TO THE LICENSEE ONE (1) ADDITIONAL VIRTUAL POKER ROOM IN
CALENDER 2007, AND UP TO FOUR (4) ADDITIONAL VIRTUAL POKER ROOMS IN CALENDER
2008 (COLLECTIVELY THE "WPT POKER SKINS"), UPON AND SUBJET TO THE FOLLOWING
TERMS AND CONDITIONS:
(a)
the WPT Poker Skins shall be delivered with
the same functionality as the WPT Poker Room, save and except for the Special
Functionality;
(b)
the WPT Poker Skins shall be branded in such
manner, and using such trade marks, trade names and other intellectual property
as the Licensee may require (the "Poker Skin IP");
(c)
WagerLogic shall deliver each requested WPT
Poker Skin within sixty (60) days of being requested therefor; provided that the
delivery dates for each individual WPT Poker Skin must be a minimum of thirty
(60) days apart from one another; and
(d)
On delivery of each WPT Poker Skin, the
Licensee shall pay to WagerLogic a set-up fee equal to USD ($15,000).
11
If WPT does not ask for all of the WPT Poker Skins by the end of calendar 2008,
it may give notice to WagerLogic that it wishes the remaining WPT Poker Skins to
be created later in the Term; provided that no WPT Poker Skin shall be launched
at any time after June 15, 2009..
3.4
CASINO DEVELOPMENT.
WAGERLOGIC SHALL BE RESPONSIBLE FOR THE DESIGN,
PRODUCTION, OPERATION MAINTENANCE AND UPDATING OF THE VARIOUS INTERNET CASINO
PROPERTIES AS OUTLINED BELOW:
3.4.1
THE MINI-CASINO DEVELOPMENT.
WAGERLOGIC HEREBY AGREES THAT, ON OR
PRIOR TO SEPTEMBER 30, 2007, WAGERLOGIC SHALL DEVELOP A SUITE OF FIVE (5) CASINO
STYLE GAMES (AS LISTED IN SCHEDULE 3 HERETO), IN DOWNLOADABLE FORMAT, WHICH
SHALL BE ACCESSIBLE BY END USERS THROUGH THE WPT POKER ROOM (THE "CASINO IN
POKER").
THE CASINO IN POKER SHALL BE ENGLISH LANGUAGE ONLY, AND SHALL ACCEPT
WAGERS IN USD ONLY, UNLESS THE PARTIES MUTUALLY AGREE TO ACCEPT OTHER
CURRENCIES.
THE PARTIES EXPRESSLY AGREE THAT THEY SHALL ACT REASONABLY AND IN
GOOD FAITH IN NEGOTIATING (HAVING REGARD TO THE NATURE OF THE REQUIRED
FUNCTIONALITY, THE LIMITATIONS AND OBLIGATIONS AND THE DEADLINE UPON WHICH SAME
MUST BE DELIVERED), AS SOON AFTER THE EXECUTION OF THIS AGREEMENT AS IS
REASONABLY POSSIBLE, THE OTHER DETAILED FUNTIONALITY AND SPECIFICATIONS IN
RESPECT OF THE CASINO IN POKER THE LICENSEE MAY, AT ITS SOLE OPTION, REQUEST
THAT THE CASINO IN POKER BE BRANDED WITH THE TRADEMARKS OR BE DELIVERED IN AN
UNBRANDED FORMAT.
IT IS EXPRESLY AGREED THAT, AT THE LICENSEE'S OPTION, THE WPT
POKER SKINS SHALL EITHER (I) NOT INCLUDE FUNCTIONALITY ALLOWING THE END USERS
THEREOF TO ACCESS THE CASINO IN POKER; OR (II) ALLOWING THE END USERS THEREOF TO
ACCESS THE WPT POKER SKINS THE CASINO IN POKER; PROVIDED THAT IT IS EXPRESSLY
AGREED THAT WAGERLOGIC SHALL NOT BE REQUIRED TO RE-BRAND THE CASINO IN POKER
WITH THE TRADEMARKS, TRADENAMES ASSOCIATED WITH THE WPT POKER SKINS, AND THE
CASINO IN POKER ACCESSABLE VIA EACH WPT POKER SKIN SHALL BE IDENTICAL TO THE
CASINO IN POKER ACCESSIBLE VIA WPT POKER ROOM.
NOTWITHSTANDING ANYTHING