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Sponsorship AgreementBy and betweenCOCA-COLA BOTTLING COMPANY OF THE SOUTHWESTAndTEXAS A&M UNIVERSITY-CORPUS CHRISTIThis Sponsorship
&
Exclusive Rights Agreement (this "Agreement"), whichtakes effect on February 16,2005, is made by and between Coca-Cola BottlingCompany of the Southwest, a Delaware corporation (the "Company") and TexasA&M University-Corpus Christi ("TAMU-CC"), a member of the Texas A&MUniversity System, an agency of the State of Texas.
1.
SCOPE
Company will be the exclusive Beverage sponsor of TAMU-CC, withCampus-wide Beverage availability rights, and on and off-Campus marketingrights, on the terms and conditions and subject to the limitations andexceptions described below. Company will have the exclusive Beveragerights on Campus.
2.
DEFINITIONS
2.1
"Agreement Year" means each twelve-month period beginning with thefirst day of the Term (as defined herein) of this Agreement, and eachanniversary there after.
2.2
"Approved Cups" means disposable cups (21 oz., 32 oz., and
44
oz.,minimum sizes) approved by Company. A rendering of Company'scurrent Approved Cup is attached hereto as Exhibit A.
2.3
"Beverages" means all non-alcoholic beverages of any kind, excludingmilk
&
flavored milk, fresh brewed hot coffee, fresh brewed hot tea, tapwater, juices fresh squeezed on the Campus.
2.4
"Campus" means the entire premises of TAMU-CC campus located inCorpus Christi, Nueces County, Texas, including without limitation, allexisting and future buildings and facilities owned or operated by theUniversity during the Term, grounds, athletic facilities, dining facilities,cafeterias, all branded or unbranded food service outlets, vending andconcession areas, athletic facilities, auditoriums, theatres, housing andFinal 2/16/2005TAMU-CC/Coke Contract
 
medical facilities, and retail outlets, except as defined in Section 9.,permitted exceptions.
2.5
"Products" mean Beverages purchased directly from Company or soldthrough vending machines owned, stocked and serviced exclusively byCompany.
2.6
"Competitive Product" means any Beverage that is not a Product.
2.7
"Marks" means
-
any trademark, trade name, service mark, design, logo,slogan, symbol, mascot, character, identification, or other proprietarydesign now or in the future owned, licensed, or otherwise controlled byTAMU-CC.
2.8
"Team" means any intercollegiate athletic team associated with TAMU-CC.
3.
SPONSORSHIP
AND
TRADEMARK FUGHTS
Subject to the Permitted Exceptions set forth in Section 9, University grantsCompany the following sponsorship and trademark rights:
3.1
General Sponsorship Designation.
Company may promote the fact thatCompany is a sponsor of TAMU-CC and that Products are available onCampus. This promotion may occur in advertising (including television,radio, print and all other media), on packaging, and at the point of sale ofany Beverages. For example, Company may refer to itself in any ofCompany's marketing, advertising or promotional materials as "sponsor"of TAMU-CC, and refer to any Beverage in any of Company'smarketing, advertising or promotional materials as the "official" or"exclusive" Beverage of TAMU-CC, the Campus and the Athletic Teams.
3.2
License to Use the Marks
(A)
Grant of License.
Subject to TAMU-CC's approval rights in 10.2,TAMU-CC grants Company a license to use the Marks throughout theUnited States--on a royalty-free basis-for the purposes ofpromoting Company Beverages. The license gives Company the rightto use the Marks in or on all of Company's advertising, promotionaland packaging materials and activities, which include-for allpurposes bottles, canlbottle wraps and all other forms of packaging;broadcast, print, electronic and all other forms of media; andmerchandise. No party will obtain, by this Agreement, any right, title,or interest in the trademarks of the other party.
(B)
Use with Customers.
Subject to TAMU-CC's approval rights in10.2, the license also gives Company the right to use the Marks inFinal 211 612005TAMU-CClCoke Contract
 
joint advertising and promotions with Company's customers and todisplay the Marks with its customers' trademarks, logos and brandedproducts in or on all advertising, promotional and packaging materialsand activities, so long as they appear with Company's trademark andthe customer is not depicted as a sponsor of TAMU-CC. TAMU-CCacknowledges that Company's customers operate in all channels oftrade. Because they are included in the Sponsorship Fees, no separateroyalty or license fee will be charged to Company or its customers forusing the Marks in this manner. Any use by Company of Marks
in
association with Company customers does not convey rights of use ofany marks to Company customers. While Company's use of theTAMU-CC will be royalty-free, Company's producing the Mark onpromotional items will be solely at Company's expense.
4.
BEVERAGE RIGHTS
Subject to the Permitted Exceptions set forth in Section 9, TAMU-CC grantsCompany the following Beverage availability rights and Beveragemerchandising rights:
4.1
Beverage Availability.
TAMU-CC agrees that Products shall be theexclusive Beverages other than permitted exceptions in section 9, sold,distributed, sampled, dispensed, served, advertised or promotedanywhere, at anytime on the Campus and in connection with TAMU-CC.All Beverages sold, dispensed or served on campus must be purchaseddirectly from Company and subject to the provisions found in section6.3(A).
4.2
Vending Availability.
TAMU-CC hereby grants to Company theexclusive Beverage vending rights on the Campus. Company shall havethe right to place beverage vending machines in mutually agreed uponlocations on campus. Additional Beverage vending machines will beplaced, relocated, or moved following surveys conducted by Companyand/or TAMU-CC with mutual agreement between Company andTAMU-CC. Beverage vending machines that are a fire safety or presentan access limitation will be moved or removed within
48
hours notice tothe company.
4.3
Beverage Merchandising.
Company has the right to merchandiseBeverages on Campus, including the following specific rights:
(A) Point-of-Sale Advertising.
Materials promoting Beverages at thepoint of sale must be clearly visible to the purchasing public and mustbe displayed in a manner and location mutually acceptable toCompany and TAMU-CC.Final 211 612005TAMU-CClCoke Contract
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