THE VAULT INVITATIONAL · The Walker Group Production Role

The contractual, economic, and creative role of The Walker Group as exclusive producer of THE VAULT INVITATIONAL.

Extends 00_COMPETITION_BRIEF. Read that first.

The bottom line

The Walker Group is the exclusive production partner of THE VAULT INVITATIONAL for a five-year renewable term beginning Y1 (Charlotte 2028). TWG runs the show. TWG holds the creative + technical keys. TWG collects a production fee tied to gross event revenue with a hard floor. VAULT IP LLC owns the IP. TWG produces it.

This structure is deliberate. VAULT IP LLC is Taj’s asset and must retain full ownership of the property. TWG is Trill’s engine and must be paid market-rate for the production work that makes the property valuable. The two entities are separately governed, separately capitalized, and separately taxed. Their relationship is contractual, arm’s length, and durable.

Contractual structure

Counterparties. - VAULT IP LLC (Delaware, holding entity, majority Taj) - Trill Entertainment LLC (parent entity of The Walker Group DBA, currently VA redomiciling to GA)

Instrument. Production Services Agreement (PSA) between VAULT IP LLC and Trill Entertainment LLC dba The Walker Group. Standard entertainment-industry PSA drafted by the TWG entertainment counsel of record + reviewed by VAULT IP LLC’s counsel.

Term. Five years from Y1 event date. Auto-renewal for a second five-year term unless either party gives notice 12 months before Y5 event.

Termination. Either party may terminate for material breach with 90-day cure. VAULT IP LLC may terminate for convenience with 24-month notice + payment of TWG’s floor fee for the notice period. TWG may terminate for convenience with 24-month notice + orderly transition of production files, cue stacks, athlete + judge contact lists, and vendor relationships.

Exclusivity. TWG is the exclusive producer of THE VAULT INVITATIONAL. TWG retains the right to produce other movement, pole, dance, and music events for third parties, provided such events do not directly compete with VAULT INVITATIONAL in the same 90-day window in the same host-market. VAULT IP LLC may not engage another producer for THE VAULT INVITATIONAL during the term.

Assignment. Neither party may assign the PSA without written consent, other than to an affiliate under common control.

Economic terms

Production fee. 12% of gross event revenue OR flat $500,000, whichever is higher.

Gross event revenue is defined for fee-calculation purposes as: sponsorship revenue booked + ticketing revenue collected + streaming and media-rights revenue attributed to the event + merchandise revenue at the event + entry-fee revenue. Ancillary revenue lines (VAULT Digital Membership growth attributable to event, brand-collateral gains) are excluded from the fee base.

Y1 Charlotte projection. Gross event revenue projected $1.1M to $1.75M. 12% band is $132K to $210K. Floor of $500K applies. TWG Y1 fee: $500K.

Y2 NYC projection. Gross event revenue projected $2.0M to $3.5M. 12% band is $240K to $420K. Floor of $500K still applies until Y3. TWG Y2 fee: $500K.

Y3 Miami projection. Gross event revenue projected $3.5M to $6.0M. 12% band is $420K to $720K. TWG Y3 fee: $500K to $720K. From Y3 the percentage begins to exceed the floor.

Y5+ mature. Streaming rights + international host cities push gross event revenue to $8M to $15M. 12% band is $960K to $1.8M. TWG Y5 fee: $960K to $1.8M/yr.

Payment schedule. 25% at contract execution (each year’s addendum), 25% at T minus 90 days, 25% at T minus 30 days, 25% within 30 days of event closeout audit. Standard entertainment industry cadence, no working capital risk for TWG on any single event.

Cost pass-through. Production costs (lighting rental, video rental, audio, LED, crew, travel) are billed at cost + 10% administrative markup, invoiced monthly against a working capital advance from VAULT IP LLC. TWG does not float production costs; VAULT IP LLC does. This protects TWG’s cashflow on a growing property and puts the risk of cost overrun on the IP owner where it belongs.

Cost overrun mechanism. Any production line-item overrun beyond approved budget by more than 10% requires a change order signed by VAULT IP LLC before TWG incurs the cost. Below 10% overruns are absorbed against TWG’s contingency line.

Escalators. TWG production fee floor increases 5% annually starting Y2 to track cost of production inflation. Floor Y2 $525K, Y3 $551K, Y4 $579K, Y5 $608K. Percentage rate stays at 12% for the full first term.

Scope of work

TWG’s contracted scope covers everything from the moment a competition-year plan is approved through 60 days post-event closeout.

Creative direction. - Show direction. Trill Walker as Executive Show Director for all five years of first term. Non-delegable except with 60-day notice to VAULT IP LLC. - Music direction. Trill’s playbook. Music beds, athlete-run scoring, halftime performance MD, live band leadership. - Production design. Working with vendor scenic partners on stage design, lighting design, video content design. TWG approves final look.

Talent + programming. - Athlete tech coordination (music tracks, apparatus needs, run-order, rehearsal blocks). - Performing artist booking (halftime + between-round performances). TWG’s music-industry relationships are the reason a Doechii or Latto ends up on the Sunday stage. - Judge coordination (travel, hospitality, pre-event brief). - MC + DJ booking + advance.

Technical production. - Full spec per 01_BROADCAST_PRODUCTION. - Vendor selection, contract, and advance. - Crew hire (35 heads Y1, scaling to 80-plus by Y5). - Rehearsal schedule + tech day operation. - Show call + running the show live.

Broadcast + post. - Multi-cam broadcast production. - Streaming rack build + operation. - Highlight package (60/90-sec social + 3-min hero + full 60-min broadcast special) delivered within 7 days of event. - Docuseries content capture + delivery over 60 days post-event. Y1 goes to VAULT Digital Membership + IG/TikTok. Y2+ negotiated with streaming partner.

Content licensing + archive. - TWG delivers final content masters to VAULT IP LLC for archive. - TWG retains behind-the-scenes and craft-of-production footage under a limited license for TWG marketing and portfolio use, provided athletes and judges have consented via appearance-release.

What TWG does NOT do

Discipline boundary matters as much as scope.

• TWG does not sell sponsorships. VAULT IP LLC + Team Hennessy structure + Taj’s sponsor org handle it. TWG provides deliverables + activation execution once sponsors are signed.
• TWG does not sell tickets. VAULT IP LLC + venue box office handle it. TWG delivers content assets to marketing.
• TWG does not own broadcast rights. VAULT IP LLC negotiates and holds them. TWG produces the content that gets sold under those rights.
• TWG does not select athletes alone. TWG has a vote on the selection panel (Trill’s seat) but VAULT Head of Programming chairs the process.
• TWG does not run marketing. Tiyya Dunn as cross-brand Marketing Director + VAULT internal marketing lead run the campaign. TWG delivers assets on schedule.

This separation is the whole point. TWG’s job is to make a show that makes the sponsors, tickets, rights, and marketing worth 10x what they cost to acquire. TWG does not get distracted running those functions.

Governance

Annual planning cycle. - Y minus 12 months: VAULT IP LLC + TWG lock the year’s host city, venue, target event date, and approved budget envelope. - Y minus 9 months: TWG delivers show + production concept, athlete + judge target lists, sponsor activation menu. - Y minus 6 months: Vendor contracts locked. TWG production plan finalized. Marketing kickoff. - Y minus 90 days: Rehearsal + advance detail locked. Athlete comms. - Event week: TWG runs the show. - Event plus 60 days: Post + docuseries delivery, financial closeout, next-year kickoff.

Steering committee. Quarterly review meetings between VAULT IP LLC leadership (Taj + Head of Programming + CFO) and TWG leadership (Trill + Head of Production + production controller). Reviews budget, creative direction, talent bookings, sponsor deliverables, and risk register.

Escalation. Show-critical decisions (canceling a rehearsal day, replacing an athlete, changing venue) require signed approval from Taj as VAULT IP LLC principal or her named designate. Same-day decisions during show week may be made by Trill as Executive Show Director with 24-hour written report to VAULT IP LLC.

Bench + succession

Show director bench. Trill is Y1 through Y5 Executive Show Director. During term, TWG develops a second-chair show director from the Berklee Fellows / IDE Lab pipeline so that by Y5 renewal negotiation there is a qualified TWG show director capable of running the property under Trill’s oversight for future years.

Music director bench. Carrington Brown as co-MD partner (already partnered on Latto, GloRilla, Keyshia, Teyana engagements). Carrington slots as MD on VAULT halftime performance blocks under Trill’s direction. Provides real capacity redundancy without diluting Trill’s creative role.

Production controller. TWG production controller sits on both TWG payroll and, in a matrixed reporting line, gives weekly financial reports to VAULT IP LLC CFO. Single source of truth on production cost.

Insurance + liability

TWG carries. General liability ($5M), errors & omissions ($5M), employer’s liability + workers comp for TWG crew, professional indemnity.

VAULT IP LLC carries. Event cancellation insurance, spectator liability at venue, athlete accident insurance, cyber liability on streaming and data, IP infringement insurance.

Cross-indemnity. Standard entertainment industry cross-indemnity in the PSA. Each party indemnifies the other for its own gross negligence + willful misconduct. Neither party is liable for consequential damages beyond direct fees paid.

Confidentiality + IP

Confidentiality. All budget, sponsor economics, athlete comp, and creative development materials confidential during term + 3 years after.

IP ownership. All show content masters + trademarks + logos + brand assets owned by VAULT IP LLC. TWG retains its production methodologies, cue stacks, vendor relationships, and staff training materials as TWG trade secrets.

Trill Walker credit. Trill Walker receives “Executive Producer” or “Executive Show Director” credit in all broadcast + streaming + marketing materials. Non-negotiable. Public credit is compensation.

Why this structure works for both sides

For VAULT IP LLC. - Owns the property outright. - Gets category-defining production quality from Day One because the exclusive producer is the industry’s best-in-class music production shop. - Doesn’t have to build a production shop from scratch inside the LLC. - Has a five-year runway to see how the property scales before renegotiating. - Has clean books: production cost line, TWG fee line, no comingling.

For The Walker Group. - Locks a $500K annual floor for five years, growing to seven figures by Y5. That is a stable revenue anchor for TWG’s operating book. - Positions TWG as the exclusive producer of a property with global growth trajectory, which unlocks credibility for other TWG business (tour production, brand experiences). - Keeps Trill’s creative fingerprint on the property in a way that compounds Trill’s personal brand alongside VAULT’s brand. - Aligns economically with the IP without taking equity risk in the IP.

Risk

TWG concentration risk. VAULT INVITATIONAL as a percentage of TWG annual revenue should not exceed 25% at any point during the term. TWG diversification across tour work, Berklee, Foundation, IDE Lab, and other properties keeps this healthy.

VAULT IP LLC producer concentration risk. Sole-source producer for five years is a risk. The 24-month notice for convenience clause + orderly transition provision mitigates. The bench + succession clauses ensure a qualified second-chair exists.

Creative divergence risk. Trill’s creative vision and VAULT IP LLC’s brand vision may diverge over five years. Quarterly steering committee + annual creative brief lockdown at Y minus 12 months mitigate.

Sign-off

PSA drafted year one. Signed by Taj Hines as VAULT IP LLC managing member and Trill Walker as Trill Entertainment LLC managing member. Annual addendums lock each year’s budget envelope, host city, event date, and approved production plan.

This is a partnership between two entities and two founders who are also partners in life. The paperwork exists precisely because that partnership matters too much to leave to handshake.