2. Profits from future events will be split 50/50 after the first $2.5 million in Net revenue. Thereafter, the profit sharing percentages adjust again past $3.5 million in Net Revenue, that split is still under negotiation. Our Tradeshows have averaged between $2 and $2.5 million/year since 2014. So Clarion’s 50/50 split will not go into effect until Tradeshow revenues exceed NIGA’s historical average. This gives Clarion the incentive to grow the show both financially and in attendance. 3. NIGA will continue to own 100% of their event for the entire period of the Agreement. Clarion will assume the financial aspects of the event, such as covering all upfront expenses and collecting all revenues. NIGA’s accountant will have full access to these accounts and there are specific financial reporting dates in the Agreement for both Clarion and NIGA. 4. All Tradeshow planning and budgeting will need to be jointly agreed to each year. Clarion and NIGA will create a joint “Budget Committee” where each year’s Tradeshow budget must be agreed to by both parties. The Budget Committee would meet twice a year to decide on the Tradeshow budget, and then as needed or called upon by the NIGA Board of Directors and/or NIGA Finance Committee. The Budget Committee will be a 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 10 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. 6. All “live” event revenues created by Clarion in North America must be included in this partnership to ensure alignment (ie. other gaming tradeshows Clarion hosts, such as “Juevos” in Florida or their new venture “Quartz”), as does all NIGA event revenue (except NIGA’s Commissioner Trainings). 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. I do not expect NIGA to have to borrow more than $1.5 million from Clarion. The 2 nd and 3 rd tranches of $1.5million are in the agreement for insurance if the pandemic has caused attendance to significantly decline. The initial $1.5 million is more than enough to ensure NIGA can afford all costs well through the 2022 Anaheim Tradeshow.
2
Made with FlippingBook - Online catalogs