SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT AND SETTLEMENT AGREEMENTTrademark License Agreement |
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ALLIANCE GAMING CORP | Bally Entertainment Corporation | Bally Gaming International, Inc | Bally Gaming, Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.17
SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT
AND SETTLEMENT AGREEMENT
This Agreement is made the 31st day of March 1995, by and between Bally Entertainment Corporation (“Bally”), and Bally Gaming International, Inc. and Bally Gaming, Inc. (collectively, “BGI”).
W I T N E S S E T H
WHEREAS , Bally has instituted an action against BGI in the United States District Court, District of New Jersey, for: (1) violation of the Federal Trademark and Unfair Competition Laws of the United States, 15 U.S.C. $ 1051 et seg ., and (2) violation of state unfair competition laws; and
WHEREAS , the United States District Court, District of New Jersey, by Order dated March 29, 1995, has enjoined BGI, and their officers, agents, servants, employees, attorneys, and those persons in active concert or participation with them who receive actual notice, and those persons acting on their behalf, form (1) selling and distributing machines, parts and any other items it manufactures, distributes or sells bearing the “Bally” tradename and/or “BALLY” trademarks; and (2) distributing any promotional, printed or documentary materials of any nature containing the “Bally” tradename and/or “BALLY” trademarks; and
WHEREAS , the parties have agreed to resolve and settle Bally’s claims against BGI on certain terms and conditions as set forth below;
NOW, THEREFORE , in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the parties agree as follows:
1. The Amended and Restated Trademark License Agreement dated July 5, 1992 shall continue in full force and effect, subject to the addition of the following provisions, which are hereby deemed to be made a part of the Amended and Restated Trademark License Agreement as if set forth in full therein and said Amended and Restated Trademark License Agreement is annexed hereto and made a part hereof.
2. BGI shall rebate to Bally $250.00 for each slot machine Bally or any of its subsidiaries or affiliates purchases or commits to purchase from BGI for use in any one of the following Bally casinos: Bally’s Park Place, The Grand, Balle of Orleans, Bally’s Las Vegas, and the dockside casino in Mississippi, for a period of two (2) years from the date of this Agreement, including the 464 slot machines currently on order for use by Balle of Orleans, the 36 slot machines currently on order for use by Bally’s Las Vegas, the 29 slot machines currently on order for use by The Grand, and the 16 slot machines currently on order for use by Bally’s Park Place.
3. BGI shall also rebate to Bally $250.00 for each slot machine Bally or any of its subsidiaries or affiliates purchases or commits to purchase from BGI for use in the next three casinos to be opened by Bally, for a period ending with respect to each such casino two (2) years after the date each such casino opens for business.
4. The purchase price for each slot machine Bally, or its subsidiaries or affiliates, purchase or commit to purchase pursuant to this Agreement, shall be the regular price at which the alot machines they purchase or commit to purchase have been sold or offered for sale by BGI to similarly situated customers within the 12-month period prior to Bally’s or its subsidiaries’ or affiliates’ purchases or commitments to purchase, without reference to the $250.00 rebate provided for herein.
5. Simultaneously with the execution and delivery of this Agreement, BGI shall execute and deliver to Bally a Release identical in form and content to the Release attached hereto as Exhibit C .
6. Simultaneously with the execution and delivery of this Agreement, Bally shall execute and deliver to BGI a Release identical in form and content to the Release attached hereto as Exhibit D .
7. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey, without regard to the conflicts of law principles thereof.
8. Any legal proceedings initiated in connection with this Agreement shall be brought solely before the state or federal courts, or administrative tribunals, within the State of New Jersey.
9. This Agreement may be executed in counterparts, each of which will be deemed to be an original and all of which together constitute the same agreement.
10. This Agreement and the exhibits hereto are binding upon and enforceable against BGI, Bally, and their respective shareholders, directors, officers, subsidiaries, affiliates, successors, assigns, agents, representatives, and employees.
11. BGI shall pay additional royalties to Bally as follows:
(a) With respect to BGI’s sale of gaming machines, commencing on the date hereof, BGI shall pay Bally gaming $25.00 per machine for the first 20,000 gaming machines (as such machines are defined and described in paragraph 1 Grant of License in the Amended and Restated Trademark L
