Gaming Casino Agreement

GAMING CASINO AGREEMENT

This Gaming Casino Agreement ("Agreement") is entered into as of by and between Casino Operator: , organized as Corporation LLC Partnership Individual, formed under the laws of , with a principal place of business at (hereinafter "Operator"), and Gaming Partner: , organized as Corporation LLC Partnership Individual, formed under the laws of , with a principal place of business at (hereinafter "Partner"). Operator and Partner are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Operator owns and operates the gaming facility located at and is licensed by applicable gaming authorities to conduct casino gaming; and

WHEREAS, Partner provides gaming systems, hardware, software, and ancillary services including but not limited to game development, system integration, jackpot management, and regulatory compliance support; and

WHEREAS, Operator desires to engage Partner to supply and operate certain gaming services and equipment at Operator's facility on the terms and conditions set forth herein.

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

1. DEFINITIONS

1.1 "Approved Games" means the specific slot, table, electronic and interactive games listed in Schedule A attached hereto and any replacements or upgrades approved in writing by the Parties. Partner shall provide Schedule A content in the Service Description field below.

1.2 "Gross Gaming Revenue" means all money or credits played into approved devices or systems less amounts returned to patrons as prizes or refunds and less taxes and statutory levies directly attributable to such play, calculated in accordance with generally accepted industry practice.

2. SCOPE AND GRANT

2.1 Grant. Subject to the terms of this Agreement, Partner shall supply, install, configure and, where applicable, operate Approved Games and related systems at Operator's facility. Partner hereby grants Operator a non-exclusive, non-transferable right to operate the Approved Games at the facility during the Term solely in accordance with this Agreement and applicable law.

2.2 Equipment and Software. Partner shall deliver equipment that meets the technical specifications agreed by the Parties. Partner warrants that all software delivered or licensed hereunder shall be free from material defects, shall operate in accordance with documentation, and shall have passed any regulatory certification required by the applicable gaming authority prior to deployment.

3. COMPLIANCE; LICENSING; RESPONSIBLE GAMING

3.1 Regulatory Compliance. Each Party shall obtain and maintain, at its sole cost, all licenses, permits and approvals required by any governmental or gaming regulatory authority to perform its obligations hereunder. Neither Party shall permit operation of any game or device that is not fully compliant with applicable gaming regulations.

3.2 Responsible Gaming. Partner shall incorporate responsible gaming features and procedures required by law and by Operator's policies, including self-exclusion controls, age verification procedures, and conspicuous player information concerning odds and prize payout where required.

4. FEES, REVENUE SHARE AND PAYMENT

4.1 Revenue Share. Operator shall pay Partner a revenue share equal to of Gross Gaming Revenue derived from Approved Games, subject to any minimum guarantees set forth below.

4.2 Minimum Guarantee. Operator/Partner (select applicable): per month shall be paid as a minimum guarantee if applicable.

4.3 Payment Terms. Partner shall invoice Operator monthly in arrears. Operator shall remit undisputed amounts within days of receipt of invoice. Disputed amounts shall be subject to good faith resolution and shall not relieve Operator of its obligation to pay undisputed amounts when due.

5. AUDITS; REPORTING

5.1 Records. Each Party shall maintain complete, accurate and auditable records relating to Gross Gaming Revenue, taxes, and other matters necessary to verify payments due under this Agreement for a period of no less than five (5) years.

5.2 Audit Rights. Upon at least ten (10) business days' prior notice, either Party or an independent auditor retained by a Party and reasonably acceptable to the other Party may audit the other's records relating to revenue and compliance no more than once per calendar year, provided that any such audit shall be limited to the period subject to the audit. If an audit reveals an underpayment in excess of three percent (3%), the audited Party shall promptly pay the shortfall and reimburse reasonable audit costs.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means non-public business, technical, financial and operational information disclosed by one Party to the other in connection with this Agreement, including game source code, pay tables, player data and proprietary algorithms.

6.2 Obligation. Each Party shall (a) keep Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, and (b) use such Confidential Information solely for performance under this Agreement. Exceptions for compelled disclosure and information in the public domain apply.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Partner retains all right, title and interest in and to Partner's software, game designs, source code, firmware and any intellectual property developed prior to or independently of this Agreement. Operator retains ownership of its trade dress, trademarks and patron data to the extent not combined with Partner's systems.

7.2 License to Operator. To the extent necessary for operation of Approved Games, Partner grants Operator a limited, non-exclusive, non-transferable license to use the object code of Partner's software solely at the location(s) identified in this Agreement during the Term.

8. TERM AND TERMINATION

8.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for years, unless earlier terminated in accordance with this Agreement. The Agreement may be renewed as set forth in an executed renewal amendment.

8.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice, provided that breaches involving regulatory noncompliance or jeopardy to licensed status may be cured in such shorter period as required by applicable law.

8.3 Effect of Termination. Upon expiration or termination, Partner shall remove and, if required by Operator, promptly return or render inoperable any Partner-owned equipment and software. Termination shall not relieve either Party of any obligation accrued prior to termination or of indemnification obligations hereunder.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party and its officers, directors, agents and employees (the "Indemnitees") from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of this Agreement, negligent acts, willful misconduct, or failure to comply with applicable gaming laws.

9.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, fraud, or indemnification obligations under Section 9.1, neither Party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability under this Agreement shall be limited to the greater of (a) the sums actually paid under this Agreement in the preceding twelve (12) months or (b) .

10. INSURANCE

Each Party shall maintain commercial general liability, cyber liability and other insurance coverage customary for similarly situated entities and sufficient to cover its obligations under this Agreement. Upon request, each Party shall provide certificates of insurance to the other Party evidencing such coverage.

11. NOTICES

Notices under this Agreement shall be in writing and delivered by certified mail, nationally recognized overnight courier, or personal delivery to the addresses set forth below or to such other address as a Party may specify by notice in accordance with this Section. Notices shall be deemed given upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. No amendment or modification of this Agreement shall be effective unless made in writing and executed by duly authorized representatives of both Parties.

12.2 Waiver. The failure of a Party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent default or failure of performance.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Signatures delivered by electronic means shall be binding for all purposes.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

13.2 Entire Agreement. This Agreement, including all Schedules and Exhibits hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall endeavor to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

SCHEDULE / SERVICE DESCRIPTION

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