THIS AGREEMENT is made the 5th Day of June 2003
Between
(1) DIGITAL IMPACT (UK) LIMITED, a company incorporated under the laws of
England and Wales (registered number 4234696) whose registered office is
at Nidderdale House, Xxxxxxxx Knowle, Xxxxxxxxx, Xxxxx Xxxxxxxxx XX00 0XX
("DI3"); and
(2) ZONE4PLAY, a company incorporated under the laws of Israel (registered
number 513131094) whose registered office is at 0x Xxxxxxxxx Xx. Xxx-Xxxx
00000 Xxxxxx and
(3) DTPC LTD a company incorporated under the laws of England and Wales
(registered number 4308106) whose registered office is at Prices Court,
Xxxxxxx Xxxx Xxxxxx X0 0XX trading under the name "AVAGO".
1. Zone4play will provide 5 interactive games play for real games based on a
fixed odds betting service with controllable odds, developed in Open TV
for the Sky Digital platform. For deployment on the channel known as
"AVAGO", which is operational on the Sky platform. Viewers will use their
existing "AVAGO" accounts to debit funds in order to pay a fee via the
platform's payment mechanism.
2. Zone4play will provide 2 interactive games play for fun with controllable
odds, developed in Open TV for the Sky Digital platform. For deployment on
the channel known as "AVAGO", which is operational on the Sky platform.
Viewers will use return path telephony as the billing mechanism.
3. BANDWIDTH AND TESTING - The bandwidth requirement of the service will be
provided for the game as is appropriate to running the game at an optimal
speed, this will be subject to testing. DI3 will ensure that Zone4Play
will execute full and timely testing of the game provided for broadcast,
i.e. they are tested to pass the necessary Sky standards and that they are
compliant with all necessary legislation (ITC and ICSTIS). DI3 will ensure
that these tests and the deployment of the first game is completed.
4. UNDERTAKING - DITG will ensure the necessary supply of bandwidth,
telephony, integration testing, broadcast services and any other related
services necessary to the operation of the games within the AVAGO channel.
DI3 will ensure the provision of the game to be broadcast on the AVAGO
channel.
5. Zone4play will supply the games in a Open TV compatible with a look and
feel consistent with the AVAGO guidelines provided by DI3.The game will be
deployed on the AVAGO TV channel for the duration of this contract
Zone4play shall supply the game content at its own cost and Zone4play
shall thereafter make the game content available via the AVAGO TV channel
at its own cost. Access to the content by Subscribers shall be via AVAGO
channel.
6. There will be no testing, installation or fixed fees payable by Zone4play.
7. REVENUES - the parties will split net revenues generated by the games as
per the below percentages. Net revenue is after all sky charges and
betting duty.
o Zone4Play will receive 17.5% effective from the 18th of August 2003
of any subsequent net revenue generated from "reals" until the
expiry of the game.
o Zone4Play will receive 20% of any subsequent net revenue generated
from the 5 play-for-real games until the expiry of the game.
o Zone4Play will receive 30% of any subsequent net revenue generated
from the 2 play-for-fun games until the expiry of the game.
8. PAYMENT STATEMENT - Within 15 working days of the end of each month, DI3
shall send Zone4play a statement detailing the net revenue received in
connection with the revenues received by them in the previous month and
Zone4play's share of the same.
9. INVOICING - Zone4play shall invoice DI3 accordingly and DI3 shall pay such
invoice within 30 days of its receipt of the same. Zone4play shall have
the right, at its cost, to audit DI3's books and accounts in relation to
the net revenue upon reasonable notice to DI3 not more than once every 6
months.
10. GAME SKINS/ENGINES - The game skins applied to each game will be provided
*exclusively* for the interactive digital television channel in the
territory to AVAGO for the duration of the Agreement between us, but the
underlying game engine mechanics will be supplied *non-exclusively* to
DI3. For the avoidance of doubt, DI3 do not have the rights to offer these
interactive games on any other formats such as mobile phones and PDA's.
11. PERIOD OF TERM - The contract will run non-exclusively for an initial
period of 12 months from the date of launch for the "Reals" on the AVAGO
channel. The agreement will run non-exclusively for an initial period of 3
years for the 5 new play for real and 2 new play for fun games , with the
option for both parties to extend the contract term on a rolling yearly
basis.
12. TERRITORY - UK.
13. MARKETING - AVAGO will market and promote games on their channel as part
and parcel of their marketing activities for the channel.
14. DI3 shall not be entitled to make or distribute copies of any all
materials delivered by Zone4play.
15. DI3 shall not do or omit to do any act, which may impair or offend the
validity of Zone4Play's rights regarding trademarks, names, brands, logos,
theme and all other elements or in any way diminish such rights or any
other intellectual property rights. All rights, title and interest,
including intellectual property rights of Zone4Play, related to the
interactive TV service and platform are not belonging to, or controlled by
DI3. Zone4Play retain all such rights, title and interest, including the
said intellectual property rights. DI3 shall not acquire or claim any
right or title to any of the foregoing by virtue of the rights granted to
it under this Agreement.
16. DI3 shall promptly cease all use of all of Zone4Play's trademarks, names,
brands, logos, theme and such rights or any other intellectual property
rights upon the expiry or earlier termination (howsoever caused) of this
Agreement and, shall immediately return all relevant materials and
information provided to it by Zone4Play.
17. The Agreement shall be governed by English law and shall be subject to the
non-exclusive jurisdiction of the English courts.
Signed by /s/ Xxxx Xxxxxxxxx Dated.
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Xxxx Xxxxxxxxx
Sales and Marketing Director
DI3 Ltd
Signed by /s/ Xxxx Xxxxx Dated.
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Xxxx Xxxxx
VP Business Development
Zone4play
