Software Agreement

SOFTWARE AGREEMENT

This Software Agreement (“Agreement”) is made and effective this date of purchase, by and between the purchaser on record (“Buyer”) and CalienteCasino.Games (“Company”).

NOW THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

1. Duties and Responsibilities. Company shall serve as a contractor of Buyer and implement software (the “Software”) according to the functional specifications and related information, if any, and incorporated herein by this reference (the “Specifications”) and as more fully set forth in this Agreement. Company acknowledges that it is selling game credits and access to the gaming platform for the Buyer to reuse, issue and allow consumers to play in direct authority to local, State, and Federal gaming regulations. The Software, including all versions in either source code or object code form, shall be delivered to Buyer via portal immediately at the point of transaction via email receipt.
2. Ownership of Software. Company agrees that the Software is licensed, and that the Software shall be the sole property of Company. Company hereby assigns to Buyer, without further compensation, license to the Software and gaming credits. Company will keep and maintain adequate and current written records with respect to the Software, which records shall be available to and always remain the sole property of Buyer.

3.

4. Independent Contractor. Company is acting as an independent contractor with respect to the services provided to Buyer. Neither Company nor the employees of the Company performing services for Buyer will be considered employees or agents of Buyer. Buyer will not be responsible for Company’s acts or the acts of Company’s employees while performing services under this Agreement. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership, or principal- agent relationship between the parties, and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
5. Buyer Acknowledgement. Buyer acknowledges that Company is selling game credits to issue to their consumers to play the games provided when credits are purchased and in no way is the Company providing legal or any other type of guidance at any time nor should it be confused as. Buyer should consult with their attorney prior to executing this agreement.
6. Change in Specifications. No changes in the game will be made or altered without the written consent of Company.

Hold Harmless. Buyer shall hold harmless, defend, and indemnify the Company from

any and all claims, actions, suits, charges and judgments whatsoever that arise out of

the Buyer’s performance or nonperformance as well as legal requirements in local,

State, and Federal Gaming Laws.

7. Confidentiality.
A. Company acknowledges that all material and information supplied by Buyer

which has or will come into Company’s possession or knowledge of Company in connection with its performance hereunder, is to be considered Buyer’s confidential and proprietary information (the “Confidential Information”). By way of illustration, but not as a limitation, Confidential Information includes the Software, trade secrets, processes, data, knowhow, program codes, documentation, flowcharts, algorithms, marketing plans, forecasts, unpublished financial statements, budgets, licenses, prices, costs, and employee and customer lists. Company’s undertakings and obligations under this Section will not apply, however, to any Confidential Information which: (i) is or becomes generally known to the public through no action on Company’s part, (ii) is generally disclosed to third parties by Buyer without restriction on such third parties, or (iii) is approved for release by written authorization of Buyer. Upon termination of this Agreement or at any other time upon request, Company will promptly deliver to Buyer all notes, memoranda, notebooks, drawings, records, reports, files, documented source codes and other documents (and all copies or reproductions of such materials) in its possession or under its control, whether prepared by Company or others, which contain Confidential Information. Company acknowledges that Confidential Information is the sole property of Buyer and vise-versa Buyer to Company. Company agrees to use best efforts to hold Confidential Information in the strictest confidence, not to make use of it other than for the performance of its obligations hereunder, to release it only to the Company’s employees or contractors with a need to know such information and not to release or disclose it to any other party. Company further agrees not to release such information to any employee or contractor who has not signed a written agreement between Company and the employee expressly binding the employee not to use or disclose the Confidential Information, except as expressly permitted herein. Buyer shall be listed as a third-party beneficiary of any such agreement. Company will notify Buyer in writing of any circumstances within its knowledge relating to any unauthorized possession, use, or knowledge of such Confidential Information.

8. Notices. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when mailed by certified or registered mail, postage prepaid, or by commercial overnight delivery service addressed as follows.

Buyer Information:

Company
Attention
Address _______ City/St/Zip

9. No Waiver. The failure of a party to require strict performance of any provision of this Agreement by the other, or the forbearance to exercise any right or remedy, shall not be construed as a waiver by such party of any such right or remedy or preclude any other or further exercise thereof or the exercise of any other right or remedy.
10. Assignment. The rights, duties and privileges of Company shall not be transferred or assigned by it, in whole or in part, without the prior written consent of Buyer.

11. Successors. This Agreement shall be binding upon and insure to the benefit of the successors and permitted assigns of the parties hereto.
12. Severability.IfanytermofthisAgreementisheldbyacourtofcompetentjurisdiction to be invalid or unenforceable, then this Agreement, including all the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
13. GoverningLaw.ThetermsofthisAgreementshallbeconstruedandenforcedunder the laws of the State of Texas.
14. Acceptance. By completing a purchase, you acknowledge that you have read and fully understand this agreement.