Gaming Services Agreement

GAMING SERVICES AGREEMENT

This Gaming Services Agreement (the Agreement) is entered into as of by and between Service Provider Name: , a Corporation LLC Individual , with principal place of business at (Provider); and Client Name: , with principal place of business at (Client). Provider and Client are each a Party and collectively the Parties.

RECITALS

WHEREAS, Provider develops, operates and supplies interactive gaming software, services and ancillary technology, including but not limited to game integration, platform hosting, anti-fraud monitoring and analytics (the Services); and

WHEREAS, Client desires to engage Provider to supply certain Services for Client's gaming operations subject to the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the provision and receipt of the Services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Provider shall provide the Services described in the Service Specification attached hereto as Exhibit A and incorporated herein. The Parties may summarize key Services below.

2. TERM AND TERMINATION

2.1 Term. The initial term shall commence on and continue until unless earlier terminated as provided herein.

2.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

2.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice describing the breach.

3. FEES; PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth below and in Exhibit B. The initial fee or retainer is: USD.

3.2 Taxes. Fees are exclusive of taxes. Client shall be responsible for sales, use, value-added and other taxes imposed on payments made under this Agreement, except for taxes based on Provider's net income.

4. INTELLECTUAL PROPERTY

4.1 Provider Ownership. Provider retains all right, title and interest in and to Provider Technology and any modifications, enhancements and derivative works thereof. Provider grants Client a limited, non-exclusive, non-transferable, revocable license to use the Provider Technology solely to receive the Services for the Term.

4.2 Client Materials. Client retains ownership of Client Content. Client grants Provider a worldwide, royalty-free license to use Client Content to perform the Services, to the extent necessary for Provider to provide and support the Services.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is designated confidential or that by its nature would reasonably be considered confidential, including game mechanics, player data, performance metrics, business plans and pricing.

5.2 Obligations. The receiving Party shall: (a) use Confidential Information solely to perform its obligations hereunder; (b) restrict access to such information to employees, agents and contractors with a need to know; and (c) not disclose such information to third parties without prior written consent, except as required by law.

5.3 Return; Survival. Upon termination, each Party shall return or destroy the Confidential Information of the other Party. Confidentiality obligations survive termination for five (5) years, or longer where required by applicable law for personal data.

6. DATA PROTECTION AND GAMING COMPLIANCE

6.1 Data Processing. To the extent Provider processes personal data on behalf of Client, Provider shall process such personal data only on documented instructions from Client, implement appropriate technical and organizational measures, and assist Client in responding to data subject requests.

6.2 Regulatory Compliance. Each Party shall maintain necessary permits, approvals and licenses required by applicable gaming and gambling laws. Provider will cooperate with reasonably requested audits and compliance checks relating to the Services.

7. WARRANTIES; DISCLAIMER

7.1 Mutual Warranties. Each Party represents and warrants that it has the full power and authority to enter into this Agreement and perform its obligations hereunder.

7.2 Provider Warranty. Provider warrants that the Services will materially conform to the Service Specifications during the Term. Client's sole and exclusive remedy for breach of this warranty is for Provider to use commercially reasonable efforts to cure the nonconformity.

7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its affiliates from and against any third-party claims arising from Provider's breach of its warranties or from Provider Technology infringing a third party's intellectual property rights, provided Client gives prompt written notice and reasonable cooperation in the defense.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against claims arising from Client Content, Client's breach of this Agreement, or Client's violation of applicable gaming laws.

9. LIMITATION OF LIABILITY

9.1 Cap. Except for breaches of confidentiality, indemnification obligations, and liability for death or personal injury resulting from negligence, each Party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

9.2 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSS OF PROFITS, REVENUE OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. ASSIGNMENT AND SUBCONTRACTING

10.1 Assignment. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign to an affiliate or to a purchaser of substantially all of its assets or equity without consent.

10.2 Subcontracting. Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for subcontractor performance and compliance with the confidentiality and security obligations set forth herein.

11. INSURANCE

Provider shall maintain commercially reasonable insurance coverage and provide certificates of insurance upon request.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate by notice in accordance with this Section.

13. AMENDMENTS; WAIVER; COUNTERPARTS

Any modification or amendment of this Agreement must be in writing and signed by authorized representatives of both Parties. The failure of either Party to insist upon strict performance of any provision shall not constitute a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

14. 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 laws principles.

15. ENTIRE AGREEMENT

This Agreement, together with all Exhibits and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, 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 most nearly effects the Parties' intent.

17. MISCELLANEOUS

17.1 Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture or employer-employee relationship.

17.2 Publicity. Neither Party shall use the other Party's name, logo or trademarks for advertising or publicity without prior written consent; provided, however, Provider may identify Client as a customer where Client has given prior written approval.

Sign Now