Exhibit 10.9 SERVICES AGREEMENT SERVICES AGREEMENT dated as of March 31, 2006 between InfogramesEntertainment SA, at 1 Place Verrazzano, 69252 Lyon cedex 09, France acting onbehalf of itself and of its affiliates listed on the signature page hereto(together “IESA”) and Atari, Inc. (“ATARI”), at 417 Fifth Avenue, New York, NY10016 (this “Agreement”). WITNESSETH: WHEREAS, IESA and Atari are affiliated entities that are active in thefield of digital entertainment and interactive games. WHEREAS, Atari has agreed to provide services to IESA and certain of itssubsidiaries in North America (as set forth on the signature page hereto),including accounting, financial, legal and human resources services. NOW, THEREFORE, in consideration of the mutual covenants and agreementscontained herein, the parties hereto agree as follows: ARTICLE I SERVICES TO BE PROVIDED 1.01. Performance of SERVICES. (a) Subject to the terms and conditions set forth herein and onSchedule I hereto, as may be amended from time to time (“Schedule I”), Atari orits affiliates, as applicable, shall provide IESA with the services set forth onSchedule I (the “SERVICES”). The SERVICES shall consist of the categories ofservices listed on Schedule I and with respect to Humongous, Inc., shall notcommence pursuant to the terms hereof until June 1, 2006. Atari or IESA may atany time amend Schedule I with the prior written consent of the other party. TheSERVICES will be provided to IESA to the extent that the conduct of its businessduring the Term undergoes no significant change that would materially expandAtari’s obligations hereunder as they exist at the beginning of the Term. (b) Except as specifically provided in Schedule I, Atari or itssubsidiaries, as applicable, shall provide each of the SERVICES listed inSchedule I for a term commencing on the date hereof and ending on March 31,2011, unless earlier terminated by IESA and/or Atari in accordance with Section2.01 hereof (collectively, the “SERVICES Period” or “Term.”) (c) Atari or its subsidiaries, as applicable, shall provide theSERVICES promptly with that degree of skill, attention and care that Atariexercises and has heretofore exercised with respect to furnishing comparableservices to itself and its affiliates. (d) Representatives of Atari and IESA, or IESA’s designee, shallmeet, at least, on a semi-annual basis to review the performance of theSERVICES. (e) Unless otherwise specified in Schedule I, all employees andrepresentatives of Atari or its subsidiaries (other than Bruno Bonnell), asapplicable, providing the SERVICES hereunder to IESA during the Term(collectively, the “SERVICES Employees”) shall be deemed for all purposes(including compensation and employee benefits) to be employees orrepresentatives solely of Atari and not to be employees or representatives ofIESA or to be independent contractors thereof. In performing their respectiveduties hereunder, all such employees and representatives of Atari shall be underthe direction, control and supervision of Atari and Atari shall have the soleright to exercise all authority with respect to the employment (includingtermination of employment), assignment and compensation of such employees andrepresentatives, subject to compliance with the terms and provisions containedin this Agreement including, without limitation, the provision of the SERVICES. 1.02. Billing and Payment for the SERVICES. (a) Annual fees for the SERVICES shall be US $3,000,000 as set forthon Schedule I (the “Annual Fees”) or as otherwise agreed upon by Atari and IESA.The Parties agree that the effective date of this Agreement shall be July 1,2005. The parties shall review in good faith the services provided and theAnnual Fees on an annual basis and shall use commercially reasonable efforts toagree to any change in such services and/or fees by no later than the last dayof the fiscal year during which such review takes place. (b) Atari shall, on a quarterly basis, submit to IESA its billinginvoice in US Dollars (the “SERVICES Invoice”) setting out detailed itemizedcosts in connection with each category of SERVICES. Additional itemization andfurther explanation and substantiation of charges shall be supplied to IESA uponrequest. Payment by IESA in respect of any such invoice shall be made within 30days after the date of IESA’s receipt of the SERVICES Invoice. (c) Atari acknowledges that IESA currently provides, and is expectedto provide management and services to Atari upon the terms and conditions setforth in the management and services agreement of even date hereof (the”Management and Services Agreement”). IESA and Atari expressly agree that eachparty and its respective affiliates shall have the right throughout the term ofthis Agreement to offset such payments as are owed under this Agreement againstpayments due under the Management and Services Agreement and/or the productionservices agreement between Atari and IESA dated as of the date hereof. (d) SERVICES do not include, and IESA shall not be charged underthis agreement with, any service or expense which (i) is already the topic ofany arrangement, separate employment agreement or other agreement for servicesbetween Atari and IESA or any of IESA’s subsidiaries or affiliates or anyofficer, director, employee or contractor thereof, or (ii) any category ofservices not requested or authorized by IESA. 2 ARTICLE II MISCELLANEOUS 2.01. Termination. (a) Either party may terminate this Agreement upon written notice tothe other party at least 90 days prior to the end of each fiscal year during theTerm. (b) Either party may terminate this Agreement upon written notice inthe event of a material breach by the other party of the terms of this Agreementand such breach is not cured within thirty days of notice thereof. (c) Either party may terminate this Agreement, in its sole andabsolute discretion, upon 90days written notice to the other party in the eventthat Infogrames Entertainment SA and its subsidiaries hold less than 25% of thevoting stock of Atari. (d) This Agreement may be terminated by the mutual agreement ofAtari and Infogrames Entertainment SA. 2.02. Warranties and Indemnification. (a) Atari covenants, represents and warrants that (i) it will renderthe SERVICES in compliance with all applicable laws and regulations and suchservices and the provision thereof will not violate any rights of any thirdparties; and (ii) it, or its subsidiaries, shall provide the SERVICES promptly,diligently and with at least that degree of skill, attention and care that Atariexercises and has heretofore exercised with respect to furnishing comparableservices to its own business and assets and those of its subsidiaries. (b) IESA covenants, represents and warrants that the rendition ofthe SERVICES will not require Atari to violate the laws or rights of any thirdparties. (c) IESA hereby releases, indemnifies and agrees to hold harmless,Atari and its subsidiaries from and against any and all losses which arise outof the SERVICES, other than such losses which arise out of Atari’s and/or itssubsidiaries’ gross negligence or willful misconduct. 2.03. Certain Agreements and Indemnities to Survive Termination ofAgreement. The obligations of the parties under Sections 2.02, 2.04 and 2.08hereof shall survive any termination of this Agreement as shall IESA’s paymentobligation with respect to Services rendered prior to the termination date. Allother obligations hereunder shall terminate as of the date of termination ofthis Agreement in accordance with Section 2.01. 2.04. Governing Law. Jurisdiction This Agreement shall be interpretedunder the laws of the state of New York, and the parties submit to the exclusivejurisdiction of the courts of the 3state and federal courts located within New York, New York without regard to itschoice-of-law rules. 2.05 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY INANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THISAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLYOR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEKTO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHERPARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHERTHINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 2.06. No Third Party Beneficiaries. No provision of this Agreement shallcreate any third party beneficiary rights in any person or entity, including anyemployee or former employee of the parties or any affiliate or associate thereof(including any beneficiary or dependent thereof). 2.07. Relationship of Parties. Nothing herein contained shall be deemed orconstrued by IESA or Atari or for any other party as creating the relationshipof principal and agent or of partnership, joint employers or joint venture bythe parties hereto. 2.08. Remedies; Specific Performance. Without prejudice to any rights orremedies otherwise available to any party hereto, IESA and Atari herebyacknowledge that damages would be an inadequate remedy for any breach of theprovisions of this Agreement by IESA or Atari and agree that the obligations ofIESA or Atari, as the case may be, shall be specifically enforceable. 2.09. Notices. All notices, requests, demands, claims and othercommunications hereunder shall be in writing. Any notice, request, demand, claimor other communication hereunder shall be deemed duly given (a) if personallydelivered, when so delivered, (b) if mailed, five business days after havingbeen sent by registered or certified mail, return receipt requested, postageprepaid and addressed to the intended recipient as set forth below, (c) if givenby telex or telecopier, once such notice or other communication is transmittedto the telex or telecopier number specified below and the appropriate answerback or telephonic confirmation is received, provided that such notice or othercommunication is promptly thereafter mailed in accordance with the provisions ofclause (b) above or (d) if sent through an overnight delivery service incircumstances to which such service guarantees next day delivery, the dayfollowing being so sent: 4 if to IESA, to: Infogrames Entertainment SA 1 Place Verrazzano Lyon 69252 Lyon Cedex 09 France Attention: Chief Operating Officer Telephone: (+33) 4 37 64 37 64 Telecopy: (+33) 4 37 64 30 95 Attention: General Counsel Telephone: (+33) 4 37 64 37 64 Telecopy: (+33) 4 37 64 30 95 if to Atari, to: Atari, Inc. 417 Fifth Avenue New York, New York 10016 Attention: General Counsel Telephone: (212) 726-6500 Telecopy: (212) 726-6590Any party hereto may give any notice, request, demand, claim or othercommunication hereunder using any other means (including ordinary mail orelectronic mail), but no such notice, request, demand, claim or othercommunication shall be deemed to have been duly given unless and until itactually is received by the individual for whom it is intended. Any party heretomay change the address to which notices, requests, demands, claims and othercommunications hereunder are to be delivered by giving the other parties noticein the manner herein set forth. 5 IN WITNESS WHEREOF, the parties to this Agreement have caused it to beduly executed by their respective authorized representatives on the day and yearfirst above written.INFOGRAMES ENTERTAINMENT SABy: /s/ Thomas Schmider ——————————– Name: Thomas Schmider Title: DGDATARI, INC.By: /s/ Bruno Bonnell ——————————– Name: Bruno Bonnell Title: CEOAcknowledged and agreed by:CALIFORNIA US HOLDINGS, INC. PARADIGM ENTERTAINMENT, INC.By: /s/ Thomas Schmider By: /s/ Thomas Schmider ——————————- ——————————— Name: Name: Title: Title:ATARI INTERACTIVE, INC. HUMONGOUS, INC. By: /s/ Thomas Schmider ———————————-By: /s/ Thomas Schmider Name: ——————————— Title: Name: Title: [SIGNATURE PAGE TO SERVICES AGREEMENT] SCHEDULE I SERVICES1. Legal Services (except for matters which present a conflict) – contract preparation and review – intellectual property (including trademark) protection and management – related party and employee matters2. HR Services – benefits administration – 401(K) administration – stock plans3. Financial Services – AP management and processing – accounting – payroll – treasury – royalties accounting – inventory planning and management – taxes – project costing4. MIS/IT Systems Services – support all databases, including Oracle5. Facilities Management Services6. Public Relations and Corporate Communications Services