1. Trip Wire Entertainment LLC
Operating Lease and Security Agreement
This Lease and Security Agreement (the “Agreement”) is entered into this ____ day of ________
2010 by and between TRIP WIRE ENTERTAINMENT LLC, (“Vendor”) offices are located at 6400 Airport
Freeway, Ft. Worth, TX 76117, and __________________________(“Customer”).
WHEREAS, Vendor and Customer, for and in consideration of the covenants and agreements
contained herein, desire to enter into this Agreement for the lease of ________________ Compliant Video
Sweepstakes Equipment (the “Equipment”) at __________________________________.
1) Lease: Vendor hereby agrees to lease to Customer, and Customer hereby agrees to lease the Equipment
from Vendor. The Equipment shall remain upon the facility premises under the terms of this agreement
and during such time the Customer shall have the use of the Equipment in the Video Sweepstakes
facility.
2) Terms of Agreement: This Agreement shall be for a period of one (1) year from the ______ day of
_______ 2010, subject to earlier termination only by the terms of this Agreement. Term of agreement
may be extended by both parties and will renew annually under the same terms. Either party may
terminate this Agreement by giving the other party thirty (30) days written notice of its intent to
terminate this Agreement. Or, in the event that any court having jurisdiction over Customer rules that
Customer is not legally entitled to conduct Video Sweepstakes gaming or to utilize the Equipment
furnished under this Agreement, this Agreement shall terminate effective immediately upon the ruling
described above becoming effective and non-appealable. In the event of termination of this Agreement,
Customer shall immediately release the Equipment to the Vendor. In addition thereto, should the
Customer receive notice of any threatened adverse legal action, Customer may, in its own discretion,
cease operations of the Video Sweepstakes games and provide immediate notice to Vendor of same. If
Customer believes itself compelled to cease operations of the Video Sweepstakes games, Vendor shall
not be able to claim that such action is a breach of this Agreement, but will be able to immediately
receive possession of Equipment.
Customer also agrees to refrain from running any other Sweepstakes software in the same locations as
those licensed with PrePaid Planet Sweepstakes software. In addition, Customer agrees that no illegal
activities will be conducted on premises including 8-liners, poker machines, card games, etc. Vendor
requires Customer to adhere to all compliance guidelines.
3) Payment for Use: Customer agrees to pay to Vendor on a weekly basis with each one (1) week period
ending 8a.m. each Monday. Vendor will send invoice via fax or email each Monday and Bank Draft on
Tuesday of each week.. Customer understands that his compensation is directly commensurate with the
number of units placed on location and the amount of participation in the sweepstakes. The Parties have
agreed that PrePaid Planet will receive twenty-five (25%) of net. The Customer shall be responsible for
payment of all sweepstakes prizes. Adjusted profit shall be identified as Gross Sales and Donations less
Sweepstakes Prizes paid and PrePaid Planet fees deducted. If phone time is sold, the Parties have agreed
that all prepaid phone time shall be at 2% of gross sales.
The adjusted profit shall be divided as follows:
Equipment 35.0%
(Software – PrePaid Planet) 25.0%
Customer 40.0%
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2. Location shall all Bank Draft of payment for equipment revenue share and PrePaid Planet license, data
management fee by the Company’s office. The Parties acknowledge that any and all sales, excise and
use taxes will be the responsibility of the Customer.
4) Cards: Customer agrees to pay to Vendor a sum of 1.00 per player card. The player cards will be
provided in packages of 500.
5) Access to Premises: Vendor shall have the right to conduct an inspection and audit of all relevant
accounting and sales records of Customer with respect to the Vendor’s Equipment. Vendor can obtain
photocopies thereof, during regular business hours at Customer’s offices and in such a manner as not to
unreasonably interfere with Customer’s normal business activities. In the event of any discrepancy
amounting to one-half of one percent (0.5%) or more between cash receipts, audit report and meter
records as to any Equipment, the parties agree to meet in good faith in an effort to resolve such
discrepancy.
6) The Equipment: Vendor shall deliver and install the following at the Video Sweepstakes facility for the
exclusive use of the Customer:
( __ ) Attendant/Manager Station complete with PC server, 19” monitor, POS printer, keyboard, mouse,
UPS, card swipe and cash drawer;
( __ ) Recharge Station;
( __ ) __ Seat Donation Center
( __ ) Video Sweepstakes desktop terminals ;
( __ ) Chairs
Upon delivery, a list of equipment, serial numbers and condition of equipment will be completed and
signed by both parties. Customer acknowledges that Trip Wire Entertainment owns all equipment and
may take possession of the equipment at any time.
7) Title: Vendor retains title to the Equipment and no right, title or interest in the Equipment shall pass to
Customer. Upon termination of this Agreement, Vendor may enter Customer’s property and remove the
Equipment.
8) Security: As security for the full and timely return of the Equipment when this Agreement is terminated
in accordance with its respective terms, to secure the Equipment described in Section 6, Customer agrees
that Vendor will have, and there is hereby granted to and created in favor of Vendor under the Uniform
Commercial Code and otherwise in accordance with applicable law, a first priority security interest in the
Equipment.
9) Preservation and Protection of Security Interest. Customer shall faithfully preserve and protect
Vendor’s security interest in the Equipment and shall, at its own cost and expense, cause such security
interest to be perfected and continue to be perfected until the Equipment is returned to the Vendor, and
for such purpose Customer shall from time to time at the request of Vendor file or record, or cause to be
filed or recorded, such instruments, documents and notices, including, without limitation, financing and
continuation statements, as Vendor may deem necessary or advisable from time to time in order to
preserve, perfect and continue perfected said security interest prior to the rights of any secured party or
lien creditor. Customer shall do all such other acts and things and shall execute and deliver all such other
instruments and documents, including, without limitation, further security agreements, pledges,
endorsements, assignments and notices, as Vendor may deem necessary or advisable from time to time in
order to perfect and preserve the priority of said security interest as a perfected lien in the Equipment
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3. prior to the rights of any secured party or lien creditor. Vendor, and its officers, employees and
authorized agents, or any of them, are hereby irrevocably appointed the attorneys-in-fact of Customer to
do all acts and things which Vendor may deem necessary or advisable to preserve, perfect and continue
perfected Vendor’s security interest in the Equipment, including, without limitation, the signing of
financing, continuation or other similar statements and notices on behalf of Customer.
10) Indemnification Obligations: Customer agrees to exercise ordinary and due care to prevent the
equipment from being damaged or tampered with in such a manner as to prevent the normal operation of
Equipment. Customer agrees to indemnify Vendor for damage to or destruction of Vendor’s Equipment
on premises and/or property owned by Customer.
11) Use, Maintenance and Inspection: Customer shall inspect and accept the Equipment as being suitable
for Customer’s intended use prior to commencing operation. Customer expressly agrees that the
Equipment shall operate at a prominent place within the Premises during the normal operating hours.
Customer will immediately notify Vendor whenever the Equipment is not operating or is in need of
repair(s). Vendor’s authorized representatives shall have free access to Customer’s premises during
operating hours for the purpose of inspecting and/or servicing the Equipment. The malfunction of any
piece of Equipment shall void all plays and pays and Vendor shall not be liable for any payouts
associated with same or from losses resulting from tampering or any other manipulation of the
equipment.
12) Remedies Cumulative. Vendor may exercise the remedies provided in this Agreement upon the
occurrence of any default by Customer under this Agreement. No right or remedy conferred upon
Vendor by this Agreement or legally available to Vendor upon default is intended to be exclusive of any
other right or remedy, and each such right or remedy is cumulative and in addition to every other such
right or remedy, including, without limitation, the right to enter the premises of the Customer and
remove the Equipment, the right to replevin of the Equipment on demand at the Customer’s expense,
and, if the Customer does not immediately return the Equipment on demand, the right to appoint a
receiver to assist Vendor with recovery of the Equipment at the sole expense of the Customer.
13) Consent to Jurisdiction. Customer hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the courts of the State of Texas and of the United States of America located in
the City of Forth Worth, TX for any actions, suits or proceedings arising out of or relating to this
Agreement and the transactions contemplated hereby (and Customer agrees not to commence any action,
suit or proceeding relating thereto except in such courts), and further agrees that service of any process,
summons, notice or document by U.S. certified or registered mail, return receipt requested, to the address
set forth for Vendor above shall be effective service of process for any action, suit or proceeding brought
against the Vendor in any such court. Customer hereby irrevocably and unconditionally waives any
objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the
transactions contemplated hereby, in the courts of the State of Texas or the United States of America
located in the City of Forth Worth, TX and hereby further irrevocably and unconditionally waives and
agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any
such court has been brought in an inconvenient forum.
This agreement shall be governed by the laws of Texas. This agreement may be modified only by a
writing signed by the parties hereto.
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4. [SIGNATURE PAGE IMMEDIATELY FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above
written.
VENDOR:
Trip Wire Entertainment LLC
By: ______________________________________ Date: ____/____/______
CUSTOMER:
___________________________
By: ______________________________________ Date: ____/____/______
GUARANTOR:
The undersigned personally guarantees the obligations of Customer hereunder.
Name: _________________________________ Date: ____/____/______
Signed: ________________________________
An Individual
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