Casino Services Contract

CASINO SERVICES CONTRACT

This Casino Services Contract ("Agreement") is entered into as of by and between Casino Operator: , organized as Corporation LLC Partnership, with principal place of business at ; and Service Provider: , organized as Corporation LLC Individual, with principal place of business at .

RECITALS

WHEREAS, Operator owns and operates a gaming facility and desires to procure casino-related services, including but not limited to gaming management, table games operation, slot management, staffing, and related technical services (collectively, "Casino Services"); and

WHEREAS, Provider represents that it has the experience, personnel, equipment and all required permits to perform the Casino Services in compliance with applicable gaming laws, regulations and the standards specified by Operator; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the provision of the Casino Services pursuant to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SERVICES

1.1 Scope. Provider shall provide Casino Services as described in Schedule A (Scope of Services) attached hereto and incorporated by reference. The services shall include staffing, training, equipment provisioning, technical support, management oversight, regulatory reporting assistance, and other tasks reasonably necessary for operation of gaming activity at Operator's facility. Provider shall perform all services in a professional and workmanlike manner consistent with industry standards.

1.2 Performance Standards. Provider shall ensure that all personnel are qualified and that operations comply with Operator's written policies and applicable law. Provider shall maintain adequate records of play, cash handling, employee hours, and incident reports and shall make such records available to Operator and regulators upon request.

1.3 Licenses and Approvals. Provider represents and warrants that it has obtained and will maintain all licenses, permits, authorizations and clearances required to lawfully perform the Casino Services. Provider shall promptly notify Operator of any suspension or revocation of such licenses.

2. TERM

The term of this Agreement shall commence on and shall expire on unless earlier terminated in accordance with Section 10.

3. COMPENSATION AND PAYMENT

3.1 Fees. Operator shall pay Provider the fees set forth herein and in Schedule B. The base fee payable for the Casino Services is $ per , plus applicable taxes and reimbursable expenses.

3.2 Payment Terms. Provider shall invoice Operator monthly in arrears. Invoices are due within days of receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. AUDIT AND RECORDS

Operator shall have the right, upon reasonable prior notice, to audit Provider's books and records related to the Casino Services during normal business hours. Provider shall retain records for a period of not less than and shall cooperate with Operator and regulatory authorities in any investigation or audit.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential. Provider shall safeguard Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Exclusions. Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of a disclosing party's Confidential Information.

5.3 Duration. The obligations in this Section shall survive termination or expiration of this Agreement for a period of .

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider assigns to Operator all rights, title and interest in any materials, reports, or data prepared exclusively for Operator under this Agreement. Provider retains ownership of pre-existing and independently developed intellectual property. Provider grants Operator a non-exclusive, royalty-free license to use Provider's pre-existing materials solely for Operator's internal operation of the gaming facility.

7. INSURANCE

Provider shall, at its expense, maintain commercial general liability insurance with limits no less than $ per occurrence, and worker's compensation and employer's liability coverage in statutory amounts. Provider shall provide certificates of insurance naming Operator as an additional insured where applicable.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Operator and its officers, directors and employees from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligent acts, omissions or willful misconduct, except to the extent caused by Operator's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or Provider's breach of its confidentiality or indemnification obligations, the aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Operator to Provider under this Agreement in the twelve (12) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES.

10. TERMINATION

10.1 For Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

10.2 For Convenience. Operator may terminate this Agreement for convenience upon days' prior written notice to Provider, subject to payment for services performed through the effective date of termination and any applicable termination fees set forth in Schedule B.

10.3 Force Majeure. Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of government, natural disasters, strikes, or pandemics, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, certified mail (return receipt requested) or nationally recognized overnight courier, or by email with confirmation of receipt where provided.

12. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by both parties. Failure or delay by either party to enforce a right is not a waiver of that right unless executed in writing by the waiving party.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles.

14. ENTIRE AGREEMENT

This Agreement, including Schedules A and B and any exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes closest to the parties' original intent.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective as originals.

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