Unassociated Document


    Exhibit
      10-18

     

     

    TECHNOLOGY
      LICENCE AGREEMENT

    


    


    THIS
      TECHNOLOGY LICENCE AGREEMENT (the "Agreement") is made as of March 13, 2006,
      by
      and between New Media Lottery Services, Inc. (“Licensor”) and New Media Lottery
      Services International Limited (“Licensee”).

    


    Capitalized
      terms not otherwise defined shall have the meanings set forth in Section
      1.

    


    


    W
      I T N E
      S S E T H:

    


    


    WHEREAS,
      on March 19, 2004 (the “Acquisition Date”), Licensor acquired all of the
      outstanding common shares of Licensee in exchange for shares of its common
      stock; and

    


    WHEREAS,
      on November 25, 2005 (the “Exchange Date”), Licensor transferred all of the
      common shares it owned in Licensee to New Media Lottery Services plc (“New Media
      PLC”) in exchange for all of the outstanding common shares of that corporation;
      and

    


    WHEREAS,
      prior to the Acquisition Date, Licensee had developed certain software,
      technology, processes, methodologies and know-how including, without limitation,
      that related to the implementation, administration and operation of on-line
      and
      wireless device gaming (the “Licensee Technology”); and

    


    WHEREAS,
      from the Acquisition Date through the Exchange Date, all development activities
      relating to the Licensee Technology were carried on through Licensor (said
      developments being herein referred to as the “Licensor Technology”);
      and

    


    WHEREAS,
      it is impossible to determine with specificity which software, technology,
      processes, methodologies and know-how comprises the Licensee Technology and
      which comprises the Licensor Technology; and

     

    WHEREAS,
      in anticipation of the offer by and admission of New Media PLC’s common shares
      to trading on the AIM operated by the London Stock Exchange plc (the
“Admission”), the parties desire that Licensee should have the benefit of all
      technology developed by Licensee and Licensor relating to internet and wireless
      device gaming by causing the Licensor to grant a Licence to licensee of the
      Licensor Technology.

    


    NOW
      THEREFORE, in consideration of the foregoing premises, the mutual covenants
      set
      forth herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, Licensor and Licensee hereby
      agree
      as follows:

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.    CERTAIN
      DEFINITIONS.

    


    Definitions.
      For all purposes of this Agree-ment, except as otherwise expressly provided
      or
      unless the con-text otherwise requires:

    


    “Alladdin
      Agreement”
means
      that certain agreement among the Licensor, Alladdin Limited and Alladdin
      Lotteries Limited dated May 6, 2005.

    


    “Copyrights”
means
      all copyright and rights in the nature of copyright subsisting in any part
      of
      the world (including rights in design and/or databases) to which the Licensor
      may now be or may subsequently be entitled in or in respect of all drawings
      and
      other documents, recordings in any form and all other materials bearing or
      employing any part of the Technology (whether or not registrable or registered)
      including any such materials consisting of or containing software or
      databases.

    


    “Derivative
      Works”
means
      all inventions, discoveries, techniques, systems, methods, processes,
      improvements, developments, enhancements, and modifications (whether or not
      patentable, commercially useful, or reducible to writing or practice) that
      Licensee or Licensor may hereafter, either solely or jointly with others,
      acquire, discover, invent, originate, make, develop or conceive, in whole or
      in
      part, in respect of the Technology.

    


    "Licensee"
      shall
      mean New Media Lottery Services International Limited, a corporation organized
      and existing under Irish law, and all affiliates and any successor thereto
      or
      assignee thereof.

    


    "Licensor"
      means
      New Media Lottery Services, Inc., a Delaware corporation, or any successor
      thereto. 

    


    “Patents”
means
      any existing patents relating to the Technology anywhere in the world, all
      patent applications that may hereafter be filed in any part of the world by
      or
      on behalf of the Licensor relating to the Technology and all patents that may
      be
      granted pursuant to any such applications.

    


    "Proprietary
      Rights"
      means
      any Patents, Copyrights, trademarks, trade secrets, service marks, rights in
      designs, trade or business names or other intellectual property rights (whether
      or not any of these is registered) and including applications for registration
      of any such things and all rights or forms of protection of a similar nature
      or
      having equivalent or similar effect to any of these which may subsist anywhere
      in the world, in each case relating to the Technology and the Derivative Works,
      excluding any Proprietary Rights acquired by or based upon any intellectual
      property licensed to the Licensor under the Alladdin Agreement.

    


    “Technology”
means
      the information, know-how, experience and records (whether or not confidential
      and in whatever form held) including (without limitation) all formulas, designs,
      specifications, drawings, data, documents, manuals and instructions and all
      technical or other expertise and all computer software (including, without
      limitation, both object code and source code) and records, technology, processes
      and methodologies relating to the business of the Licensor as carried on at
      any
      time up to the date of this agreement and developed by or for the Licensor,
      excluding any Technology acquired by or based upon any intellectual property
      licensed to the Licensor under the Alladdin Agreement.

    
      
        
        

      

      
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    2.    GRANT
      OF
      LICENCE.

    


    2.1.    GRANT
      OF
      ROYALTY-FREE LICENCE. Licensor hereby grants to licensee during the Term (as
      herein defined) the exclusive, worldwide right and licence to practice, use,
      execute, reproduce, display, modify and exploit in any manner whatsoever the
      Technology and to use the Proprietary Rights for such purpose and to prepare,
      create, develop and exploit in any manner whatsoever the Derivative Works and
      to
      use and exploit in any manner whatsoever the Proprietary Rights for such
      purpose, including, without limitation, the right to, use and sell, and to
      sub
      licence others to manufacture; have manufactured, use and sell, products and/or
      services based on or incorporating the Technology in part or in whole, in any
      and all applications throughout the world. Without limiting the generality
      of
      the foregoing, Licensor agrees that Licensee's rights under this Agreement
      shall
      include, without limitation, the exclusive right to grant sub licences to such
      persons, for such territories and on such terms as Licensee, in its discretion,
      determines to be appropriate. The Licensee shall be entitled to a licence under
      any Patents so far as the same extend to any act of the Licensee licensed under
      this clause and the Licensor shall enter into a licence in the form required
      by
      the Licensee for the purpose of registering any patent licence so
      granted.

    


    2.2.    SUBLICENCE
      RIGHTS. Licensee shall have the unlimited right to grant sub licences of the
      rights granted under Section 2.1 to any person throughout the
      world.

    


    2.3.    DERIVATIVE
      WORKS. Licensee will be the owner of any and all right, title and interest
      (including, without limitation, all Proprietary Rights) in and to any and all
      Derivative Works, free of any claims or rights whatsoever of the
      Licensor.

    


    2.4.    EXCLUSIVITY.
      The licence granted pursuant to this Agreement is an exclusive licence, and
      Licensor accordingly shall have no right to practice, use, modify or exploit
      in
      any way whatsoever or to license others to practice, use, modify or exploit
      whatsoever any of the Technology or the Proprietary Rights or the Derivative
      Works for any purpose.

    


    2.5.    REGISTRATION
      OF PATENTS AND COPYRIGHTS. Licensee shall be entitled, at its own expense,
      to
      prepare and file upon written notice to Licensor and in the name of Licensor
      and
      Licensee in any jurisdiction any where in the world applications for letters
      patent, copyrights and any other protection covering the Technology, it being
      agreed by the parties that the consideration for taking any such rights in
      the
      name of Licensee shall be the expense incurred in connection with the
      preparation and filing of the documents required to obtain such protection.
      

    


    2.6.    DELIVERABLES.
      Upon the execution of this Agreement, Licensor will deliver to licensee the
      Technology so as to permit Licensee to practice, use, execute, reproduce and
      display the Technology and to exercise all rights granted to the Licensee under
      this agreement.

    
      
        
        

      

      
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    2.7.    LICENCE
      FEE. In consideration of the grant of the licence under clause 2.1, upon the
      execution of this Agreement, Licensee will deliver to Licensor a non-interest
      bearing promissory note in the principal amount of One Hundred Thousand Dollars
      ($100,000) dated the date hereof, payable in four equal installments at the
      conclusion of each three month period after Admission of LTD’s common shares to
      trading on the AIM, a copy of the form of which is attached hereto as Exhibit
      A
      (the “Note”).

    


    2.7.    FURTHER
      ASSURANCES. Licensor shall from time to time, at the request of Licensee and
      without further cost or expense to licensee, execute and deliver such other
      instruments evidencing the licence granted hereby and transfer and take such
      other actions as Licensee may reasonably request, in order to permit Licensee
      to
      practice, use, execute, reproduce and display the Technology and to exercise
      all
      rights under this agreement.

    


    3.    TERM.
      The
      licence granted in clause 2 shall remain in effect in accordance with its terms
      for a period of ten (10) years from the date of this Agreement. This Agreement
      and all obligations of Licensor hereunder shall remain in full force and effect
      following any merger, sale or dissolution of Licensor. This Agreement and all
      obligations of Licensor hereunder shall remain in full force and effect
      following any merger of Licensee with or into another entity and following
      any
      transfer of all or any portion of the outstanding stock or of all or any portion
      of the assets of Licensee.

    


    4.    REPRESENTATIONS
      AND WARRANTIES.

    


    Licensor
      hereby represents and warrants, as of the date, as follows:

    


    4.1.    Ownership
      of Rights.
      Licensor is the owner of, and has good and valid title to, the Technology being
      licensed hereunder, subject to any pre-existing rights which Licensee already
      may have therein, free and clear of any liens, security interests, licences,
      charges, encumbrances, equities, claims, rights, entitlements or restrictions
      whatsoever. Licensor is not a party to and is not bound by any agreement or
      understanding, (whether written, oral, express, or implied) relating to any
      of
      the Technology, and there is no agreement, arrangement, understanding, judgment,
      order, or decree to which any of the Technology is subject. Licensor does not
      own any Technology which is not being licensed hereby, other than certain
      developments made to intellectual property acquired under the Alladdin Agreement
      which are being licensed to Licensee under a separate agreement between the
      parties.

    


    4.2.    Organization
      and Qualification.
      Licensor is a corporation duly organized, validly existing and in good standing
      under the laws of State of Delaware and is duly licensed or qualified to
      transact business as a foreign corporation in the State of Virginia and is
      in
      good standing in the State of Virginia.

    


    4.3.    Corporate
      Power and Authority.
      Licensor has the corporate power and authority to own and hold its properties
      and to carry on its business. Licensor has the corporate power and authority
      to
      execute, deliver and perform this Agreement and the other documents and
      instruments contemplated hereby. The execution, delivery and performance of
      this
      Agreement and the documents contemplated hereby and the consummation of the
      transactions contemplated hereby have been duly authorized and approved by
      Licensor. This Agreement and each of the other agreements, documents and
      instruments to be executed and delivered by Licensor have been duly executed
      and
      delivered by, and constitute the legal, valid and binding obligation of,
      Licensor enforceable against Licensor in accordance with their
      terms.

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    4.4.    Validity,
      Etc.
      Neither
      the execution and delivery of this Agreement and the other documents and
      instruments contemplated hereby, the consummation of the transactions
      contemplated hereby or thereby nor the performance of this Agreement and such
      other agreements in compliance with the terms and conditions hereof and thereof
      will (i) violate, conflict with or result in any breach of any trust agreement,
      certificate of incorporation, bylaw, judgment, decree, order, statute or
      regulation applicable to Licensor or any arrangement, agreement or understanding
      to which the Licensor is a party or otherwise relating to the Technology, (ii)
      require any consent, approval, authorization or permit of, any governmental
      or
      regulatory authority or any other person, or (iii) violate, conflict with or
      result in a breach, default or termination of, or give rise to any right of
      termination, cancellation or acceleration of the maturity of any payment date
      of, any of the obligations of Licensor. The exercise of the rights granted
      or to
      be granted to the Licensee hereunder will not result in the infringement of
      valid patents or other intellectual property rights of any nature whatsoever
      of
      any third party.

    


    4.5.    No
      Known Infringement.
      To the
      Company’s direct knowledge, the Technology does not violate or infringe upon any
      copyright, trademark, patent, trade secret or right of any person.

    


    5. PROTECTION
      OF TECHNOLOGY AND PROPRIETARY RIGHTS

    


    5.1.    Confidential
      Information.
      The
      Licensor agrees that all aspects of the Technology, the Derivative Works and
      the
      Proprietary Rights shall be treated as confidential information by the Licensor
      and shall not be disclosed to any person, other than employees of Licensor
      and
      except as otherwise required by law. 

    


    5.2.    Action
      upon Infringement.
      In the
      event of any infringement or breach by a third party of any of the Proprietary
      Rights, the Licensee may take all steps to halt such infringement and may
      request the Licensor to lend its name to any proceedings brought in relation
      thereto and to provide reasonable assistance in connection with such
      proceedings. Any damages recovered shall be for the account of the
      Licensee.

    


    6.    MISCELLANEOUS.

    


    6.1.    Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. 

    


    6.2.    Governing
      Law.
      This
      Agreement and the legal relations among the parties hereto shall be governed
      by
      and con-strued in accordance with the laws of the State of Delaware, with-out
      regard to its conflicts of law doctrine.

    
      
        
        

      

      
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    6.3.    Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original
      thereof.

    


    6.4.    Notices.
      Any
      notice, demand, consent, request, or other communication required or permitted
      to be delivered hereunder to either party hereto (the "receiving party") shall
      be in writing and shall be deemed properly delivered, given, and received on
      the
      earlier of (i) the date of actual delivery of such notice, demand, consent,
      request, or other communication to the receiving party at the address set forth
      beneath the name of the receiving party below (or at such other address as
      the
      receiving party shall have specified in a written notice delivered to the other
      party hereto); or (ii) the date three business days after the date on which
      such
      notice, demand, consent, request, or other communication is deposited with
      a
      mail carrier in the country in which the sending party is resident as registered
      or certified mail, postage prepaid, with return receipt requested, addressed
      to
      the receiving party at the address set forth beneath the name of the receiving
      party below (or at such other address as the receiving party shall have
      specified in a written notice delivered to the other party hereto):

    


    
      	
              Licensor:

            	
              New
                Media Lottery Services, Inc.

            
	 	
              370
                Neff Avenue

            
	 	
              Suite
                L

            
	 	
              Harrisonburg,
                Virginia 22801

            


    

    


    
      	
              Licensee:

            	
              New
                Media Lottery Services International Limited

            
	 	
              New
                Media Lottery Services plc

            
	 	
              51/52
                Fitzwilliam Square

            
	 	
              Dublin
                2

            
	 	
              Ireland

            


    

    


    6.5.    Headings.
      The
      underlined headings contained in this Agreement are for convenience of reference
      only, shall not be deemed to be a part of this Agreement and shall not be
      referred to in connection with the construction or interpretation of this
      Agreement.

    


    6.6.    Specific
      Performance.
      Licensor acknowledges that the obligations and other provisions contained in
      this Agreement are reasonable and necessary to protect the legitimate business
      interests of Licensee, and that any breach or violation of any of such
      obligations or other provisions will result in irreparable injury to licensee
      for which damages will not be an adequate remedy. Licensor therefore
      acknowledges and agrees that if it breaches or violates or threatens to breach
      or violate any of the obligations or other provisions contained in this
      Agreement, then (in addition to any compensatory, punitive, or other damages
      that Licensee shall be entitled to recover) Licensee shall be entitled to obtain
      preliminary and permanent injunctive relief and shall be entitled to obtain
      other equitable relief and exercise other equitable remedies in connection
      with
      such breach or violation or threatened breach or violation, at Licensee's
      election. If Licensee is required to post a bond or provide any other security
      in connection with any suit, action, or other legal proceeding in which Licensee
      seeks to obtain equitable or other relief in connection with any such breach
      or
      violation or threatened breach or violation, then Licensor shall reimburse
      Licensee for the cost of such bond or other security in the event that Licensee
      obtains equitable or other relief (other than ex parte relief or preliminary
      injunctive relief) in connection with such suit, action, or other legal
      proceeding. 

    
      
        
        

      

      
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    6.7.    Assignment.

    


    (a)
      Licensor shall not (whether voluntarily, involuntarily, by operation of law,
      or
      otherwise) (i) sell, transfer, or assign any of the Technology or any interest
      in any of the Technology; (ii) pledge or encumber any of the Technology or
      any
      interest in any of the Technology; (iii) sell, transfer, or assign any of
      Licensor's rights under this Agreement; or (iv) delegate any of Licensor's
      obligations under this Agreement. Any attempted or purported sale, transfer,
      or
      assignment by Licensor of any of the Rights or any interest therein or of any
      rights under this Agreement in violation of this Section 6.7, and any attempted
      or purported delegation by Licensor of any of his obligations under this
      Agreement in violation of this Section 6.7, shall be null and void and of no
      force or effect, and shall not bind or be recognized by Licensee.

    


    (b)
      Licensee may, at its election, assign any or all of its rights or delegate
      any
      or all of its obligations under this Agreement to any affiliates or to any
      person or entity that acquires or otherwise succeeds to (whether by merger,
      acquisition of assets, or otherwise) all or any portion of Licensee's assets
      or
      business. In the event Licensee assigns its rights and delegates its obligations
      under this Agreement as permitted by this Section 6.7(b). Licensee shall
      automatically (and without the necessity of any further action on the part
      of
      Licensor) be fully and unconditionally released and discharged from all of
      its
      obligations under this Agreement.

    


    6.8.    Successors
      and Assigns.
      Subject
      to the provisions of Section 6.7 of this Agreement, this Agreement shall inure
      to the benefit of Licensor and to the benefit of Licensee. Subject to the
      provisions of Section 6.7 of this Agreement, this Agreement shall be binding
      upon (a) Licensor and its successors and assigns; and (b) Licensee and its
      successors and assigns. The provisions of this Agreement are not intended to,
      and shall not, provide any rights or remedies to any sublicence of the
      Technology or to any other person.

    


    6.9.    Severability.
      In the
      event that any provision of this Agreement, or the application of such provision
      to any person or set of circumstances, shall be determined to be invalid,
      unlawful, void, or unenforceable to any extent, the remainder of this Agreement,
      and the application of such provision to persons or circumstances other than
      those as to which it is determined to be invalid, unlawful, void, or
      unenforceable, shall not be affected and shall continue to be valid and
      enforceable to the fullest extent permitted by law.

    


    6.10.    Entire
      Agreement.
      This
      Agreement sets forth the entire understanding of the parties hereto with respect
      to the subject matter of this Agreement and supersedes all prior agreements
      and
      understandings between the parties hereto relating to the subject matter of
      this
      Agreement.

    
      
        
        

      

      
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    6.11.    Waiver.
      No
      failure on the part of either party hereto to exercise any power, right,
      privilege, or remedy hereunder, and no delay on the part of either party hereto
      in exercising any such power, right, privilege, or remedy, shall preclude any
      other or further exercise thereof or of any other power, right, privilege,
      or
      remedy.

    


    6.12.    Additional
      Documents and Actions.
      Licensor agrees to execute and deliver, or cause to be executed and delivered,
      such agreements, instruments, and documents (including, without limitation,
      a
      memorandum of licence suitable for recording in any relevant Patent and/or
      Trademark Office and satisfactory in form and substance to Licensee), and to
      take such other actions, as Licensee reasonably determines to be necessary
      or
      appropriate for the purpose of effectuating, evidencing, implementing, or
      facilitating the consummation of any of the transactions contemplated by this
      Agreement or for the purpose of enabling Licensee to enforce any of its rights
      under this Agreement.

    


    6.13.    Nonexclusivity.
      The
      rights and remedies of Licensee under this Agreement are not exclusive of or
      limited by or in limitation of any other rights or remedies (including, without
      limitation, any rights of set off) which Licensee may have, whether at law,
      in
      equity, by contract or otherwise, all of which shall be cumulative. Without
      limiting the generality of the foregoing, the rights and remedies of Licensee
      under this Agreement, and the obligations and liabilities of Licensor under
      this
      Agreement, are in addition to their respective rights, remedies, obligations,
      and liabilities under the law of unfair competition, misappropriation of trade
      secrets, and the like.

    


    IN
      WITNESS WHEREOF, Licensor and Licensee have caused this Agreement to be executed
      as of the date first above written.

     

    
 

    
      	 	
              Licensor:

               

              NEW
                MEDIA LOTTERY SERVICES, INC.

              


              By:___________________

            
	 	 
	 	
              Licensee:

               

              NEW
                MEDIA LOTTERY SERVICES

              INTERNATIONAL
                LIMITED  

              


              By:____________________

            


    

     

    


    


    
      
        
        

      

      
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