AGENCY AGREEMENT. and

Transcription

1 KNOW ALL MEN BY THESE PRESENTS: AGENCY AGREEMENT This Agreement is entered into by and between:, a corporation duly organized and existing under the laws of the, with corporate address at, represented herein by its <position of officer>,, hereinafter referred to as OFFSHORE-BASED GAMING OPERATOR ; and, a corporation duly organized and existing under the laws of the Philippines, with office address at, represented herein by its <position of officer>,, hereinafter referred to as GAMING AGENT. WITNESSETH: That- WHEREAS, the OFFSHORE-BASED GAMING OPERATOR is engaged in interactive online gaming such as but not limited to e-casino and/or sports betting and other activities or games of chance, catering to Internet users located outside the territory of the Republic of the Philippines, and is currently an Offshore Gaming Licensee of the Philippine Amusement and Gaming Corporation ( PAGCOR ); WHEREAS, in compliance with the requirements for the application for an Offshore Gaming License, the OFFSHORE-BASED GAMING OPERATOR must APPOINT, NOMINATE AND DESIGNATE a local gaming agent, to represent, act and be subrogated to all the rights and obligations of the OFFSHORE-BASED GAMING OPERATOR including payment of any liabilities which the latter may incur against PAGCOR, other government agencies and instrumentalities, or as against any other person; WHEREAS, the GAMING AGENT has accepted and consented to its appointment and designation as the authorized local gaming representative and agent of the OFFSHORE- BASED GAMING OPERATOR relative to the latter s offshore gaming operations under the auspices of PAGCOR; NOW, THEREFORE, for and in consideration of the above premises and of the covenants and stipulations herein set forth, and intending to be legally bound, the parties hereby agree as follows: I. SCOPE OF AGREEMENT a. The OFFSHORE-BASED GAMING OPERATOR hereby appoints, constitutes, and designates the GAMING AGENT as its exclusive authorized representative within the territory of the Republic of the Philippines on whom any notices,

2 Page 2 of 5 letters, and other issuances may be served. It is hereby understood that notice and receipt by the GAMING AGENT shall be deemed as notice and receipt by the OFFSHORE-BASED GAMING OPERATOR as if served upon the latter s duly authorized officers at its home office. b. The OFFSHORE-BASED GAMING OPERATOR hereby appoints, constitutes, and designates the GAMING AGENT as its resident agent within the territory of the Republic of the Philippines, pursuant to Section 128 of B.P. 68 otherwise known as the Corporation Code of the Philippines, on whom summons and other legal processes may be served in all actions or other legal proceedings against such corporation, and the OFFSHORE-BASED GAMING OPERATOR hereby consents and undertakes that service upon the GAMING AGENT shall be admitted and held as valid as if served upon the duly authorized officers of the OFFSHORE-BASED GAMING OPERATOR at its home office. c. In the event that the OFFSHORE-BASED GAMING OPERATOR fails to make any payment due to PAGCOR, the GAMING AGENT hereby promises and guaranties to make any and all payments to PAGCOR, including any interest, penalties and surcharges that may be due or may thereafter fall due, for and on behalf of the OFFSHORE-BASED GAMING OPERATOR. Furthermore, the GAMING AGENT as guarantor hereby expressly waives any benefit of excussion or exhaustion and acknowledges that any action by PAGCOR for the collection of sums of money may be made directly and immediately against it without any need whatsoever to take any steps or exhaust any legal remedies against the OFFSHORE-BASED GAMING OPERATOR. d. The OFFSHORE-BASED GAMING OPERATOR and GAMING AGENT may hereinafter mutually agree to amend and/or modify the scope and terms of this Agreement. Any amendment and/or modification shall be in writing and shall be appended to this Agreement ( Addendum ). However, any such amendment/modification shall be not be deemed effective without the prior approval of PAGCOR. II. REPRESENTATION AND WARRANTY a. The GAMING AGENT represents and warrants to the OFFSHORE-BASED GAMING OPERATOR that: i. The execution and delivery of this Agreement and the performance by the GAMING AGENT of the transactions contemplated hereby have been duly and validly authorized by all necessary action, corporate or otherwise on its part, and that this Agreement constitutes the valid, legal and binding obligation of GAMING AGENT, enforceable against it in accordance with the terms herein as herein provided. ii. The performance of the obligations set forth in this Agreement by the GAMING AGENT shall not violate any proprietary rights of third parties, including, without limitation, patents, copyrights or trade secrets, and that the GAMING AGENT s performance of its obligations to the OFFSHORE- BASED GAMING OPERATOR under this Agreement will not violate any

3 Page 3 of 5 applicable law, rule, regulation or judicial order, or violate any contractual obligations or confidential relationships which GAMING AGENT may have to or with any third party. iii. The GAMING AGENT has obtained the necessary permits, approvals, and licenses from the pertinent government agencies, instrumentalities and local government units, if applicable. b. OFFSHORE-BASED GAMING OPERATOR represents and warrants to GAMING AGENT that: i. The execution and delivery of this Agreement and the performance by OFFSHORE-BASED GAMING OPERATOR of the transactions contemplated hereby have been duly and validly authorized by all necessary action, corporate or otherwise on its part, and that this Agreement constitutes the valid, legal and binding obligation of OFFSHORE-BASED GAMING OPERATOR, enforceable against it in accordance with the terms herein provided. III. GENERAL COMPLIANCE AND REQUIREMENTS a. The OFFSHORE-BASED GAMING OPERATOR and the GAMING AGENT shall comply with all statutes, ordinances, and regulations applicable in carrying out their respective businesses and the performance of the obligations stated in this Agreement and/or any Addendum thereto. b. The OFFSHORE-BASED GAMING OPERATOR and the GAMING AGENT hereby agree that the terms and conditions stipulated in this Agreement and/or any Addendum thereto shall be primarily governed and shall be compliant with the PAGCOR Philippine Offshore Gaming Operations Rules and Regulations and any other pertinent issuances. c. The terms and conditions of this Agreement and any other Amendment/Addendum to this Agreement shall be subject to the approval of, and registration hereof with, PAGCOR in accordance with the applicable law, rules and regulations governing the conduct of POGO Rules and Regulations by PAGCOR. OFFSHORE GAMING LICENSEE and LOCAL GAMING AGENT shall secure the approval of this Agreement from PAGCOR before commencing operations pursuant to this Agreement and/or any Addendum thereto. IV. ASSIGNMENT Neither party may assign, sell, convey, delegate, subcontract or otherwise transfer or encumber this Agreement, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld, and the approval of PAGCOR. This Agreement shall be binding upon, and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

4 Page 4 of 5 V. GOVERNING LAW AND EXCLUSIVE JURISDICTION This Agreement shall be deemed to be made and entered into pursuant to the laws of the Philippines and for all purposes, this Agreement shall be construed and interpreted in accordance with, and be governed by, the laws of the Philippines. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the effective date set forth above by their respective authorized officers below. OFFSHORE-BASED GAMING OPERATOR GAMING AGENT By: <Position> By: <Position> Signed in the presence of:

5 Page 5 of 5 ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES ) CITY OF ) S.S. BEFORE ME, a Notary Public in and for City, Philippines, this day of, personally appeared the following persons and presenting to me competent evidence of identity: Name Passport No. Date/Place Issued known to me and to me known to be the same persons who executed the foregoing Agency Agreement, consisting of five (5) pages, including this page upon which the acknowledgment is written, and who acknowledged to me that their signatures on the document were voluntarily affixed for the purpose stated in the document, and that the same executed the document is their free and voluntary acts and deeds. IN WITNESS WHEREOF, I have hereunto affixed my signature and notarial seal on the date and the place first hereinabove written. Doc. No. ; Page No. ; Book No. ; Series of.