Exhibit 10.1


 


World Poker Tour Series


Season VII


Sponsored Episodes Agreement


 


Date:  As of September 15, 2008 (“Effective
Date”)


 


	
  WPTE
  Sponsorship Partner Name and Address:

  	
   

  
	
   

  	
   

  
	
  Pocket
  Kings (“Sponsorship
  Partner”)

  	
  WPT Enterprises, Inc. (“WPTE”)

  
	
   

  	
   

  
	
  3rd Floor, Block
  AD

  	
  5700 Wilshire Blvd.,
  Suite 350

  
	
   

  	
   

  
	
  Cherrywood Business
  Park

  	
  Los Angeles, CA 90036

  
	
   

  	
   

  
	
  Loughlinstown, Dublin,
  Ireland 18

  	
  Telephone: 323-330-9900

  
	
   

  	
   

  
	
   

  	
  Facsimile:    323-330-9902

  



 


This
Television Sponsorship Agreement, which along with the “General Terms and
Conditions” attached hereto shall be referred to hereinafter as the “Agreement”.  The Parties Agree to the following:


 


I.                                       Type/Category: Television
Sponsorship Agreement.


 


II.                                   Name of Sponsored
Episode:  Certain World Poker Tour
Season VII “Full Tilt” branded episodes of the Season VII series as set forth in
Attachment B (each branded episode a “Episode” or “Sponsored Episode”,
collectively, the “Episodes” or “Sponsored Episodes”).


 


III.                               Exclusivity: Sponsorship
Partner will be the only “.net” educational poker sponsor entitled to in-show
sponsorship within the Sponsored Episodes during the Term in the Territory.


 


IV.                              Term/Promotional Period: 
The term of this Agreement shall commence as of the Effective Date and
continue until the longer of (a) One (1) year from the Effective Date
or; (b) until the Minimum Runs have been met but in no event longer
than  Two (2) years after the
Effective Date(i.e., four airings) (“Term”).


 


V.                                  Territory: 
United States (the “Primary Territory”) and Mexico (the “Bonus Territory”)
(collectively, “Territory”).


 


VI.                              WPTE Obligations in
Regard to Episode Branding:  Provided that
the Sponsorship Fee is paid, WPTE shall:


 


a.               Provide branded sponsorship integrations as set forth
in more detail on Attachment A (the “Branded Integrations”) for Sponsored
Episodes Broadcast during the Term in the Territory.


 


b.               Cause the Sponsored Episodes containing the Branded
Integrations to be broadcast on Fox Sports Network a minimum of Four Times (the
“Minimum Runs”) during the Term in the Primary Territory.


 


c.               Cause the Sponsored Episodes containing the Branded
Integrations to be broadcast on “Mexico” Network a minimum of Four Times (the “Minimum
Runs”) during the Term in the Bonus Territory, provided if, subject to the
making of reasonable efforts, such broadcast or only partial broadcast is not
secured, nothing shall reduce the Sponsorship Fee nor shall the same constitute
a breach hereof.


 


d.               Provide Four (4) commercial spots per Episode in
at least Two (2) airings of the Episode during the Term and in the Primary
Territory.  WPTE will use best efforts to
insure that one commercial spot will run in each quarter hour and that no FTP
ad will run after show content is over in the last commercial pod.  WPTE represents that the Episodes are
scheduled to air in prime time at 8 p.m. Sunday with a repeat later in the
week.


 


1

















 


VII.                          Sponsorship Partner
shall be responsible to WPTE for the following: Sponsorship Partner shall
Pay WPTE a fee of: Three Million, Two Hundred and Fifty Thousand U.S. Dollars
($3,250,000 USD).  Payments shall be made
in Four Equal installments as follows:  
Eight Hundred Twelve Thousand Five Hundred U.S. Dollars ($812,500 USD)
upon Execution of this Agreement; Eight Hundred Twelve Thousand Five Hundred
U.S. Dollars ($812,500 USD) on or before first broadcast airing of episode No. 8
; Eight Hundred Twelve Thousand Five Hundred Dollars  ($812,500 USD) on or before first broadcast
airing of episode No. 16; and Eight Hundred Twelve Thousand Five Hundred
Dollars  ($812,500 USD) on or before
first broadcast airing of episode No. 24 
(the “Sponsorship Fee”).  The payment schedule assumes that episodes
begin broadcasting in December of 2008. 
If broadcast is delayed, Payments 2, 3 and 4 will be shifted an amount
of time equal to that delay.


 


ADDITIONAL
TERMS AND CONDITIONS TO THIS SPONSORSHIP AGREEMENT ARE SET FORTH ON THE NEXT
PAGE(S) UNDER THE HEADING “GENERAL TERMS AND CONDITIONS.”


 


In Witness Whereof, the
parties have executed this Agreement as of the date first set forth above.


 


	
  WPT
  Enterprises, Inc. (“WPTE”)

  	
   

  	
  Pocket Kings (“Sponsorship
  Partner”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Adam J. Pliska

  	
   

  	
   

  	
  By:

  	
  /s/
  Ian J. Imrich

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Adam J. Pliska

  	
   

  	
  Name:

  	
  Ian J. Imrich

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  General Counsel

  	
   

  	
  Title:

  	
  General Counsel

  



 


2

















 


GENERAL TERMS AND CONDITIONS


 


1.             Approvals and Controls.  Sponsorship Partner shall submit Sponsorship
Partner Trademarks to WPTE for inclusion in the Sponsored Episodes.  WPTE shall endeavor to use the marks as
provided by Sponsorship Partner, provided however, WPTE and the broadcast
network shall have final approval and control in all matters including over
Sponsorship Partner’s Trademark inclusion 
(“Approval(s)” or “Approved”).


 


2.             Trademark and Other Intellectual
Property Rights.  Sponsorship Partner’s
brand(s) and all related logos, taglines, labels and other designs and
product identification (collectively “Sponsorship Partner’s Trademarks”) are
Sponsorship Partner’s property, and WPTE’s brand(s) and all related logos,
taglines, labels and other design and product identification (collectively, “WPTE’s
Trademarks) are WPTE’s property.  The use
of a party’s Trademarks inure to the benefit of the party that holds the
Trademark, and all rights in a party’s Trademark under trademark or copyright
law or any other basis shall be the exclusive property of the party that holds
the Trademark.  Sponsorship Partner
grants to WPTE, subject to the terms and conditions of this Agreement, the
non-exclusive, non-assignable and non-transferable right to use the Sponsorship
Partner’s Trademarks in connection with the obligations of this Agreement.


 


3.             Website Compliance.  Sponsorship Partner agrees to execute the
website compliance affidavit, attached as Attachment C and incorporated by
reference herein.


 


4.             Insurace.  Each party will maintain commercially
reasonable and adequate insurance coverage to cover the risks associated with
their activities and obligations in connection with this Agreement.  Sponsorship Partner agrees to add WPTE as an “additional
insured” on Sponsorship Partner’s general liability insurance.  A certificate of insurance showing coverage
and the additional insured shall be furnished to WPTE upon execution hereof.


 


5.             Indemnity.


 


a.  Sponsorship Partner will
indemnify, protect, defend and hold harmless WPTE, its parent, subsidiary and
affiliated corporations, and its and their respective directors, officers,
employees and agents, from and against any and all claims, liabilities, losses,
damages, injuries, demands, actions, causes of action, suits, proceedings,
judgments and expenses, including reasonable attorneys’ fees, court costs and
other legal expenses including, without limitation, those costs incurred at the
trial and appellate levels and in any bankruptcy, reorganization, insolvency or
other similar proceedings, and any other legal expenses (collectively, “Claims”)
arising from or connected with (i) any breach by Sponsorship Partner of
any provision hereof or the inaccuracy or breach of any warranty or
representation made by Sponsorship Partner herein or (ii) infringement of
copyright or trademark, resulting from the use and/or display of Sponsorship
Partner’s Trademarks as contemplated hereby.


 


b.  WPTE will indemnify, protect,
defend and hold harmless Sponsorship Partner, its parent, subsidiary and
affiliated corporations, and its and their respective directors, officers,
employees and agents, from and against any and all Claims arising from or
connected with (i) any breach by WPTE of any provision hereof or the
inaccuracy of any warranty or representation made by WPTE herein, (ii) infringement
of copyright or trademark, resulting from the use and/or display of WPTE’s
Trademarks as contemplated hereby; and/or 
(iii) WPTE’s  use of
Sponsorship Partner’s Trademarks in a manner that has not consistent with the
obligations of this Agreement.


 


c.  Each party shall give the
other party prompt notice of any Claim brought against it coming within the
purview of these indemnities.  Within
five (5) business days after receipt of such notice, the indemnitor shall
undertake the defense of each such Claim with counsel satisfactory to and
approved by the indemnitee.  If the
indemnitor fails to undertake and sustain the defense of any Claim in the
manner required by this Section 5(c), the indemnitee may engage separate
counsel, pay, settle or otherwise finally resolve such Claim for the account
and at the risk and expense of the indemnitor. 
Any payment, settlement or final resolution otherwise by the indemnitee
shall release the indemnitor from liability for such Claim.  If the indemnitor undertakes the defense of a
Claim in the manner required by this Section 5(c), the indemnitee may, at
its own expense, engage separate counsel and participate in the defense of any
Claim brought against it.


 


d.  The foregoing indemnification
provisions shall survive the expiration or termination of this Agreement.


 


6.             Limitation of Liability.  Neither Party will be liable to the other
under or in connection with this Agreement, whether in contract, tort
(including negligence), misrepresentation (other than where made fraudulently),
breach of statutory duty, or otherwise for: any loss of business, contracts,
profits, anticipated savings, goodwill, or revenue; or for any indirect or
consequential loss whatsoever incurred by a Party whether or not the party
relying on this provision was advised in advance of the possibility of any such
loss. Nothing in this Agreement shall exclude or restrict either Party’s
liability for fraud, death or personal injury resulting from that Party’s
negligence.  The total aggregate
liability for WPTE under this Agreement shall be limited to the actual moneys
it received under this Agreement for the applicable Tour only.


 


7.             Warranty.  Sponsorship Partner represents and warrants
that: (a) Sponsorship Partner’s purchase of rights under this Agreement is
not conditioned on any agreement or understanding that either WPTE or any
person, firm or company affiliated with or otherwise related to WPTE will
require any retail licensee to purchase any goods licensed by, produced, sold
or offered for sale by Sponsorship Partner; 
(b) it has the power and authority to enter into, execute, deliver
and fully perform its obligations under this Agreement, and such execution and
delivery and the performance by Sponsorship Partner of its obligations
hereunder do not and will not violate or cause a breach of any other agreements
or obligations to which it is a party or by which it is bound; (c) this
Agreement, when executed and delivered by Sponsorship Partner, will be its
legal, valid and binding obligation enforceable against Sponsorship Partner in
accordance with its terms, except to the extent that enforcement thereof may be
limited by bankruptcy, insolvency or other similar laws affecting creditors’
rights generally;  (f) Sponsorship
Partner’s Trademarks shall not violate or infringe upon the rights (including,
without limitation, any copyright, trademark, service mark, literary, right of
privacy or publicity, or tort or contract right) of any third party; (g) Sponsorship
Partner’s website shall at all times, comply with the Website Affidavit set out
in Attachment C and this warranty shall survive any termination or expiration
of this Agreement; and (h) Sponsorship Partner shall pay the Sponsorship
Fee and the dates indicated as set forth in this Agreement.


 


WPTE
represents and warrants that: (a) it has the power and authority to enter
into, execute, deliver and fully perform its obligations under this Agreement,
and such execution and delivery and the performance by WPTE of its obligations
hereunder do not and will not violate or cause a breach of any other agreements
or obligations to which it is a party or by which it is bound; and (b) this
Agreement, when executed and delivered by WPTE, will be its legal, valid and
binding obligation enforceable against WPTE in accordance with its terms,
except to the extent that enforcement thereof may be limited by bankruptcy,
insolvency or other similar laws affecting creditors’ rights generally.


 

















 


In
addition to being true as of the date first written above, each of the
foregoing representations, warranties and covenants shall be true at all times
during the Term hereof and, except as provided for above, during all times
thereafter.  Each party acknowledges that
each of such representations, warranties and covenants are deemed to be
material and have been relied upon by the other party notwithstanding any
investigation by the other party.


 


8.             Termination.  In addition to the rights of the Parties set
forth herein, and without prejudice to any other rights and remedies, either
Party may terminate this Agreement, by written notice to the other Party, upon
the occurrence of any of the following:  (a) the
admission by the other Party of its inability to pay its debts as they fall
due; (b) the filing of a voluntary petition in bankruptcy by the other
Party; (c) the filing of an involuntary petition to have the other Party
declared bankrupt, provided such petition shall not have been dismissed, stayed
or vacated within sixty (60) days thereafter; (d) the appointment of a
receiver or trustee for the other Party or for any substantial portion of its
assets; (e) the making by the other Party of an assignment for the benefit
of creditors or the settlement or compounding by the other Party of claims with
its creditors; (f) the discontinuance of business by the other Party; (g) the
breach or default of an obligation, which default is not cured within ten (10) days
following written notice of such default to the defaulting party; or (h) if
any of the representations and/or warranties hereunder by the other Party shall
prove to be untrue, inaccurate or breached in any material respect.


 


WPTE
may terminate this Agreement if WPTE’s Board of Directors reasonably determines
that one or more provisions of this Agreement, an affiliation with Sponsorship
Partner, or individuals employed by Sponsorship Partner (a “Defect”) could
jeopardize any gaming regulatory license or permit held or applied for by WPTE
or Lakes Entertainment, Inc., wherein such Defect remains uncured for
thirty (30) days after notification by WPTE to Sponsorship Partner in writing.


 


Notwithstanding
anything to the contrary contained in the foregoing, in no event shall the
termination or expiration of this Agreement, for cause of otherwise, terminate
the license from Sponsorship Partner to WPTE respecting Sponsorship Partner’s
Trademarks to continue to distribute, exhibit and exploit the television series
and/or Sponsored Episodes produced in connection with this Agreement or any
parts or elements thereof occurring prior to such termination or expiration, or
the use, publication or dissemination of any advertising in connection
therewith, in any and all media now known or hereafter derived in perpetuity
throughout the universe


 


As
used herein, a “Force Majeure” event shall mean the interruption of or material
interference with either party’s business or activities by any cause or
occurrence not within such party’s control, including, but not limited to,
fire, flood, epidemic, earthquake, explosion, terrorist threat or activity,
public health emergency (e.g., SARS), act of God or public enemy, satellite or
equipment failure, riot or civil disturbance, war (declared or undeclared), or
any federal, state or local government law, order or regulation, or order of
any court.  Delay or non-performance of
the parties’ respective obligations hereunder due to a Force Majeure event
shall not be deemed a breach of the Agreement.


 


9.             Compliance With the Law.  If a reasonable basis exists for believing
that any provision of this Agreement violates any (i) federal, state or
local law or regulation, or (ii) code, rule, regulation or directive
adopted by an industry trade association affecting either party’s performance
of the Agreement (collectively, “Law”), then the parties shall promptly modify
this Agreement to the extent necessary to bring about compliance with such Law;
provided, however, that if such modification would cause this Agreement to fail
in its essential purpose or purposes, it shall be deemed terminated by mutual
agreement of the parties.


 


10.           Waiver of Injunctive  Relief.    In the event of any breach by WPTE of this
Agreement or any of WPTE’s obligations hereunder, the rights and remedies of
Sponsorship Partner shall be limited to the right to recover damages, if any,
in an action at law, and Sponsorship Party hereby waives any right or remedy in
equity, including without limitation any right to terminate the exhibition of
the Episode or any other right granted to WPTE hereunder and/or to seek
injunctive or other equitable relief to enjoin, restrain or otherwise impair in
any manner the production, distribution, exhibition, promotion or other
exploitation of the television series and/or Sponsored Episodes produced or any
parts or elements thereof.


 


11.           Miscellaneous.


 


a.  This Agreement constitutes the
entire understanding between the parties with respect to the subject matter
hereof and supersedes all prior or contemporaneous agreements, promises,
understandings or representations, written or oral, in regard thereto.  This Agreement cannot be modified except by
an agreement in writing signed by authorized representatives of both parties
and specifically referring to this Agreement. 
The paragraph headings set forth herein are for convenience only and do
not constitute a substantive part of the Agreement.  This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which shall
constitute the same instrument.  The
execution of this Agreement by facsimile shall be deemed to be an original
execution of this Agreement.


 


b.  The failure of either party to
object to or to take affirmative action with respect to any conduct of the other
party which is in violation of the terms hereof shall not be construed as a
waiver thereof, nor of any future breach or subsequent wrongful conduct.  The rights and remedies set forth herein are
intended to be cumulative, and the exercise of any one right or remedy by
either party shall not preclude or waive its exercise of any other rights or
remedies hereunder or pursuant to law or equity.


 


c.  The parties shall be and act
as independent contractors, and under no circumstances shall this Agreement be
construed as one of agency, partnership, joint venture or employment between
the parties.  Each party acknowledges and
agrees that it neither has nor will give the appearance or impression of having
any legal authority to bind or commit the other party in any way.


 


d.  Neither party shall assign, transfer or
pledge this Agreement, or any interest or rights of any kind herein, without
the prior written consent of the other party, except WPTE may assign this
Agreement in connection with a merger, reorganization or sale of all or
substantially all of the business or equity interests.  Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties and their
successors and assigns.


 


        e. 
The parties acknowledge that the terms and conditions of this Agreement
are confidential, and that, unless compelled by law (and then only to the
minimum extent necessary), no party shall publicly disclose any of the terms
and conditions of this Agreement to any third party; provided, however, that
WPTE may disclose the terms of this Agreement in its normal course of
business.  In addition, neither party
shall disclose to any third party, without the prior written consent of the
other party, any confidential information or trade secret of the other party
learned during the performance of this Agreement, and any such confidential
information or trade secret shall be used only for the purpose of performing
the obligations hereunder.  The foregoing
shall not be deemed to prohibit any disclosures made for the parties’ internal
purposes, to its direct and indirect parents, subsidiaries and affiliates and
its and their respective directors, officers, and employees and their outside
attorneys, auditors, consultants or accountants on a confidential, investors or
representatives of investors, on a need-to-know basis, and/or to any
disclosures which may be required by any applicable law, rule or
regulation, filing requirement or by order or decree by any court of competent
jurisdiction.  This Paragraph shall
survive the expiration or earlier termination of this Agreement.


 

















 


f.  Should any party commence
legal action to interpret or enforce the terms of this Agreement, the
prevailing party in such action shall be entitled to recover reasonable
attorneys’ fees and costs, including those incurred at the trial and appellate
levels and in any bankruptcy, reorganization, insolvency or other similar
proceedings.


 


g.  Failure to enforce compliance
with any term or condition of this Agreement will not constitute a waiver of
such term or condition, nor shall it restrict the right to subsequently enforce
such term or condition in the future.


 


h.              This Agreement
shall be deemed to have been made and entered into in the Republic of Ireland
without regard to its principles of conflicts of laws, and shall be governed by
the laws of Ireland. The parties agree that any dispute related to this
Agreement must be venued in any court of competent jurisdiction in Ireland and
the Parties submit to the exclusive jurisdiction thereof.


 


i.                 The following
provisions shall survive any termination or expiration of this Agreement: Sections 2, 5, 6, 7, 8, 9, 10, and 11.