Instructions to receive LOTTERIES RFP 2010-12 Online Bingo Solution

To protect Atlantic Lottery Corporation’s (ALC), Loto-Québec’s (LQ) and British

Columbia Lottery Corporation’s (BCLC) intellectual property, a Confidentiality and
Non-Disclosure Agreement (NDA) is to be completed and returned to ALC to
receive a copy of RFP # 2010-12. The issuance of this RFP will approximately be
on September 27, 2010. All suppliers who complete and return the NDA and
meet the eligibility criteria below will receive a copy of the RFP on the issue date.

ALC, LQ and BCLC are viewed as very successful and industry leading
organizations and in order to remain relevant to our players we must deliver what
the player wants in the safest and most entertaining way possible. In order to do
this, we are planning on issuing this request for proposal (RFP) to invite
interested suppliers to submit a proposal in order to select a Supplier for
providing an Online Bingo Solution. This Solution will be offered online and must
be integrated with an OpenBet Player Account Management System (PAM)
provided by OpenBet Technologies (formerly Orbis Technology Limited).

The potential Respondents must meet all of the following criteria to be eligible to
submit a proposal:
• Complete and submit the enclosed NDA and include a corporate profile
including disclosure of all affiliated companies.
• Ensure that Hosting Data reside within a Canadian based data center.
• Not operate (or commit to not operate) in Canada or take Canadian
wagers in a non-legalized market.
• Provide the Online Bingo Solution and support in English and French (or
commit to have them available).
• Have already implemented an Online Gaming System.

1
Contains confidential information, including (i) proprietary LOTTERIES or third party information; (ii) information, the
disclosure of which may harm LOTTERIES, or third party’s financial or economic interests; and/or (iii)advice and/or
recommendations. Not intended for public distribution

Confidentialityagreement RFP 2010-12

The closing date of the RFP will be on November 1, 2010.

We are neither bound to accept the lowest priced proposal nor to accept any
proposal which is submitted. If an award results from this RFP, the award may
not be exclusive. We may choose to work with other Suppliers or use in-house
resources.

If you wish to receive a copy of the RFP, please complete the attached NDA
including your responses to the eligibility criteria and return it to Karyn Roy via e-
mail at Karyn.Roy@alc.ca.

If you have any questions, please e-mail Karyn Roy or call at 506-867-6444.

2
Contains confidential information, including (i) proprietary LOTTERIES or third party information; (ii) information, the
disclosure of which may harm LOTTERIES, or third party’s financial or economic interests; and/or (iii)advice and/or
recommendations. Not intended for public distribution

Confidentialityagreement RFP 2010-12

 Declaration of compliance with eligibility criteria

Request for Proposals # 2010-12

The Respondent must indicate if it meets the different eligibility criteria as specified in
the “Instructions to receive LOTTERIES RFP 2010-12”.

DESCRIPTION YES NO
Complete and submit the enclosed NDA and include a corporate
profile including disclosure of all affiliated companies.

Ensure that Hosting Data reside within a Canadian based data

center.

Not operate (or commit to not operate) in Canada or take Canadian

wagers in a non-legalized market.

Provide the Online Bingo Solution and support in English and French
(or commit to have them available).

Have already implemented an Online Gaming System.

NAME OF RESPONDENT: ____________________________________________________

SIGNATURE OF AUTHORIZED REPRESENTATIVE: ____________________________
DATE: ____________________________

3
Contains confidential information, including (i) proprietary LOTTERIES or third party information; (ii) information, the
disclosure of which may harm LOTTERIES, or third party’s financial or economic interests; and/or (iii)advice and/or
recommendations. Not intended for public distribution

Confidentialityagreement RFP 2010-12

 CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

AGREEMENT made the _____ day of _________2010.

BETWEEN: [COMPANY NAME], a body corporate, with an office at [address]

(hereinafter called “XX”)

OF THE FIRST PART,

- AND -

ATLANTIC LOTTERY CORPORATION INC., a body corporate, with its

registered head office at 922 Main Street, Moncton, New Brunswick

- AND -

LOTO-QUÉBEC . a body corporate, with its registered head office at 500

Sherbrooke Street West, Montréal, Québec

-AND-

BRITISH COLUMBIA LOTTERY CORPORATION (“BCLC”), a

provincial Crown corporation with an address at 74 West Seymour Street,
Kamloops, BC, V2C 1E2 and B.C. LOTTOTECH INTERNATIONAL INC.,
a wholly owned subsidiary of BCLC

(hereinafter called "LOTTERIES ")

OF THE SECOND PART.

WHEREAS:

a) LOTTERIES intend to issue Request for Proposal RFP # 2010-12 in September

2010 (“RFP # 2010-12”);

b) On behalf of the LOTTERIES, ALC is managing the competitive bid process

associated to RFP # 2010-12 and has been authorized to enter into this Agreement
on their behalf; and

c) LOTTERIES and XX have agreed that ALC will provide a copy of RFP # 2010-12 to
XX for XX’s consideration on the understanding and agreement that XX will keep
confidential the existence and contents of RFP # 2010-12 and any confidential or
proprietary information subsequently provided by LOTTERIES on the terms and
conditions appearing herein;

4
Contains confidential information, including (i) proprietary LOTTERIES or third party information; (ii) information, the
disclosure of which may harm LOTTERIES, or third party’s financial or economic interests; and/or (iii)advice and/or
recommendations. Not intended for public distribution

Confidentialityagreement RFP 2010-12

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and the sum of $1.00 now paid by LOTTERIES to XX and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

1. a) As used in this Agreement "Confidential Information" shall mean:

(i) any and all information and any copies or records thereof, in any medium,
which has already been or will be disclosed to or otherwise obtained by XX
from ALC in connection with RFP # 2010-12, including the RFP # 2010-12
document itself and any contents thereof and any information provided by
LOTTERIES associated to RFP #2010-12; and

(ii) any and all information and any copies or records thereof, in any medium,
developed or prepared by XX, its employees, subcontractors or agents, that
contains information, or references to information, referred to in paragraph 1.a)
above.

b) Notwithstanding the foregoing, the following shall not be “Confidential Information”:

(i) information that is or has been generally available to the public or lawfully
comes into the public domain otherwise than in circumstances giving rise to a
breach of the terms of this Agreement;

(ii) information subsequently received by XX in good faith from an entity other

than LOTTERIES having the prior right to make such disclosure;

(iii) information independently developed by XX that does not include or refer in

any manner to Confidential Information, including, without limitation, general
industry data developed or collected by XX or its subcontractors;

(iv) information which LOTTERIES approves in writing for unrestricted release or

disclosure; and

(v) information disclosed pursuant to court order or other governing authority

having jurisdiction over such matters including pursuant to a request under
access to information legislation.

2. XX acknowledges a duty of confidentiality owed to LOTTERIES and shall not, at

any time before or after the closing date for RFP # 2010-12 (directly or indirectly, in
whole or in part) disclose in any form or manner and to any extent whatsoever any
Confidential Information to anyone, except to those authorized employees,
subcontractors and authorized representatives of XX who need to know such
information in order to consider and/or respond to RFP # 2010-12 and then only to
the extent necessary for these purposes.

5
Contains confidential information, including (i) proprietary LOTTERIES or third party information; (ii) information, the
disclosure of which may harm LOTTERIES, or third party’s financial or economic interests; and/or (iii)advice and/or
recommendations. Not intended for public distribution

Confidentialityagreement RFP 2010-12

3. The obligations of XX under this Agreement shall extend to and include and be
observed by all employees, subcontractors and agents of XX involved in
evaluating, considering and/or preparing XX’s response to RFP # 2010-12 and XX
shall ensure such employees, subcontractors and agents agree to be bound by the
terms of this Confidentiality and Non-Disclosure Agreement.

4. XX acknowledges that a violation of the provisions of this Agreement would cause

serious and irreparable harm to LOTTERIES. If a breach of this Agreement
occurs, XX agrees that LOTTERIES shall be entitled to an injunction without the
necessity of proving the usual prerequisites for injunctive relief. This does not
affect in any manner any other legal or equitable remedies available to
LOTTERIES for breach of this Agreement.

5. If any provision of this Agreement becomes invalid or unenforceable in whole or in

part for any reason whatsoever, such invalidity or unenforceability will not affect
the enforceability of any of the remaining provisions of the Agreement.

6. No waiver of this Agreement will be effective unless agreed to in writing by the

party against whom the waiver is sought to be enforced. Waiver of any default or
breach does not constitute a waiver of any other default whether similar or
otherwise.

7. This Agreement shall enure to the benefit of and be binding upon the parties
hereto, their respective heirs, executors, administrators, successors and assigns.
This Agreement shall be binding upon affiliate and/or subsidiary companies and
business entities of XX.

8. All terms and conditions in this Agreement shall survive the closing date of RFP #
2010-12.

9. This Agreement shall be governed by and construed in accordance with the laws
of Canada and the province of incorporation of the Lottery which is affected by the
claim, question, controversy or other dispute. If the claim, question, controversy or
other dispute affects more than one Lottery, the laws of Canada and the Province
of New Brunswick will apply. The foregoing is without reference to any choice of
law or conflict of law principles.

10. This Agreement may be executed in counterparts or by fax, each of which shall be
deemed an original and all of which together shall constitute one and the same
contract.

6
Contains confidential information, including (i) proprietary LOTTERIES or third party information; (ii) information, the
disclosure of which may harm LOTTERIES, or third party’s financial or economic interests; and/or (iii)advice and/or
recommendations. Not intended for public distribution

Confidentialityagreement RFP 2010-12

IN WITNESS WHEREOF the parties have executed this Agreement the day and
year first above written.

[COMPANY NAME]

By:__________________________________
Name:
Title:
Phone #:
E-mail:

ATLANTIC LOTTERY CORPORATION INC.

On behalf of the LOTTERIES

By:__________________________________
Name:

7
Contains confidential information, including (i) proprietary LOTTERIES or third party information; (ii) information, the
disclosure of which may harm LOTTERIES, or third party’s financial or economic interests; and/or (iii)advice and/or
recommendations. Not intended for public distribution

Confidentialityagreement RFP 2010-12