INTERNATIONAL FESTIVAL

INDIANAPOLIS, INDIANA

 

This agreement is made this 19th day of March 2001, by and between THE PROMOTION COMPANY, INC. (hereinafter referred to as TPC), an Indiana Corporation whose principal place of business is 804 N. Delaware Street, Indianapolis, Indiana 46204 and the NATIONALITES COUNCIL OF INDIANA (hereinafter referred to as NCI), whose address is P. O. Box 1623, Indianapolis, Indiana 46206-1623.

 

WHEREAS, TPC produces and promotes major events in numerous locations throughout the United States.� Such events include both family entertainment and motorsports events.

 

WHEREAS, NCI presents a family oriented event known as the International Festival in Indianapolis, Indiana; and,

 

WHEREAS, both parties agree that the production of such an event is mutually beneficial, the parties hereby agree as follows:

 

1:00 � EVENT COVERED

 

1.01 � TPC and NCI shall, subject to the terms of this agreement, produce and promote the following:

 

INTERNATIONAL FESTIVAL

 

����������� (Hereinafter, the event)

 

2:00 � TPC COMMITMENTS

 

In consideration of, and in exchange for, the covenants and conditions set forth herein, TPC hereby agrees to the commitments as follows:

 

2.01 � Operations

 

a.                   TPC will contract with a facility capable of staging the event.

b.                  TPC will design and administer a user-friendly exhibit layout.

c.                   TPC will staff the event (doormen, security, ticket sellers, electricians, management, etc.).

d.                  TPC will setup, operate, and assume accountability for show box office (includes both pre-event and day-of-show sales).

e.                   TPC will oversee the smooth running of the event, including move-in and move-out.

f.                    TPC will work with the NCI to plan the event and all of the activities surrounding the annual event.

 

 

 

International Festival Agreement

March 19, 2001

Page 2.

 

 

 

2.02 � Promotion

 

a.                   TPC will design and implement an advertising and promotional campaign geared to sell tickets to the event.

b.                  TPC will develop a complete marketing plan using radio, television, newspaper, magazine, and grass roots advertising.

 

2.03 � Publicity

 

a.                   TPC will orchestrate a publicity plan leading up to and during the event.

b.                  TPC will distribute press releases, schedule interviews, plus stage media events designed to generate interest and exposure for the event.

 

2.04 � Exhibit and Sponsorship Sales

 

a.�� TPC will coordinate all exhibit and sponsorship sales for the event.

b.�� TPC will design an effective and user-friendly show layout that will give the event������������� continuity.

c.�� TPC will execute exhibit contracts with food and merchandise vendors, plus seek additional exhibitors for the event.

d.�� TPC, in cooperation with NCI, will compile agreeable guidelines for exhibitors and sponsors.

e.�� TPC will sell event sponsorship for the event.� A complete sponsorship program will be developed and implemented annually for the event and contracted sponsors.

 

2.05 � Group Sales

 

������ a.� TPC will design and implement an effective group sales program targeting schools, churches, and businesses throughout the State of Indiana.

 

3:00 - FINANCIAL ACCOUNTABILITY

 

������ 3.01 � TPC will develop an annual projected profit and loss budget statement by February 15th each year of this agreement.� This statement will include projected income, including price increases and additional sources of revenue, less all foreseen expenses attributable to the production of the event.� All parties agree to adhere to projected expense budget.

 

������ 3.02 � TPC will provide monthly summaries of production and financial updates to NCI from April 1st through September 1st each year of this agreement.

 

 

 

International Festival Agreement

March 19, 2001

Page 3.

 

 

 

4:00 - REVENUE AND EXPENSES

 

4.01 � TPC will receive a $35,000 fee which will be included as a budgeted line item part of hard production expenses.� TPC and NCI will split net profit , with TPC taking� 70% of the net profit generated annually each year of this relationship.� Net profit is defined as gross event revenues generated, less actual hard production expenses.

 

4.02 � If profits are not adequate in amount to allow for the distribution of above specified fee of $35,000� to TPC (see 4.01) in 2001, the amount owed will be carried forward and added to the fee due in 2002.

 

5:00 � SETTLEMENT

 

5.01 � Settlement will be held within 60 days of the event annually.

 

5.02 � A full accounting of all receipts and expenses shall be prepared by TPC for the event settlement.� TPC will submit actual hard receipts and/or documentation for all items to be presented for expenses reimbursement at settlement.� The settlement accounting will be based upon generally accepted accounting principles.

 

5.03 � TPC will be reimbursed all final expenses, fees, and percentages of profit at settlement.

 

6:00 - TERM OF AGREEMENT

 

6.01 � The initial term of this agreement will be 2 years, i.e., 2001 and 2002.

 

6.02 � Unless written notice is received from NCI within 90 days after the 2002 event, TPC will have the rights for an additional two 5-year options (i.e., 2003-2007 and 2008-2012) to continue this agreement.

 

6.03 � If NCI exercises the non-renewal option of this agreement after the 2002 event, all monies owned to TPC (including annual fees, percentages of profits, and TPC expenses) will be paid in full immediately.

 

7:00 � INSURANCE

 

����������� 7.01 � TPC shall provide, at least thirty 30 days prior to the commencement of the event, a copy of the liability insurance policy by an insurance company authorized to do business in the State of Indiana.� This policy shall insure TPC and NCI inclusive of all officers, board members, directors, agents, and employees against any liability to any person, or entity for property damage and/or personal injury or death as an additional named insured.

 

 

 

International Festival Agreement

March 19, 2001

Page 4.

 

 

8:00 � INDEMNIFICATION

 

8.01 � It is acknowledged by the parties hereto, that, each party shall hold the other party harmless and indemnified from and against all damages, accidents, and liabilities arising from, or connected with, each party�s separate area of responsibility, including (without limitation) damage, injury or death to person or property.

 

8.02 � Each party shall be named as a releasee on any and all waivers or releases executed by participants, patrons, vendors, or customers at the event.

 

9:00 - MUTUAL CONSIDERATIONS

 

9.01 � TPC will have financial and operational control of the event.

 

9.02 � NCI will have artistic and policy control of the event.

 

9.03 � Nothing in this agreement shall be construed to create an employee/employer relationship between TPC and NCI.� Neither party shall be construed as an employee or employer of the other nor shall any party be construed as an agent of the other.

 

9.04 � This agreement may not be assigned or changed without the express written permission of all parties.

 

9.05 � Should it become necessary for either party to provide notice concerning the terms of this agreement to the other, such notices shall be addressed and delivered as follows:

 

a.                   C. Bruce Hubley, President & CEO

The Promotion Company, Inc.

804 N. Delaware Street

Indianapolis, Indiana 46204

 

b.                  Susan McKee, President

Nationalities Council of Indiana, Inc.

P. O. Box 1623

Indianapolis, Indiana 46206-1623

 

All such notices may be hand delivered to the respective parties, or such notice may be mailed, postage prepaid, certified, with a return receipt requested to the above addresses.

 

 

 

 

 

International Festival Agreement

March 19, 2001

Page 5.

 

 

 

9.06 � Each signatory to this agreement has the legal authority and power to bind the party or entity that he/she represents.� Further each signatory has the authority upon behalf of the party represented to agree and to authorize written changes to this agreement without the necessity of full corporate or board approval of the respective entity.

 

a.                   C. Bruce Hubley is the agent of TPC and is hereby approved by TPC and accepted by NCI as TPC�s contact person for this event and any renewals.

 

b.                  Susan McKee is the agent for NCI and is hereby approved by NCI and accepted by TPC as NCI�s contact person for this event.�

 

c.                   NCI will provide an event contact person each year of this agreement.� NCI�s contact person will have the authority to make decisions, schedule meetings, and approve expenses and policies for the event.

 

9.07 � This agreement shall be construed and interpreted under the provisions of the laws of the State of Indiana and any litigation shall be filed and conducted in the Marion County, Indiana, Superior Court.

 

9.08 � This agreement of five (5) pages constitutes the entire agreement between the parties and any modification to said agreement must be made in writing and signed by both parties.

 

Further the parties agree not.

 

Executed at the location and on the date and year noted below.

 

 

THE PROMOTION COMPANY, INC.

 

_____________________________________________����� ______________________________

C. Bruce Hubley, President & CEO����������������������������������������� Date

 

 

 

NATIONALITIES COUNCIL OF INDIANA

 

_____________________________________________����� ______________________________

Susan McKee, President��������������������������������������������������������� Date

 

 

 

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