GameSense Combuys posting_OSD EDIT.docx

Due Diligence Notice of Intent to Accept a Best Value Offer

Notice of Intent of the Massachusetts Gaming Commission to Accept a Best Value Offer from the British Columbia Lottery Corporation for a license for GameSense and related material including content, programming code, advertising and marketing material all associated to Licensor’s responsible gambling program and brand. The offer of the free license represents a savings of $400,000 for branding and months of work for development.

1.00 GRANT OF LICENSE

1.01 Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive license to use, reproduce and distribute GameSense within the Commonwealth of Massachusetts (the “License”). The License includes the right to develop derivative works of and otherwise customize, modify and adapt GameSense (together, the “Customizations”) providing such Customizations are (a) in accordance with the GameSense Graphics Standards Manual as set out in Schedule A, and (b) related to and support responsible gambling programs and initiatives of Licensee. The Licensee will have no right to sublicense, assign or extend any rights under this Agreement to third parties without the prior written approval of Licensor which may be withheld for any reason.

1.02 The Licensee will adhere to the Licensor’s GameSense Graphic Standards Manual set out in Schedule A, as it may be amended from time to time by Licensor.

1.03 The Licensee will not use GameSense or any Customization in any manner that might adversely affect the reputation or goodwill of the Licensor, or associate GameSense with any person, entity, cause or institution the association with which might adversely affect the reputation or goodwill of the Licensor.

1.04 The Licensee acknowledges that GameSense remains the sole and exclusive property of the Licensor. All Customizations to the brand will be the sole and exclusive property of the Licensor, unless otherwise agreed in writing. The Licensee hereby assigns and sets over and agrees to assign and set over to the Licensor all of the Licensee’s right, title and interest in and to all Customizations. The Licensee will waive and will cause its employees and subcontractors to waive any rights to the Customizations. The Licensee agrees to provide to the Licensor all assistance reasonably requested by the Licensor to perfect the rights described in this Section 1.04, including, without limitation, executing all assignments and other papers necessary or appropriate to vest the entire right, title and interest in such materials in the Licensor and its successors, licensees and assigns or to enable the Licensor to obtain such protection for Licensor’s property interest in the Customizations as the Licensor deems advisable.

2.00 TERM

2.01 The term of the License will commence upon acceptance of the Agreement by both Licensor and Licensee and will continue until terminated in accordance with Section 3.01 or by either party upon at least three (3) months’ prior written notice to the other party.

DETERMINATION OF OTHER INTERESTED BIDDERS

The intent of this Due Diligence Notice of a Intent to Accept a Best Value Offer is to determine if there are any other interested bidders qualified and willing to provide a comparable or better offer of goods and services at rates better than or equal to those offered by the Service Provider. If there are any such interested bidders, they must provide evidence of their qualifications and willingness to provide a comparable or better offer by submitting a hard copy of their offer to the following address by 5:00 PM (prevailing Eastern Time) not later than fourteen (14) calendar days after the date of posting (i.e., by 5 PM on December 16, 2014): Massachusetts Gaming Commission, Attention: Mark Vander Linden, Director Research and Problem Gambling 84 State Street, 10th Floor, Boston, MA 02109, and an electronic copy by emailing the same to Mark.Vanderlinden@state.ma.us. MGC will review all such submissions and determine whether they will either (i) withdraw the notice and not accept the Service Provider’s services or (ii) accept the offer from the Service Provider or (iii) accept an offer from any other offeror offering a comparable or better offer in their response or (iv) conduct a procurement that is fair, open and competitive for those services.

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