Sample Business Contracts


License Agreement - Equibase Co. and You Bet International Inc.


                             LICENSE AGREEMENT BETWEEN
                                  EQUIBASE COMPANY
                                        AND
                            YOU BET INTERNATIONAL, INC.

     THIS LICENSE AGREEMENT, dated as of the twenty-fifth (25th) day of March
1996, is entered into by and between Equibase Company, a general partnership
organized pursuant to the general partnership laws of the State of Delaware,
with it principal place of business located at 821 Corporate Drive, Lexington,
KY 40503 (hereinafter referred to as "Equibase"), and You Bet International,
Inc., a corporation operating pursuant to the laws of the State of Delaware,
with its principal place of business located at 1950 Sawtelle Boulevard, Suite
180, Los Angeles, CA 90025 (hereinafter referred to as "You Bet").

     WHEREAS, Equibase maintains, INTER ALIA, a proprietary, computerized
database with respect to the running of Thoroughbred horse races; and

     WHEREAS, You Bet wishes to obtain a license enabling it to use data
contained in that database;

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

1    GRANT OF AND DATA CONTAINED IN LICENSE

     1.1   For the term of this License Agreement, Equibase hereby grants a non-
     exclusive license to You Bet to use the information contained in SCHEDULE
     A, attached hereto (such information hereinafter referred to as the
     "Equibase-Registered Trademark- Data"), in accordance with the provisions
     of Section 3 below and other provisions contained herein, in You Bet's
     electronic, computer on-line service.

     1.2   You Bet understands and agrees that nothing herein contained shall be
     construed to require the Equibase-Registered Trademark- Data to contain
     information which Equibase does not in fact collect, compile and/or
     receive; notwithstanding that such information is listed in Schedule A, was
     collected or received by Equibase as of the effective date of this License
     Agreement, or was, at some time during the term of this License Agreement,
     collected, compiled and/or received by Equibase.

     1.3   Due to software and/or other technical limitations or oversight, You
     Bet may receive data from Equibase which is not provided for in SCHEDULE A.
     You Bet understands and agrees that such data is not part of the
     Equibase-Registered Trademark- Data

<PAGE>

     (for purposes of this License Agreement) and You Bet is strictly prohibited
     from using such data after having received notice from Equibase, by
     whatever means (notwithstanding the provisions of Section 16 below),
     setting forth the data contemplated by this Subsection 1.3.

     1.4   You Bet acknowledges and agrees that a breach of the provisions of
     Subsections 1.3 or 3.1 would cause Equibase to suffer irreparable damage
     that could not be adequately remedied by an action at law. Accordingly, You
     Bet agrees that Equibase shall have the right to seek specific performance
     of the provisions of Subsections 1.3 and 3.1 to enjoin a breach or
     attempted breach of the provisions thereof, such right being in addition to
     all other rights and remedies that are available to Equibase at law, in
     equity, or otherwise.

     1.5   You Bet further agrees that a violation of either Subsection 1.3 or
     3.1 shall be construed as a breach of a material covenant of this License
     Agreement and constitute an event of default for purposes of Subsection
     14.1 below, and notwithstanding anything contained in Section 15 below to
     the contrary, upon a breach of either Subsection 1.3 or 3.1 You Bet agrees
     that Equibase shall have the uncontested right, in law, equity and
     otherwise, to immediately cease supplying You Bet with the
     Equibase-Registered Trademark- Data and You Bet covenants not to do
     anything to interfere with that right.

2    YOU BET'S ACCESS TO THE EQUIBASE-Registered Trademark- DATA

     2.1   Equibase shall provide You Bet with the Equibase-Registered
     Trademark- Data via an electronic data interface between You Bet's and
     Equibase's computer systems by the methods, protocols, and security
     procedures as provided for by Equibase.

     2.2   Any additions, adjustments, alterations, corrections, or
     modifications made to the Equibase-Registered Trademark- database which
     affects the Equibase-Registered Trademark- Data will be electronically
     transmitted to the You Bet computer system as soon as possible after such
     changes are made to the Equibase-Registered Trademark- database, but in all
     events Equibase shall try to transmit such changes to the You Bet computer
     system within twenty-four (24) hours after such changes are made to the
     Equibase-Registered Trademark-) database.

     2.3   For purposes of security, and in order to improve the quality of its
     service, Equibase reserves the right to change the methods, protocols, etc.
     of exchanging data between itself and You Bet. Equibase will, however, give
     reasonable notice of its intent to make any such changes to You Bet.

     2.4   In no event shall Equibase be liable to You Bet for any loss suffered
     by You Bet due to a malfunction of the Equibase computer system, for
     whatever reason.

<PAGE>

3    SCOPE OF THE LICENSE

     3.1   The license granted hereunder is for the sole purpose of allowing You
     Bet to produce products and/or services made with the Equibase-Registered
     Trademark- Data or from an analysis thereof for sale directly to
     subscribers of its electronic, computer on-line service (which shall be
     known as You Bet) for such subscribers' private use and not for purposes of
     re-sale, either directly or indirectly (such products and/or services
     hereinafter referred to as "Handicapping Products"). You Bet is expressly
     prohibited from selling products or services made with or from an analysis
     of the Equibase-Registered Trademark- Data for any other purpose, including
     but not limited to hard-copy sales and You Bet shall inform its subscribers
     that they may use the information hereunder provided to them for personal
     purposes only, PROVIDED, HOWEVER, that a subscriber's printing of a
     Handicapping Product for such subscriber's personal use shall not be
     construed to violate this prohibition. A violation of this provision shall
     constitute a material breach (see Subsections 1.4 and 1.5 above).

     3.2   You Bet may make Handicapping Products available to the general
     public free of charge as a promotion, PROVIDED, HOWEVER, that Equibase has
     given You Bet prior written approval of the data content of such
     promotional Handicapping Products before such products are offered to the
     general public.

           3.2.1 Based on data content alone, Equibase shall not withhold its
           approval of a Handicapping Product, as provided for in Subsection 3.2
           above, if such product's data content is limited to the following;
           horses' names, morning line odds, jockeys' names, trainers' names,
           owners' names, track condition, medication, and distance.

     3.3   You Bet shall use its best efforts to ensure that all Handicapping
     Products transmitted to subscribers by You Bet are encrypted and in a
     format usable only by such subscribers.

     3.4   You Bet is expressly prohibited from reproducing, either in whole or
     in part, for sale or for transfer duplicate or verbatim copies or
     substantially duplicate or verbatim copies of the Equibase-Registered
     Trademark- Data, including past performance lines, charts, and race results
     without having first obtained the written permission of Equibase,
     notwithstanding that such reproduction is incorporated in the Handicapping
     Products.

     3.5   Should You Bet wish to use the Equibase-Registered Trademark- Data in
     a manner not provided for herein, You Bet shall apply for a separate
     license, the terms, conditions and fees for which will be the subject of a
     separate agreement. It is understood, however, that Equibase is under no
     obligation to grant any such additional licenses to You Bet.

<PAGE>

     3.6   "Past performance lines," "official program numbers," "post position
     numbers" and "interior points of call" shall be defined in accordance with
     standard Thoroughbred industry principles, as determined, in good faith, by
     Equibase.

4    LICENSE FEES

     4.1   Subject to the minimum monthly payment provisions provided for in
     Subsection 4.2 below, You Bet shall pay to Equibase, in consideration for
     the license granted hereunder, the sum of the following amounts on a
     monthly basis:

           a.    Calculated on a daily basis, for each Handicapping Product sold
           or otherwise provided to an entity or individual outside of You Bet,
           which contains official program or post position numbers You Bet
           shall pay to Equibase a fee equal to the greater of:

                 i  *** for each race (or fraction of a race) covered therein
                 up to a maximum of *** for races taken from any *** race
                 tracks (a separate accounting shall be made for *** race
                 tracks from which the data specified in Paragraph 4.1.a
                 above is sold or otherwise provided), or

                 ii *** of the retail price of such Handicapping Product being
                 sold or otherwise provided.

           b.    You Bet shall pay to Equibase a fee equal to *** of the retail
           price for each Handicapping Product sold by You Bet where such
           product does not contain official program numbers, post position
           numbers and/or interior points of call.

     4.2   If for any month during the term of this License Agreement the total
     amount payable to Equibase under the provisions of Subsection 4.1 above is
     less than *** then, for such month, You Bet shall pay to Equibase *** and
     You Bet shall not be required to make a payment to Equibase, for such
     month, under the provisions of Subsection 4.1 above.

           4.2.1 Notwithstanding the provisions of Subsection 4.2 above, You
           Bet shall be subject to a minimum monthly payment of *** for the
           period beginning with April 1, 1996 and ending on September 30,
           1996. Such monthly minimum payment shall increase by *** each and
           every month after September 1996 until such minimum payment is
           equal to ***, at which time the provisions of Subsection 4.2 shall
           have full force and effect.

*** Represents confidential information filed separately with the Commission

<PAGE>

     4.3   Under Subsection 4.1 above, in calculating the amount payable to
     Equibase for any given month, credits shall be allowed for bad debts
     actually and properly written off if a payment under Subsection 4.1 has
     been paid or accrued with respect to such debt. Whether a bad debt has been
     properly written off shall be determined in accordance with generally
     accepted accounting principles (GAAP). Written-off, bad debts subsequently
     collected shall be taken into account in the month of the subsequent
     collection.

     4.4   You Bet shall make an accounting and payment to Equibase on a monthly
     basis. The accounting and payment for each month shall be made no later
     than the twentieth day of the month immediately following the close of the
     month for which such payment and accounting are made. The monthly
     accounting shall be sufficiently detailed to show the total number of
     subscribers and the various Handicapping Products sold. The accounting
     shall also show any credits taken for bad debts write-offs

     4.5   Equibase shall have the right, upon thirty (30) days notice to You
     Bet, to audit or have audited the books of You Bet on You Bet's premises.
     This right shall expire with respect to each calendar year one year after
     the close of each such calendar year.

5    TERM OF THIS LICENSE AGREEMENT

     5.1   This License Agreement shall continue in full force and effect for a
     period of five (5) years, commencing with the date first above written,
     unless earlier terminated as provided for herein; PROVIDED, HOWEVER, that
     You Bet shall have the right to terminate this Agreement at any time after
     the second anniversary hereof by giving at least thirty (30) days written
     notice of such intent to Equibase.

     5.2   If this License Agreement is in full force and effect on the
     expiration of its initial term, and if neither party has expressed to the
     other party a desire to terminate this License Agreement within ninety (90)
     days prior to such date, then this License Agreement shall automatically
     renew for a one-year period and on each succeeding anniversary this License
     Agreement, if in full force and effect on such date, shall automatically
     renew for a one-year period provided that neither party has notified the
     other party of its desire to terminate this License Agreement within ninety
     (90) days prior to such date.

6    YOU BET PRODUCTS OR SERVICES WITHOUT EQUIBASE-REGISTERED TRADEMARK- DATA

           Notwithstanding anything herein contained to the contrary, You Bet
     shall be under no obligations hereunder for any products or services it
     produces and/or sells if such products or services are completely void of,
     and are not derived from an analysis of, the Equibase-Registered Trademark-
     Data.

<PAGE>

7    ADVERTISING

           You Bet, shall state in its advertising and/or promotions wherever
     appropriate that You Bet uses Equibase-Registered Trademark- Data to create
     its Handicapping Products. Equibase and You Bet shall, in good faith, agree
     on the appropriate language for such uses.

8    DISCLAIMER QF WARRANTIES

           EXCEPT AS OTHERWISE PROVIDED FOR IN SECTION 25 BELOW, EQUIBASE MAKES
     NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THOSE OF
     MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS TO ANY MATTER
     WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY OF ANY INFORMATION,
     PRODUCT, PROGRAM, OR SERVICE FURNISHED HEREUNDER.

9    LIMITATION OF LIABILITY

     9.1   With multiple processing of complex data, and reliance upon
     information acquired from multiple sources, errors and omissions can and do
     occur despite best efforts to avoid them, and Equibase expressly disclaims
     any responsibility or liability for any loss or damages resulting to You
     Bet or any third party from errors or omissions in the Equibase-Registered
     Trademark- Data.

     9.2   In no event will either party be liable to the other for any
     indirect, consequential, special, exemplary, or incidental damages, whether
     in contract, tort or otherwise arising from or relating to this License
     Agreement.

10   NOTICE OF DISCLAIMER AND COPYRIGHT

     10.1  With respect to You Bet's dissemination of the Handicapping Products,
     the following disclaimer notice (or any other disclaimer notice reasonably
     requested by Equibase) shall be displayed in the subscription and/or
     registration form for each and every You Bet subscriber:

           Data provided or compiled by Equibase Company, which includes data
           from The Jockey Club, generally is accurate but occasionally
           errors and omissions occur as a result of incorrect data received
           by others, mistakes in processing and other causes. Equibase
           Company, The Jockey Club and You Bet International, Inc. disclaim
           responsibility for the consequences, if any, of such errors, but
           would appreciate their being called to their attention.

<PAGE>

     10.2  With respect to You Bet's dissemination of the Handicapping Products,
     the following copyright notice (or any other copyright notice reasonably
     requested by Equibase) shall be displayed just prior to the data to which
     it relates:

           Copyright -C- [insert year or years] Equibase Company and You Bet
           International, Inc., all rights reserved.

11   DISCREPANCIES IN THE EOUIBASE-Registered Trademark- DATA

           If You Bet has actual knowledge of any inconsistencies or
     discrepancies between items of information contained in the
     Equibase-Registered Trademark- Data and information supplied to others
     by Equibase, or inconsistencies or discrepancies between such items and
     information of a similar nature supplied by others, You Bet shall notify
     Equibase of any such inconsistencies or discrepancies. Upon such
     notification Equibase shall, at its sole and absolute discretion, make
     any necessary changes. Equibase shall inform You Bet of any action taken
     with respect to such reported inconsistencies or discrepancies.

12   FORCE MAJEURE

     12.1  Notwithstanding anything contained herein to the contrary, in the
     event either party to this License Agreement fails to perform any
     obligations hereunder assumed by it and such failure is due to acts of God,
     injunctions, lockouts, dots or civil unrest, fires, epidemics, casualties,
     boycotts, technical difficulties (whether computer related or otherwise),
     failure of suppliers to supply data to Equibase, strikes or labor disputes,
     acts of a governmental authority, or other interference through legal
     proceedings or for any other cause which is not due to the fault or
     negligence of such party, such failure shall not be deemed to be a breach
     by such party of its obligations hereunder, though such party shall use its
     best efforts to put itself in a position to carry out all of the
     obligations which, by the terms hereof, it has assumed irrespective of the
     occurrence of any force majeure event.

     12.2  Should a singular force majeure event be in existence for a
     continuous period of thirty (30) days or more the party not claiming the
     protection of Subsection 12.1 above may terminate this agreement,
     notwithstanding anything contained herein to the contrary, by giving 30
     days written notice of such termination to the party against whom the force
     majeure is working. At the end of the said 30-day period this License
     Agreement shall automatically terminate so long as the force majeure event
     which generated said letter is still in existence.

13   CONFIDENTIALITY

<PAGE>

     13.1  Each party hereto hereby covenants with the other to keep
     confidential the terms of this License Agreement and all information
     relating to the other party's business affairs of which it may become
     aware, unless the information has been disclosed to the public without
     breach of this Section 13, or the information is required by a court of law
     or equity to be disclosed, or by a governmental agency authorized to demand
     such disclosure.

     13.2  Subsection 13.1 shall survive the termination of this License
     Agreement by one year.

14   EVENTS OF DEFAULT

           Any one or more of the following shall constitute an event of default
     hereunder:

     14.1  Either party to this License Agreement fails to perform or observe
     any material covenant, term or condition contained herein, including, but
     not limited to, breach of performance or payment requirements; or

     14.2  Any representation or warranty contained herein or in any document
     issued In connection herewith or deemed to have been made hereunder or made
     by or furnished on behalf of either party hereto pursuant to or in
     connection with this License Agreement, shall be false or misleading in any
     material respect as of the date made or deemed to have been made; or

     14.3  Either party to this License Agreement shall (i) commence a voluntary
     case or other proceeding seeking liquidation, reorganization or other
     relief with respect to itself or its debts under any bankruptcy,
     insolvency, corporation or other similar law now or hereafter in effect
     that authorizes the reorganization or liquidation of such party or its
     debts or the appointment of a trustee, receiver, liquidator, custodian or
     other similar official of it or any substantial part of its property, or
     (ii) consent to any such relief or to the appointment of or taking
     possession by any such official in an involuntary case or other proceeding
     commenced against it, or (iii) make a general assignment for the benefit of
     creditors, or (iv) fail generally to pay its debts as they become due, or
     (v) take any action to authorize any of the foregoing; or

     14.5  An involuntary case or other proceeding shall be commenced by persons
     that are not bound or affected by this License Agreement against either
     party hereto seeking liquidation, reorganization or other relief with
     respect to it or its debts under any bankruptcy, insolvency, corporation or
     other similar law now or hereafter in effect seeking the appointment of a
     trustee, receiver, liquidator, custodian or other similar official of it or
     any substantial part of its property, and such involuntary case or other
     proceeding shall remain undismissed and unstayed for a period of sixty
     days; or an order is entered by a court of

<PAGE>

     competent jurisdiction affecting substantially all of the property or
     affairs of the party against which proceedings have been commenced under
     bankruptcy, insolvency, corporation or other similar laws as now or
     hereafter in effect and such order shall remain undismissed and unstayed
     for a period of sixty days.

15   REMEDIES

     15.1  Upon the occurrence of an event of default, as described in Section
     14 above, the non-defaulting party may, at its option, give written notice
     to the defaulting party specifying the default together with a statement of
     its intent to terminate this License Agreement if such default is not
     corrected by the defaulting party within the thirty-day period immediately
     following the date of such notice (the "Cure Period'). If at the end of the
     Cure Period the defaulting party has not cured or otherwise corrected the
     specified default, the non-defaulting party may, at its option at any time
     on or after the expiration of the Cure Period, in addition to all other
     rights and remedies available to such party at law or in equity, deem this
     License Agreement to be terminated upon the date of issuance of a written
     notice to the defaulting party advising such party of such termination,
     provided that the specified default is then continuing.

     15.2  Upon termination of this License Agreement by either party, neither
     party shall have any further rights or obligations hereunder except as
     otherwise specifically provided for hereunder, including, but not limited
     to, You Bet's obligation to pay over to Equibase all amounts then owing .

     15.3  The right of Equibase to audit the books of You Bet, as provided for
     under Subsection 4.5 above, shall survive the termination of this License
     Agreement for a period of one year.

16   NOTICES

           All notices and statements provided for herein shall be in writing,
     and shall be deemed to have been given or made when delivered or mailed,
     first-class, registered, or certified mail, to the respective addresses of
     the parties as above first written, unless either party notifies the other
     of another address pursuant to this Section 16.

17   RELATIONSHIP OF THE PARTIES HERETO

           Nothing contained in this License Agreement shall be construed to
     place the parties in the relationship of partners or joint venturers, and,
     outside the terms of this License Agreement, neither party shall have the
     power, under the terms of this License Agreement, to obligate or bind the
     other party in any manner whatsoever.

<PAGE>

18   WAIVERS

     18.1  No waiver, modification or cancellation of any term or condition of
     this License Agreement shall be effective unless executed in writing by
     both parties hereto.

     18.2  A waiver of any breach of this License Agreement by one party to the
     other shall not be construed to have been given in perpetuity.

     18.3  A failure or delay of either party hereto to enforce at any time any
     of the provisions of this License Agreement, or to exercise any option
     which is herein provided for, or to require at any time performance of any
     of the provisions hereof, shall in no way be construed to be a waiver of
     any such option or provision of this License Agreement.

19   ENTIRE UNDERSTANDING

           This License Agreement contains the entire understanding of the
     parties hereto with respect to the transactions contemplated hereby, and
     supersedes all prior agreements, understandings, and negotiations, both
     written and oral, between the parties with respect to the subject matter
     hereof.

20   NON-ASSIGNABILITY

           The license granted hereunder may not be conveyed, assigned, or
     transferred to any other person without the prior written consent of
     Equibase. Such consent shall not be withheld when the transferee is an
     entity which controls, is controlled by, or is under common control with
     You Bet. No rights granted hereunder shall devolve, by operation of law or
     otherwise, upon any assignee, receiver, liquidator, trustee, or other
     party.

21   NON-EXCLUSIVITY

           Nothing contained in this License Agreement shall be construed to
     prevent Equibase from granting any other licenses during the term of this
     License Agreement, whether such other licenses are similar or dissimilar to
     the license granted hereunder.

22   SUCCESSORS AND ASSIGNS

     22.1  This License Agreement shall be binding upon and shall inure to the
     benefit of the successors and permitted assigns of the parties hereto.

     22.2  Notwithstanding anything contained herein to the contrary, in the
     case of a dissolution of Equibase, to the extent that the
     Equibase-Registered Trademark- Data, or data

<PAGE>

     substantially similar to the Equibase-Registered Trademark- Data is not
     collected by any successor-in-interest, nothing contained herein shall be
     construed to require any successor-in-interest to continue the business
     activities of Equibase. Additionally, upon such dissolution, all
     obligations of Equibase, with respect to providing any data, shall cease
     and have no legal effect immediately upon the dissolution.

23   GOVERNING LAW

     23.1  This License Agreement shall be governed by and interpreted and
     enforced in accordance with, the laws of the Commonwealth of Kentucky,
     without regard to the conflicts of laws rules thereof. The parties hereby
     consent to the jurisdiction of the Federal and state courts located within
     the Commonwealth of Kentucky for the purpose of any action or proceeding
     brought by either of them on or in connection with this License Agreement
     or any alleged breach thereof. The parties hereby further irrevocably
     consent to the service of process in connection with any controversy by the
     mailing thereof by registered or certified mail, postage prepaid, to the
     parties hereto, at their respective addresses as first above written or as
     otherwise indicated in accordance with Section 16 above.

     23.2  In the event any litigation or other proceeding is brought by either
     party to this Agreement in connection with this Agreement, the prevailing
     party in such litigation or other proceeding shall be entitled to recover
     from the other party all costs, attorney's fees and other expenses incurred
     by such prevailing party in such litigation.

24   CAPTIONS

           The captions of the sections in this License Agreement are inserted
     for convenience only and shall not affect the interpretation or
     construction of this License Agreement.

25   REPRESENTATIONS

     25.1  Each party hereto represents that it has the power and authority to
     enter into this License Agreement, that all actions required to permit it
     to enter into this License Agreement have been authorized, and that this
     License Agreement is duly executed and delivered.

     25.2  Each party hereto represents that this License Agreement is a legal,
     valid and binding obligation of each of the parties hereto and is
     enforceable against such parties in accordance with its terms.

<PAGE>

     25.3  Equibase hereby covenants, represents and warrants to You Bet that it
     is the developer of the Equibase-Registered Trademark- database, and no
     part of the Equibase-Registered Trademark- Data shall infringe upon any
     common law or statutory rights of any person or entity, including rights
     relating to defamation, contract, trademark, patent, copyright, trade
     secret, privacy or publicity.

26   SEVERABILITY OF CLAUSES

           If any provision of this License Agreement or its application is held
     to be invalid, illegal, or unenforceable in any respect, the validity,
     legality, or enforceability of any of the other provisions and applications
     herein shall not in anyway be affected or impaired.

     IN WITNESS WHEREOF, the parties hereto have caused this License Agreement
to be executed as of the dates listed below.

EQUIBASE COMPANY                             YOU BET INTERNATIONAL, INC.


by:  /s/ Alan Marzelli                       by:  /s/ David M. Marshall
     -------------------------                    ------------------------------
     Alan Marzelli, Treasurer                     David M. Marshall, President

dated: March 21, 1996                        dated: April 2, 1996
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