AGREEMENT ‘This AGREEMENT (the “Agreement’) is entered into by and between THE UNIVERSITY OF TEXAS AT ARLINGTON, an insitution of higher education ofthe State of Texas("University’) and COCA-COLA ENTERPRISES INC. D/B/A COCA-COLA BOTTLING COMPANY OF NORTH TEXAS, a Delaware corporation ("Contractor") be effective as of October 1, 2003. RECITALS () University desires that certain products and services be made avaliable on the University campus for the benafit ‘and corivenience of its students, faculty anc staff by means of vending and fountain machines; anc (6) Contractor represents that it has the knowledge, abiliy, equipment, and personnel to properly conduct vending and fountain machine operations on the campus of the University, and said University in reliance on such assurance Is wiling to contract in such capacity on the terms and agreements expressed below. ‘TERMS AND CONDITIONS THEREFORE, in consideration of the mutual benefits and the covenants herein the parties agree as follows: 4. Definitions. {@) “Beverage or “Beverages” shall mean all nonalcoholic beverages of any kind, but shall not include fresh- brewed coffee and fresh-brewed tea products, unflavored dairy products, tap water or unbranded juice squeezed fresh on the Campus. (®) "Products" shall mean all Beverages purchased directly trom Contractor or Beverages sold through vending ‘machines owned ,stocked and / or serviced exclusively by Contractor. (©) “Competitive Products” shall mean all Beverages that are not Products cf the Coca Cola Company. (@) “Campus* means all the real property constituting the campus of The University of Texas at Adlington that Is under the possession and control of the Board of Regents of The University of Texas System for the use and benefit of the University facilities now or hereafter operated by or in connection with the University during the Term (as defined hereinafter), References to “Campus” include all buildings and grounds associated with the University including branded co unbranded food service outlets, vending locations, and all athletic facilities (including press boxes, players’ benches and locker rooms), Notwithstanding any other provision to the contrary, the term “Campus” shall also apply to (i) any real property owned by a third party and leased to University as the tenant. (@) “Agreement Year" means each twelve-month period beginning with the Effective Date (as defined hereinafter) () “University Rules" means both () the Rulas and Regulations of the Board of Regents of The University of ‘Texas System, and (i) the rules and regulations of The University of Texas at Arlington. (@ “Self fills defined as equipment is provided free of charge and said University will purchase product from Contractor for the purpose of reselling product through provided equipment therefore retaining all revenues generates through said equipment . (t) “Full Service “is defined in that "Contractor" provides equiament, service, and maintenance on said equipment provided. A percentage of revenues collected, deemed "Royalties", shall be paid to said “University” 2. Grant of Rights to Contractor. During the Term of this Agreement, Contractor shell have the rights described in this Section 2, subject to the terms and conditions of this Agreement. The rights granted in this Section 2 do not apply to athletic contests held on Campus as e part of (a) @ National Collegiate Athletic Association (NOAA) tournament, play-off, for championship; or (b) @ tournament, play-off, or championship of an athletic conference of which University is member; Mwerseces/UTAIDoke contet rev 052104 og. doc Page 1 of 12or (c} a tournament, play-off, championship, or exhibition contest controlled by an entity other than University; provided that the exception for contests identified in the preceding clauses (a), (b), and (c) shall be effective only f and to the extent that the NCAA, the athletic conference, or other entity controling the contests has a Beverage distribution agreement, @ sponsorship agreement, or an advertising agreement for such athletic contests with an entity offering Competitive Products. Examples of the athiaic contests described in clause (c) of the preceding sentence shall include, without limitation, professional and semi-professional sports contests. All rights granted to Contractor and all of University’s obligations, representation, and warranties in this Agreement shall be subject to the University Rules, as they may be amended. All actives. conducted by Contractor under this Agreement must be conducted in a manner that does not cisturb or interfere with the academic programs or administrative activities of University or any program or activity that is conducted by or is authorized by University; does not interfere with entry to or exit from a building, structure, or facility; does not interfere with the flow of pedestrians or vehicular trafic on sidewalks or streets or at places of ingress and egress fo and from property, buildings, or facilities: does not harass, embarrass, or intimidate any person or persons being solicited; and does not violate applicable state, federal, or local laws or regulations.However , University shall use its’best efforts to insure that the exclusive associational and beverage rights granted 1o Contractor herein are protected and enforced to the fullest extent available. Subject to the foregoing qualifications, University hereby grants to Contractor exclusive Beverage vending and pouring Tights, and adverising and promotional rights on the Campus, which shall be exclusive and with regard to Beverages, and are described as follows: (@) Contractor shall have the exclusive rights () to offer Beverages for sale on the Campus through vending machines, (i) to supply Beverages, dispensing equipment, and related supplies for concessionfood service operations on Campus operated by University and/or University's Concessionaires (as hereinafter defined) concessionviood service contractors; and (i) to have Contractor's Products be the only Beverages sold, served, or offered for sale on the Campus by University and/or any of University’s Concessionairas and vending machine operators. NOTES: This excludes “The Market" located in E.H. Hereford University Center. Products will be subject only to this provision; no competitive products will be sold, distributed, or sampled on campus. University agrees that this provision shall not be read to allow advertising or promotional rights with respect to such competitive products except, that trademark for such compatitve products may be displayed on dispensing equipment. Coca-Cola is granted first position of cooler locations and 65% of cooler space at this location. (6) Contractor shall have the exclusive right to refer to Contractor in any of Contractor's marketing materials as a "sponsor" of the Jim Reeves/Competitor’s Challenge Golf Toumament, The University of Texas at ‘Arlington Softball and Basketball, the Coca-Cola Movie Series, and Earth Day, and refer to any brand of Products in any of Contractor's marketing materials as the ‘official or "exolusive” soft drink, water, sports, drink, tea, juice, or juice drink of the Jim Reeves /Competitor’s Challenge Golf Tournament, The University ‘of Texas at Arington's Softball and Basketball Teams, the Coca-Cola Movie Series, and Earth Day. (©) Contractor shall have the exclusive right to prominently display materials promoting Products at the point- of-sale on the Campus, which will include transites and pictorials on vending machines and other dispensing equipment depicting Coca-Cola trademark cups and Products. University agrees that all materials promoting Products at the point-of-sale on the Campus will be clearly visible to the purchasing public and will be displayed in a manner and location acceptable to Contractor. (@) University will purchase from Contractor all of University’s requirements (100%) for Beverages to be offered for sale by University on the Campus at the prices indicated in Section 11 herecf. University acknowledges tha! it employs one or more third parties to manage or operate food and Beverage ‘operations on Campus (collectively called "Concessionaires"). University shall cause its Concessionaires to purchase from Contractor, and Contractor will sell to Concessionaires, all of Concessionaires' requirements (100%) for Beverages on Campus. Those purchases will be made at prices and on other terms indicated in Section 11 hereof. 3. Beverage Vending Operations. Contractor shall perform and conduct, in accordance with all requirements of this Agreement, al beverage vending operations on Campus through Contractor's vending machines, whether full service cr sei fill, that vend Products as listed in Item 6(b) of this Agreement in the following locations on the Campus of The University of Texas at Arfington Mwork’senieesUTAICcke contract rev 082104 oge.coe Page 2 of 12LIST OF THE MINIMUM NUMBER OF VENDING MACHINES AND THEIR LOCATIONS: See Atached Exhibit A Contractor's vending machines shall be placed in mutually agreed upon areas of each of the locations listed on Exhibit A. ‘The above-listed locations may be changed from time to time as mutually agreed to in writing by both parties. Contractor shall be permitted to place additional vending machines in addition to those listed on Exhibit A with the prior written authorization of University, such authorization shall not be unreasonably withheld. 4. Machines and Products. Contractor will have machines installed that are in new or like-new condition. All machines shall be installed and operated in conformity with all federal and state laws and regulations, local ordinances... All vended Products and vending services provided by Contractor shall conform in all respects to local, state, and federal laws and regulations relating to the standards of food and drink and shall be suitable for human consumption in all respects. 5. Liability. Contractor shall be liable forall damages to property or persons, including injuries to persons of property caused by its vending machines, resulting from acts of negligence on the part of Contractor or its employees or agents. Contractor warrants the Products as set forth in the Bottle’s Product Warranty and Indemnity Agreement attached hereto as Exhibit C. Contractor shall hold University harmless and free from any loss, cost, damage or expense arising out of any occurrence due to Contractor's negligence or wilful misconeuct relating to Contractor's operations pursuant to this Agreement and will indemnity the University against any damage or claim arising from the negligence or wilful misconduct of Contractor and its employees or agents, and from any damage or claims suffered by University as a result of Contractor's material breach of this Agreement or of any express or implied warranty. University shall be liable for acs of vandalism, theft or destruction of Contractor's equipment and/or products committed by residents, staff or guests of Universi 6 Insurance, Contractor shail, prior to commencement of work, provide University with Certificates of Insurance in the below amounts and shall maintain such coverage in effect for the full duration of the Agreement, i Workers’ Compensation: Statutory ii, Employer's Liability $1,000,000.00 Per Accident Per Employee i Commercial Generel Liability: § 1,000,000.00 per occurrence (Per contractual iabilty) iv, Product/Completed Ops '$1,000,000.00 Aggregate v Automobile Liabilty $1,000,000.00 Combined single unit (Any auto, hired auto, non-owned auto) Contractor shall deliver to University: Certificates evidencing the existence of all such insurance promptly after the execution and delivery hereof and prior to the continued or additional performance of any services to be performed by Contractor hereunder from or after the date of any agreement or purchase order; and Replacement certificates shall be delivered to University not less than fifteen (15) days prior to the expiration of any’ such insurance ‘Such Cerificates shall name The University of Texas at Arington, the Board of Regents of The University of Texas ‘System (‘Board’) and their officers and employees as Additional Insured. Policies willnot be canceled until after thirty (0) days written notice is given to University. ‘The insurance policy shall be kept in force for the periods specified below: Mwerdservices/UTA/Coke contract ra 062104 oge.doc Page 8 of 12