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Title: |
Distribution Agreement |
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Date: |
2006 |
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Preview shows 12KB of 84KB total |
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$42 |
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#1521198 |
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[********] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
DISTRIBUTION AGREEMENT
PokerTek, Inc.
(PokerTek)
and
Aristocrat International Pty. Limited and its Affiliates
(Aristocrat)
Dated: January 20, 2006
Page 1
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made on the 20th day of January 2006.
| BETWEEN: | ARISTOCRAT INTERNATIONAL PTY. LIMITED (ABN 46 000 148 158) and its Affiliates of 71 Longueville Road, Lane Cove, New South Wales, Australia, 2066 (Aristocrat) | |
| AND: | POKERTEK, INC. a North Carolina corporation with its principal office at 1020 Crews Road, Suite J, Matthews, NC 28106 (PokerTek) | |
| RECITALS: | ||
| A. | PokerTek is the designer of the Products. |
| B. | Aristocrat wishes to distribute, market, enter into Licensing Agreements, and with the consent of Pokertek manufacture the Product in the Territory. |
| C. | PokerTek has agreed to grant and Aristocrat accepts, the right to distribute, market, enter into Licensing Agreements, and with the consent of Pokertek to manufacture the Product in the Territory on the terms of this Agreement. |
It is agreed as follows:
| 1. | Definitions and Interpretation |
| 1.1 | Definitions |
The following definitions apply unless the context requires otherwise:
Affiliates means Related Bodies Corporate of Aristocrat International Pty. Limited
Agreement means this agreement and attached schedules as may be amended or updated from time to time between the parties under this agreement.
Approval means any licence, permit, consent, agreement, requirement, approval, authorisation or form of good standing of any kind required by any Regulator or Gaming Authority whether relating to all or any Product or this Agreement or the laws of any country into which the Product will be imported, rented or from which the Product will be exported.
Page 2
Aristocrat Group means Aristocrat and any of its Related Bodies Corporate.
Aristrocrats Documentation means written information drawings, technical, operating and service manuals, diagrams, drawings, and any other documents created by Aristocrat relating to or used in connection with the manufacture, distribution, marketing and sale of the Product and whether produced in a visible form or stored or recorded in another manner.
Aristocrats Intellectual Property Rights means any and all intellectual and industrial property rights in Aristocrats Documentation and contained in Aristocrats distribution of the Product throughout the world including copyright (including future copyright and rights analogous to copyright), moral rights, inventions (including patents), trade marks, service marks, designs and circuit layouts whether or not now existing and whether or not registrable including any right to apply for the registration of such rights and all renewals and extensions.
Business Day means a weekday on which banks are open for business in the city specified in the Address section of Aristocrats details in the Party Information.
Commencement Date means the date of this Agreement.
Confidential Information means all information, data and materials, whether recorded or embodied in electronic, written or three dimensional form or otherwise relating to the Product and Aristocrats Documentation or Pokerteks Documentation, proposed new designs or products, existing and prospective clients, sales, know how, pricing, trade secrets, marketing or promotion plans, the terms of this Agreement and any other information relating in any way to the business affairs of Aristocrat or Pokertek, excluding information that is in the public domain other than as a result of breach of this Agreement.
Control for the purposes of this Agreement means the capacity of one entity to determine the outcome of decisions about the financial, operating and management policies of another entity (whether by ownership of securities or partnership or other ownership interests, by contact or otherwise) and includes any ability to exert significant influence.
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