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October 19, 2023

VIA EMAIL

Lauren Clark

General Counsel

Chickasaw Nation Department of Commerce 

2020 Lonnie Abbott Blvd. 

Ada, Oklahoma, 74820

Re: Review of the 2023 Class II Mobile Platform Agreement for the Chickasaw Nation

Dear Ms. Clark:

This letter responds to your January 6, 2023 request, on behalf of the Chickasaw Nation, 

for the National Indian Gaming Commission, Office of General Counsel, to review certain 

transaction documents and to provide an opinion as to whether documents related to the Class II 

Mobile Platform are management contracts requiring the NIGC Chairman’s approval pursuant to 

the Indian Gaming Regulatory Act of 1988. You have also asked for my opinion as to whether 

the documents violate IGRA’s requirement that a tribe have the sole proprietary interest in its 

gaming operation. 

In my review, I considered the following submission (“the Agreement Documents”): 

• Master Interactive Services Agreement and the following attachments:

o Exhibit A – Fees and Net Gaming Revenue Shares 

o Exhibit B – Support Services

o Exhibit C – Licensed Platform Software 

The 2023 Agreement Documents contain terms similar to other agreements that OGC has 

previously reviewed and analyzed. Applying the same analysis here, it is my opinion that the 

2023 Agreement Documents are not management contracts and do not require the approval of 

the NIGC Chairman. It is also my opinion that they do not violate IGRA’s sole proprietary 

interest requirement.

It is my understanding that the 2023 Agreement Documents are represented to be in 

substantially final form, and any further changes will not be material to OGC’s analysis. This 

opinion shall not apply if the 2023 Agreement Documents change in any material manner prior 

to closing or are inconsistent with the assumptions made herein. Further, this opinion is limited 
Letter to Lauren Clark, Esq.

Re: Review of the 2023 Class II Mobile Platform Agreement for the Chickasaw Nation

October 19, 2023

Page 2 of 2

to the aforementioned 2023 Agreement Documents and does not include or extend to any other 

agreements or documents not submitted for review. 

Please note that it is my intent that this letter be released to the public through the 

NIGC’s website. If you have any objection to this disclosure, please provide a written statement 

explaining the grounds for the objection and highlighting the information that you believe should 

be withheld.1 If you object on the grounds that the information qualifies as confidential 

commercial information subject to withholding under Exemption Four of the Freedom of 

Information Act (FOIA),2 please be advised that the information was voluntarily submitted and,

as such, any withholding should be analyzed under the standard set forth in Food Marketing 

Institute v. Argus Leader Media.

3 Any claim of confidentiality should also be supported with “a 

statement or certification by an officer or authorized representative of the submitter.”4 Please 

submit any written objection to FOIA@nigc.gov within thirty (30) days of the date of this 

letter. After this time elapses, the letter will be made public and objections will no longer be 

considered.5 If you need any additional guidance regarding potential grounds for withholding, 

please see the United States Department of Justice’s Guide to the Freedom of Information Act at 

<https://www.justice.gov/oip/doj-guide-freedom-information-act-0>.

If you have any questions, please contact Rachel Hill, Staff Attorney, at (918) 581-6214

or Sharon Avery, Associate General Counsel, at (202) 515-6955. 

Sincerely, 

Rea L. Cisneros

Acting General Counsel

 1 See 25 C.F.R. § 517.7(c). 2 5 U.S.C. § 552(b)(4). 3 139 S. Ct. 2356 (2019).

4 See 25 C.F.R. § 517.7(d). 5 Id.