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AGREEMENT This Agreement is made and entered into effective G-II 2001, between The University of Texas ~ Pan American ("UTPA"), an institution of higher education of the State of Texas, and The Laredo Coca-Cola Bottling Company, Inc., a Texas n d/b/a Valley Coca-Cola Bottling Company ("Company"), a Texas corporation. RECITALS A. __UTPA maintains and operates as a part of its institutional activities a campus in Edinburg, Texas, and has designated certain campus locations for concessions/food service and for vending machines. The UTPA campus is sometimes referred to hereinafter as the "Campus," as that term is hereinafter defined. B. Selected soft drink beverages are currently offered for sale on the Campus by UTPA's concession/food service contractors and through UTPA’s contracted vending machine operator. C. _UTPA desires to grant to Company, and Company wishes to obtain, the exclusive rights (i) to offer Beverages (as defined herein) for sale on the Campus through vending machines; (i) to supply Beverages, dispensing equipment, and related supplies for concession/food service operations on Campus; and (ii) to advertise and market Beverages in association with the UTPA Men's basketball team and in association with specified UTPA events, for the purpose of promoting the consumption and sale of Company's Products generally and on the Campus. D. _UTPA is vested with the authority to grant the Beverage distribution rights and the sponsorship recognition rights as specified in this Agreement and is willing to grant those rights for the consideration stated herein. E. Company represents that it has the capability to provide all Beverages, dispensing equipment, and related products necessary to fulfil the requirements for sales of Beverages on the Campus by UTPA or UTPA'S concession/food service contractors and vending machine operators. ‘TERMS AND CONDITIONS OF AGREEMENT In consideration of the mutual promises and covenants expressed herein, the parties agree as follows: 1 ‘TERM AND DEFINITIONS A. Term. This Agreement is effective for a term beginning on __June 11 5 2001 (the “Effective Date") and ending on June 10 » 2017, (the “Term") unless earlier terminated pursuant to other provisions of this Agreement. 1 of 22 B, Definitions. The following definitions shall apply to the capitalized terms listed below when those terms are used in this Agreement: "Beverage" or “Beverages” means all non-alcoholic beverages, including hot, cold, or frozen, carbonated or noncarbonated or naturally or artificially flavored drinks, excepting milk, flavored milk, unbranded hot coffee or tea freshly brewed, and tap water. The term "Beverages" shall include, without limitation (except as otherwise specified in this definition), carbonated soft drinks, packaged water, mixers, ready-to-drink chocolate-based drinks, ready-to-drink tea products, fruit juices, fruit punches, fruit-ades, sports beverages, isotonic beverages, nutritional beverages, and all beverage bases from which these products can be prepared. The term “Beverages” shall not include Gatorade, Snapple, Country Time, Hawaiian Punch, Welch’s juices, and Ozarka bottled water, until July 1, 2001, at the expiration of the contract between UTPA and its vendor for snack vending machine operations. “Campus” means all of the real property now or hereafter constituting the campus of The University of Texas — Pan American that is under the possession and control of the Board of Regents of The University of Texas System for the use and benefit of UTPA. The term "Campus" shall not apply to (i) any real property of UTPA that is now or subsequently leased to another party during the term of the lease; and (i) any real property owned by a third party and leased to UTPA as the tenant. "Competitive Products" means all Beverages other than Products. "NCAA" means the National Collegiate Athletic Association. “Products” means all Beverages marketed under trademark or brand names ‘owned by or licensed for use to Company on the Effective Date of this Agreement, and such other Beverages marketed under trademark or brand names owned by or licensed for use to Company as may be mutually agreed upon between UTPA and Company. The term “Products” also includes those syrups (pre-mix and post- mix) and the CO2 used for producing carbonated fountain drinks marketed under trademark or brand names owned by or licensed for use to Company. “UTPA Marks" means (1) all registered trademarks of The University of Texas — Pan American currently owned by Board of Regents of The University of Texas System, copies of which are attached as Exhibit “F;” and (2) all trademarks of The University of Texas - Pan American that are adopted and registered in the future by Board of Regents of The University of Texas System during the Term of this Agreement. “University Rules" means both (i) the Rules and Requlations of the Board of Regents of The University of Texas System as available to the general public on- line and periodically updated on The University of Texas System Board of Regents web page (currently www.utsystem.edu/pdftocmr.htm), and (i) the rules and regulations of The University of Texas - Pan American Handbook of Operating 2 of 22 Procedures as available to the general public on-line and periodically updated on UTPA’s web page (currently www.panam.edu/hop). "Teams" means all men’s and women's intercollegiate teams of The University of Texas — Pan American that are currently existing or are organized during the Term of this Agreement. a GRANT OF RIGHTS TO COMPANY During the Term of this Agreement, Company shall have the rights described in this Section II, subject to the terms and conditions of this Agreement. The rights granted in this Section II do not apply to athletic contests held on Campus as a part of (a) a National Collegiate Athletic Association (NCAA) tournament, play-off, or championship; or (b) a tournament, play-off, or championship of an athletic conference of which UTPA is a member; or (c) a tournament, play- off, championship, or exhibition contest controlled by an entity other than UTPA; provided that the exception for contests identified in the preceding clauses (a), (b), and (c) shall be effective only if and to the extent that the NCAA, the athletic conference, or other entity controlling the contests has a Beverage distribution agreement, a sponsorship agreement, or an advertising agreement for such athletic contests with an entity offering Competitive Products. Examples of the athletic contests described in clause (c) of the preceding sentence shall include, without limitation, the Pan-American Games, the Special Olympics, and professional and ser professional sports contests. All rights granted to Company and all of UTPA’s obligations, representations, and warranties in this Agreement shall be subject to the University Rules, as, they may be amended, Alll activities conducted by Company under this Agreement must be conducted in a manner that does not disturb or interfere with the academic programs or administrative activities of UTPA or any program or activity that is conducted by or is authorized by UTPA; does not interfere with entry to or exit from a building, structure, or facility; does not interfere with the flow of pedestrians or vehicular traffic on sidewalks or streets or at places of ingress and egress to 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. ‘A. Company shall have the exclusive rights (i) to offer Beverages (as defined herein) for sale on the Campus through vending machines, (ii) to supply Beverages, dispensing equipment, and related supplies for concession/food service operations on Campus operated by UTPA andlor UTPA’s concession/food service contractors; and (il) to have Company's Products be the only Beverages sold, served, or offered for sale on the Campus by UTPA and/or UTPA's concession/food service contractors and vending machine operators. B. Company shall have the exclusive right, among persons, companies, or other entities selling Beverages, to have Company's Products advertised on panels of Beverage dispensing equipment, Beverage vending machines, and all menu boards located at UTPA food service facilities authorized by UTPA now or in the future on the Campus, and all such panels will be fully illuminated during all ‘operating hours for those food service facilities. Company will have the right of access 0 such panels at all reasonable times for the purpose of replacement or 3 of 22