Totalizator Balls Agreement

TOTALIZATOR BALLS AGREEMENT

This Totalizator Balls Agreement ("Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Supplier is engaged in the manufacture, supply and refurbishment of totalizator balls and related components suitable for use in drawing and wagering systems; and

WHEREAS, Operator operates wagering and racing facilities and desires to purchase and receive delivery of totalizator balls meeting the specifications set forth herein for use in Operator's devices and events; and

WHEREAS, the parties intend to set forth the scope, payment, delivery, acceptance, confidentiality and other terms governing the sale and supply of such totalizator balls.

SCOPE OF WORK

Supplier shall manufacture, provide, package and deliver totalizator balls and related components in accordance with the specifications and schedule agreed by the parties. Supplier shall perform quality control, marking, and initial testing prior to shipment.

DELIVERY AND ACCEPTANCE

Delivery Location:

Scheduled Delivery Date:    Acceptance Inspection Period: days from delivery.

Supplier shall correct at Supplier's expense any nonconforming goods identified during the acceptance period. If Supplier fails to cure within a commercially reasonable time, Operator may reject the goods and obtain replacement goods from Supplier or a third party; Operator's remedies for nonconformity are cumulative.

PAYMENT TERMS

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Operator shall notify Supplier in writing of any disputed amounts within 15 days of invoice.

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice. Additionally, either party may terminate for convenience upon providing days' prior written notice to the other party. Termination shall not relieve Operator of obligation to pay for goods accepted prior to termination.

CONFIDENTIALITY

Each party shall treat as confidential and shall not disclose to any third party any non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"), including but not limited to manufacturing processes, marking schemes, ball numbering, coatings, trade secrets and operational procedures. Confidential Information shall be used solely for performance under this Agreement and may only be disclosed to employees, agents, subcontractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is already known to the recipient at the time of disclosure without an obligation of confidentiality; (c) is independently developed by recipient without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the recipient gives prompt written notice to allow the disclosing party to seek protective measures.

WARRANTY; INDEMNITY

Supplier warrants that for a period of months from the date of acceptance, the goods will materially conform to the specifications and be free from defects in material and workmanship. Supplier's sole obligation and Operator's exclusive remedy for breach of this warranty shall be, at Supplier's option, repair or replacement of nonconforming goods or a refund of the purchase price for such goods.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to any limitations of liability set forth herein.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or a party's breach of its confidentiality or indemnity obligations, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party under this Agreement shall not exceed the total amounts paid or payable by Operator under this Agreement with respect to the specific goods giving rise to 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 its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration if the parties mutually agree; otherwise, disputes shall be resolved in the state or federal courts located in the county of the governing law state.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice. Notices shall be deemed given upon personal delivery, three days after deposit in the United States mail, postage prepaid, or one day after deposit with a nationally recognized overnight courier.

ASSIGNMENT; ENTIRE AGREEMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the obligor's duties hereunder. This Agreement, together with any exhibits or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and negotiations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Force majeure: Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, embargoes, government orders, labor disputes, or shortages of materials, provided that the affected party promptly notifies the other and uses reasonable efforts to resume performance.

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