For seven years, the commercial relationship between USA Cricket (USAC) and American Cricket Enterprises (ACE) has been the invisible architecture of the American game. It was referenced in ICC communications, argued over in JAMS arbitration, and fought across three federal bankruptcy filings, but the underlying document — the Binding Term Sheet executed on May 9, 2019 — remained confidential. That changed on April 13, when the Chapter 11 trustee for USA Cricket filed the agreement as Exhibit B to his motion to approve a comprehensive settlement with ACE.
Now that it is public, the Term Sheet deserves a close read. It is the deal that has shaped what American cricket could and could not do since 2019 — the infrastructure that got built and the infrastructure that didn’t, the leagues that exist and the leagues that cannot, the money that has flowed and the money that has not. It is also the contract whose attempted termination in 2025 set in motion the arbitration, bankruptcy, and trustee appointment that have defined the past year in the USA cricket landscape. What follows is a section-by-section walk through what the document actually says.
A 50-year license (Section 2)
The foundational grant is in Section 2. For “a term of 50 years,” USA Cricket — in its capacity as “an ICC member institution” — licenses to ACE the exclusive right to “create, own, operate, commercialize and manage a professional Twenty20 tournament in the United States.” That tournament is now Major League Cricket. ACE also receives the exclusive right to “fund and exclusively commercialize the USA Cricket National Teams,” and to “exclusively create, own, commercialize and manage the facilities and operations of a Twenty20 minor league” for teams not part of the Major League. The Minor League is described as “intended to be sub-operated by local investor groups in various markets.”
USA Cricket’s reciprocal obligations are spelled out in the same section. It must “officially sanction the Major and Minor Leagues during this exclusive 50 year term” and “throughout the Term, maintain its ICC membership in good standing.”
The 50-year window begins in May 2019 and runs until 2069. For context, MLS’s founding-era operating agreements were structured around far shorter horizons; the WNBA’s governance arrangements are revisited on a different cycle entirely. The closest American analogue to a 50-year exclusive is the kind of stadium-development rights agreement that municipalities grant anchor tenants, and is not seen in the commercial framework for a national sport.
The money (Section 3)
Section 3, “Business Model, Cost Sharing, Fees and Outlays,” sets out the financial architecture across three categories of ACE spending, projected for illustrative purposes through 2030.
The League Outlay covers ACE’s costs of operating the Major and Minor Leagues, player contracts, stadium infrastructure, and broadcast production — estimated at “approximately $1.04 Billion” through 2030, per Section 3.7.
The USA Cricket Outlay, defined in Section 3.8, covers “USA National Teams’ player contracts, home season matches hosting and production, development of Auxiliary Facilities, High Performance Center,” and support for membership, college, women’s, and rookie programs — “approximately $143 Million” in cumulative cost through 2030.
The Direct Outlay, defined in Section 3.9, is the piece that flows directly to USA Cricket as an institution rather than being spent on cricket operations. It is set at “5% (the ‘Direct Outlay Revenue Share’) of gross revenue receipts from all cricket-related revenue, including but not limited to revenues from ticket sales, media rights, sponsorships and merchandising,” paid quarterly. Non-cricket stadium revenue — “a stadium owned by ACE” rented “for a concert or a private corporate event” — is explicitly excluded.
Underneath the Direct Outlay sits the Direct Outlay Minimum Guarantee, also in Section 3.9, that functions as a floor regardless of revenue performance. The schedule runs $250,000 in 2019, $330,000 in 2020, $363,000 in 2021, $399,000 in 2022, $439,000 in 2023, $483,000 in 2024, $531,000 in 2025, $585,000 in 2026, $643,000 in 2027, $707,000 in 2028, $778,000 in 2029, and $856,000 in 2030 — totaling at least “$8 Million over the period 2019-2030.” After 2030, per Section 3.10, the Minimum Guarantee “grows by the inflation rate (as of January 1st each year) through the remainder of the 50 year term.”
Section 3.12 governs how USA Cricket can spend the Direct Outlay Revenue Share. For 2019 and 2020, USA Cricket had “sole discretion on how to best use the Direct Outlay Revenue Share.” Starting in 2021, however, expenditure of “40% of the Direct Outlay Revenue Share was subject to approval in advance and in writing by ACE.” The parties agreed to “endeavor to remove such approval language as the use of funds is made more explicit in the Definitive Agreements.”
Those Definitive Agreements were never finalized.
The infrastructure commitments (Section 5)
Section 5 is where the Term Sheet gets specific about physical cricket infrastructure. ACE agreed to fund six “International Cricket Council (ICC) grade, capital-efficient, light footprint stadiums,” with “targeted seating capacity” from “six thousand (6,000) to twelve thousand (12,000) people,” using “commercially reasonable efforts to ensure that the stadiums will be operational by no later than 2024.”
Beyond the stadiums, Section 5 also commits ACE to a single High Performance Center, which “will be completed and open no later than December 31, 2020,” up to “fourteen (14) academies in partnership with local operators,” and “auxiliary turf grounds in Major and Minor League locations” using commercially reasonable efforts. For shorter-term obligations, Section 3.14 commits ACE to lease two auxiliary grounds and build turf pitches “by summer 2019,” six further auxiliary grounds “by summer 2021,” and to “Hire, and keep on staff, a pitch curator for turf pitches starting summer 2019.”
The scorecard on those commitments is mixed. Grand Prairie Cricket Stadium in Dallas opened in 2023 and has hosted ICC World Cup matches, the MLC, and cricexec-covered events including Battle of Bats. The LA Knight Riders are now building the second stadium — the Knight Riders Cricket Field at Fairplex in Pomona, California — which will also serve as the cricket venue for the 2028 Los Angeles Olympic Games. The remaining four stadiums envisioned by the Term Sheet have not been built. The settlement filed this April 13 in the bankruptcy proceedings contains release language specifically acknowledging that delays in stadium development “attributable, in whole or in part, to such litigation, dispute, or bankruptcy proceedings shall not be deemed to constitute a failure by ACE to satisfy its commercially reasonable efforts obligation” — a clean slate, in effect, on the 2024 timeline.
The ICC revenue split (Section 21)
One of the Term Sheet’s most consequential structural provisions sits in Section 21, which governs how ICC distributions to USA Cricket are to be apportioned.
Section 21.1 establishes the baseline. “The ICC Revenues in the period January 1, 2020, to December 31, 2020 (excluding any loans, special grants or one-time payments)” become the “Baseline Annual ICC Revenue.” That amount, “adjusted for inflation each year per benchmark US index,” is “retained and utilized by USA Cricket in its sole discretion.”
Section 21.2 governs everything above the baseline. In each year starting from January 1, 2021, “any ICC Revenues in excess of the Baseline Annual ICC Revenue” become the “Additional ICC Revenue” and are apportioned. Per Section 21.2(a): “10% of the Additional ICC Revenue will be retained by USA Cricket, and utilized in its sole discretion.” Per Section 21.2(b): “90% of the Additional ICC Revenue will be retained by USA Cricket. However, USA Cricket shall not use, spend, or encumber these amounts until the Parties reach a new, separate Definitive Agreement which shall specify how the funds are to be utilized or pledged.”
The same subsection adds that absent agreement, “ACE, or the JV, as applicable, may specify that USA Cricket shall spend any Additional ICC Revenue that has not been allocated as stipulated in this Section, on any of the activities and costs in Section 5 (Cricket Infrastructure).”
The practical effect is that the most significant growing revenue stream at the NGB’s disposal — ICC distributions above 2020 levels — is subject to joint control between USA Cricket and its commercial partner. That is an unusual arrangement by the standards of how most national governing bodies treat their international federation revenue, and it is almost certainly among the provisions the settlement agreement is referring to when it requires the contemplated long-form agreement to “address the concerns and comments raised by ICC to ACE prepetition.”
The non-compete and what it means for every US tournament (Section 14)
Section 14 is the clause that governs what USA Cricket can and cannot do while ACE holds the Major League license. It states that “USA Cricket shall not, directly or indirectly, enter into, encourage, assist, sanction, develop, work with or for, consult with or for, or own directly or indirectly any interest in a cricket-related business that competes with the rights, representations and obligations in Section 2 (Transaction) of this Agreement as long as ACE, or the JV, as applicable, owns the license to own and operate the Major League.”
The scope is deliberately broad. The same section specifies that “this Section 14 is intended to include, but is not limited to, any cricket format wherein a single cricket match is intended to complete in five (5) hours or less” — a definition that captures Twenty20, T10, and emerging short formats alike.
The practical implication is that every short-format tournament operating in the United States does so, at least in principle, with ACE’s permission. The US Open, the Atlanta Open, the Houston Open, the National Cricket League, and every other T20 and T10 event being staged in the American market falls within the scope of the exclusivity. USA Cricket, as the sanctioning body, cannot unilaterally authorize any of them in a way that competes with ACE’s rights.
In practice, the operating model has been that these events proceed because ACE has historically not objected — and multiple MLC employees have mentioned to cricexec over the years that ACE generally does not enforce this exclusivity provision because “more cricket is a good thing” and hence tournaments such as the ones mentioned above continue to exist.
The carve-outs in Section 14 are narrow. “USA Cricket may sanction international matches to be played in the United States of America between the international teams of other ICC members (for example, India versus England), and such sanctioning would not be considered a breach of this non-competition clause.” Sanctioning fees from such matches, per Section 3.15, “are the solely the property of USA Cricket.”
The entire Cricket Development Pathway in Section 10 (college, domestic 50-over, recreational, youth, and women’s programs) is also explicitly excluded — “all items in Section 10 (Cricket Development Pathway) are non-competing with ACE.”
But the headline effect is that no other professional short-format league can come to the United States during the Term without coming through ACE.
The rationale or justification for such exclusivity – whether enforced or not – has always been clear: in a country where cricket is developing, in order to attract investors (including IPL teams) to commit large amounts of capital to build infrastructure, pay players and grow cricket overall, they need some sort of contractual protection of their investment.
Antitrust, governance, and the Ted Stevens Act (Sections 23, Exhibit D)
The structural questions the Term Sheet raises go beyond its specific terms. In the 2025 dispute, USA Cricket’s challenges to the agreement reportedly extended into two broader categories that are not resolved by the April 13 settlement, because the settlement does not adjudicate either side’s substantive legal positions.
The first is antitrust. A 50-year exclusive license covering every short-format cricket tournament in the United States raises the kinds of competition-law questions that routinely attach to any long-term market exclusivity in American sports. Whether such an exclusive is pro-competitive — by enabling the investment required to build a professional league from scratch — or anti-competitive by foreclosing alternative organizers is a question on which parties disagree and which has not been tested in litigation.
The second is governance. USA Cricket is a 501(c)(3) recognized by the ICC as the national governing body for cricket in the United States, and Exhibit D to the Term Sheet confirms that its constitution “has been approved by the International Cricket Council” and is also “in compliance with the United States Olympic Committee’s (USOC) Bylaws as well as the 1978 Ted Steven’s Olympic and Amateur Sports Act so that USA Cricket could eventually apply for membership in the USOC.”
The Ted Stevens Act requires NGBs to be “autonomous in the governance of the sport,” as Exhibit D itself acknowledges — “by independently determining and controlling all matters central to governance, by not delegating decision-making and control of matters central to governance, and by being free from outside restraint and/or government (or other public or quasi-public body) interference in its administration.”
Whether a 50-year exclusive license to a private commercial partner — covering league operations, infrastructure, the national teams, and partial control over ICC revenue — is consistent with that autonomy standard is a question Section 23.4 of the Term Sheet itself anticipates, committing both parties to acknowledge that USA Cricket “must govern itself in compliance with its Constitution” and that ACE “will act in utmost good faith and make all commercially reasonable efforts to assist USA Cricket to stay in compliance.”
There is a complicating factor worth noting on both issues. A number of the USA Cricket directors who raised antitrust and NGB-autonomy objections during the 2025 dispute were themselves involved in approving the original 2019 Term Sheet. The 2019 press release announcing the ACE selection quoted then-Board Chairman Paraag Marathe thanking the board for its “hard work and thoughtful deliberation” through the RFP process. The same document was the deal some of the directors who later sought to unwind it had voted to approve.
Governance and control (Sections 23 and 24)
Section 23 assigns governance of the Major and Minor Leagues to ACE. Per Section 23.1: “ACE is responsible for the governance of Major and Minor League, and academies (to the extent that these are private academies operated by the League).” Section 23.2 layers oversight on top: ACE “will conduct the Major and Minor League tournaments per ICC tournament guidelines and standards,” with USA Cricket entitled to appoint “an observer for the Major League Tournament, with such observer having full visibility into all aspects of conduct of the Major League Tournament.”
On the National Teams side, Section 23.3 states that “USA Cricket manages the National Teams and their scheduling,” but with a constraint: “USA Cricket warrants that it shall not schedule National Team International engagements in conflict with the Major League calendar, without prior approval of the Major League, excepting any ICC managed multi-nation tournaments that require participation of the USA National Teams.” Section 23.6 grants USA Cricket “one board observer seat on the ACE Board of Directors,” with participation “limited to Cricket related matters.”
Section 24 constrains the transferability of the license. ACE “may assign this Agreement to an affiliate,” defined as “an entity with substantially the same ownership and control.” Any other transfer, or any change in ACE ownership where a single party crosses 10%, requires USA Cricket’s consent — though that consent “shall not delay or unreasonably withhold,” and USA Cricket may reject only if it can “demonstrate that such change in ownership is detrimental to USA Cricket, or cricket in general.”
The cure mechanism at the heart of the 2025 dispute (Section 22)
Section 22 identifies ACE’s material obligations by cross-reference. “ACE agrees that the following sections and subsections identify its material obligations under this Agreement: 3.9, 3.10, 3.14, 4.1-4.3, 5.1-5.2, 6.1-6.2, 8.1, 11.1 and 17” — covering the Direct Outlay provisions, the launch and operation of the Major League, the infrastructure commitments, the professional player contracting requirements, the broadcast obligations, and the indemnification clause.
The cure mechanism for those material obligations is precise. Per Section 22, USA Cricket may terminate “if ACE breaches a material term of this Agreement relating to any obligation to make a specific, identified payment herein and fails to correct the breach within thirty (30) business days following written notice by email and overnight carrier specifying the breach.” For non-payment material breaches, the cure period is “a commercially reasonable period following written notice by email and overnight carrier specifying the breach.” Non-material breaches, the section concludes, “does not itself serve as grounds for termination of this Agreement.”
This is the provision at the heart of the 2025 dispute. The sequence, as documented in the recitals of the settlement agreement, unfolded quickly. USA Cricket “sent a notice of alleged breach of the Binding Term Sheet” on June 23, 2025. On August 21, it “purported to terminate the Agreement, asserting claims of breach.” A week later, on August 28, it “formally suspended its termination of the Binding Term Sheet and agreed that the Binding Term Sheet would remain in full force and effect.” Then on September 16, it “re-terminated the Agreement.”
The underlying dispute was complex and turned on competing readings of both the performance record and the cure mechanism. USA Cricket’s position was that ACE had failed to achieve its material commitments under the Term Sheet — the kinds of obligations enumerated in Section 22, including infrastructure deliverables and payment obligations. ACE’s position, recorded in its JAMS arbitration filing and its preliminary injunction proceeding in Colorado state court, was that the termination “was invalid and unenforceable” because USA Cricket had not properly followed the dispute resolution and cure mechanisms outlined in the document itself. The disagreement was not only about whether ACE had breached; it was also about whether USA Cricket had the contractual right to declare the contract terminated in the way it did.
The April 13 settlement resolves the dispute without adjudicating either side’s merits. USA Cricket’s termination is deemed “null and void.” ACE’s arbitration and state court proceedings will be dismissed with prejudice. The $150 million proof of claim ACE filed against the bankruptcy estate in December will be withdrawn. Neither party’s position on whether there was a breach, or whether the termination was procedurally valid, is ever decided.
The ownership behind ACE (Exhibit E)
Exhibit E to the Term Sheet names ACE’s four original shareholders: Sameer Mehta (“Founder / President, Willow TV”), Vijay Srinivasan (“Founder / CEO, Willow TV”), Satyan Gajwani (“Vice Chairman, Times Internet Ltd” and “Chairman, Willow TV / Cricbuzz / Gaana / Tmusic”), and Vineet Jain (“Managing Director / Owner, Bennet Coleman and Co (The Times Group)”). The exhibit notes that “the shareholding is directly held by the above named individuals or via a wholly owned holding entity.” Cricket Acquisition Corporation — doing business as Willow — provided the corporate guarantee on the 2019 agreement, covering “the Direct Outlay and USA Cricket Outlay” for 2019 and 2020 “and the Direct Outlay Minimum Guarantee through 2030.”
That 2019 ownership structure is understood to have since consolidated. Industry understanding, not documented in the court filings, is that Satyan Gajwani has since bought out Vineet Jain’s ACE position, giving him control of both the Gajwani and former Jain stakes.
In addition, it is understood that each of the six Major League Cricket team ownership groups have acquired an ownership interest in ACE by virtue of acquiring their teams, and each of the six has one vote, adding to the founding group’s four.
The long-form agreement that never was (Section 20)
Section 20 contained a commitment the parties would come to struggle with. “ACE and USA Cricket undertake to work collaboratively in utmost good faith to complete the Definitive Agreements by July 31, 2019 (the ‘Definitive Agreement Completion Date’).” If the parties could not finalize and did not mutually extend, the same section provided a fallback: ACE would pay “$1,092,000 to USA Cricket as an advance of the Direct Outlay Minimum Guarantees for 2020, 2021 and 2022.” Upon that payment, “this Term Sheet will automatically be deemed to serve as the Definitive Agreements and will be binding on the Parties for the remainder of the Term.”
A long-form agreement was never finalized. The Term Sheet itself therefore became the governing document by default — a binding 32-page framework standing in for what was supposed to be a far more elaborate set of contracts covering league operations, infrastructure, player relations, revenue flows, and governance. Much of what became contentious in 2025 arguably flowed from that absence. Disagreements that might have been resolved through more detailed contractual mechanics instead had to be argued against the comparatively terse provisions of the Term Sheet.
What survives, and what comes next
What the April 13 settlement preserves is clear. The 50-year term is intact. The exclusive license is intact. The Direct Outlay framework resumes in 2027, assuming USA Cricket is reinstated by the ICC and remains in good standing. The Minimum Guarantee schedule survives. The non-compete survives. The infrastructure commitments survive — though with explicit acknowledgment that litigation and bankruptcy delays do not count as a breach.
What ends is the attempted termination and the arbitration. What comes next is a process to arrive at a long-form agreement. The settlement obligates the parties, post-emergence from bankruptcy, to negotiate a long-form agreement to replace and supersede the Binding Term Sheet — one that must “address the concerns and comments raised by ICC to ACE prepetition.”
That negotiation, when it begins in earnest presumably later this year, will be the next chapter in this story, and the one that may finally produce the definitive agreements that were supposed to exist by July 31, 2019.
In the meantime, the Term Sheet itself is public, and the invisible architecture of American cricket is no longer invisible.
