agreed to as of yet; Clarion proposed to split tradeshow net profits starting at $1.5 million, and NIGA has countered at $2m. This can be agreed to when both parties have completed their full financial due diligence on Tradeshow expenses and past Net Profits. 4. NIGA will continue to own 100% of their event for the entire period of the Agreement, however, Clarion will be responsible for all financial aspects of the event (except Commissioner Trainings). All Tradeshow planning and budgeting will need to be jointly agreed to each year. It was agreed that Clarion would clarify the specific responsibilities of each party to ensure that NIGA has all the control it needs and Clarion is able to control the costs of the Tradeshow. To facilitate Tradeshow planning, Clarion and NIGA will create a joint “Management Board” where key Tradeshow decisions will be agreed to, and NIGA will have the right to veto on those aspects which are important. The Management Board would meet once a year to decide on the Tradeshow budget, and then as needed or called upon. By creating a Tradeshow management board, NIGA is specifically trying to avoid industry agreements such as Reed/AGA, whereby the AGA has given over operational control of G2E to Reed Exhibitions. We are aiming for a more collaborative relationship with NIGA maintaining ultimate veto power over decisions, but recognizing the financial interests of Clarion and NIGA in maximizing profits. 5. The partnership will remain for a minimum of 25 years (duration of the loan). Within the term, every 10 years each side will have an opportunity to end the operational agreement, the financial agreement will end upon repayment. Clarion is aware that NIGA, outside of financial loans, has never had a long term contract with any company or individual. The 10 year opt out is a compromise and acknowledgement that Clarion already has a contract term through 2025, and the fact that in the tradeshow industry, companies need the long term security in order to negotiate tradeshow venue and hotel contracts into the future. 6. All live event revenues created by Clarion in North America must be included in this partnership to ensure alignment, as does all NIGA event revenue (except NIGA’s Commissioner Trainings). This includes i-gaming revenue which inevitably will be an opportunity in the future for both organizations. Any digital revenue, excluding digital revenue associated with the NIGA tradeshow, is excluded from the partnership. 7. Clarion agrees to assist NIGA in our core mission, defending Indian Gaming. Clarion agrees to rely on NIGA’s expertise in the industry and promote Indian Gaming at other Clarion events such as ICE, and their North American Sports Betting Show.
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