An Agreement entered into this _________day of ________ 2008
Between
Of the First Part,
Marc Karam (legal entity controlled by MC)
and
of the Second Part,
Eurolinx International NV having its registered office at ______________________________, duly represented hereon by ______________________ (hereinafter referred to as ‘Eurolinx’).
Together referred to as the Parties
Whereas MC is the owner of an online poker website;
Whereas Eurolinx provides the services of management and servicing of online poker websites;
Therefore, the parties have agreed as follows:
1. Eurolinx will provide:
a. Fraud assistance and consultation as regards poker;
b. Payment processing
c. First line support;
d. Promotions consultation and implementation;
e. Affiliate consultation and implementation;
f. Design consultancy services;
g. Newsletter scheduling and filtering
2. The parties agree and accept that in consideration for the provision of the Services, MC shall pay to Eurloinx a sum equivalent to 25% of MC’s net profit from the operation of its poker room. For the purposes of this clause profits shall mean gross gaming less payouts, less bonuses, less affiliate fees, less fraud (chargebacks etc.)____________________.
3. Eurolinx undertakes to ensure that its employees, consultants, representatives, officers and agents shall provide MC with all requested information and documentation in a timely manner and that in the event that such is not the case, MC shall not be responsible for any delays in the provision of the Services.
4. Eurolinx accepts and agrees that:
(a) it shall process all data relating to clients of MC in terms of any applicable law on Data Protection;
(b) it shall not utilize any data relating to clients of MC for it’s (Eurolinx’s) benefit or for the benefit of its related or associated companies;
(c) on termination of all agreements with MC in connection with the matters set out in this Agreement, it shall destroy all data held by it relating to clients of MC and this within such period as shall be established by MC, which period must be reasonable, in a written request sent by Eurolinx by registered mail;
(d) it shall indemnify MC for any losses incurred by MC if such losses arise directly from, and are a direct cause of, the provision of the Services.
5. Either party may terminate this agreement by giving the other party three (3) months advance notice in writing.
6. (a) The parties shall not, both during and after the termination of the applicability of this agreement, divulge or communicate to any person or persons, except to those persons who are authorised to know the same, any information which they may receive or obtain in relation to each other’s business, its suppliers, clients and/or potential clients and/or the databases and/or affairs (including but not limited to all technical and other information relating to operations, processes, procedures, dealings, transactions, software, training systems, methodology inventions, plans, intentions, product information, know-how, design, trade secrets, software, market opportunities, financial and other data and business affairs) (hereinafter referred to as “Confidential Information”). The parties shall at all times use their best endeavours to prevent the unauthorised publication or disclosure of any Confidential Information.
(b) Paragraph (a) above shall not apply to information which is in the public domain (otherwise than by a breach of confidentiality), or which any party is required to disclose by any court or competent authority in virtue of a provision of law.
(c) All Confidential Information written or machine-readable which shall be acquired, received or made by any party during the course of the applicability of this memorandum of understanding shall not be retained by such party without the written permission of the other party.
(d) No party is permitted to use and/or make any copy, abstract, summary or précis of the whole or any part of any document, database, file, data or information which is written or machine-readable belonging to or in the possession of the other party, except where expressly and specifically authorised to do so in the proper performance of the obligations this memorandum of understanding. On the termination of the applicability of this memorandum of understanding or at the request of one party at any time during the course of the applicability of this memorandum of understanding the other party is required to deliver to the requesting party all papers, documents, training manuals and in general all goods and/or materials belonging to the requesting party.
(e) The provisions of this Article, shall survive the termination of this Agreement for any reason whatsoever.
(f) Schedules A and B form an essential and integral part of the present Agreement.
10. (a) Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the rules of Malta Arbitration Centre as in force at the date on which such dispute, controversy or claim arises.
(b) The number of arbitrators shall be one and shall be appointed by agreement between the parties. Should the parties not agree on the person who shall be appointed as arbitrator within fifteen (15) days from the date on which the dispute, controversy or claim arises, the arbitrator shall be appointed by the Malta Arbitration Centre.
(c) The place of arbitration shall be Malta.
(d) The language to be used in the arbitral proceedings shall be English.
(e) The applicable substantive law shall be the law of Malta.
_________________________
p/p Marc Karam
_________________________
p/p Eurolinx
