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adidas To: Paul Bryant a Date: 4/16/2018 From: Mo Hawthorne/ivy Hudson. Subject: “Team Agreement The following Is transmitted: Herewith Bi And is approved (1 Under Separate Cover For Your File H For your use or distribution H For your approval o For your review and comments For your information (1) For correction and re-submittal Other Number Description Dated Reference of tems pce 1 Original Fully Executed Team Agreement (07/01/2018 etween adidas America, Inc. and Grambling To | State Universi 05/31/2023 Notes: wy Hudson adidas America, inc. 5055 North Greeley Avenue Portland, OR 97217 Thanks! PRIVILEGED AND CONFIDENTIAL INFORMATION: ‘This kansimission Is Inlonded only for tho uso of the Inclvdual or enilty to which I s addressed and may contain information thal is privileged, confidential and exempt from disclosure under applicable law. I you are not the| intorded recipiont ofthis transmission, or the employee or agent responsible for delivering it tothe Intonded recipient, you are horeby notified that any dissemination or copying of this transmission ts silly profited. if you have] recelved ths ransnission in error, please immediately noi us by telephone and destroy the orginal. Thank you. NAPOR\adidse- romp egtdabl fase easmal Sen! Oot 2018\anbig State Univ -Tean Age 2018-207300 ‘TEAM AGREEMENT ‘This Team Agreement (this “Agreement”) Is entered into between adidas America, Inc., ‘an Oregon corporation (“adidas”), and Grambling State University (“Schoo!”), effective as of the first day of the Term (as defined In Section 12 below). G RECITALS, School flelds athletic teams and programs in Mem Baseball, Basketball, Cross Country, Football & Track & Field, Women: Basketball, Bowling, Cross Country, Soccer, Softball, Tennls, Track & Feld and Volleyball (each, a “Leam") and retains and supports the coaches, staff and student athletes In connection therewith (collectively, the "Team Participants"). adidas designs, manufactures, dstributes, and sells athletic footwear, apparel and related accessorles and equipment through Its Team Direct Sales Program (the “adidas Team Program’), the terms and conditions of sale are updated periodically in the adidas Team Sales Catalog. The products included in the adidas Team Program include Footwear Products, Non-Footwear Products, and Baseball, Fastpitch and Lacrosse Products (each as defined in Section 1 helow) (collectively, “adidas Products"). adidas wishes to support School and Its athletic teams and programs by, as more specifically described in this ‘Agreement, supplying adidas Products to School under the adidas Team Program. ‘School wishes to acquire and use adidas Products under the adidas Team Program and consistent with the terms of thls Agreement. ‘The parties agree as follows: AGREEMENT adidas Products, Jd. Footwear Products, During the Term, School agrees to purchase adidas Footwear Products directly from adidas for Team Participants’ use in accordance with the adidas Team Program (45% off MSRP / 30% off MSRP for all miteam footwear products), “Footwear Products” means all footwear for Team Participants for all Team events, Including competition, practices, training, coaching, travel, recrulting and media engagements, 1.2, Apparel, Custom Uniforms, Accessories and Equipment, During the Term, School agrees to purchase, directly from adidas, Non-Footwear Products for Team Participants’ use in accordance with the adidas Team Program (50% off MSRP for all apparel) for Team Patticlpants’ use In each case for all Team events. “Non- Footwear Products” means all apparel, uniforms {Including custom uniforms), accessories, equipment (Including travel bags, headwear, socks, walsthands, 2 3. gloves, watches, eyewear, hard goods, and inflatables) Included in the adidas ‘Team Program, but excluding Footwear Products. 1.3. Baseball & Fastpitch Products. During the Term, School agrees to purchase, directly from adidas, fielding gloves/mitts, batting helmets, catchers protective equipment, gloves, bats, sticks, and shoulder pads at 37.5% off MSRP for Team Participants’ use. 1.4, No Warranties, adidas shall not be liable for any injury or damage suffered by ‘School or Team Participants from wearing or using adidas Products, and School hereby expressly knowingly and irrevocably walves all such lability, except to the extent such Injury or damage is caused by adidas’s gross negligence or willful misconduct. ALL GOODS PURCHASED OR OTHERWISE ACQUIRED BY SCHOOL PURSUANT TO THIS AGREEMENT ARE TRANSFERREDAS-IS, ADIDAS HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE THAT MAY ARISE BY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Exclusive Use, 2.4, Athletic Activities. During the Term, School shall ensure that each Team (Including all Team Participants) exclusively uses and wears adidas Products whenever engaged In any Team event and any other athletic activitles for which such attire 1s appropriate, Including games and practice sessions, being filmed by motion picture or video tape, posing for photographs, and conducting or particlpating in ‘camps or clinics. 2.2. No Spatting, School shall not permit any Team Partlclpant or any other person to “spat”, obstruct or alter adidas's logos and marks In any way. Excoptions to this Section 2 require written approval by adidas Ucense, School hereby grants to adidas the right andlicense, during the Term and at all times thereaftercto the extent necessary for adidas’ lawful business purposes, to use School's name and trademarks worldwide In connection with the development, promotion, marketing, advertising and sale of adidas Products. Schoo! shall not grant any comparable right to any other person or entity if the other person or entity Is engaged In any business competitive with adidas. This license includes the right to use School's name, nickname, Initials, photograph, likeness, Image or facsimile Image, video or flm portrayals and any other means ~-of expressing School's use of adidas Products in connection with, but not limited to, television and radio advertisements, print advertisements, advertisements on any public or private on- line service or the Internet, catalogs, posters, billboards, building murals, video or audio promotional productions, promotional or marketing appearances, and hang tags and other In-store displays, School acknowledges that no royalty shall be paid on adidas Products provided by adidas to School's Teams and Team Partlclpants under this Agreement. 4. Promotional Merchandise. 4.1. Merchandise Provided if Purchase Minimums Met. During the Term, adidas will provide School with merchandise listed in Section 4.2 below, during each Schoo! Year (defined as July 4 through June 30) of the Term, contingent upon School achieving and. maintaining minimum annual purchase volumes of $200,000 (wholesale value} (which includes custom uniform purchases directly through the adidas Team Program), Fallure to comply with minimum purchase requirements will result tn Schoo! being liable for providing adidas with cash compensation equivalent to the sales shortfall. 4.2. Promotional Merchandise for Each School Year. For each School Year, during the Term, adidas shall provide the following types and values of Promotional Merchandise re Un ca 201819 $130,000 BO1020 $430,000 2020721 ‘$130,000 cea BORD $430,000 2022123 (ieee $130,000 “Promotional Merchandise” means promotional merchandise orders from the adidas ‘Team Sales Catalog, Unused promotional merchandise amounts, as of 5:00 PM EST May 30, are forfelted by School, As a result, promotional merchandise cannot be carried from one School Year to the next, 5, Bonus Allotment. Should Grambling Athletics hit annual purchase volumes that exceed the below criteria, adidas will provide additional ‘bonus’ product allotments. Only the highest plateau reached will be rewarded each year. Res Cones Annu Purchases (wholesale) Ae) beeen '$200,000- $249,999 ia $250,000 - $299,999 $40,000 $300,000- $349,599 $70,000 $3350,000- $399,999 $420,000 Transition Allotment. In Year One, adidas will provide Athletics with a onetime product donation to help transition the Grambling State Athletic department and its athletic programs into adidas uniforms. School agrees to purchase (2) sets of uniforms to receive the free sets. *Set of uniforms are 1 Jersey and 4 Pant. Un ‘uy 2sets of uniforms; Got Two SetsFree ($77,000 Retall Value) Football {$20,000 Retall value to bo used at A's dlscrtion with Footbal progr ue | Buy 2 sets of uniforms; Get one Setfree ($11,200 * Retatl Value) ‘Buy 2sets of uniforms; Get one Set Free ($11,200 Softball: Retall Value} 7 Buy 2sets of uniforms; Got TwosetsFree ($9,200 Men's Basketball: Retall Value) 5 ‘ Duy 2sets of uniforms; Get Two Sets Free ($9,200 ‘Women’s Basketball etal Value) ‘Sport Specific Allotment. On an annual basis, adidas will provide the following teams with an annual product allotment : Softball Hats or Visors eens Buy One, Get One Free (min of 72 units); ($864 @ Reta Value} ‘Baseball On Fold Hats Buy One, Get One Free (min of 72 units); (61,080 @ Retal Valve) Baseball Bats Buy One, Get One Free (min of 42 bats); (61,200 @ Retall Value) Flelder Gloves ‘Buy 3, Get One Free ($220 @ Reta Value) Catching Gear ‘Buy 2, Get One Froo ($390 @ Retail Value) Batting Helmets BuyOne,GetOneFree (SO etal Value) Buy One, Get One Free ($00 Travel & Coaches Bags Pry 8. On Campus Bookstore Promotional Merchandise Bonus Incentive: ‘Gn Campus Bookstore Retall Sales (per contract year) Teta Afotment to Athiotie Department (non- cumulative) $100,000 Eee reese sete vee verve aE | 75,6000 $150,000 8 z 20,000.00 $200,000 $ 25,000.00 9. Incentive Compensation. adidas shall provide School the following bonus amounts In any ‘School Year if School achieves the applicable goals during such School Year, Football © Head Football Coach will receive $2,500 @ retail In product for being named Conference Coach of the Year © Football program will receive $3,000 @ retall In product for buying/using the adidas Game footballs, Football program will receive $10,000 @ retall In product for winning the Bayou Classic Football program vall receive $15,000 @ retall in product for winning the Conference Champlonship (SWAC) Regular Season, © Football program will receive $35,000 @ retall In product for winning the Black College ‘National Champlonship played In Atlanta. Celebration Bowl. Men & Women’s Basketbal Basketball program will recelve $5,000 @ retall in product for particlpating In the NCAA ‘Tournament Basketball program will receive $10,000 @ retail in procluct for reaching the Sweet 16, * Head Basketball Coach will receive $1,000 @ retail In product for being named Conference Coach of the Year Baseball & Softball Programs © Head Coach will recelve $1,000 @ retall in product for being named Conference Coach of the Year ‘© If Team participants In NCAA tournament (Regionals) ~ team will recelve $5,000 in product at retail value © If Team participants In NCAA tournament (Super-Reglonals) ~ team will receive $10,000 In product at retail value al ort © Team will receive $2,500 for going to the NCAA Tournament ~ as a team. © Volleyball program will recelve $5,000 for making an NCAA appearance. © Head Coach will receive $1,000 @ retall in product for being named Conference Coach ofthe Year 10, Marketing Benefits. tn all media and methods of communication listed below, School shall identify adidas as the School's exclusive athletlc footwear, apparel, and accessory brand permitted to advertise its products. Athletic Collateral Materials ‘adidas logo placement In all sports related media guides and game day programs # adidas logo placement on all collateral materials used to promote the Grambling Football, Men and Women's Basketball, Baseball & Softball, Soccer and Volleyball Including, but not limited to schedules, posters, camp brochures and coaches clinics * The option to Include a flyer/brochure, provided by adidas, into the Football season ticket holder mailings free of charge. Stadium Signage * Baseball: Agreed upon Outfield Signage = Basketball : Agreed upon Arena signage. * Football Stadium/Football Facility: ‘© Prominent signage in current football stadium Athletic Website ® adidas link on listing adidas as ‘Officlal Corporate ‘Sponsor’ Public Address Announcements © (2) PA Announcements during each athletic home games listing adidas as the official supplier/outfitter of Grambling Athletics % {2} Video Board Announcements during each athletic home game listing adidas as the official suppller/outfitter of Grambling Athletics, specific to Football & Basketball. Direct Mall Inserts/Email Blasts * Allow adidas to Include (2) direct malt Inserts for Football per year. adidas to provide copy and content, adidas to pay for cost of fiyer. * Grant adidas access to your email database for Football for up to (2) emall blasts per year. adidas to provide copy and content. Appearances ~- Football & Men/Women’s Basketball 6 1. 12, * Schedule Permitting: Head Coach will make (2) adidas-sponsored appearances per year. ‘Written notice will be provided to Head Coach (30) days in advance. * Online Appearance, Head Coach will make (1) adidas-sponsored online appearance per year. Written notice will be provided to Head Coach (14) days In advance. ‘Season Tickets Sideline Passes: Up to (2) sideline passes for each football home/away game ~ upon request Football — Offered Up to (8) Season Tickets & (2) parking passes ~ free of charge Football ~ Post Season — Offered up to (4) Post Season Game Tickets ~ free of charge NCAA Basketball Tournament: Offered up to (4) game tickets ~ upon request Men & Women’s Basketball ~ Offered up to (4) NCAA/NIT post game tickets ~ free of charge Representations and Warranties. Each party represents and warrants that such party (I) Is not party to any agreement, contract or understanding, whether oral or written, that would prevent, limit or hinder the performance of any of its obligations under this Agreement; andl All) has the due and proper authority to enter into and perform its obligations under this Agreement. ‘Term and Termination. ‘Term. This Agreement shall remain in effect from July 1, 2018 and until May 31, 2023, unless sooner terminated pursuant to the terms of this Agreement (the “Term'"). 12,4, ‘Termination for Cause, Either party may terminate this Agreement If the other party materially breaches this Agreement and, if such breach Is curable, falls to cure such breach within 30 days of written notice from the non-breaching party. The partles acknowledge and agree that the breach of Section 2 constitutes an incurable material breach of this Agreement. 12.2, ‘Termination by adidas, adidas may, In Its sole discretion, recluce the amount of Promotional Merchandise described in Section 4 by 50% or terminate thls Agreement If {a) one or more coaches, Teams or players are suspended or otherwise subject to materlal disciplinary action by the NCAA, Including any disciplinary action that limits the Team's competitiveness or prevents the Team from participating In regular season or tournament games; or (b) In adidas’ sole estimation one or more coaches, Teams, or players engage In conduct that reflects poorly on adidas or that harms adidas’ reputation in any way. 12.3, Right of Suspension or Reduction, if adidas believes that If School has breached any term of this Agreement, then adidas may (In its sole discretion) suspend or reduce payments of incentive.compensation.and/or-reduice the dollar amount of adidas Products avallable to School under Section according to the following schedule: 12.4, For the first offense, there will be a 25% reduction In the amount of Promotional Merchandise, The second offense will incur a 50% reduction In the amount of Promotional Merchandise or termination of the Agreement. The third offense will incur a 100% reduction in the amount of Promotional Merchandise or termination of the Agreement, at adidas’ sole discretion. Any reductions In the amount of Promotional Merchandise will be deducted in the following School Year unless the breach occurs in the final year of this Agreement, in which case the deductton will ‘occur In the current School Year or In the first renewal year, The decision to apply the deduction In the current School Year or the first renewal year rests entirely with adidas. Effect of Termination; Survival. The right of termination under this Agreement is not exclusive and Is in addition to any and all other rights and remedies available to the parties under applicable law. The termination of this Agreement shall not relleve a party from liability for a prior breach of this Agreement. The provisions of this Agreement that by thelr context or nature are intencled to survive the explration or termination of this Agreement, Including Sections 9.1 and 9.2 shall survive the expiration or termination of this Agreement. 43, School Approvals. BA. 13.2, Schoo! Approval, If School utilizes a third-party licensing agent or if School utilizes a licensing department within the School administration, School agrees and acknowledges that any approvals glven by the Schoo!’s athletic director or his/her designee shall be suffictent for all purposes under this Agreement. Notice, adidas shall provide Schoo! with Items for approval. School shall approve or disapprove within five (5) business days. If School does not provide approval or disapproval with the allotted time, then this shall be deemed approval and adidas may proceed with its obligations under this Agreement, 14. Covenants of Parties. 14.4. 14.2. 143. Confidentiality, Subject to applicable state public records law, the terms of this Agreement are strictly confidential and nelther party may disclose the terms hereof to any third party without the prior written consent of the other party. Notwithstanding the foregoing, either party may disclose the terms hereof to such party's professional, financlal and similar advisors provided such persons are bound by covenants or obligations prohibiting further disclosure and restricting thelr use of such information to purposes consistent with the provislons of this. ‘Agreement. Compliance with Law. Each party shall comply with all laws, rules and regulations applleable to it in the performance of Its obligations under this Agreement. ‘No Resale, During and after the Term, School agrees to not sell or distribute, or to permit the sale or distribution of, any adidas Products acquired pursuant to this g 45. 16, 14.4, Agreement, provided that School may sell such adidas Products to: (i) affilates of the School, Including on-campus retail outlets that provide services or sales to the ‘School's teams, athletic facilities, faculty, students and visitors; and (ll) vendors of the School that provide services to the Schoot’s teams or athlatlc facilitles but only to the extent related to vendor's provision of service to the School. Indemnification, Schoo! agrees to indemnify and hold harmless adidas and Its agent(s) from any and all claims made by third parties with respect to the School’s intellectual property or artwork created by the School or create at the direction of the School ("IP"). School agrees to indemnify and hold harmless adidas and Its agents) from any and all claims made by third parties as a result of adidas’ use of the IP, Notices. Notices required by this Agreement shall be sent to the address listed below or to such other address as the parties may fram time to time by notlee provide. If to adidas: If to School: adidas America, Inc, Grambling State University 5055 N. Greeley Ave. 403 Main St. Portland, OR 97217 Grambling, Louisiana 71245 Attn: Vice President, U.S, Sports With a copy to: ‘with a copyto: adidas Ametica, Inc. (Te) 5055 N, Greeley Ave. Portland, OR 97217 ‘Attn: Legal Dept, Notice Is effective when actually received If sent by any means that leaves. hard-copy record in the hands of the recipient, If sent registered mall, postage prepald, retum receipt requested, notice shall be deemed effective on the date the return recelpt shows the notice was accepted, refused, or returned undeliverable. Miscellaneous. 16.1, 16.2. Severability. If any provision of this Agreement Is held to be Invalid or unenforceable In any respect for any reason, the validity and enforceability of such provision in any other respect and of the remalning provisions of this Agreement will not be in any way impaired. Chole of Law; Venue; Jurisdiction, This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana . The partles hereby agree and consent to the exclusive jurisdiction and venue of State court 47, 18. 16.3. 16.4. 16.5, 16.6, 16.7. 16.8, located in Nineteenth Judicial District Court, parish of East Baton Rouge, State of Louisiana, Binding Effect, This Agreement willbe binding on and inure to the benefit of the parties and thelr respective heirs, personal representatives, successors and permitted assigns, Assignment. School may not assign, sell or transfer this Agreement or any of Its rights, interests or obligations under this Agreement without adicas’s prior vnitten consent. Construction, The captions used In this Agreement are provided for conventence only and will not affect the meaning or Interpretation of any provision of this Agreement. Alll references In this Agreement to “Section” or “Sections” without additional Identification refer to the Section or Sections of this Agreement, All words used in this Agreement will be construed to be of such gender or number as the circumstances require, Whenever the words include or Including are used in this Agreement, they will be deemed to be followed by the words without Unitation. Expenses, Except as otherwise expressly provided In thls Agreement, each party to this Agreement will bear Its own expenses in connection with the preparation, execution and performance of this Agreement and the transactions contemplated by this Agreement. School shall be solely responsible for the payment of all taxes or other associated expenses on any compensation or considerations received under this Agreement. ‘School/adidas Relationship, Nothing contained in this Agreement shall be construed as establishing an employer/employee, agency, partnership or Joint venture relationship between the partles, Entire Agreement. This Agreement, together with the terms and conditions of the adidas Team Sales catalog and of the account or credit application completed in connection with execution of this Agreement, all of which are incorporated into this Agreement by reference, constitutes the entire understanding between the parties with respect to the subject matter hereof and cannot be amended or ‘modified except by an agreement in writing, signed by each of the parties. All previous understandings or agreements between the parties related to the subject matter hereln shall have no further force and effect. Late Payments Interest due by Grambling State University for late payments shall be done In accordance with La, RS, 3954695 and 1363202, Taxes 10 adidas agrees that all applicable taxes are included in the scheduled pricing. Grambling State University Is exempt from all state and local sales and use taxes 19, Termlnatlon for Non-Appropriation of Funds ‘The continuation of this contract is contingent upon the appropriation of funds to fulfil the requirements of the contract by the Legislature. Ifthe Legislature falls to appropriate sufficient monies to provide for the continuation of the contract or If such appropriation Is reduced by the veto of the governor or by any means provided in the Appropriations Act or Title 39 of the La. RS, of 1950 to prevent the total appropriation from exceeding revenues for that year or for any other lawful purpose and the effect of such reduction is to provide Insufficient montes for the continuation of the contract, the contract shall terminate on the dlate of the beginning of the first fiscal year for which funds are not appropriated. 20. Ownership All records, reports, documents or other materlal related to thls contract and/or obtained or prepared by adidas in connection with the performance of the services contract for hereln shall become the property of Grambling State University and shall upon request be returned by adidas to Grambling at Grambling’s expense at termination or expiration of this contract. 24, — Indemnification and Limitation of Liability Neither party shall be liable for any delay or failure in performance beyond Its control resulting from acts of God or force major. The partles shall use reasonable efforts to eliminate or minimize such events upon performance of thelr respected dutles under this contract. Each party shall be fully liable for the actlons of Its agents, employees, partners or sub contractors and shall fully indemnify and hold harmless the state of adidas (as relevant) from sults, actions, daniages, and costs of every name and description relating to personal Injury and damage to real or personal tangible property caused by adidas, Its agents, employees, partners or sub-contractors in the performance of this contract, without limitation; provided, however, that nelther shall Indemnify for that portion of any clalm, loss or damage arlsing hereunder due to the negligent act or fallure to act of the state or adidas (as relevant). Each party will indemnify, defend, and hold the state or adidas harmless, without limitation, from and against any and all damages, expenses (Including reasonable attorney's fees), claims, Judgments, llablities, and costs which may be finally assessed against the state In any action for infringement of the United States Letter Patent with respect to the products, materials, or services furnished or of any copyright, trademark, trade secret or Intellectual property right provided that the indemnified parties shall give the Indemnifying party: (prompt written notice of any action, claim or threat of infringement sult or other sult (i) the opportunity to take over, settle or defend such action, clalm or sult at the Indemnifying partles sole expense, tind if alstance n the defense of any such action atthe expense ofthe Indemnifying part. Where a sult or clalm arises relative to a real or anticipated infringement, the state may require adidas at its sole expense to dispense such information and documentation, Including formal patent attorney opinions as the Commissioner of Administration shall require. defense of any such action Each party shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) parties unauthorized modification or alteration of a product, material or service; (I) a party's use of the product, material, or service In combination with other products, materlas, or services not furnished by a party; (ila party's use in other than the specified operating conditions and environment. In addition to the foregoing, If the use of any item(s) or part(s) thereof shall be enjoined for any reason or if adidas belleves It may be enjoined, adidas shall have the right, at its own expense and sole discretion as the state's exclusive remedy to take actlon no later than six (6) months after the Issuance of an injunctlon In the following order of precedence; (i) to procure for this state the right to continue using such item(s) or part(s) thereof, as applicable; (Il) to modify the component so that it becomes non- infringing equipment of at least equal quality in performance; oF (It) to replace sald item(s) o part(s) thereof as applicable, with non-infringing components of equal quality and performance or (Iv) if none of the foregoing Is commercially reasonable then provide monetary compensation to the state up to the dollar amount of the contract, Any Injunction that Is sued against the state which prevents the state from utillzing adidas product In excess of six (6) months and for which adidas Is not obtained for the state or provided to the state one of the alternatives set forth In the foregoing sentence Is cause for the state to terminate the contract. In the event of such termination, the state will not be obligated to compensate adidas for any cost incurred by adidas, Unless otherwise specifically numerated herein, mutually agreed upon between the parties, nelther partes shallbe lable tothe other for spec indiect or consequentlal damages Including lost data or records (unless adidas Is required to back-up the data or records as part of the plan) even Ifthe party has been advised of the possibilty of such damages. Nelther party shall be liable for fost profits, lost revenue, or lost institutional operating savings, Each party shall be fully liable for the actions of ts agents, employees, partners, or sub-contractors and shall fully indemnify and hold harmless the State or adidas (as relevant) from sults, actions, damages and cost of every name and description relating to persona iar and damage to real or personal tangible property caused by adidas, Its agents, employees, partners or sub-contractors in the performance of his contract without limitation; provided however that neither party shall indemnify for that portion of any claim, loss, or damage arising hereunder due to the negligence act or failure to act of the state or adidas (as relevant), 22. Assignment adidas shall not let assign any interest In this contract by assignment, transfer novation without prior written consent of Grambling State University. This is not construed to prohibit adidas from assigning its bank, trust company, or other financial institution any money due or to become due from approved contracts without prior consent. Notice of such asignment or transfer however, shall be furnished promptly to Grambling. 23, Code of Ethics adidas acknowledges that Chapter 15 of Title 42 of La. R.S. 42821, et seq. Code of Governmental Ethics applles to the contracting party in performance of services In cal for this contract. adidas agrees to immediately notify Grambling if potentlal violations of the Code of Governmental Ethics arise at any time during the term of the contract, 24. Contract Controversies Any claim or controversy arising out of this contract shall he resolved by the provisions of La RS. 391673. 25. Right to Audit ‘The state legislative auditor, federal auditors and Internal auditors of the Division of ‘Administration or others so designated by DOA shall have the option to audit all accounts directly pertaining to the contract for a perlod of five years from the date of final payment or 12 as applicable by state or federal law. Records shall be made available during normal working hours for this purpose, 26. Compliance with Civil Rights Laws adidas agrees to abide by the requirements of the following as applicable: Title Vi and Title VII of the Civil Rights Act of 1964 as amended by the Equal Opportunity Act of 1972, Federal Executive Order 11246, the Federal Rehabilitation Act of 1973 as amended, the Vietnam era veterans readjustment assistance act of 1974, Title IX of the Education of Amendments of 1972, the Age Act of 1975, and adidas agrees to ablde by the requirements of the Americans with Disabliities Act of 1990, adidas agrees not to discriminate in Its employment practices and will onder services under this contract without regard to race, color, religion, sex, national origin, veteran status, polltical affiliation, or disabilities. Any act of discrimination committed by Adidas or failure to comply with these statutory obligations when applicable shall be grounds for termination of the contract. 27. Record Retention adidas shall maintain all records in relation to this contract for a period of at least five (5) years after the final payment, 28, Governing Law ‘This contract shall be governed by and interrupted In accordance of the laws of the State of Loulstana Including but not limited to La. R.S. 39§4554-1736, rules and regulations, executive orders, standard terms and conditions, spectal terms and conditlons, and the specifications fisted In the original RFP and this contract, Each party shall comply with all laws, rules, and regulations, applicable to it in its performance and obligations under this agreement. Venue of any action brought in regard to this contract shall be brought In the 19th Judicial District Court, Parish of East Baton Rouge. 29. Sub-contractors Adidas may enter sub-contracts with third-parties for the performance of any part of the adidas duties and obligations. In no event shall the existence of a sub-contractor operate to release or reduce the lability of adidas to Grambling for any breach in the performance of the adidas dutles, Adidas will be the single point of contact for all sub-contractor work. 30. Antl-Kickback Clause ‘Adidas hereby agrees to adhere to the mandate dictated by the Copeland “Antl-kickback” Act which provides that each contractor or sub-grantee shall be prohibited from inducing, by any means, any person employed in the competition of work, to give up any part of the compensation to which he Is otherwise entitled. 34, Antl-fobbyIng and Debarment Act Adidas will be expected to comply with the federal statutes required in the Anti-lobbying and Debarment Act. 32. Complete Contract This [s the complete contract between the partles with respect to the subject matter and all prior discussions and negotiations are merged into this contract. This contract Is entered Into 1B with nelther party relying on any statement or representation made by the other party not ‘embodied in this contract and there are no other agreements or understanding changing or modifying the terms. The contract shall become effective upon final statutory approval. IN WITNESS WHEREOF, the undersigned individuals hereby certify that they are duly authorized to execute this Agreement on behalf of the parties. adidas America, Ine, GRAMBLING STATE UNIVERSITY ae Name: Chris McGuire i ) PM sfldr Names Monique Havithorne Name: Richard y Gallot/sr. Title: Legal Counsel Title: University President 4

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