Gaming Authority Agreement

Gaming Authority Agreement

This Gaming Authority Agreement (the Agreement) is made and entered into as of Effective Date: by and between Operator Name: , with principal place of business at Operator Address: , and Licensing Authority Name: , with principal place of business at Authority Address: (each a Party and collectively the Parties).

Recitals

WHEREAS, Operator operates gaming systems and services and seeks authority to conduct certain regulated gaming activities within the Territory described herein; and

WHEREAS, Licensing Authority is empowered to grant licenses, regulatory approvals, and oversight necessary for Operator to provide gaming services and wishes to delegate specified functions, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the scope, responsibilities, compliance obligations, fees, and remedies relating to the grant of authority for gaming operations.

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

1. Definitions

In this Agreement the following defined terms shall have the following meanings unless the context otherwise requires: "Authority License" means any license, permit, registration or approval required by law and granted by Licensing Authority to Operator; "Confidential Information" means non-public information disclosed by a Party that is identified as confidential or that reasonably should be understood to be confidential; "Territory" means the geographic and regulatory scope set forth in Section 2.3 below.

2. Grant of Authority; Scope

2.1 Grant. Subject to the terms and conditions of this Agreement, Licensing Authority grants to Operator the non-exclusive right to operate, manage, and offer gaming services as specified in Schedule A and to use designated marks of the Licensing Authority solely in connection with such operations.

2.2 Limitations. Operator shall not alter, sublicense, transfer, or otherwise permit a third party to engage in gaming activities under the Authority License without the prior written consent of Licensing Authority. All subcontracts that relate to material gaming functions remain subject to Licensing Authority's prior written approval.

2.3 Territory. The Territory covered by this Agreement is: . Any expansion of the Territory requires a formal amendment under Section 14.

3. Term; Renewal; Termination

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for Initial Term (in years): , unless earlier terminated in accordance with this Agreement.

3.2 Renewal. This Agreement shall automatically renew for successive renewal periods of Renewal Term (in years): unless either Party provides written notice of non-renewal at least Notice Period for Non-Renewal (days): days prior to the expiration of the then-current term.

3.3 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within Cure Period (days): days after written notice specifying the breach.

3.4 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or a petition in bankruptcy is filed by or against it and is not dismissed within sixty (60) days.

4. Regulatory Compliance; Licenses

4.1 Compliance. Operator shall at all times comply with applicable gaming laws, regulations, rules, and directives. Operator shall obtain and maintain, at its sole cost, all required licenses, permits, and authorizations necessary to perform its obligations under this Agreement.

4.2 Reporting. Operator shall submit reports, financial statements, incident notifications, and compliance certifications in the form and frequency reasonably required by Licensing Authority. Failure to provide required reports when due shall constitute a material breach.

5. Fees; Payment; Records

5.1 Fees. In consideration for the rights granted herein, Operator shall pay to Licensing Authority: Fee Structure Description: , subject to minimum guarantees and adjustments as set forth in Schedule B.

5.2 Payment Terms. Payments shall be due within Payment Due Days: days after the end of each reporting period and shall be accompanied by a statement of calculations in commercially reasonable detail.

5.3 Records. Operator shall maintain complete and accurate books and records in accordance with Generally Accepted Accounting Principles for Record Retention Period (years): years following the end of the relevant reporting period.

6. Audit; Inspection

Licensing Authority shall have the right, at its expense and upon reasonable prior notice, to audit Operator's relevant books, records, systems, and facilities during normal business hours to verify compliance with this Agreement and applicable law. If an audit reveals underpayment in excess of five percent (5%), Operator shall reimburse the reasonable costs of the audit and promptly pay the deficiency with interest at the lesser of statutory rate or one percent (1%) per month.

7. Intellectual Property; Use of Marks

Licensing Authority grants Operator a limited, non-exclusive, non-transferable license to use Licensing Authority's trademarks and logos solely in connection with authorized gaming activities. All goodwill arising from such use shall inure to the benefit of Licensing Authority. Operator shall not challenge the validity of Licensing Authority's intellectual property rights.

8. Confidentiality

Each Party shall hold Confidential Information in confidence and shall not disclose or use such information except as necessary to perform its obligations under this Agreement, to its legal advisors, auditors, or as required by law. The obligations under this Section shall survive termination for Confidentiality Survival Period (years): years.

9. Indemnification; Limitation of Liability

9.1 Indemnification by Operator. Operator shall indemnify, defend and hold harmless Licensing Authority and its officers, directors and employees from and against any claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Operator's breach of this Agreement, negligence, willful misconduct, or violation of applicable law.

9.2 Limitation. Except for willful misconduct, gross negligence or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, punitive or special damages. The aggregate liability of each Party arising out of or related to this Agreement shall not exceed Liability Cap Amount: .

10. Insurance

Operator shall maintain and furnish evidence of commercial general liability, professional liability and cyber liability insurance in amounts and on terms reasonably satisfactory to Licensing Authority, including naming Licensing Authority as an additional insured with respect to claims arising from Operator's operations.

11. Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses below by certified mail, courier, or personal delivery and shall be deemed given upon receipt.

12. Assignment

Neither Party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, provided that either Party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity so long as the assignee assumes the assignor's obligations hereunder.

13. Amendments; Waiver

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

14. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Governing Law State: without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration administered in the seat of arbitration selected by the Parties, except that either Party may seek interim equitable relief in a court of competent jurisdiction.

15. Counterparts; Execution

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 delivered by electronic means shall be binding.

16. Entire Agreement; Severability

This Agreement, together with schedules and exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is determined to be invalid or unenforceable, such determination shall not affect the remaining provisions, which shall remain in full force and effect.

17. Additional Provisions

Representations and Warranties

Each Party represents and warrants that it has full corporate power and authority to enter into and perform its obligations under this Agreement, that the person signing this Agreement on its behalf is duly authorized to execute this Agreement, and that this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

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