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Exhibit 10.3

 

 

DATED  March 31, 2009

 

 

 

 

 

LIVE CURRENT MEDIA   Inc

 

 - and –

 

GLOBAL CRICKET VENTURES PTE LTD

 

- and –

 

BOARD OF CONTROL FOR CRICKET IN INDIA

 

 

 

 

 

NOVATION AGREEMENT

 

 

 

 

 

Execution copy

 

 


 

 

THIS NOVATION AGREEMENT (the “Agreement”) is made the 31 st day of March 2009

 

BETWEEN

 

(1)

LIVE CURRENT MEDIA   Inc., having its principal office at Suite 645, 375 Water St., Vancouver, BC, CANADA, V6C 5B6  (“ Live Current ”); and

 

(2)

GLOBAL CRICKET VENTURES PTE. LTD., a company incorporated under the laws of Singapore having its registered office at 17 Philip Street #05-01, Grand Building Singapore 048695 (“ GCV ”); and

 

(3)

BOARD OF CONTROL FOR CRICKET IN INDIA a society registered under the Tamil Nadu Societies Registration Act and having its address at Cricket Center, Wankhede Stadium, Mumbai – 400020 India (the “ BCCI-IPL ”).

 

(Live Current, BCCI-IPL and GCV shall also as the context requires be referred to as a “ Party ” and collectively as the “ Parties ”)

 

WHEREAS

 

(A)

On the 16 April 2008, Live Current and BCCI-IPL entered into a binding MOU under which BCCI-IPL authorised Live Current to design, build, operate, maintain and promote the official website of the Indian Premier League (the “IPL Website”) (the “Original Agreement” or “MOU” attached as Schedule 1 hereto).

 

(B)

The parties to this Agreement have agreed that Live Current should be released and discharged from the Original Agreement and all outstanding obligations under the Original Agreement in respect of the period commencing on the date of this Agreement (the “Novation Date”) subject to GCV undertaking to perform the Original Agreement (as amended hereunder) and to be bound by the terms of the Original Agreement from the commencement of the Novation Date onwards in place of Live Current.

 

WHEREAS IT IS HEREBY AGREED AS FOLLOWS, IN EXCHANGE FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT ADEQUACY AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED AND ACCEPTED BY THE PARTIES HERETO:

 

(1)

GCV undertakes to Live Current and as a separate undertaking to BCCI-IPL to perform the Original Agreement and to be bound by the terms of the Original Agreement in respect of the period commencing on the Novation Date in every way as if GCV were a party to the Original Agreement in place of Live Current and on the basis that from the Novation Date GCV shall be regarded as having become a party to the Original Agreement in place of Live Current.

 

 

Execution copy

 

2


 

 

 

(2)

(a)

With effect from the Novation Date BCCI-IPL releases and discharges Live Current from the Original Agreement and all outstanding obligations and any claims and demands under the Original Agreement including the Minimum Annual Fees originally due on October 1, 2008 and January 1, 2009 (the “Accrued Fees”) and accepts the liability of GCV under the Original Agreement in lieu of the liability of Live Current and agrees to be bound by the Original Agreement in every way as if GCV were named in the Agreement as a party to the Original Agreement in place of Live Current.  For the avoidance of doubt, with effect from the Novation Date, Live Current (a) shall immediately cease to exercise or exploit any such rights, licenses or benefits granted under the Original Agreement; (c) shall not thereafter use or exploit its previous connection with BCCI-IPL or the Indian Premier League, whether directly or indirectly; (d) shall not at any time thereafter (i) disclose or use any confidential information relating to BCCI-IPL, or the IPL acquired by Live Current during or as a result of the Original Agreement; (ii) make any use of any trade marks, trade names and/or logos of BCCI-IPL, the IPL sponsors, partners or franchises or any similar trade marks, trade names and/or logos; (iii) purport to be associated with BCCI-IPL and/or the IPL; (d) shall promptly return to BCCI-IPL all property of BCCI-IPL within its possession, save that Live Current will be permitted to retain such property as it demonstrates (to the BCCI’s reasonable satisfaction) to be required by law to be maintained for records;  (e) Current shall execute any documents required by BCCI-IPL to effect the termination and/or assignment to BCCI-IPL of any rights in connection with the IPL website (in accordance with clause 4.2 of the Original Agreement);

 

(b)

GCV shall further pay BCCI-IPL the sum of US$750,000 that is owing from Live Current to the Board of Control for Cricket in India under the Memorandum of Understanding entered into by Live Current and BCCI in respect of the BCCI official website dated 16 April 2008 and which is terminated by a mutual termination agreement signed simultaneously with this Novation Agreement. GCV shall pay the US$750,000 by 1 July 2009 in addition to the sums due under the Original Agreement in accordance with the revised payment schedule as set out at Clause 4(k) below and the terms and conditions applicable to payments in the Original Agreement.

 

(3)

Live Current covenants with GCV and as a separate covenant with BCCI-IPL that, except for payment of the Accrued Fees, it shall duly discharge all the liabilities and perform all the obligations of Live Current (if any) under the Original Agreement up to and including the Novation Date and undertakes to indemnify GCV and BCCI-IPL and keep GCV and BCCI-IPL indemnified against all actions, proceedings, claims, demands and expenses of whatever nature arising out of or in connection with any breach by Live Current of the terms of the Original Agreement, except for payment of the Accrued Fees, in respect of the period up to and including the Novation Date.

 

(4)

GCV and BCCI-IPL hereby agree to amend the Original Agreement as follows:

 

 

Execution copy

 

3


 

 

 

(a)

Clause 1.5 of the Original Agreement shall be replaced with the following:

 

“GCV will construct a web portal at CRICKET.COM (the " CRICKET.COM Portal ")”

 

(b)

The paragraph at the end of Clause 1.8 of the Original Agreement shall be amended as follows:

 

“In each case for a period commencing on 1 April 2008 and ending on 31 December 2017, subject to the terms and conditions of clause 1.9 below.”

 

(c)

Intentionally omitted.

 

(d)

Clause 1.15(i) and 1.15(ii) of the Original Agreement as set out below shall be deleted in its entirety and treated as intentionally deleted so that the numbering of subsequent sub-paragraphs does not change::

 

“(i)           The Parties will set up a joint committee (“ Facilitation Committee ”), which will comprise of such number of LIVE CURRENT MEDIA representatives and BCCI-IPL representatives as may be agreed upon by the Parties. The Facilitation Committee will be chaired by a nominee of the BCCI or such other person as agreed between the Parties.  It is agreed that the chair of the Facilitation Committee shall not have a casting vote on any issue.

 

(ii)           The payment schedule set out in clause 1.10 and detailed in S


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