Business VLT Document

BUSINESS VLT DOCUMENT

Parties and Identification

Recitals

WHEREAS, Client Name: operates a business that requires acquisition, deployment, or management of Video Lottery Terminals ("VLTs") for commercial gaming operations; and

WHEREAS, Vendor Name: has the technical expertise, licensing, and authorization necessary to supply, maintain, and operate VLTs and related services to Client; and

WHEREAS, the parties desire to set forth the terms and conditions under which Vendor will provide VLT hardware, software, installation, maintenance, and ongoing operational services to Client.

Scope of Work

Vendor shall perform the scope of work described below. Vendor agrees to supply and install VLT equipment, configure software and network interfaces, perform initial testing, provide operator training, and deliver scheduled maintenance and technical support in accordance with this Agreement.

Payment Terms

Client shall pay Vendor for the services and equipment described in this Agreement according to the amounts and schedule below. All amounts are stated in U.S. dollars unless otherwise indicated.

All sums not paid when due shall accrue interest at the rate specified in the Late Payment Fee field above, and Client shall reimburse Vendor for all reasonable collection costs, including attorneys' fees, incurred as a result of delinquent payments.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): days prior to termination. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Vendor shall remove or decommission equipment only as directed in writing by Client, and Client shall pay Vendor for all services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party, and shall not use except in performance of its obligations under this Agreement, any non-public, proprietary, or confidential information of the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

The obligations in this section do not apply to information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is lawfully received from a third party without breach of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information. Upon termination or upon request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information, except to the extent retention is required by applicable law or reasonable archival practice.

Representations, Insurance, and Regulatory Compliance

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Vendor represents that it will maintain commercially reasonable insurance coverage appropriate for installation, operation, and maintenance of VLTs and will comply with all applicable gaming, licensing, and regulatory requirements in the jurisdictions where the VLTs are deployed.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for special, incidental, consequential, or punitive damages, and aggregate direct damages shall be limited to the total amounts paid by Client to Vendor under this Agreement in the preceding twelve (12) months.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict-of-law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation, and if unresolved, by binding arbitration administered in the chosen forum selected below.

Entire Agreement; Amendments

This Agreement, including all exhibits, attachments, and incorporated documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth in the Parties and Identification section or to such other address as a party may designate in writing. Notices shall be deemed given upon receipt if delivered personally or by certified mail, or upon confirmation of delivery if sent by overnight courier.

Miscellaneous Provisions

The parties acknowledge that Vendor may subcontract portions of the work so long as Vendor remains responsible for performance. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Vendor may assign to an affiliate or in connection with a sale of substantially all of its assets related to the VLT business.

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