Gaming Agreement

Gaming Agreement

This Gaming Agreement (the "Agreement") is entered into as of by and between with principal place of business at

and with principal place of business at

RECITALS

WHEREAS, Provider is engaged in the development, production and operation of interactive digital entertainment and related technology and services; and

WHEREAS, Client wishes to engage Provider to develop, license, deliver or operate certain gaming software, content or services as described below and Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Provider shall perform the services and deliverables described in the statement of work below. Deliverables shall conform to the specifications, milestones and acceptance criteria set forth herein.

PAYMENT TERMS

In consideration for the services and deliverables provided by Provider, Client shall pay Provider the fees set forth below according to the payment schedule. All amounts are in U.S. Dollars unless otherwise specified.

TERM AND TERMINATION

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

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. Either party may also terminate for insolvency, bankruptcy, or cessation of business operations immediately upon written notice.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all confidential information disclosed by the other party (the "Disclosing Party"), including but not limited to technical data, source code, game design documents, business plans, player data and financial information ("Confidential Information"), and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.

Confidential Information does not include information that is (i) publicly known through no fault of the Receiving Party, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but not less than a reasonable standard of care.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain ownership of Provider's pre-existing technology, tools, libraries and engine code. Client shall own the custom game assets and content specifically created for Client and paid for in full, subject to any licenses granted to Provider for operation, maintenance and updates. The parties shall execute any further instruments reasonably required to effectuate such ownership and transfers.

Provider grants Client a non-exclusive, worldwide, transferable license to use, distribute and exploit the delivered game and assets as specified in this Agreement, unless the parties expressly stipulate an assignment of copyright in a separate written schedule.

REPRESENTATIONS, WARRANTIES AND INDEMNITIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the delivered work will materially conform to the agreed specifications for a period of ninety (90) days following final acceptance, during which Provider shall correct material defects at no additional charge.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claim arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

LIMITATION OF LIABILITY

Except for liability arising from a party's breach of confidentiality, indemnification obligations or willful misconduct, in no event shall either party's aggregate liability under this Agreement exceed the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to attempt in good faith to resolve any dispute through negotiation and, if unsuccessful, through binding arbitration administered in the agreed governing state under commercially reasonable arbitration rules.

ENTIRE AGREEMENT

This Agreement, including its exhibits and any statement of work executed hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in writing signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

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