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Promoter Agreement

This letter agreement (this “Agreement”), which shall commence and be effective as of October 14, 2024 (the “Effective Date”) sets forth the terms and conditions whereby (“you”) agree to provide certain services (as described below) to Vegas Here & Now (the “Company”). The Company and you are collectively referred to hereinafter as the “Parties”).

Services.

1.1. The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement.

1.2. You shall provide to the Company promotion, marketing, and sales services (the “Services”). All Services are to be performed in a professional manner in accordance with the highest industry standards. Because of the independent contractor nature of the Parties’ relationship, you shall retain the exclusive right to accept or decline projects offered to you by the Company.

1.3. The Company shall not control the manner or means by which you perform the Services, nor shall the Company be obligated to provide you with any training or instructions with respect to performance of the Services.

1.4. For all purposes, including but not limited to Medicare and Social Security taxes, the Federal Unemployment Tax Act, income tax withholdings, and any and all other federal, state, and local laws, rules, and regulations, you (and any Personnel, defined in Section 4 below) shall be treated as an independent contractor and not as an employee with respect to the Company. You acknowledge and agree that you shall be responsible for filing all tax returns, tax declarations, and tax schedules, and for paying all taxes required, when due, with respect to any and all compensation earned by you under this Agreement. The Company will neither pay nor withhold any employment-related taxes with respect to any compensation it pays you. Rather, the Company will report such amounts on IRS Forms 1099, to the extent so required under the Internal Revenue Code. This Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent.

1.5 You shall furnish, at your own expense, any equipment, supplies, and other materials used to perform the Services above and beyond the equipment, supplies, and materials provided by the Company.

1.6 To the extent you perform any Services on the Company’s premises or using the Company’s equipment, you shall comply with all applicable policies of the Company relating to business conduct, health and safety, prohibited harassment, discrimination, and retaliation, and use of the Company’s facilities, supplies, and other resources. You further agree and acknowledge that in the event you fail to abide by these policies, the Company may, at its sole discretion, deem such a lack of compliance with the policies to be a material breach of this Agreement.

Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the “Term”) with automatic annual renewal unless the Services are terminated in accordance with Section 9 of this Agreement.

Doesn't feel like he has security after 1 year for payments changing, or other terms changing after 1 year.

Fees and Expenses.

3.1. As full compensation for the Services and the rights granted to the Company in this Agreement, the Company shall pay you the amount set forth based on the Companies compensation plan at the time of the Effective Date, as may be amended in writing by the Parties from time to time (the “Fees”). Such Fees are subject to such additional terms and conditions as may be set forth by the Company from time to time in its discretion. In the event that both you and another promoter each claim credit for the same patron(s), the Company shall have the sole discretion to determine how to resolve the dispute and which promoter will receive the Fees.

Payments will be made at regular intervals following all applicable State laws.

3.2. You are solely responsible for any governmental registration fees (including but not limited to fees required to register as an independent promoter with the Nevada Gaming Control Board), governmental licenses or approvals, travel, or other costs or expenses incurred by you in connection with the performance of the Services, and in no event shall the Company be required to reimburse you for any such costs or expenses.

Relationship of the Parties. Any Personnel hired by you to help perform Services, shall be your employees or contractors and you shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such Personnel. Without limiting the foregoing, with respect to any such Personnel, you shall be solely responsible for (a) complying with all applicable employment and labor laws, (b) paying all compensation owed, and (b) complying with all federal, state, and local payroll-tax obligations with respect to such compensation.

Confidentiality. You acknowledge that you will have access or come in contact with information that is treated as confidential by the Company, including, without limitation, guest information, contact information, background information, presence and activities at venues or facilities owned or managed by the Company, products and services purchased and amount paid (if any), personal business, and information regarding their particular preferences (collectively, the “Confidential Information”). You and your Personnel agree not to disclose Confidential Information or permit it to be disclosed, in whole or in part, to any third party without the prior consent of the person(s) about whom the Confidential Information pertains. Confidential Information shall not include information that (a) is or becomes generally available to the public other than through your breach of this Agreement; (b) is communicated to you by a third party that had no confidentiality obligations with respect to such information; or (c) is required to be disclosed by law, including without limitation, pursuant to the terms of a court order; provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.

Representations and Warranties.

6.1. You represent and warrant to the Company that:

(a) you have the right to enter into this Agreement, to grant the rights granted herein, and to perform fully all of your obligations in this Agreement;

(b) your entering into this Agreement with the Company and your performance of the Services does not and will not conflict with or result in any breach or default under any other agreement to which you are subject;

(c) you have the required skill, experience, and qualifications to perform the Services and you will perform the Services in a professional manner; and

(d) you shall perform the Services in compliance with all applicable federal, state, and local laws and regulations.

6.2. The Company hereby represents and warrants to you that:

(a) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and

(b) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action.

Covenants.

7.1. Permits; Licenses; Approvals. You have and will maintain all permits, licenses, authorizations, and approvals of, and have made all applicable filings, applications, and registrations with, all governmental authorities that are necessary to enable you to provide the Services contemplated hereunder.

7.2. Compliance with Applicable Laws; Resort Requirements. You have and will continue to comply with all applicable local, state, and federal rules, regulations, and laws affecting or pertaining to the Services and your Personnel. If applicable, you and your Personnel will comply with any and all additional requirements of the Company applicable to employees or third party contractors, including, but not limited to, separate background checks, educational or other required training, ingress, egress, parking, common area, employee dining room, employee or Venue badges and other forms of identification and compliance with any and all applicable Company rules and regulations.

7.3. No Adverse Actions. You have not, and will not take any actions that could jeopardize the Company’s business, reputation, or licenses, and will immediately, upon the Company’s demand, sever any relationship that threatens the Company’s business, reputation, or licenses. Nothing in this section is intended to prohibit you from performing services for third parties similar to those services you are performing for the Company.

7.4. No Interference. You agree that you will not take any action that would interfere with the performance of this Agreement, or which would adversely affect any of the rights provided for herein.

7.5. Governmental Regulation and Cooperation. Company and its affiliates are subject to a variety of governmental laws, regulations, reporting requirements, and similar obligations. As a contractor to the Company, you acknowledge and agree that you will cooperate to the fullest extent possible and at your sole cost and expense with any and all requests for information, submissions to audit, investigation, cooperation, and any other request of any kind that may be requested of it so long as the request is not the result of gross negligence or recklessness on the part of Company.

7.6. Non-Disparagement. You will not at any time, directly or indirectly, disparage the Company or any of its affiliates, members, managers, shareholders, directors, officers, employees, or agents.

Indemnification.

8.1. You shall defend, indemnify, and hold harmless the Company, its parent, affiliates, and each of their respective managers, members, stockholders, directors, officers, employees, agents, and affiliates from and against all claims, demands, obligations, liabilities, damages, expenses (including attorney’s fees and costs), actions, causes of action or suits at law or in equity of whatever kind or nature, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, which have arisen, or are now arising out of or in connection with:

(a) any inaccuracy in or breach of any of the representations or warranties by made you herein;

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by you, including but not limited to the failure to comply with the insurance obligations contained in Section 10;

(c) any claims made by any person, agency, or entity on account of an alleged failure by you to satisfy any tax, withholding, immigration, registration, business license, or other similar regulatory or statutory obligations arising out of your employment or engagement of any Personnel or in relation to the Services;

(d) any claims made by the Company or any third party that are based on you or your Personnel’s performance of the Services, any violation of any statute, ordinance, or regulation by you or your Personnel, or on any negligent act or omission or willful conduct by you or your Personnel which results in (i) any bodily injury, sickness, disease, or death, or (ii) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting therefrom;

(e) any claims made by any of your Personnel that are based on you or your Personnel’s performance of the Services, any violation of any statute, ordinance, or regulation by you or your Personnel, or on any negligent act or omission or willful conduct by you or your Personnel which results in (i) any bodily injury, sickness, disease, or death, or (ii) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting therefrom; and/or

(f) any claims, or any determination by any person, agency, court, or entity that you, your Personnel, or any person affiliated, engaged with or employed by you does not qualify as an independent contractor with respect to the Services, including but not limited to any resulting wage, benefit, or overtime claims.

8.2. In addition to any rights the Company may have under the law, the Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.

Termination.

9.1. The Company may terminate this Agreement upon thirty (30) days’ advance written notice to the other Party.

9.2. Either Party may terminate this Agreement, effective immediately, upon a material breach of this Agreement that is not cured within five (5) business days after notice of such material breach.

9.3. This Agreement will terminate immediately upon either Party’s receipt of notification from the Nevada Gaming Commission or the Nevada Gaming Control Board that it has found you to be unsuitable, that you have failed to file an application for a finding of suitability requested by the Nevada Gaming Commission or Nevada Gaming Control Board, or your registration with the Nevada Gaming Control Board as an independent promoter is cancelled, revoked, suspended, expires, or otherwise terminates.

9.4. Upon termination of this Agreement, the Company shall pay you any Fees for any Services performed up to and including the date of such termination.

Survival. The terms and conditions of this Section 10, Section 4, Section 6, Section 7, Section 8, Section 12, Section 14, shall survive the expiration or termination of this Agreement.

Other Business Activities. You may freely be engaged and/or employed by another business, trade, profession, or other activity while providing Services to the Company. You may not share information nor do business that benefits you directly, utilizing the Companies business relationships, agreements, promotions, offerings, pricing, strategy, trade secrets, associates, vendors, or constituents without prior approval and written consent from the Company with any 3rd party for the duration of this agreement and 1 year after agreement is terminated by either party.

Asking to specify that this is for booze cruise only, further agreements

Non-Solicitation of Employees. You agree that during the Term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement, you will not disrupt or interfere with the business of the Company by directly or indirectly soliciting, recruiting, attempting to recruit, or raiding the employees of the Company or otherwise inducing the termination of employment of any employee of the Company. For the purposes of this Section 14, a general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement, and the hiring of any such employee who freely responds thereto shall not be a breach of this Section 14.

Assignment. You shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the Parties hereto and their respective successors and assigns.

Miscellaneous.

14.1. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a ”Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).

14.2. This Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

14.3. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto, and any of the terms thereof may be waived, only by a written document signed by each Party to this Agreement or, in the case of waiver, by the Party or Parties waiving compliance.

14.5. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

14.6. This Agreement may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

14.7. In any legal action or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

14.8. You acknowledge that you have had the opportunity to consult legal counsel in regard to this Agreement, that you have read and understand this Agreement, that you are fully aware of its legal effect, and that you have entered into it freely, voluntarily, based on your own judgment, and not on any representations or promises other than those contained in this Agreement.

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Signed by Charles Hilbert
Signed On: October 10, 2020

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October 7, 2020 4:10 pm PDT

Promoter Agreement Uploaded by Charles Hilbert - boozecruisevegas@gmail.com IP 24.253.1.122