JURSIDICTIONS.
IF WAGERLOGIC REASONABLY DETERMINES IN
GOOD FAITH THAT, DUE TO ANY CHANGE IN THE REGULATORY OR FISCAL ENVIRONMENT IN
WHICH WAGERLOGIC OPERATES, IT BECOMES NECESSARY FOR WAGERLOGIC TO LOCATE OR
LICENSE THE GAMING SERVERS RELATED TO THE WAGERLOGIC SYSTEM IN A JURSIDICTION
LISTED ON SCHEDULE 4 IN REPLACEMENT OF, OR IN ADDITION TO, THE JURSIDICTIONS
(THE "ALTERNATIVE JURSIDICTIONS"), THE WPT GROUP SHALL COOPERATE WITH WAGERLOGIC
TO OBTAIN, AT THE LICENSEES' SOLE COST, ALL NECESSARY LICENSES AND CONSENTS
REQUIRED IN THE ALTERNATIVE JURSIDICTIONS IN ORDER TO CARRY ON THE BUSINESS OF
THE LICENSEE GAMING SITES AND TO COMPLY WITH THE PROVISIONS OF THIS AGREEMENT.
ANY ALTERNATIVE JURSIDICTIONS NOT LISTED ON SCHEDULE 4 SHALL REQUIRE THE
LICENSEE'S WRITTEN CONSENT, ACTING REASONABLY.
IT IS EXPRESSLY ACKNOWLEDGED
THAT CERTAIN NON-GAMING RELATED DATA ASSOCIATED WITH THE LICENSEE GAMING SITES
WILL BE HOSTED ON SERVERS LOCATED IN IRELAND, AS MORE PARTICULARLY DESCRIBED IN
SCHEDULE 5 HERETO (THE "NON-GAMING DATA").
WAGERLOGIC MAY, IN ITS SOLE
DISCRETION, MOVE THE HOSTING OF THE SAID NON-GAMING DATA TO ANY JURSIDICTIONS AS
IT MAY DETERMINE, IN THE EVENT THAT WAGERLOGIC IN GOOD FAITH BELIEVES SUCH MOVE
IS IN THE BEST INTERESTS OF ALL WAGERLOGIC LICENSEES, INCLUDING THE LICENSEE.
3.10
SAS 70 REPORT.
ON AN ANNUAL BASIS, WAGERLOGIC SHALL, AT THE
LICENSEE'S SOLE COST AND EXPENSE (PROVIDED THAT, IN THE EVENT THAT THE REPORT IS
16
PROVIDED TO OTHER WAGERLOGIC LICENSEES, THE COST SHALL BE SHARED EQUALLY BY ALL
LICENSEES) HAVE AN INTERNATIONALLY KNOWN PUBLIC ACCOUNTING FIRM PERFORM AN
INDEPENDENT THIRD PARTY ATTESTATION REPORT (I.E., AN AICPA SAS 70 TYPE II,
SYSTRUST, AGREED UPON PROCEDURES, CUSTOM ATTESTATION REPORT ON MANAGEMENT
ASSERTIONS ETC.) TO CONFIRM THAT ITS:
(A)
SOFTWARE SYSTEM HAS APPROPRIATE PHYSICAL
AND LOGICAL CONTROLS IN PLACE TO PREVENT THE ORIGINATION OR PLACING OF BETS FROM
ANY PHYSICAL OR VIRTUAL LOCATION WITHIN THE UNITED STATES OF AMERICA; AND
(B)
INTERNAL CONTROL SYSTEM HAS APPROPRIATE
PROCESSES AND CONTROLS IN PLACE TO PROVIDE REASONABLE ASSURANCE THAT THE
AFOREMENTIONED PHYSICAL AND LOGICAL CONTROLS OPERATE PROPERLY ON A CONTINUOUS
BASIS.
3.11
AUDITING.
WAGERLOGIC WILL KEEP AND MAINTAIN FULL, COMPLETE AND
ACCURATE BOOKS OF ACCOUNT AND RECORDS COVERING ALL TRANSACTIONS RELATING TO THIS
AGREEMENT IN SUFFICIENT DETAIL TO ENABLE THE PAYMENTS PAYABLE HEREUNDER TO BE
DETERMINED AND VERIFIED.
WAGERLOGIC SHALL PERMIT SUCH RECORDS TO BE EXAMINED
FROM TIME TO TIME (UP TO A PERIOD OF NOT LESS THAN THREE (3) YEARS AFTER THE
EXPIRATION OR TERMINATION OF THIS AGREEMENT) BY AUTHORIZED REPRESENTATIVES OF
LICENSEE, INCLUDING SUCH INDEPENDENT AUDITORS AS LICENSEE MAY DESIGNATE, DURING
USUAL BUSINESS HOURS, TO VERIFY TO THE EXTENT NECESSARY THE OPERATION AND
MAINTENANCE OF THE LICENSEE GAMING SITES AND THE PAYMENTS REQUIRED HEREUNDER,
AND LICENSEE AND ITS REPRESENTATIVES SHALL USE REASONABLE EFFORTS TO MINIMIZE
ANY DISRUPTIONS TO WAGERLOGICS' BUSINESS.
PROMPT ADJUSTMENT SHALL BE MADE BY
WAGERLOGIC TO COMPENSATE FOR ANY ERRORS OR OMISSIONS DISCLOSED BY SUCH
EXAMINATION.
IF THE ADJUSTMENT IS MORE THAN FIVE PERCENT (5%) OF LICENSEE NET
REVENUE IN THE LICENSEE'S FAVOR, THEN THE OUT-OF-POCKET COSTS OF SUCH
EXAMINATION SHALL