any custom development work, the
parties shall mutually agree on an arrangement for reasonable out-of-pocket
expenses incurred in conjunction with the Professional Services and/or Custom
Development.
3.4
Integration. CyberArts agrees that it will make reasonable
efforts to integrate a casino client and/or sportsbook into the Site at WPT's
direction, subject to an SOW and the Fees listed in Exhibit C.
4.
Delivery, Fees, and Payment.
4.1
DELIVERY AND FEES. CYBERARTS SHALL DELIVER THE LICENSED PRODUCT
ELECTRONICALLY. WPT SHALL PAY CYBERARTS THE APPLICABLE FEES SPECIFIED IN EXHIBIT
A (BASED ON WHETHER IT HAS PURCHASED ON OBJECT OR SOURCE CODE LICENSE AND
WHETHER OR NOT IT HAS ELECTED TO SUBSCRIBE TO SUPPORT AND MAINTENANCE SERVICES)
AND FOR ANY APPLICABLE PROFESSIONAL SERVICES AND CUSTOM DEVELOPMENT, AT THE
RATES LISTED IN EXHIBIT C. ALL PAYMENTS UNDER THIS AGREEMENT SHALL BE DUE WITHIN
THIRTY (30) DAYS OF THE DATE OF CYBERARTS' INVOICE FOR SUCH PAYMENTS. LATE
PAYMENT OF FEES PAYABLE TO CYBERARTS SHALL BEAR INTEREST AT THE RATE OF 1% PER
MONTH (12% PER ANNUM). THE FEES CORRESPONDING TO SUPPORT AND MAINTENANCE
SERVICES SHALL BE DUE UPON THE EFFECTIVE DATE AND THEN ON ANNIVERSARY OF THE
EFFECTIVE DATE THEREAFTER ("SUPPORT AND MAINTENANCE SERVICES RENEWAL") AT THE
FEES LISTED IN EXHIBIT A, PLUS AN INCREASE OF UP TO 9% PER YEAR AS NOTIFIED BY
CYBERARTS TO WPT. A PARTY MAY, HOWEVER, NOTIFY THE OTHER PARTY SIXTY (60) DAYS
PRIOR TO THE ANNIVERSARY OF THE EFFECTIVE DATE OF ITS INTENT TO NOT RENEW
SUPPORT AND MAINTENANCE SERVICES.
4.2
TAXES AND OTHER FEES. THE FEES PAYABLE UNDER THIS SECTION 4 ARE
EXCLUSIVE OF AND WPT SHALL PAY WITHOUT DEDUCTION AND HOLD CYBERARTS HARMLESS
FROM ALL TAXES, DUTIES, VAT, OR OTHER SIMILAR CHARGES (INCLUDING INTEREST AND
PENALTIES) IMPOSED BY ANY COUNTRY OR TAXING AUTHORITY THEREOF, CONNECTED WITH
THIS AGREEMENT, EXCEPT SUCH TAXES AS ARE IMPOSED ON OR MEASURED BY A PARTY'S NET
INCOME OR PROPERTY ("TAXES"). IN THE EVENT CYBERARTS REASONABLY REQUESTS IT, WPT
SHALL PROVIDE EVIDENCE THAT THE APPLICABLE TAXES HAVE BEEN PAID TO THE
APPROPRIATE TAXING AUTHORITY BY DELIVERING TO THE CYBERARTS COPIES OF RECEIPTS
OF THE FILINGS WITHIN A REASONABLE PERIOD OF TIME AFTER SUCH REQUEST.
5.
CONFIDENTIALITY.
5.1
CONFIDENTIAL INFORMATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE
RECEIVED OR MAY RECEIVE CONFIDENTIAL INFORMATION RELATING TO THE OTHER PARTY'S
PRODUCTS (INCLUDING THE LICENSED PRODUCT), CONCEPTS, INVENTIONS, TECHNOLOGY
DOCUMENTATION, BUSINESS AND FINANCIAL PLANS, AND TRADE SECRETS IN CONNECTION
WITH THE PERFORMANCE OF THIS AGREEMENT, TOGETHER WITH SUCH OTHER INFORMATION
DESIGNATED AS CONFIDENTIAL OR PROPRIETARY BY ONE PARTY OR WHICH SHOULD BE
REASONABLY UNDERSTOOD BY THE RECEIVING PARTY AS CONFIDENTIAL INFORMATION OF THE
DISCLOSING PARTY, ("CONFIDENTIAL INFORMATION"). CONFIDENTIAL INFORMATION SHALL
NOT INCLUDE ANY INFORMATION WHICH:
(I) IS OR FALLS INTO THE PUBLIC DOMAIN
WITHOUT FAULT OF THE RECEIVING PARTY; OR (II) THE RECEIVING PARTY CAN DOCUMENT
WAS IN ITS POSSESSION PRIOR TO RECEIPT
3
thereof from the disclosing party; or (iii) the receiving party receives from a
third party with no obligation of confidence to the disclosing party;