GAME AGREEMENT TOSTITOS FIESTA BOWL This Game Agreement is made this 23rd day of December, 2009, between

BOISE STATE UNIVERSITY ("the Institution"), the WESTERN ATHLETIC CONFERENCE ("the .Conference"), and THE ARIZONA SPORTS FOUNDATION, an Arizona non-profit corporation ("the Bowl"). Article I Definitions 1.1 Definitions. Unless the context otherwise requires, the terms defined in Section 1.1 of the Contract among Atlantic Coast Conference, Big East Conference, Big Ten Conference, The Big Twelve Conference, Inc., Conference USA, Mid-American Conference, Mountain West Conference, Pacific-Iu Conference, Southeastern Conference, Sun Belt Conference, Western Athletic Conference, University of Notre Dame du Lac, Arizona Spotts Foundation, Inc., doing business as Fiesta Bowl, The Orange Bowl Committee, Inc., and Sugar Bowl, effective April 1, 2006, and any and all amendments thereto ("Bowl Championship Series Contract") shall have the same meaning in this Game Agreement. Article II Participation ill Game 2.1 Participation in Game. The Institution agrees to have its football team play in the Tostitos Fiesta Bowl game (the "Bowl Game") in Glendale, Arizona on January 4, 2010. The competing team in the Bowl Game to be played on such date shall be Texas Christian University. The Bowl Game shall be played at the University of Phoenix Stadium (the "Bowl Gaine Venue"). Kickoff shall be at approximately 6:00 P.M. Mountain Standard Time. Article III Financial Settlement 3.1 Financial Settlement. The financial settlement for the Bowl Game shall be in accordance with the provisions of the Bowl Championship Series Contract. Article IV Tickets and Suites 4.1 Ticket Allotment for Institution. If the Institutions competing in the Bowl Game are both members of Conferences, then they shall purchase from the Bowl a minimum of ThirtyFive Thousand (35,000) tickets in the aggregate. The Bowl shall allot Seventeen Thousand Five Hundred (17,500) tickets to each Institution unless the Institutions mutually agree to a different initial allocation of tickets. .
,..
10998700.1

If one Institution playing in the Bowl Game is an Independent and the other is a member of a Conference, then they shall purchase from the Bowl a minimum of Thirty-Five Thousand One Hundred Fifty (35,150) tickets in the aggregate. The Bowl shall allot Seventeen Thousand Six Hundred Fifty (17,650) tickets to the Independent and Seventeen Thousand Five Hundred' (17,500) tickets to the competing Institution unless the Institutions mutually agree to a different initial allocation of tickets. The Institutions may mutually agree to reallocate tickets between themselves after distribution of the initial ticket allocations by the Bowl. If both Institutions playing in the Bowl Game are Independents, then they shall purchase from the Bowl a minimum of Thirty-Five Thousand Three Hundred (35,300) tickets in the aggregate. The Bowl shall allot Seventeen Thousand Six Hundred Fifty (17,650) tickets to each Institution unless the Institutions mutually agree to a different initial allocation of tickets. The Institutions may mutually agree to reallocate tickets between themselves after distribution of the initial ticket allocations by the Bowl. The tickets purchased by the Institution shall have the seat locations shown on Exhibit 1, which is attached hereto and made a part hereof. The average price of all tickets purchased by the Institution shall not exceed One Hundred Thirty-Five ($135.00) Dollars. 4.2 Ticket Allotment for Institution's Conference. If the Institution is a member of any Conference, the Conference shall purchase a minimum of One Hundred Fifty (150) tickets with seat locations shown on Exhibit 1. The price of such tickets purchased by the Institution's Conference shall be the same as that paid by the Institution for comparable seat locations. 4.3 Suites. The Bowl shall provide free of charge to the Institution one (1) sky box with a minimum seating capacity of sixteen (16) seats, or such different seating capacity as may be agreed upon by the BCS based on availability, at the Bowl Game Venue. The Bowl shall also provide free of charge to the Institution's Conference, if any, one (1) additional sky box with the same seating capacity at the Bowl Game Venue. Tickets for such sky boxes will not be counted in the aggregate required for purchase under Sections 4.1 and 4.2 above. The Institution and the Conference shall be responsible for all catering charges incurred in connection with use of the sky boxes. 4.4 Stadium Admissions. Game Venue free of charge: The Bowl shall admit the following persons to the Bowl

(a) All student-athletes certified by the Institution as being eligible for competition in the Bowl Game; (b) No more than sixty (60) coaches, trainers; medical, security, and managerial personnel accompanying the Institution'S football team, all of whom shall have access to the team area of the playing field; (c) All members of the Institution's marching band and all personnel affiliated with the Institution's marching band (such as the band directors) in performer seats, provided that, at the 2
10998700.1

Bowl's election, they may be seated ill spectator seats tor which the Institution shall purchase tickets; (d) One (1) person serving as the Institution's mascot and dressed in uniform;
(e) One (1) person serving as the institution's cheerleading coach; and (Q No more than twenty (20) cheerleaders representing and sponsored by the Institution and dressed in uniform.

In addition to the persons' listed in Section 4.4 (a)-(t), the Institution shall be permitted to invite no 1110rehan five (5) persons to view the game from the sidelines at the Bowl t Game Venue. As a condition of issuing a credential to such persons to view the game 'from the sidelines, the Institution shall require each such person individually to execute a waiver of liability substantially in the form of Exhibit 2.
(g)

Article V
Team Arrival 5.1 Team Arrival. The members of the Institution's football team, football coaches and staff shall arrive in the Phoenix area no later than 6:00 P.M. local time at least six (6) days

preceding the playing of the Bowl Game.

5.2 Official Party. The Institution shall send an Official Party of Institution representatives, and their guest, to arrive prior to the Bowl Game and make such Official Party· available for events, appearances and activities as provided in section 14.17 01' otherwise at the reasonable request of the Bowl. Article VI Hotcl Accommodations and Hospitality Suites
6.1 Hotel Accommodations for Institution.

(a) The Bowl shall arrange for, and the Institution shall take, one hundred fifty (150) at a first class hotel resort to be made available to members of the Institution's football team, football coaches and staff, from arrival until departure with a minimum stay of six (6) nights. Such rooms shall be at the hotel property and 1'00111 rate shown on Exhibit 3, which is attached hereto and made a part hereof. The Institution shall be responslble for all costs and damages related to those rooms.
1'00111S

In addition to arranging for the aforementioned 1'00ms to be made available to the Institution, the Bowl will provide to the Institution, free of charge, three (3) suites at the same hotel property for the duration of such team's scheduled stay. (b) The Bowl shall arrange for, and the Institution shall take, one hundred twenty-five (125) rooms at the same hotel resort housing its football team, football coaches, and staff to be
3
10998700.1

made available to the Institution's Official Party, with a minimum stay of three (3) nights, one of which shall be game night. Such r00111S shall be at the hotel property and room rate shown on Exhibit 3. The Institution shall be responsible for all costs and damages related to those rooms. (c) The Bowl shall arrange for, and the Institution shall take, one hundred twenty-five (125) rooms to be made available to the Institution for members of the Institution's marching band (including band directors and other personnel affiliated with the Institution's marching band), cheerleaders, mascot, and other guests representing the Institution for a minimum stay of three (3) nights, one of which shall be game night. Such rooms shall be at the first-class hotel property and room rate shown on Exhibit 3. The Institution shall be responsible for all costs and damages relating to those rooms. (d) The Bowl shall arrange for, and the Institution shall take, seventy-five (75) additional rooms for a minimum stay of three (3) nights, one of which shall be game night. Such rooms shall be at the first-class hotel property and at the room rate shown 911 Exhibit 3. The Institution shall be responsible for all costs and damages related to those rooms. 6.2 Hotel Accommodations fol' Institution's Conference. The Bowl shall arrange for, and the Institution's Conference, if any, shall take, fifteen (15) rooms at the hotel property and at the room rate shown on Exhibit 3, for a minimum stay of three (3) nights. The Conference shall be responsible for all costs and damages related to those rooms. III addition, the Bowl shall provide free of charge to such Institution's Conference, if any, one (1) suite at the same hotel property for the duration of the stay, provided that the Conference shall be responsible for all incidentals, room service, telephone, facsimile, mini-bar charges, and like charges, and for any damage to the suite. 6.3 Hospitality Suites. The Bowl shall provide free of charge the following hospitality suites at the hotels each day beginning with the day of the arrival of the Institution's football team until the date of such team's departure: (a) One (1) hospitality suite at the hotel lodging the members of the Institution's football team, football coaches and staff, and Official Party, with snacks and beverages (as determined by the Bowl) available as mutually agreed between the Bowl and the Institution, for the Institution's football coaches and staff, Official Party and designated guests of the Institution. The Institution shall be responsible for any damage to the hospitality suite; (b) One (1) hospitality suite at the hotel lodging the members of the Institution's football team, football coaches and staff, and Official Party, equipped with a large screen television, video cassette recorder or DVD player and videos 01' DVDs, video arcade games, soda and snacks (as reasonably determined by the Bowl), and daily newspapers for members of the Institution's football team. The Institution shall be responsible tor any damage to the hospitaiity suite; and (c) One hospitality suite at the hotel lodging representatives from the Institution's Conference, with snacks and beverages (as determined by each bowl) available for personnel affiliated with the Conference of which the institution is a member and guests of personnel
4
10998700.1

affiliated with such Conference. The Conference shall be responsible for any damage to the hospitality suite. 6.4 Hotel Charges. With respect to hotel bills which may become due, the Bowl agrees to forward such bills to the Institution 01' its Conference, if any, as the case may be, tor payment. The Institution and its Conference, if any, agrees to remit payment for such bills directly to the applicable hotel within thirty (30) days after receipt from the Bowl. In the event that the Institution 01' its Conference, if any, fails to make payment for rooms provided to the Institution 01' its Conference, if any, as provided herein, then the Bowl shall be entitled to withhold from the payment otherwise due under the Bowl Championship Series Contract the full amounts thereof plus any sales or other taxes, interest 01' other late charges imposed by the applicable hotels, as well as any damage claims of the hotel. 6.5 Institution and Conference Responsibilities. Except as expressly set forth in this Game Agreement, the Institution or its Conference, if any, shall be solely responsible for payment for all costs and expenses incidental to the participation of its football team, coaches and staff, and other representatives of the Institution in activities related to the Bowl game. . The payments to be made by the Institution and the Conference, as applicable, for tickets and other benefits supplied hereunder shall be made within thirty (30) days of receipt by the Institution or Conference of each such ticket or other benefit to which the Bowl commits hereunder. The Institution and the Conference shall pay the Bowl directly, rather than any third party, for all benefits specifically set forth herein, except as otherwise provided. Article VII Awards Football Team. The Bowl shall provide an award package of Bowl's choosing with a value of approximately Five Hundred and 0/100 ($500.00) Dollars to a maximum of one hundred twenty-five (125) members of the Institution's .football team, commemorating the Institution's participation ill the Bowl Game. Such awards shall be consistent with the rules of the National Collegiate Athletic Association ("NCAA"). '7.2 Awards for Coaches and Other Staff Members. The Bowl shall provide an award package of Bowl's choosing with a value of approximately One Hundred and 0/100 ($100.00) Dollars to a maximum of twenty-five (25) coaches and other staff members, as identified by the Institution, commemorating the Institution's participation in the Bowl Game. Such awards shall be consistent with the rules of the NCAA.
,

.

7.1 Awards for Members of the Illstitution's

Official Party. The Bowl shall provide an award package of Bowl's choosing with a value of approximately One Hundred and OiiOO ($iOO.OO)Dollars to a maximum of fifty (50) members of the Institution's Official Party, commemorating the Institution's participation in the Bowl Game. Such awards shall be consistent with the rules of the NCAA. 7.4 Awards fol' Pel'sonllclofInstitlltion's Confel'ence. In the event that the Institution is the member of a Conference, the Bowl shall provide all award package of Bowl's choosing 5
10998700.1

7.3 Awards fol' Institution's

wi th a value of approximately One Hundred and 0/100 ($100.00) Dollars to a maximum of 15 persons affiliated with the Institution's Conference attending the Bowl Game and related events, commemorating the Institution's participation ill the Bowl Game. Such awards shall be consistent with the rules of the NCAA. 7.5 Licensing by the Institution. The Institution hereby authorizes and grants a limited, non-exclusive license to the Bowl to use its name, trade name, nickname, trademark, logo, likeness of its team mascot, players, and coaches to promote the Bowl Game and the other Bowlrelated activities. ' Beginning on the date of this Game Agreement and ending thirty (30) days after completion of the playing of the Bowl Game, such Institution's Conference, if any, shallhave the right and is granted a royalty-free license to use, 011 a non-exclusive basis, the names, slogans, seals, logos, and marks, whether registered or unregistered (such names, slogans, seals, logos, and marks hereafter referred to as "identifying marks"), of the Institution in Bowl-related activities, including but not limited to television, promotion, licensing and merchandising programs incident to the Bowl Game. The Institution's Conference intends to contract with Collegiate Licensing Company ("CLC and Fox Sports Production, Inc. ("FSP") to serve as licensing agents ill connection with the games of the Bowl Championship Series.
H )

Neither GLC nor FSP shall be entitled to sublicense such license to any person 01' entity without the consent of the Institution, which consent shall not be withheld unreasonably 01' untimely delayed. The Bowl and the Institution's Conference, if any, each acknowledges the Institution's exclusive ownership of its identifying marks, and any goodwill that arises from the use of the Institution's identifying marks shall inure solely to the benefit of the Institution. The Bowl and the Institution's Conference each agrees that it will not attack the title or right of the Institution in and to the Institution's identifying marks. The Institution reserves the right to exercise reasonable control over the use of its identifying marks, including, but 110tlimited to, inspection of any goods 01' services bearing the Institution's identifying marks, the right to preapprove any such use, and the right to prohibit the use of its identifying marks if the Institution in its sole discretion determines that such use is inappropriate, provided that no such approval shall be unreasonably withheld 01' untimely delayed. It is understood that revenue derived from by the licensees from the sale of merchandise in connection with the Bowl Game using the Institution's identifying marks shall be distributed to the .participating Conferences and Institutions , participating ill the Bowl Championship Series arrangement in accordance with the terms of the Mastel' License Agreement among the Atlantic Coast Conference, Big East Conference, Big Ten Conference, The Big Twelve Conference, Inc., Conference USA, Mid-American Conference, Mountain West Conference, Pacific-l O Conference, Southeastern Conference, Sun Belt Conference, Western Athletic Conference, University of Notre Dame du Lac, The Arizona Sports Foundation, doing business as Fiesta Bowl, Sugar Bowl, The Orange Bowl Committee, Inc., and Fox Sports Production, Inc. It is understood that revenue. derived by the Bowl from the sale of merchandise ill connection with the Bowl Game shall become part of the Bowl's gross receipts in accordance with existing rules and regulations of the NCAA. It is the responsibility of a representative of the Institution's Conference, CLC, or FSP to contact the Institution prior to using the Institution's identifying marks and to contact the Institution's designated licensing agent regarding use of such identifying marks if requested to do so by the Institution. For purposes of this Section 7.5, the Conference, if any, appoints William Hancock, Executive 6
10996700.1

Director of the Bowl Championship Series arrangement, as its representative for the purpose of contacting the Institution with respect to licensing matters. The Institution shall cause its designated licensor to comply with the provisions of this Section 7.5. 7.6 Licensing by the Institution's Confel·ence. The Institution's Conference, if any, authorizes and hereby grants the Bowl a limited, non-exclusive, royalty-free license to use the names, slogans, seals, logos, and marks, whether registered 01' unregistered (such names, slogans, seals, logos, and marks hereafter referred toas "identifying marks"), of such Institution's Conference, if any, solely for the purpose of promoting the Bowl Game and Bowl-related activities. Such identifying marks shall not be used for commercial purposes. Such identifying marks of the Conference shall be used only in conjunction with the Bowl's seals, logos, and marks. The Bowl may not sublicense such license without the express written consent of the Conference, which consent shall not be withheld unreasonably or untimely delayed. The Bowl acknowledges the Conference's exclusive ownership of its identifying marks, and any goodwill. that arises from the Bowl's use of such identifying marks shall inure solely to the benefit of the Conference, The Bowl agrees that it will not attack the title or rights of the Conference in and to such Conference identifying marks. The Conference' reserves the right to exercise reasonable control over the Bowl's use of its identifying marks, the right to pre-approve any such use, and the right to prohibit the Bowl's use of its identifying marks if the Conference in its sole discretion determines that such use is inappropriate, provided that no such approval shall be unreasonably withheld or untimely delayed. It is the responsibility of the Bowl to contact the Conference prior to using the Conference's identifying marks and to contact the Conference's designated licensor regarding use of such identifying marks if requested to do so by the Conference. The Conference shall cause its designated licensor to comply with the provisions of this Section 7.6. 7.7 Waiver of Licensing Fee by Bowl fOl' Awards Purchased by the Institution. Beginning on the date of this Game Agreement and ending upon completion of the playing of the Bowl Game, the Institution and, if the Institution is a member of a Conference, such Conference, shall have the right and is granted a royalty-free license to use, on a non-exclusive basis, the names, slogans, seals, logos, and marks, whether registered or unregistered (such names, slogans, seals, logos, and marks hereafter referred to as "identlfying marks"), of the Bowl solely in connection with the Institution's and the Conference's preparation of a reasonable number of Game-related awards commemorating- the Institution's participation in the Bowl Game for distribution as gifts only to members of the Institution's football team, football coaches and managers, its Official Party, and personnel affiliated with the Institution's Conference. The Institution and its Conference, if any, each acknowledges the Bowl's exclusive ownership of the Bowl's identifying marks, and any goodwill that arises from the Institution's or its Conference's use of such identifying marks under this Section 7.7 shall inure soleJy to the benefit of the Bowl. The Institution and its Conference, if any, agree that it will not attack the title or rights of the Bowl in and to the Bowl's identifying marks. The Institution shall not sublicense such license without the express written consent of the Bowl, which shall not be unreasonably withheld. The Bowl agrees to waive its licensing fee for use of the Bowl's identifying marks only with respect to awards prepared under this Section 7.7. All awards provided by the Institution to such persons using the Bowl's identifying marks shall be distributed ill accordance with the rules of the NCAA.

-7
10998700,1

7.8 Licensed Apparel for Retail Sales. The Institution shall have limited distributors available to purchase Bowl Game specific t-shirts for retail sales through their campus stores and bookstores in addition to its offering of officially licensed apparel. The two licensed distributors are the Institution's sideline company and 1882- Bowl Issued Apparel, the Bowl's line of apparel. The Institution agrees to provide the contact information of the buying office of licensed merchandise to the Bowl Game. The Institution agrees to notify their appropriate buyers of the Bowl's brand 1882. Article VIII Transportation, Parking, and Other Services

S.l Transportation for tile Institution, The Bowl shall provide at no cost to the Institution the following motor vehicles for the Institution's use for the scheduled duration of the stay in Phoenix/Glendale: (a) Twenty-five (25) automobiles upon the scheduled arrival of the Institution's football team and for the scheduled duration of such team's stay in Phoenix/Glendale to be used only in Maricopa County. The Institution shall be responsible for gasoline and other incidental charges; (b) Four (4) motor coaches for the members of the Institution's football team, football coaches and staff, and Official Party upon the scheduled arrival of tile Institution's football team and for the scheduled duration of such team's stay in Phoenix/Glendale; (c) One (1) van equipped with a lift to accommodate persons in wheelchairs and other physically disabled persons upon arrival 'of the Institution'S football team and for the duration of such team's stay in Phoenix/Glendale shall be arranged for by the Bowl, provided that the Institution shall notify the Bowl reasonably in advance if such a van is required; (d) One (1) truck for the transportation of equipment for members of the Institution's football team, football coaches and staff, and Official Party upon the scheduled arrival of the Institution's football team and for the duration of such team's stay in Phoenix/Glendale; (e) Two (2) trucks for the transportation of baggage available at the scheduled arrival of the Institution's football team in Phoenix/Glendale and again upon the scheduled departure of the Institution's football team from Phoenix/Glendale; (f) One (1) limousine or town car, capable of accommodating at least six (6) adult passengers, and chauffeur, which vehicle and chauffeur shall be available on an OIl-call basis upon the scheduled arrival of the Institution's football team and for the scheduled duration of such team's stay in Phoenix/Glendale; and ' (g) Van shuttle service for members of the Institution's football team between the entertainment locations and the hotel property lodging such team. 8.2 Transportation for the Institutioll's Conference. If the Institution is a member of a Conference, the Bowl shall provide at no cost to the Institution the following 1110tOl' vehicles for the Institution's use for the scheduled duration of the stay in Phoenix/Glendale: 8
10998700.1

(a) One (1) limousine or town car, capable of accommodating at least six (6) adult passengers, and chauffeur, which vehicle and chauffeur shall be available 011 an on-call basis upon the arrival of Conference personnel and for the duration of their stay in Phoenix/Glendale; and (b) Foul' (4) automobiles upon the scheduled arrival of'Conference personnel and for the duration of their stay in Phoenix/Glendale. The Conference shall be responsible for gasoline and other incidental charges. The Conference shall notify the Bowl in writing within ten (10) days of the selection of teams to participate in the Bowl Game of the expected dates and times of arrival of Conference personnel ill Phoenix/Glendale and scheduled departure. . 8.3 Police Escort. The Bowl shall provide, without charge to the Institution, an escort by police of the City of Phoenix/Glendale 01: other local law enforcement agency during transportation of the members ofthe Institution's football team and football coaches and staff to any practice site or Bowl Game Venue. 8.4 Parking f01' tIle Institution. The Bowl shall provide to the Institution free of charge parking spaces for fifty (50) automobiles and twenty (20) buses at a parking facility at the Bowl Game Venue on the day of the Bowl Game. 8.5 Parking for tlle Institution's Conference. The Bowl shall provide free of charge to the Institution's Conference, if any, parking spaces for twelve (12) automobiles and two (2) buses at the Bowl Game Venue all the day of the Bowl Game, Article IX Practice Facilities 9.1 Practice Facilities. The Bowl shall provide free of charge for the Institution's football team and football coaches and staff access to practice facilities, locker rooms, training rooms, and meeting rooms at Scottsdale Community College during the Institution's scheduled stay in Phoenix/Glendale. The Bowl shall provide approximately 50 cases of soft drinks and an adequate amount of ice at the practice facility. The Institution shallbe responsible for all other costs and expenses related to the operation of such practices, including, without limitation, laundry, equipment, food, and the like. Article X Official Functions 10.1 Official FUllctions. The Bowl shall sponsor the functions and provide complimentary invitations or tickets to such functions as shown on Exhibit 4. If additional tickets to such functions are made available to the Institution 01' to its Conference, if any, nothing in this Game Agreement shall be construed to obligate either the Institution 01' the Institution's Conference to purchase any of the additional tickets to any function made available by the Bowl. 9
10998700.1

---~-----------------------------------------------

If any of the functions specified on Exhibit 4 are determined not to comply with the rules of the NCAA 01' the rules of the Conference, if any, of which the Institution is a member, then the Bowl shall- arrange for a suitable substitute function reasonably agreeable to both the Bowl and the Institution which shall be ill compliance with the rules of the NCAA and the rules of the Conference, if any, of which the Institution is a member.
10.2 Appeal'ances by Institution's Pel'solluel. The Institution shall make its President,

Athletics Director, head football coach, members of its coaching staff, and members of its football team available for appearances for news conferences, official functions, and other Bowlrelated events as reasonably requested by the Bowl. In addition, the Institution shall ensure that representatives of the Institution attend the functions specifically identified on Exhibit 4 as "Team Representatives Appearance Obligations." Failure of the designated representatives of the Institution to attend the functions listed on Exhibit 4 as "Team Representative Appearance Obligations" may result in a reduction of the amount that the Bowl shall be required to pay in accordance with the provisions of the Bowl Championship Series Contract.
Article XI Insurance

11.1 General Liabilitv Insurance. The Bowl warrants and represents that it has purchased and will maintain comprehensive general liability insurance coverage listing the Institution and the Institution's Conference, if any, as additional insureds, with combined single limits of at least One Million and 0/100 ($1,000,000.00) Dollars per occurrence fOI'bodilyinjury and property damage. Such insurance shall include all of the members of the Institution's football team, coaches and staff as additional insureds. The Bowl warrants and represents that it has purchased and will maintain comprehensive automobile liability insurance coverage (covering non-owned and hired vehicles and including personal injury protection, uninsured motorists coverage, and collision and comprehensive liability coverage, with a maximum deductible of One Thousand and 0/100 ($1,000.00) Dollars for the actual cash value of the automobiles), listing the Institution and the Institution's Conference, if any,. as additional insureds, with combined single limits of at least One Million and 0/100 ($1,000,000.00) Dollars per occurrence for bodily injury and property damage. Such insurance shall specifically covel' all of the members of the Institution's football team, coaches, and staff, and any other person affiliated with the Institution 01' the Institution's Conference, if any, and participating in 01' otherwise connected with or a part of the Bowl Game and related activities and events.
11.2 Automobile Liability Insul'ance. 11.3 Excess Liability Iusul'ance. The Bowl warrants and represents that it has purchased excess liability insurance coverage listing the Institution and the Institution's Conference, if any, as additional insureds, with combined single limits of at least Nine Million and 0/100 ($9,000,000.00) Dollars per occurrence for bodily injury and property damage. Such insurance shall specifically cover all of the members of the Institution's football team, coaches and staff.

10
10998700.1

11.4 Institution's General Liability Insurance. The Institution warrants and represents that it has purchased and will maintain comprehensive general liability insurance coverage, and will use its best efforts to list the Arizona Sports Foundation, the practice site facilities, the University of Phoenix Stadium Authority, and other such entities as the Bowl may reasonably request as additional named insureds, with combined single limits of at least Five Hundred Thousand Dollars ($500,000) per occurrence for bodily injury and property damage. Such insurance shall specifically covel' all members of the Institution's football team, coaches, staff, mascot, cheerleaders and other personnel participating in the Bowl Game. The following minimum insurance shall also be obtained and maintained by the Institution for all such covered personnel: (a) basic accident-medical insurance in the amount of Sixty-Five Thousand and 0/100 ($65,000.00) Dollars per injury; (b) catastrophic-injury medical insurance that provides lifetime medical, rehabilitation and disability benefits in excess of the basic coverage, equal to the NCAA-sponsored, program or an alternate program sponsored by the NCAA Special Events Committee; and (c) workers' compensation insurance in compliance with applicable statutory limits. The above-referenced coverages shall be in effect while such covered personnel are traveling to and from, and while in the Phoenix/Glendale area. 11.5 Institution's Automobile Liability Insul'ance. The Institution warrants and represents that it has purchased and will maintain comprehensive automobile insurance coverage (covering non-owned and hired vehicles and including collision and comprehensive liability coverage (with a maximum deductible of One Thousand and 0/100 ($1,000.00) Dollars) for the actual cash value of the automobiles), and wiII list the Arizona Sports Foundation, the University of Phoenix Stadium authority, and such additional entities as the Bowl may reasonably request as an additional named insured, with combined single limits of at least Five Hundred Thousand ($500,000) Dollars per occurrence for bodily injury and property damage. Such insurance shall specifically cover all of the members of the Institution's football team, coaches, drivers, staff, mascot, cheerleaders and other personnel participating in the Bowl Game and any other person affiliated with the Institution or the Institution's Conference, if any, and participating in or otherwise connected with or a part of the Bowl Game and related activities and events. Effectuation of the foregoing insurance, and proof thereof to the Bowl is a condition to the Institution receiving courtesy automobiles as provided in this Game Agreement and, in connection therewith, the Institution further agrees that (i) such automobiles will be covered under its comprehensive automobile liability insurance policy having the minimum requirements set forth in this 'Section 11.5; (ii) such automobiles shall not be driven outside of Maricopa County; (iii) only representatives of the Institution over the age of25 shall drive the automobiles; and (iv) 110 members of the Institution's football team will drive the automobiles. 11.6 Institution's Excess Liability Insurance. The Institution warrants and represents that it will purchase excess liability insurance coverage over and above automobile liability and general liability insurance and use its best efforts to list the Arizona Sports Foundation, the practice site facilities, the University of Phoenix Stadium Authority, and such additional entities as the Bowl may reasonably request as an additional named insured, with combined single limits of at least Five Hundred Thousand ($500,000) Dollars per occurrence for bodily injury and property damage each for automobile liability and general liability insurance. Such insurance shall specifically cover all of the members of the Institution'S football team, coaches, drivers, staff, mascot, cheerleaders and other personnel participating in the Bowl Game and any other 11
10998700.1

person affiliated with the Institution or the Institution's Conference, if ally, and participating in 01' otherwise connected with or a part of the Bowl Game and related activities and events. 11.7 Game Cancellation Insurance. The BCS has purchased game cancellation insurance ill the event of postponement 01' cancellation of the Bowl Game. In the event that the Institution desires to obtain additional coverage through the Bowl, the Bowl shall use commercially reasonable efforts to make this coverage available for purchase by the Institution and its Conference. The Institution and its Conference as applicable shall be responsible for the premiums for such coverage which, if not paid, shall be deducted from amounts otherwise payable under this Game Agreement or the Bowl Championship Series Contract. 11.8 Covel·age. The above referenced coverages to be obtained and maintained by the Institution shall be in effect while representatives are traveling to and from, and while in the Phoenix/Glendale area. The Institution shall use its best efforts to cause the Bowl to be named as an additional insured under all such policies (with the exception of the workers' compensation policy) and shall use its best efforts to furnish certificate(s) of insurance evidencing the above referenced coverages prior to departure for the Bowl Game. This insurance shall be primary to any insurance carried by the Bowl, and the Institution shall use its best efforts to obtain waivers of its insurers' rights of subrogation against the Bowl and its insureds. In the event that the Institution does not have, and is unable to acquire, the coverages to be provided and maintained under Sections 11.4, 11.5, 11.6 and 11.7 (including, without limitation, endorsements to the effect that the Bowl, the practice site facilities and the University of Phoenix Stadium authority are additional named insureds, it shall provide written notice to the Bowl and the Bowl shall use its commercially reasonable efforts to obtain such insurance 011 behalf of the Institution and shall deduct the cost thereof from amounts otherwise payable under this Game Agreement 01' the Bowl Championship Series Contract: The Institution shall be required to obtain and maintain the foregoing insurance whether 01' not it is a state institution.
Article XII

Designation of Home and Visiting Teams' 12.1 Designation of Home and Visiting Teams. The Institution agrees that the Conference Champion of the Conference scheduled to host the Bowl Game under the terms of the Bowl Championship Series Contract shall be designated the home team for the Bowl Game. If such Conference Champion does not play in the Bowl Game (e.g., because such team qualifies to play in the BCS National Championship Game), then the team participating in the Bowl Game and occupying the higher spot (i.e., the lower number) in the BCS Standings shall be entitled to choose whether it wishes to be the home team or the visiting team. III addition, the home team shall have the right to select either light or dark jerseys for its game attire. 12.2 Team Usage. The Institution hereby grants to the Bowl the right to use the names, pictures, likenesses, voices, and biographical materials of the members of the Institution's football team, the Institution's -football coaches and staff, the Institution's faculty, cheerleaders, band members and any other persons representing the Institution who are participating ill 01' otherwise connected with or a part of the Bowl Game in accordance with the rules of the NCAA with respect to promotion of the Game and in its Game program and press materials.
12
10998700.1

Article XIII Game Rules and Officials 13.1 Game Rules. The official playing rules of the NCAA, pel' its applicable regulations

and bylaws, shall govern the conduct of the Bowl Game, except that the Institution and the Bowl agree that the half-time intermission shall not exceed twenty-two (22) minutes.
13.2 Game Officials. A neutral 'officiating crew shall be used in the Bowl Game, assigned through the jurisdiction of the NCAA Postseason Football Licensing Subcommittee, from a Conference 01' other officiating organization that does not have a member institution participating in the Bowl Game. 13.3 Expenses of Game Officials. The fees due game officials and expenses of such

officials shall be paid as provided ill the NCAA Rules.
Article XIV Miscellaneous

To the extent that any provision of this Game Agreement is in conflict with the rules, regulations, and orders promulgated by the 'NCAA for the governance of Division I intercollegiate athletics, including but not Iimited to, those rules, regulations, and orders promulgated specifically for the governance of Division I college football and PostSeason college football, such rules, regulations, and orders of the NCAA shall take precedence over the terms of this Game Agreement. If the rules, regulations, and orders of the NCAA shall change during the term of this Game Agreement in a manner that alters the economic provisions of this Game Agreement in any material respect, then the parties to this Game Agreement shall agree on appropriate adjustments in the amounts to be paid by the Bowl under the Bowl Championship Series Contract. The Institution and its Conference, if any, warrant and represent that, to the best of their knowledge, this Game Agreement does not conflict with the rules, regulations, and orders promulgated by the NCAA as such rules, regulations, and orders existed at the time this Game Agreement was executed, If the rules, regulations or orders of the NCAA; 01' the understanding of the Institution, its Conference, if any, or the BCS of such, should change during the term of this Game Agreement in any material respect, then appropriate adjustments shall be made in accordance with the Bowl Championship Series Contract. .
14.2 Force Majeure. Neither the Bowl, the Institution, no!'the Institution's Conference,

14.1 NCAA Rules.

if any, shall be held in default

01'

liable for damages to the extent or for the period caused by any

delay or failure to perform under this Game Agreement due to causes beyond the party's

reasonable control, including, but not limited to, acts of God, tire, flood, hurricane, national emergency, insurrection, riot, acts of war, terrorism, quarantine restrictions, embargoes, strikes, acts of government (including, but not limited to, any law, rule, order, regulation, or direction of the United States Government or of any other government, or' of any department, agency, commission, bureau, court, or instrumentality thereof, or of any civil 01' military authority) (an event of "Force Majeure"), provided, however, that the Bowl, the Institution, and the Institution's 13
10998700.1

Conference, if any, shall use their best efforts to carry out the purposes of this Game Agreement notwithstanding the occurrence of all event of Force Majeure. 14.3 Govel'lling Law. This Game Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to conflicts of law principles thereunder. 14.4 Assignment and Delegation. This Game Agreement may 110tbe assigned or delegated in whole or in part by the Bowl 01' the Institution without the prior written consent of the other and of the competing Institution. Any attempted assignment or delegation in violation of this Section 14.4 shall be void. 14.5 Waivel'. Any waiver or consent by the Bowl, the Institution, 01' the 'Institution's Conference, if any, to any variation from any provision of this Game Agreement shall be valid only in the specific instance ill which it is given, and no such waiver 01' consent shall be construed as a waiver of any other provision of, this Game Agreement or with respect to any similar instance or circumstance. All waivers to be effective shall be in writing and signed by the parties hereto or their respective authorized representatives. .
14.6 Binding Effect. Subject to the provisions of Section 14.4 of this Game Agreement

restricting assignment and delegation, this Game Agreement shall be binding upon and shall inure to the benefit of the Bowl, the Institution, and the Institution's Conference, if any, and their respective successors and assigns. 14.7 Severability. In the event that any provision of this Game Agreement or the application thereof to any party or circumstance shall be finally determined by a court of proper jurisdiction to be invalid or unenforceable to any extent, the remainder of this Game Agreement and the application of such provision to parties 01' circumstances other than those to which it is . held invalid 01' unenforceable shall not be affected thereby; and each provision of this Game Agreement shall be valid and enforced to the fullest extent permitted by law, provided however that if severance of such invalid or unenforceable provisionts) alters ill any substantial and material respect the economic provisions hereof or of the Bowl Championship Series Contract, then the parties and the BCS shall agree on appropriate adjustments to this Game Agreement. This Game Agreement may not be amended, altered, 01' modified except by an instrument in writing, duly executed by the Bowl, the Institution, and the Institution's Conference, if any. 14.9 Govel'llmental Action. The compliance of any of the parties to this Game Agreement with any governmental action 01' decree 01' any order, rule, regulation or decree by which any party to this Game Agreement is bound which limits, restricts, or affects the performance of any obligation under this Game Agreement shall not constitute a breach of this Game Agreement.
14.10 Captions. The captions contained in this Game Agreement are inserted for convenience of reference only and shall not in any way define or affect the meaning, construction, 01' scope of the provisions captioned. 14.8 Amendment.

14
10998700.1

14.11 Relationship. No agency, partnership, joint venture, 01' other representative or fiduciary relationship between the Bowl and the Institution or the Institution's Conference, if any, is created by, or may be implied or inferred fr0111,he execution of this Game Agreement, t the conduct of their joint activities as contemplated by this Game Agreement,or the consummation of the transactions contemplated hereby. It is acknowledged and agreed that each of the Bowl, the Institution, and its Conference, if any, is acting as an independent contractor. 14.12 Additional Actions and Docllments. Each of the parties to this Game Agreement agrees to take 01'cause to be taken such further actions to execute, deliver, and file, or cause to be executed, delivered, and filed, such further documents and instruments, and to use its best efforts to obtain such consents 01' approvals as may be necessary 01' as may be reasonably requested in order to effectuate fully the purposes, provisions, and conditions of this Game Agreement. 14.13 Unrelated Business Illcome Taxation. In the event that, in the year in which the Bowl Game is played, the Bowl shall incur liability for federal or state unrelated business income tax on advertising or corporate sponsorship revenues it receives from a Bowl Game-related event as that term is defined by the NCAA, the Institution or its'Coiifei;eiice; ifany, shall reimburse the Bowl for a portion of such tax under a formula to be determined by the Bowl and the Institution or its Conference, if any, which shall be in proportion to the amount of the payment made by the Bowl under the terms of the Bowl Championship Series Contract compared to the gross receipts of the Bowl as defined by the NCAA for such game. 14.14 Responsibilities of the Institution and Indemnification. The Institution shall be responsible for, and indemnify and hold the Bowl, the practice site facilities referred to in Section 9.1 and the Bowl Game Venue harmless from, any-and all Iiabllities arising out of or in connection with (i) any act or omission on the part of the Institution, the members of its football team, football coaches and staff, Official Party, marching band, band directors, cheerleaders, 01' Institution employees, representatives, or agents, or (ii) any breach or default of any of its obligations and covenants contained in this Game Agreement. Nothing in this Game Agreement, however, shall be construed as an express 01' implied waiver by the Institution of any.applicable governmental or sovereign immunity, as an express or implied acceptance by the Institution of liabilities arising as a result of-actions which lie ill tort or could lie ill tort ill excess of any liabilities allowable under applicable law, as a pledge of the full faith and credit of any state, or as the assumption by the Institution of a debt, contract or liability of the Bowl in violation of applicable law. Notwithstanding the foregoing, in the event that an Institution is limited or prevented from providing the full indemnity provided above, then any liabilities shall be paid by the Institution from any monies paid or to be paid by the Bowl to or for the benefit of the Institution under this Game Agreement and the Bowl Championship Series Contract, and any such amounts may be withheld by the Bowl for such purposes.

The Institution's Conference, if any, agrees to indemnify and 1101d Bowl, the practice the site facilities and the Bowl Game Venue harmless from any and all liabilities arising out of or in connection with (l) any act or omission 011 the part of the Conference, its employees, representatives, agents, or designated guests or invitees of the Conference or (ii) any breach or default of any of its obligations and covenants contained ill this Game Agreement.

15
10998700.1

------------~~~---

--

----

The Bowl agrees to indemnify and hold the Institution and its Conference, if any, harmless from any and all liabilities arising out of or in connection with (i) any act 01' omission on the part of the Bowl, its employees, representatives, or agents, 01' (ii) any breach 01' default of any of its obligations and covenants contained in this Game Agreement. For purposes of this Section 14.14, liabilities shall mean all liabilities, expenses, damages, losses, deficiencies, assessments, interest, penalties, claims, suits, actions, proceedings, investigations, judgments and costs (including reasonable attorneys' fees and disbursements) whatsoever, whether suit is instituted or not and, if instituted, at any trial 01' appellate level and settlement. To facilitate execution, this Game Agreement maybe executed in counterparts; and it shall not be necessary that the signatures of each party appear on each counterpart; but it shall be sufficient that the signature of each party appeal' on one 01' more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this Game Agreement to produce 01' account for more than a number of counterparts containing the respective signatures of all of the parties to this Game Agreement. Delivery of executed signature pages by facsimile transmission shall constitute effective and binding execution and delivery.
14.16 Survival. The provisions of Sections 14.13, and 14.14 shall survive the performance of this Game Agreement. 14.17 Institution's Obligations. 14.15 Execution.

(a) The Institution hereby agrees to have its football team and representatives of the Institution available at Phoenix/Glendale, in accordance with the schedule in the Bowl Championship Series Contract for the Bowl Game, for purposes of participating in such activities, and to cause its football team and other university representatives, including, without limitation, its marching band and cheerleaders to participate in the Bowl Game and other events at the times set forth for such events as reasonablyspecified by the Bowl, as listed on Exhibit 4. (b) The Institution agrees to respond to all reasonable requests for information from the Bowl in any way related to the Bowl Game or other activities, including, without limitation, team rosters, names of members of the Institution's Official Party arid media guides. In addition, the Institution agrees to promptly furnish the Bowl with a list of current sponsorship arrangements of the Institution so that the Bowl may identify and attempt to resolve corporate sponsorship conflicts. (c) In addition to the appearance of its football team and marching band at the Bowl Game, the Institution agrees to cause the designated members of its football team and other representatives of the Institution to be available to attend those events reasonably specified by the Bowl, including, without limitation, news conferences, press briefings, media/photo day and post-Game ceremonies and interviews, as listed on Exhibit 4. (d) Except as otherwise expressly set forth in this GameAgl'eement, the Institution shall be responsible for all scheduling and transportation of its football team members and other 16
10998700.1

representatives of the Institution in connection with both travel to and. from and within Phoenix/Glendale, including, without limitation, to practice facilities and events. 14.18 Telecast of the Game. The Institution and its Conference hereby agree that the. Bowl shall not be responsible for the telecast of the Bowl Game or the content thereof, which shall be within the sole control and sole responsibility of the Fox Broadcasting Company '("Fox"), as more fully described in the Bowl Championship Series Contract and the Exhibits thereto. Notwithstanding the foregoing, the Bowl agrees to provide Fox's personnel unimpaired access to and from the Bowl Game Venue, without cost to Fox, reasonably in advance of its telecast, and to give Fox a reasonable number of passes and credentials for such purposes. The Bowl also agrees to provide Fox's production personnel, without charge to Fox, such space and camera locations as Fox, in its discretion, may reasonably require for equipment (including microphones, ground level,' hand-held or other cameras and related apparatus as well as apparatus or equipment required for interactive production activities) used by Fox in connection with the recording, telecast or exhibition of the Game, subject to approval of Game managers, which shall not be unreasonably withheld. The Bowl will grant Fox the right to install, operate, maintain and remove from the applicable stadium at its cost a114expense such platforms, cables, wires and other apparatus as may be necessary for the recording, telecast or exhibition of the Game, provided that Fox shall not unreasonably interfere with the staging or conduct of the Game or cause damage to the Bowl Game Venue. The Bowl will not grant access to the applicable stadium, without Fox's prior written consent to any other film 01' television crew for live broadcast from the Bowl Game Venue during the period beginning sixty (60) minutes before the scheduled time of kickoff and ending upon completion of the game. The Bowl shall have the option to permit other ENG, videotape or film crews, including those authorized to film or videotape a Game for display on an in-stadium video board or for use by the coaching staff of a participating institution. No such ENG, videotape or film crews shall be allowed to telecast the Bowl Game or provide any feed or other signal for a live broadcast of the Bowl Game. No video or audio portions of the game may be used by such. ENG, videotape or filming entity or by any third-party or entity that has contracted with, or is' affiliated with, such ENG, videotape, 01' filming entity for commercial purposes other than a coach's show broadcast after the Bowl Game and that is part of a regularly broadcast series of shows featuring the Institution's coach and regularly includes film highlights of the Institution's team's games during the regular season. With the exception of the aforementioned coach's shows, no more than 3 minutes of footage or other audio or video depictions of the Bowl Game may be used by any ENG, videotape or filming entity. 14.19 Sideline Rights and Site Advertising. The Institution acknowledges and agrees that Fox and its marketing partners have the exclusive right to provide "sideline goods and services" to the participating teams at each BCS Bowl game. "Sideline goods and services" include, but are not limited to, food and drinks, cups, coolers, squeeze bottles, other drink holders, towels and other similar paraphernalia, coaches' headsets; and any other product used on the sideline that gives visibility to any company or trade name, logo 01' identifiable colors, but not including the names and logos of the participating Institutions, Conferences and Bowl. Fox will provide each team with cups, coolers, squeeze bottles and towels for team use. Fox has contracted exclusively with a sponsor (currently Gatorade) as the official supplier of such items. Should conflicting agreements preclude the Institution from using such items, Fox shall supply generic BCS items that the Institution: shall use. No other cups, coolers, squeeze bottles and
17
10998700,1

towels, headsets, or other sideline services will bepermitted in the bench area or on the' sidelines without Fox's express written approval in advance. The Bowl and Institution agree that, except for permanently-affixed signage, no billboards Or displays for any product, service, or other commercial entity will be visible within Fox's normal television camera range at any the Bowl Game (including, without limitation, (i) names and logos appearing on the clothing, uniforms or headset of the players, coaches, officials or 'any other persons appearing within camera views, and (ii) equipment used 0.11 the sidelines such .as cooling fans, 'provlded however, that neither the inclusion of a sponsor's name 01' mark ina Bowl Game logo 01' BCS logo nor any deals between an Institution and supplier-that may include that supplier's customary patches on player'suniforms and coaches' clothing shall be a violation ofthis provision) during Fox's telecast thereof'unless they have. been submitted to' Fox tor its approval in 'advance of the Bowl Game. Nothing herein shall be deemed either to expand 01' to limit whatever rights Fox 1l1~Y have to place advertising at the, Bowl Game for inclusion ill its .telecasts in accordance with Fox's agreement with the BCS, even if such slgnage is for companies competitive with companies represented bypermanent signage.
14.20 Bowl Championship Series Contrad. The parties acknowledge that this Game Agreement is subject to the terms and provisions of the Bowl Championship Series' Contract and that they are ill agreement with the rights granted and the obligations imposed by the Bowl Championship Series Contract.

IN WITNESS WHEREOF: each of the parties to this Game Agreement has caused this Game Agreement to be duly executed 011 its behalf by en authorized representative.aa of the clay and year first hereinabove written.
ARIZONA SPORTS FOUNPATION

By: Name:
Title:

»J~ . ave
@tES ID
Ibk{t-J

TV( IJI~

4-ED

WESTERN ATHLETIC CONFERENCE

By: Name: Title:

_

_ _

18
'10996700.1

EXHIBIT 1 Ticket Locations' SEE TEAM MANUAL

10998700.1

EXHIBIT 2

WAIVER OF LIABILITY AND RELEASE I, , acknowledge that I have been offered the opportunity to view from the sidelines the Tostitos Fiesta Bowl (the "Bowl Game") to be played at University of Phoenix Stadium in Glendale, Arizona 011 January 1, 2007. I further acknowledge that the Arizona Sports Foundation, a non-profit corporation, the Texas Christian University, Boise State University, 'the Mountain West Conference, and the Western Athletic Conference, and their respective representatives have taken all reasonable actions and precautions to ensure the safety of each and every person 011 the sidelines at the Bowl Game from any and all injuries. Notwithstanding these actions and precautions, I understand that there remain risks for persons viewing the Bowl Game from the sidelines. I am willing to assume any and all risks associated with viewing such game' from the sidelines. In consideration of a credential permitting me to view the Bowl Game from the sideline, the sufficiency of which I acknowledge, I hereby assume all risks associated with my presence on the sideline, including; without limitation, any risk of serious bodily injury and death, and hereby agree to waive and release from all liability each of the Arizona Sports Foundation, a non-profit corporation, Texas Christian University, Boise State University, the Mountain West Conference, and the Western Athletic Conference, all of the Conferences and Institutions participating in the Bowl Championship Series arrangement, and their respective representatives for any and all claims, suits, causes of actions, liabilities, debts, obligations, costs, expenses, demands, rights, and indemnities of every kind and nature arising from my presence on the sidelines at the Bowl Game, whether for bodily Injuries, injuries to property, death, or any other injury of any kind and nature. I have read this waiver of liability and release carefully and understand its ter111S and its scope and effect, and I accept its te1111S ith the intent to be bound. I further agree that this w waiver of liability and release shall be binding upon me, my heirs and assigns, and my representatives. Executed this _ day of , 20_,

Signature:

_

10998700.1

EXHmIT3
Hotel Accommodations SEE TEAM MANUAL

10998700.1

EXHIBIT 4 'Offlcia] Functions SEE TEAM MANUAL

10998700.1

Sign up to vote on this title
UsefulNot useful