultant further
acknowledges the consideration provided hereinabove is a gross amount of
consideration and that the Company will not withhold from such consideration any
amounts as to income taxes, social security payments or any other payroll taxes.
All such income taxes and other such payment shall be made or provided for by
Consultant and the Company shall have no responsibility or duties regarding such
matters. Neither the Company or the Consultant possess the authority to bind
each other in any agreements without the express written consent of the entity
to be bound.
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12. Attorney's Fee. If any legal action or any arbitration or other proceeding
is brought for the enforcement or interpretation of this Agreement, or because
of an alleged dispute, breach, default or misrepresentation in connection with
or related to this Agreement, the successful or prevailing party shall be
entitled to recover reasonable attorneys' fees and other costs in connection
with that action or proceeding, in addition to any other relief to which it or
they may be entitled.
13. Waiver. The waiver by either party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach by such other party.
14. Notices. All notices, requests, and other communications hereunder shall be
deemed to be duly given if sent by U.S. mail, postage prepaid, addressed to the
other party at the address as set forth herein below:
To the Company:
Innovative Gaming Corporation of America
Xxxxxx X. Xxxxxx
Chairman/CEO
000 Xxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
With a copy to: Xxxxx X. Xxxx, Esq.
General Counsel
Innovative Gaming Corporation of America
000 Xxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
To the Consultant:
Redwood Consultants, LLC
Xxxxxxx X Xxxxxxxxx, Managing Director
Xxxx Xxxxxxxxx, Managing Director
00 Xxxxxxxxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
It is understood that either party may change the address to which
notices for it shall be addressed by providing notice of such change to the
other party in the manner set forth in this paragraph.
15. Choice of Law, Jurisdiction and Venue. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of California.
The parties agree that San Francisco County, CA. will be the venue of any
dispute and will have jurisdiction over all parties.
16. Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or the alleged breach thereof, or relating to Consultant's activities
or remuneration under this Agreement, shall be settled by binding arbitration in
California, in accordance with the applicable rules of the American Arbitration
Association, and judgment on the award rendered by the arbitrator(s) shall be
binding on the parties and may be entered in any court having jurisdiction as
provided by Paragraph 14 herein. The provisions of Title 9 of Part 3 of the
California Code of Civil Procedure, including
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section 1283.05, and successor statutes, permitting expanded discovery
proceedings shall be applicable to all disputes that are arbitrated under this
paragraph.
17. Complete Agreement. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof. This Agreement and its terms may
not be changed orally but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.
18. Regulatory Matters.
18.1 PROHIBITED CONTRACTS. Consultant acknowledges that the Company,
together with its parent and affiliated corporations, partnerships and companies
(collectively, "INNOVATIVE"), is subject to the provisions of the gaming laws,
rules and regulations of each jurisdiction in which Company is licensed to
conduct business including, without limitation, the following acts and any
rules, regulations or orders promulgated thereunder: (i) the Nevada Gaming
Control Act, (ii) the Mississippi Gaming Control Act, (iii) the New Jersey
Casino Control Act, and (iv) any other act, laws, statutes, ordinances, rules,
regulations or tribal compact governing any casino operation (collectively, the
"ACTS"), which prohibit a gaming licensee from entering into any contract or
agreement with (a) a person who is found unsuitable, who is denied a license, or
whose license was revoked by the gaming authorities of any state, nation, tribe
or any other gaming regulatory board, agency or commission (each a
"COMMISSION"), or (b) any business enterprise under control of such person
without the prior approval of the appropriate Commission.
18.2 LICENSING AND REGULATORY REQUIREMENTS. Consultant hereby covenants
and agrees to use its best efforts to comply and to cause each of its directors,
officers, partners, members and employees (each an "AFFILIATE") to comply with
the requirements of all Acts to the extent the Acts apply. Consultant shall
complete and submit to the Company, and shall cause its Affiliates to complete
and submit to the Company, background investigation consent forms and shall
supply such further information as may be reasonably necessary for Company to
meet its obligations under Company's Compliance Plan. If any Commission requests
that Consultant or any Affiliate (i) provide information to, (ii) file an
application with, (iii) respond to written or oral questions, (iv) cooperate in
a background investigation, (v) appear before such Commission, or (vi) comply
with any other request, Consultant agrees to use its best efforts to comply
fully, and to cause each Affiliate to comply fully, with such request.
Consultant hereby agrees to promptly provide the Company with written notice of
any Commission request and to keep the Company informed of the status of all
such requests and actions taken in response thereto. By entering the Agreement,
Consultant hereby represents and warrants that neither Consultant nor any
Affiliate has been found unsuitable or denied any license or approval by any
Commission. In the event that Consultant has been found unsuitable or has been
denied any license or approval, prior approval of each Commission is required
before the Agreement can be effective. If there has been a finding of
unsuitability or a denial of any license or approval, immediately contact the
Company's General Counsel either via telephone at 000-000-0000 or via letter to
Innovative Gaming Corporation of America, 000 Xxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx,
Xxxxxx 00000 Attention: General Counsel.
18.3 TERMINATION OF AGREEMENT. In the event (i) Consultant or any
Affiliate fails to abide by the requirements of this Section 18, or (ii)
Consultant or any Affiliate is found unsuitable or unqualified for any license,
registration, approval or finding of suitability, or otherwise to be associated
with a gaming licensee by any Commission, or (iii) Company determines in the
exercise of
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its sole and absolute discretion that Consultant's or any Affiliate's continued
association with Company may result in (a) the disapproval, modification or
non-renewal of any contract under which Company has sole or shared authority to
manage any gaming operations, or (b) the loss, non-renewal or non-reinstatement
of any license, registration, approval, finding of suitability or franchise held
by Company to conduct any portion of Company's business, or (c) the imposition
of any fine or the taking of any disciplinary action by any Commission, Company
shall be entitled immediately to terminate the Agreement and any unexercised
Warrants or unconverted Convertible and the Company shall thereafter have no
liability to Consultant or any Affiliate for any loss, costs, expense, loss of
anticipated profits, direct damages, indirect damages, consequential damages,
punitive damages, or other damages or liability of any nature whatsoever whether
based on contract, tort or any other theories of liability.
19. Neither party to this Agreement shall be deemed to be granted under the
terms of this Agreement any right, title or interest in or to the trademarks,
trade names, service marks, copyrights, patents or other intellectual property
of the other party. The Consultant and Company expressly acknowledge and agree
that neither party is granted under this Agreement the right to use or
incorporate in any materials, including without limitation marketing materials,
the name, logos, trademarks, or copyrights of the other party without the
advance approval of such party.
20. The parties shall perform all of their respective obligations under this
Agreement in compliance with all applicable federal, state and local laws,
ordinances, rules, regulations, codes or orders.
21. This Agreement is effective on the date of execution or, upon approval of
the Nevada Gaming Control Board or Nevada Gaming Commission (or any other gaming
authority with jurisdiction over the Company or its operations) if such approval
is required, whichever is later. Should any such prior approval be required, but
not obtained, then this Agreement shall be null and void.
AGREED TO:
INNOVATIVE GAMING CORPORATION OF AMERICA
Date: July ___ , 2001 By: ______________________________________
Xxxxxx X. Xxxxxx, Chairman/CEO
REDWOOD CONSULTANTS, LLC
Date: July ___ , 2001 By:_______________________________________
Xxxxxxx X. Xxxxxxxxx, Managing Director
Date: July ___ , 2001 By:_______________________________________
Xxxx Xxxxxxxxx, Managing Director
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