FINANCIAL AUDIT SERVICES _part4 potx

33 reasonable efforts to minimize any disruption such replacement may cause in the performance of Subcontractor obligations under this Agreement. B. Removal of Subcontractor Personnel by the State. Notwithstanding anything contained herein to the contrary, if the State believes that the performance or conduct of any Subcontractor Personnel employed or retained by Subcontractor to perform Subcontractor's obligations under this Agreement (including Subcontractor Key Personnel) is unsatisfactory for any reasonable and lawful reason or is not in compliance with the provisions of this Agreement (including actual or suspected violations of the terms and conditions of this Agreement and/or the State Policies and Rules), the State shall so notify Northstar and Subcontractor in writing and Subcontractor shall, at Subcontractor's cost, either: (i) promptly address the performance or conduct of such Subcontractor Personnel; or (ii) (a) if the performance or conduct is curable, as reasonably determined by the State, and Subcontractor is unable to cure the performance or conduct of such Subcontractor Personnel within thirty (30) days after the State's notification, or (b) if the performance or conduct is not curable, as reasonably determined by the State, in either case, at the State's request, promptly replace such Subcontractor Personnel with another Subcontractor Personnel reasonably acceptable to the State and with sufficient knowledge and expertise to perform the Services in accordance with this Agreement. C. Reassignment/Replacement of Subcontractor Personnel. If: (i) Subcontractor is obligated to replace any Subcontractor Personnel as provided in subsection (B) above; or (ii) Subcontractor wants to replace or reassign any of the Subcontractor Key Personnel, and either the State Approves such replacement or reassignment as provided in subsection (A) above, or the State‘s Approval to such replacement or reassignment is not required as provided above, then the proposed replacement personnel shall be "qualified," meaning that the proposed replacement personnel shall possess necessary experience and training as the Subcontractor Personnel to be replaced and, as Subcontractor deems warranted, the replacement Subcontractor Personnel shall work with the replaced Subcontractor Personnel during a reasonable transition period. D. Supervision and Conduct of Subcontractor Personnel. Subcontractor shall be responsible for the Subcontractor Services-related performance of all Subcontractor Personnel assigned to provide Subcontractor Services under this Agreement, and shall direct the management of such Subcontractor Personnel. For Subcontractor Personnel that are Subcontractor employees, Subcontractor shall: (i) determine and pay all applicable wages and salaries, including applicable overtime and other premium pay; (ii) comply with applicable tax Regulatory Requirements, including income tax and employment tax withholding Regulatory Requirements; (iii) comply with all applicable Regulatory Requirements governing the employment relationship between Subcontractor and its employees, including Regulatory Requirements, as applicable, relating to accommodation of disabilities, equal pay, provision of leave (e.g., FMLA, jury duty, etc.), unlawful discrimination, as well as wage and hour requirements; (iv) comply with all applicable workers' compensation insurance coverage Regulatory Requirements; (v) ensure that the employees are appropriately licensed and/or supervised to perform their assigned duties in accordance with applicable Regulatory Requirements; and (vi) maintain all required employment records, including I- 9, personnel and medical files consistent with applicable regulatory requirement and customary business practices. This is trial version www.adultpdf.com 34 E. Other Requirements Regarding Subcontractor Personnel. 1. Probity Investigations by the State. Subcontractor hereby acknowledges and agrees that the State shall have the right to conduct probity investigations of any Subcontractor Personnel prior to and during the Term in accordance with the Operating Standards. 2. Background Checks for Subcontractor Personnel. Subcontractor shall ensure that Subcontractor Personnel are authorized to work in any jurisdiction in which they are assigned to perform Subcontractor Services and are not otherwise disqualified from performing the Subcontractor Services under applicable Regulatory Requirements. To the extent allowed by applicable Regulatory Requirements, Subcontractor shall conduct its standard background check on all Subcontractor Personnel and shall review the results of the background check of each Subcontractor Personnel to verify that the Subcontractor Personnel meets Subcontractor‘s standards for employment. Such background check shall be in the form generally used by Subcontractor in its initial hiring of employees or contracting for contractors or, as applicable, during the employment screening process. 3. Substance Abuse Policies for Subcontractor Personnel. To the extent permitted by applicable State Policies and Rules and in accordance with Subcontractor‘s policies and procedures, Subcontractor shall immediately remove (or cause to be removed) any Subcontractor Personnel who is known to be or reasonably suspected of engaging in substance abuse while at State Facilities and/or while performing Subcontractor Services. In the case of reasonable suspicion, at Subcontractor‘s sole discretion, such removal shall be pending completion of the applicable investigation. Substance abuse includes the sale, attempted sale, possession or use of illegal drugs, drug paraphernalia, the misuse of prescription or non- prescription drugs or, to the extent not permitted at State Facilities or by Subcontractor, use of alcohol. Subcontractor covenants that it has and shall maintain substance abuse policies, in each case in conformance with applicable State Policies and Rules, and Subcontractor Personnel shall be subject to such policies. Subcontractor covenants that it shall require its Subcontractors and Affiliates providing Subcontractor Services to have and maintain such policies in conformance with applicable Regulatory Requirements and to comply with this provision. 4. Written Compliance Requirement. Subcontractor shall require and cause all of its subcontractors and Subcontractor Personnel to sign a written agreement, in a form reasonably satisfactory to the State, in which such person agrees to comply with (i) the State Policies and Rules, (ii) the State information security requirements, and (iii) the confidentiality provisions of this Agreement. 5. Equal Employment. Subcontractor and Subcontractor Personnel shall comply, and shall require all of its subcontractors to comply, with all Regulatory Requirements that pertain to, or otherwise touch upon, the employment relationship, including without limitation all applicable provisions of State and Federal laws and regulations pertaining to discrimination against any employee or applicant for employment because of race, color, religion, age, gender, national origin, ancestry, marital status, sexual orientation, military status, physical or mental disability unrelated to ability, order of protection status, unfavorable discharge from military service, sexual or other forms of unlawful harassment and equal employment opportunity, such as the Illinois Human Rights Act (775 ILCS 5); the Public Works Employment Discrimination Act (775 ILCS 10); the United States Civil Rights Act of 1964 (as amended) (42 U.S.C. §2000a- §2000h-6); Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); the Americans with Disabilities Act of 1990 (42 This is trial version www.adultpdf.com 35 U.S.C. §12101 et seq.); Executive Orders 11246 and 11375 (Equal Employment Opportunity) and Executive Order 13160 (2000) Improving Access to Services for Persons with Limited English Proficiency). Upon the State's request, Subcontractor shall furnish to the State written certification that Subcontractor is in compliance with all applicable non-discrimination Regulatory Requirements applicable to private sector employers and agrees to obtain similar certifications from any subcontractors. Subcontractor hereby covenants and agrees that no person shall be (i) excluded from participation in, or be denied benefits of, this Agreement where such participation or benefits are obligated by this Agreement or applicable laws, or (ii) excluded from employment, denied any of the benefits of employment or otherwise be subjected to discrimination on the grounds of handicap or disability, age, race, color, religion, sex, national origin or ancestry, or any other classification protected by applicable law. Subcontractor shall, upon request, show proof of such nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. 6. Record Keeping. Subcontractor shall maintain documentation for all fees or charges incurred by Northstar under this Agreement or any modifications or amendments hereto. The books, documents, papers, accounting records and other evidence pertaining to products and/or services to be provided or performed or money received under this Agreement shall be (i) maintained for a period of five (5) full years from the date of the final payment and (ii) subject to audit or inspection at any reasonable time and upon reasonable notice by the Lottery or its duly appointed representatives. Subcontractor shall make such materials available at its offices, and copies thereof shall be furnished to the Lottery or its duly appointed representative by the Subcontractor, at no cost to the Lottery or its duly appointed representative, if so requested. Such records shall be maintained in accordance with GAAP and any other applicable procedures established by the Lottery from time to time. 7. PROHIBITION AGAINST LOTTERY PLAY A. Subcontractor's officers, as well as its employees and agents actually performing the Services pursuant to this Agreement are expressly prohibited from purchasing or redeeming any Lottery ticket. B. In addition, Subcontractor is expressly prohibited from engaging in any activity that is contrary to Existing Lottery Law, State Policies and Rules, the PMA or any other agreement which governs the terms of Northstar‘s relationship with the State. 8. TERM; TERMINATION A. Initial Term; Renewals. Subject to the other terms and conditions of this Agreement, this Agreement shall commence on the Execution Date and expire on ____________________ (the ―Term‖). This Agreement may be extended, provided that Northstar shall provide Subcontractor with its election to extend this Agreement on no less than forty-five (45) days written notice prior to the end of the initial term or any then-current renewal term. B. Automatic Termination; Termination for Convenience; Termination For Cause. 1. Northstar has the unconditional right to terminate this Agreement before expiration of its This is trial version www.adultpdf.com 36 Term should the PMA be terminated for any reason or upon thirty (30) days prior written notice from Northstar to Subcontractor. 2. Northstar may terminate this Agreement immediately without penalty or further payment required, (i) if the State requires that Northstar replace Subcontractor pursuant to Section 7.14 of the PMA; (ii) if Subcontractor fails to perform to Northstar‘s reasonable satisfaction any of its material duties or obligations under this Agreement, which are either not capable of or subject to being cured, or are not cured within any time period specified in the written notice of breach provided by Northstar; (iii) if the actions or failure to act of Subcontractor, its agents, employees or subcontractors have caused, or reasonably could pose a threat to the health and safety of any person, or the loss, damage or destruction to any real or tangible personal property, or jeopardize the reputation or good will of Northstar the State; (iv) upon a material misrepresentation or falsification of information provided by Subcontractor in the course of any dealings between the parties; (v) upon a commencement of proceeding by or against Subcontractor under the U.S. Bankruptcy Code or similar law, or any action to dissolve, merge or liquidate Subcontractor. In the event of any of the circumstances enumerated in (ii) – (v) above, Northstar may elect to enforce the terms and conditions of this Agreement, and in either event seek any available legal or equitable remedies and damages. In the event that this Agreement is cancelled for cause, in addition to any legal remedies otherwise available to Northstar by law or equity, Subcontractor shall be responsible for all costs incurred by Northstar in canceling this Agreement, including but not limited to administrative costs, attorney fees, court costs, and any additional costs Northstar may incur to procure the Services requested by this Agreement from other sources. 3. In the event the State elects to have this Agreement assigned to it as contemplated by Section 7.13 of the PMA, the Parties agree to terminate this Agreement in its entirety, and Subcontractor agrees to execute a new agreement with the State on identical terms as those that are set forth in this Agreement. 4. Each party agrees that this Agreement may be terminated without liability on the part of the Northstar or the Division in the event that the Division disapproves the Agreement and demands its termination. 9. NO ASSIGNMENT; SUBCONTRACTING This Agreement shall not be assigned by the Subcontractor, in whole or in part, without the prior written consent of Northstar. It shall be assignable by Northstar to any subsidiary or affiliated corporation or to any person, firm or corporation which may become a successor in interest to Northstar by purchase, merger or otherwise. Any assignment made in violation of this Section shall be void and of no force or effect. Subcontractor may, in accordance with the provisions of Article 7 of the PMA, use subcontractors and vendors to provide products or services as Subcontractor deems are necessary for the performance of its Services. Such subcontracts shall be entered into in accordance with the PMA‘s competitive procurement requirements (Section 7.2); the participation by Minority Business provisions (Section 7.4 of the PMA); the notification and approval rights set forth in Section 7.6, as well as the other applicable terms and conditions of Article 7. This is trial version www.adultpdf.com 37 10. INSURANCE During the Term of this Agreement and for a minimum of one (1) year after the expiration of this Agreement, Subcontractor shall provide and maintain, at its sole expense, insurance of the types and levels set forth in the RFP, which are levels consistent with acceptable and prudent business practices for the type and quantity of goods and/or Services being provided herein. Evidence of such insurance coverage shall be provided to Northstar upon request. 11. COMPLIANCE A. Subcontractor shall obtain all Governmental Approvals and other Third Party licenses, authorizations, approvals and consents required in connection with the Services provided hereunder. B. Subcontractor shall comply with the State Policies and Rules. Subcontractor shall be responsible for any fines or penalties imposed on Northstar resulting from Subcontractor‘s failure to comply with the State Policies and Rules. C. Marketing Restrictions. Subcontractor shall comply at all times with Section 5.1.2 (Marketing Restrictions) and 5.1.3 (Marketing Code of Conduct) of the Operating Standards. D. Subcontractor and any of their affiliates are prohibited from engaging in any activity that is contrary to the Existing Lottery Law, State Policies and Rules, the PMA or Operating Standards. E. Subcontractor shall comply with the BEP Utilization Plan submitted by Subcontractor as part of the RFP. 12. REPRESENTATIONS AND WARRANTIES A. Representations and Warranties of Subcontractor. Subcontractor makes the following representations and warranties to Northstar and acknowledges that Northstar is relying upon such representations and warranties in entering into this Agreement: 1. Organization. Subcontractor is duly organized, validly existing and in good standing under the laws of the state of its organization. Subcontractor is qualified and registered to transact business in all locations where the performance of its obligations hereunder would require such qualification and registration. 2. Power and Authority. Subcontractor has the power and authority to enter into and perform this Agreement and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it in accordance with the terms hereof. 3. Enforceability. This execution, delivery and performance by Subcontractor of this Agreement has been duly authorized, executed and delivered by Subcontractor and constitutes a valid and legally binding obligation of Subcontractor, enforceable against it in accordance with the terms hereof, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. This is trial version www.adultpdf.com 38 4. No Conflicts. The execution and delivery of this Agreement by Subcontractor, the consummation of the transactions contemplated hereby and the performance by Subcontractor of the terms, conditions and provisions hereof has not and will not contravene or violate or result in a material breach of (with or without the giving of notice or lapse of time, or both) or acceleration of any material obligations of Subcontractor under (i) any applicable Law, (ii) any agreement, instrument or document to which Subcontractor is a party or by which it is bound or (iii) the articles, bylaws or governing documents of Subcontractor. 5. Consents. No Consent is required to be obtained by Subcontractor from, and no notice or filing is required to be given by Subcontractor to or made by Subcontractor with, any Person (including any Governmental Authority) and Subcontractor will maintain in effect any such Consent, in connection with the execution and delivery by Subcontractor of this Agreement or the consummation by Subcontractor of the transactions contemplated hereby, except for such Consents which have been obtained and notices which have been given as of the date hereof, and except for such Consents, the failure of which to obtain or file would not materially impair Subcontractor's execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. 6. Compliance with Laws; Certifications and Acknowledgments; Litigation. Subcontractor is in compliance in all material respects with all applicable Laws or Regulatory Requirements and all State Policies and Rules. There is no action, suit or proceeding, at law or in equity, or before or by any Governmental Authority, pending nor, to Subcontractor's knowledge, threatened against Subcontractor, which could reasonably be expected to have a material adverse effect on (i) the ability of the Parties to consummate the transactions contemplated by this Agreement or (ii) the validity or enforceability of this Agreement. 7. Ineligibility. Subcontractor is not ineligible to contract or barred from contracting with the State pursuant to any Law or Regulatory Requirements. 8. Brokers. There are no investment bankers, brokers or finders which have been retained by or are authorized to act on behalf of Subcontractor or any of its Affiliates who might be entitled to any fee or commission in connection with this Agreement and/or the transactions contemplated hereby. 9. No Inducements. Neither Subcontractor nor any of its Affiliates, nor any Subcontractor Personnel, has accepted or shall accept anything of value based on an understanding that the actions of Subcontractor, any such Affiliates or any such Subcontractor Personnel would be influenced thereby in connection with this Agreement. No unlawful commission, payment, kickback, lavish or extensive entertainment or other inducement or thing of value has been or will be promised, paid, made or given by Subcontractor or any of its Affiliates or Representatives, or any Subcontractor Personnel, to any Third Party in connection this Agreement. 10. Suitability. Subcontractor and any Persons Subject to Suitability Standards (by reason of their relationship with Subcontractor, including any Subcontractor Personnel) pursuant to the State Policies and Rules as of the Execution Date meet all suitability requirements of said State Policies and Rules. 11. Financial Condition. Subcontractor as of the Execution Date possesses, and will maintain throughout the Term of this Agreement, sufficient financial resources to comply with all of the This is trial version www.adultpdf.com 39 requirements of Subcontractor under this Agreement, including but not limited to any contingent obligations under any Subcontract or Vendor Contract entered into by Subcontractor in connection herewith. If Subcontractor experiences a change in its financial condition that would materially and adversely affect its ability to perform under this Agreement, then it promptly shall notify Northstar of such change. Any financial statements, reports and other information furnished by Subcontractor to Northstar as part of its Proposal or otherwise in connection with the award of this Agreement fairly and materially accurately represent the business, properties, financial condition and results of operations of Subcontractor as of the respective dates, or for the respective periods, covered by such financial statements, reports or other information. Since the respective dates or periods covered by such financial statements, reports or other information, there has been no material adverse change in the business, properties, financial condition or results of operations of Subcontractor. 12. No Litigation. There is no pending or, to its knowledge, anticipated claim, suit or proceeding that involves Subcontractor that would materially and adversely affect Subcontractor ability to perform its obligations under this Agreement. At all times during the term of this Agreement, Subcontractor shall notify Northstar, within a reasonable period of time after Subcontractor‘s knowledge of any such claim, suit or proceeding initiated by or against Subcontractor that would materially adversely affect Subcontractor‘s ability to perform under this Agreement. 13. Non-Infringement; Authority to Grant Rights. To Subcontractor‘s knowledge, the Subcontractor Intellectual Property and the Subcontractor‘s Services and Northstar‘s (or, to the extent contemplated by the PMA, the State‘s) use (in compliance with this Agreement and the PMA, as applicable) thereof, will not infringe, misappropriate or violate any Intellectual Property rights of any Third Party. Subcontractor (a) has the right to grant the rights and/or licenses granted to Northstar (or, to the extent contemplated by the PMA, the State) in this Agreement and (b) is the owner of or authorized to use all Subcontractor Intellectual Property. 14. Information Furnished. To the best of Subcontractor‘s knowledge after due inquiry, (a) the information and disclosures provided by SG Subcontractor I for inclusion in its Proposal, and (b) all the information provided by Subcontractor made a part of this Agreement, in each case, contains no untrue statement of a material fact or omits any material fact necessary to make such information not misleading. 15. Standard Certifications. Subcontractor hereby certifies that each of the representations and warranties set forth in Schedule B attached hereto are true and correct as of the date hereof and covenants that it shall maintain compliance with each such representation and warranty. 13. INDEMNIFICATION A. Subcontractor shall indemnify, defend and hold harmless Northstar, its directors, officers, employees and agents from and against, and shall pay any and all losses sustained or incurred by Northstar and its directors, officers, employees and agents, based upon, relating to or arising from, any and all claims in connection with any of the following: (i) any actual or alleged bodily injury or death, damage to tangible personal or real property, notwithstanding the form in which any such action is brought (e.g. contract, tort, or otherwise), to the extent such injuries or damages arise directly or indirectly from acts, errors or omissions that constitute negligence, willful misconduct or violations of a Regulatory Requirement by Subcontractor; This is trial version www.adultpdf.com 40 (ii) Subcontractor's breach of any of the Representations and Warranties set forth in Section 12 of this Agreement; (iii) Subcontractor's breach of any of its obligations under any third party contract to which Subcontractor is a party and is used by Subcontractor to provide Services or otherwise perform its obligations under this Agreement; (iv) Subcontractor‘s services performed or work product delivered by Subcontractor or any of its subcontractors pursuant to this Agreement infringes any United States or foreign patent, copyright, trade secret or other proprietary right of any person or entity. (iv) Subcontractor's failure to obtain, maintain or comply with any Governmental Approval required to be maintained by Subcontractor under this Agreement; 14. CHOICE OF LAW This Agreement and any controversies, claims or arbitration hereunder shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law rules. Any controversy or claim not resolved by the parties arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association. Venue for the conduct of the arbitration shall be Chicago, Illinois, except that, at the direction of the arbitral tribunal or with the consent of the applicable parties hereto, particular hearings in aid of such arbitration may be held in other places. Judgment upon the award rendered by the applicable arbitrator(s) may be entered in any court having jurisdiction thereof. 15. GENERAL A. This Agreement is effective on the date first above written. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. B. All notices, demands, consents and other communications required or permitted under this Agreement shall be in writing and deemed given when sent: (i) by certified mail, return receipt requested, or (ii) by private overnight delivery service (e.g., Federal Express, Courier, Airborne or UPS), to the address of the party set forth on the first page of this Agreement, or to such other address as notified by the party hereto in accordance with this Agreement. C. In case any one or more of the provisions contained in the Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the enforceability of any other provision of this Agreement. If any one or more of the provisions contained herein shall for any reason be held by a court having jurisdiction over the parties and this Agreement to be excessively broad as to duration, scope, activity or subject, it shall be construed, by limiting or reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. D. Failure by either party of this Agreement to enforce any provision of this Agreement shall not be deemed a waiver of that or any other provision. This is trial version www.adultpdf.com 41 E. This Agreement may be amended only by a writing executed by Northstar and the Subcontractor. The Subcontractor acknowledges that it has read this Agreement, and agrees that it is the complete and exclusive statement of the Agreement between the parties, and supersedes all prior proposals and understandings, oral or written, relating to the subject matter of this Agreement. F. This Agreement shall be binding upon and inure to the benefit of Northstar, its legal representatives and permitted assignees and upon the Subcontractor, its legal representatives, successors, or permitted assignees under this Agreement. G. The Subcontractor acknowledges that a violation of this Agreement may cause serious, immediate and irreparable harm to Northstar. Therefore, the Subcontractor agrees that in addition to any other legal and/or equitable remedies available to Northstar for the enforcement of the terms hereof, Northstar may be entitled to seek specific performance and/or injunctive relief against any actual or actively contemplated violation of this Agreement. Furthermore, the Subcontractor shall promptly reimburse Northstar for any fees and other expenses incurred by it in pursuit of said performance and/or relief, provided Northstar is successful in obtaining said performance and/or relief. H. Notwithstanding anything else contained in this Agreement, neither Party shall be liable for any delay in performing its obligations hereunder if such delay is caused by an event of Force Majeure. The Party which is affected by the event of Force Majeure shall give the other, in writing at the earliest possible time, notice of its claim for an extension of time, together with a statement of the facts upon which it bases its claim. If the causes of the delay are agreed to be beyond the reasonable control of the affected Party, the other Party will grant reasonable extension(s) of time for the completion of this Agreement or any part thereof, provided that all reasonable action has been taken by the first party to prevent such delay from extending the time for completion of the affected party's obligations hereunder. In the event that said delay in performance exceeds three (3) months' notwithstanding the granting of such reasonable extension(s) of time for the completion of this Agreement or fulfilment or satisfaction of any of the obligations, terms and conditions herein, or any part thereof, either Party is entitled to terminate this Agreement on giving fourteen (14) days‘ notice in writing to the other. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. SUBCONTRACTOR NORTHSTAR LOTTERY GROUP, LLC Signature: ______________________________ Print Name: _____________________________ Title: __________________________________ Signature: ______________________________ Print Name: _____________________________ Title: __________________________________ This is trial version www.adultpdf.com 42 EXHIBIT A Form of Non-Disclosure Agreement This Non-Disclosure Agreement (this ―Agreement‖) is hereby entered into as of this ___ day of __________, 2011 by and between NORTHSTAR LOTTERY GROUP, LLC, a ____________limited liability company, on behalf of itself and its Affiliates (―Northstar‖), and [_________________] (―Company‖ and, together with Northstar, the ―Parties‖). For purposes of this Agreement, ―Affiliates‖ of a person or entity shall mean any person, corporation, partnership, limited liability company, professional organization, enterprise, sole proprietorship or other entity or association that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Northstar or in which such person has an economic or voting interest of at least ten percent (10%) of common equity. BACKGROUND WHEREAS, Northstar and the State of Illinois, Department of Revenue, Illinois Lottery (the ―Department‖) entered into an agreement on January 18th, 2011 (the ―PMA‖) by which Northstar shall assist the Department in its operation of the state-conducted lottery for a term not to exceed ten (10) years (the ―Transaction‖); WHEREAS, pursuant to the terms of the PMA, Northstar shall require all of its Subcontractors and Subcontractor Personnel having access to State Confidential Information to be subject to a written agreement of confidentiality and non-disclosure that contains terms and conditions substantially similar to those set forth in Article 9 of the PMA; WHEREAS, the Company may need, from time to time, access or use of Confidential Information in furtherance of the Company‘s obligations to Northstar, and Northstar may need, from time to time, to disclose such Confidential Information to Company; and WHEREAS, the Parties now wish to enter into this Agreement to protect the Confidential Information and restrict its use strictly to the purposes stated herein. AGREEMENT NOW, THEREFORE, and in consideration of the promises and covenants hereinafter set forth, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, and with the foregoing recitals being incorporated into this Agreement by this reference, the Parties hereby agree as follows: 1. Definitions. (a) Confidential Information. For purposes of this Agreement, ―Confidential Information‖ shall mean (i) all information marked confidential, restricted or proprietary by either Party; or (ii) any other information that is treated as confidential by the Department, Northstar, or Company and would reasonably be understood to be confidential, whether or not so marked. In the case of the Department, Confidential Information also shall include State Intellectual Property, the State Data, attorney-client privileged materials, attorney work product, customer lists, customer contracts, customer information and transaction data, rates and pricing, information with respect to competitors, strategic plans, account information, research information, This is trial version www.adultpdf.com [...].. .financial/ accounting information (including assets, expenditures, mergers, acquisitions, divestitures, billings collections, revenues and finances), IT and personnel information, marketing/sales information, information regarding businesses, plans, operations, Third Party contracts, licenses, internal or external audits, law suits, regulatory compliance or... considers confidential, proprietary, or trade secret Company may disclose the Confidential Information to its responsible employees, auditors, attorneys, accountants, or permitted consultants, but only where: (i) said individual or entity is authorized to perform work or services by Northstar; (ii) such disclosure is necessary for the performance of said individual‘s or entity‘s obligations pursuant... responsible for any acts or omissions of such responsible employees, auditors, attorneys, accountants, or permitted consultants in conflict with this Agreement or with any of the instructions required to be given in accordance with the foregoing 3 Required Disclosure In the event that Company, or any of its responsible employees, auditors, attorneys, accountants, or permitted consultants, are required... obligations pursuant to this Agreement; and, (iii) and said individual or entity agrees to the confidentiality obligations prescribed by this Agreement Company agrees to instruct all such responsible employees, auditors, attorneys, accountants, or permitted consultants to perform his, her, or its obligations in accordance with the terms and conditions of this Agreement and not to disclose such Confidential Information . Subcontractor shall be responsible for the Subcontractor Services- related performance of all Subcontractor Personnel assigned to provide Subcontractor Services under this Agreement, and shall direct. jurisdiction in which they are assigned to perform Subcontractor Services and are not otherwise disqualified from performing the Subcontractor Services under applicable Regulatory Requirements. To the. PMA, use subcontractors and vendors to provide products or services as Subcontractor deems are necessary for the performance of its Services. Such subcontracts shall be entered into in accordance