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OFFICIAL OUTFITTER AGREEMENT ‘THIS OFFICIAL OUTFITTER AGREEMENT (“Agreement”) is effective as of July 1, 2016 (“Effective Date”) by and ‘between Under Armour, Inc., a Maryland corporation (“Under Armour”), and the University of South Carolina, located in Columbia, South Carolina, and acting through its Athletics Department (“University”). Although Under Armour, Inc. is the ‘contracting party, the rights granted herein by University to Under Armour include Under Armour's licensees, distributors, subsidiaries, affiliates, and any successor companies; provided, that such entities are doing business under the Under Armour brand and that such entities must comply with the terms of this Agreement. Under Armour, Inc. will be responsible for any breach of University operates intercollegiate Division I athletic programs and employs the coaching staff for such programs. Under Armour desires to: (a) provide athletic products to University’s athletic programs and their coaching staffs on an. exclusive basis; and (b) use certain trademarks owned by University to promote the relationship between University and Under Armour, all subject to and in accordance with, the terms and conditions set forth below. Agreement In consideration of the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows: 1 Definitions. 1.1L. “Accessories” means all accessories athletic in nature, including but not limited to, headwear, headbands, wristbands, gloves, socks, eyewear (including but not limited to sunglasses), and bags. 1.2. “Apparel” means all apparel athletic in nature including, but not limited to protective apperel, game ‘uniforms, practice wear, sideline apparel, shirts of all types, shorts, sweatsuits, jackets, pants, warm-ups, athletic cross- training epparel, outerwear, and rainwear. 13. “Apparel Categories” means men’s, women’s, youth, and toddlet/infant. 14, “Coaches” means the Head Coach and the assistant coaches of the Teams, 1.5. “Competitor” means an entity engaged in the manufacture, distribution, development, marketing, or sale of Accessories, Apparel, and Equipment, and which engages in the complete outfiting of NCAA Division I teams (ie., provides Accessories, Apparel, and Equipment to Division I teams). For the purposes of illustration, an entity that engages solely in the menufacture of Equipment and provides such Equipment to Division I teams, but does not manufacture or provide Accessories or Apparel to such athletic programs shall not be deemed a Competitor. Notwithstanding the foregoing, all Direct Competitors (as defined below) will be included in the definition of “Competitor.” 1.6. “Conference” means the intercollegiate athletic conference to which Teams belong. 1.7. “Comnected Fitness Products” means health and fimess tools, applications, hardware (including watches, fitness wristbands, heart rate monitors and straps, health and progress scales, and other wearables), software, subscription services and related platforms (specifically including athletic and athletically related epparel, accessories, footwear, and equipment with the capability of measuring biometric dats, and athletic or sthetically-related training and ‘measurement systems, methods, and programs). 1.8 “Core Teams” means University’s Football, Men’s Basketball, Women's Basketball, and Baseball ‘Teams. 19. “Direct Competitor” means Nike, adidas, Reebok, New Balance, Russell, Puma, Li Ning, Evo-Shield, and each of their respective parent companies, affiliates, subsidiaries, licensees, successors or assigns to the extent such entities are engaged in the manufacture, marketing, and sale of Products. 1.10, “Distribution Channels” means any one or more of the following points of sale: 1 1.10.1 Better Department Stores / Boutiques (retail stores that are high-end or elite department stores selling a wide range of products without a predominant merchandise lino or a small shopping outlet that specializes in elite and fashionable items); 1.10.2 Campus / Local (tetailers that are store members of the National Association of University Stores, or carry textbooks, or carry eighty percent (80%) of their store inventory for one (I) University; or are independently-owned far/gift shops located in the immediate campus community; or are University-owned outlets, including student owned/operated stores); 1.103 Internet/ TV / Catalog Mid-Tier (sales of mid-tier or better items through online extensions of campus retailers and mid-tir/better retailers or sales by retailers that offer commeres via shopping networks (e.g, QVC, HSN, or Shop NBC) and published catalogs that are mailed directly to the consurse); 1.104 Speeisity Mid-Tier (retail stores that specialize in a specific range of merchandise and retail items. Most stores have an extensive width and depth of stock in items in which they specialize and provide high levels of service and expertise. Pricing policy is generally in the medium to high range depending on factors like the type and ‘exclusivity of merchandise and ownership); 1.105 Sporting Goods / Sport Specialty / Fan Shope (retsil stores that primarily focus on sports Apparel and/or Equipment); and 1.10.6 Mass Markets / Wholesale Clubs (retail outlets and wholesale centers that focus on high- ‘Volume, low-cost merchandising (e.g., Wal-Mart, Costco, Target). 111, “Equipment” means sports equipment used by the Teams and Coaches including, but not limited to inflatables (if applicable), watches, heart rete monitors, mouth guards, mouth pieces, water bottles, lacrosse hard goods, ‘batting gloves, catchers’ equipment, bating belmets, and any other sports equipment that Under Armour does not currently produce or license that may be added to its product lines at any time during the Term to the extent set forth in Section 4.2. 1.12, “Footwear” means all footwear athletic in nature including but not limited to on-field cleated footwear, ‘on-court shoes, training and running footwear, sandals, and slides. 1.13. “Head Coach” means the head coach of the Teams. 1,14, “NCAA” means the National Collegiate Athletic Association. L1S. “Performance Products” means Products that: (a) have « unique construction (e.g, compressionight gear); and/or (b) have moisture-wicking fabrics that assist the wearer during exercise, physical exertioa, and/or general athletic tasks in all types of weather; and/or () are marketed as assisting such construction, fabrications, and/or special characteristics. 1.16. “Products” means Accessories, Apparel, Connected Fitness Products, Equipment, and Footwear. 1.17, Retail Pricing” means Under Armour’s then-current retail pricing for the Under Armour Products. 1.18, “Stef” moans equipment managers, trainers, and support personnel of the Teams, and the athletic director and senior administrative team of the University’s athletics department. 1.19, “Teams” means the University’s intercollegiate athletic teams. 1.20. “Under Armour Marks” means the logos and trademarks owned by Under Armour set forth in Exhibit 'B, which Exhibit B, after notice to University, may bo amended by Under Armour from time to time as it adds logos and ‘trademarks which it desires to license to University. 121. “Under Armour Products” means the Products made, distributed, advertised, promoted, and/or sold by ‘Under Armour which bear the Under Armour Marks or other Under Armour indicia of origin. 1.22. “University Miarks” means the logos and trademarks owned by University set forth in Exhibit C, which ‘Exhibit C, after notice to Under Armour, may be amended from time to time as it adds logos or trademarks which it desires. ‘0 license to Under Armour. 123, “Wholesale Pricing” means Under Armour’s then-current wholesale pricing for the Under Armour Products, 2, ‘Term. The term of this Agreement commences on the Effective Date and continues until June 30, 2026 (“Term”), ‘unless earlier terminated in accordance with the terms and conditions ofthis Agreement. For purposes of this Agreement, a “Contract Year” means each period of twelve (12) suecessive months commencing on each July 1 and ending on the following June 30 during the Term. 3. Under Armour's Obligations to University. 3.1. Signing Bonus. Within forty-five’ (45) days following the full execution of this Agreement, Under Armour will pay University # one-time signing bonus of $2,000,000 (“Signing Bonus”). University shall have the right, in its discretion, to direct Under Armour to pay all or a portion ofthe Signing Bonus to one or more Head Coaches, so long as University supplies 2 completed W-9 and any other relevant documentation to Under Armour for each Head Coach receiving a payment. Notwithstanding anything contained herein to the contrary, in the event this Agreement is terminated ‘within the frst four (4) Contract Years as a result of University’s willful and intentional breach of this Agreement as sct forth in Section 8.1 of commission of an act as described in Section 8.3(e), University will refund a prorated portion of the Signing Bonus upon receipt of notice from Under Armour as follows (with the understanding that University will have a period of one (1) year to refind the relevant procated portion): ‘Contract Weer during whieh ‘Proraied Signing Bonus Refund Amount ‘Termination Occurs HCG — 630/17) 31,600,000 #2 (7/117 60/18) $1,200,000 #3 CANS 680/19) ‘$800,000 ‘#4 (V//9— 6/3020) '$400,000 3.2, Rights Fee, Under Armour shall pay to University rights fee in each Contract Year (“Rights Fee”) as follows ‘Contract Year Rights Fee GANG — 6307 2,000,000 #2 (7/7 — 630/18) $2,100,000 #3 (TAB — 630/19) $2,200,000 #4 (7/9 — 6/30/20) $2,300,000) #5(7/1/20— 6130/21), $2,400,000) ‘#6 (7/1721 — 6730722) $2,500,000 ‘#7 (7/22 — 6/30/23) $2,600,000, ‘#8 (7/1/23 — 6/30/24) $2,700,000) #9 (7/\/24— 6130725) $2,800,000 #10 (7/1/25 — 6/30/26) $2,900,000) ‘The Rights Fee for each Contract Year shall be made in four (4) equal quarterly installments due no later then Tuly 1, October 1, January 1, and April 1, respectively. University shall invoice Under Armour for each Rights Fee payment. ‘University shall have the right in its discretion to direct Under Armour to pay all or a portion of the Rights Fee to one or ‘more Head Coaches, s0 long as University supplies 2 completed W-9 and any other relevant documentation to Under Armour for each Head Cosch receiving a Rights Fee payment, 3.21 Rights Fee Reduction for Core Team or University Sanction. Nobwithstanding the foregoing, in ‘addition to any other rights or remedies Under Armour may have, for any Contract Year in which a Core Team (excluding the Baseball Team which is separately addressed in Section 3,3 below) is sanctioned by the NCAA resulting in the prohibition of television appearances or a canceling or reduction of post-season play or Conference championship game Play (if applicable) by such Core Team, Under Armour shall have the right to reduce the Rights Fee for such Contract Year ‘by: (a) twenty percent (20%) for the Men’s Basketball Team; (b) thirty percent (30%) for the Football Team; and (c) fifteen 3 percent (15%) for the Women’s Basketball Team; provided, however, it is understood that if the NCAA sanctions (as ‘described above) imposed on a Core Team extend for more than one (1) Contract Year: (i) Under Armour's right to reduce the Rights Fee as to such Core Team shall apply to each Contract Year in which NCAA sanctions arc imposed on such Core Team, and (i) inthe event Under Armour elects to reduce the Rights Fee in accordance with this provision for two (2) ‘or mote Contract Years, University will have the right to terminate this Agreement by providing Under Armour with at Jeast six (6) months prior written notice, Under Armour’s reduction rights shall be cumulative. Under Armour shall have ‘the right to either withhold such amount from the next Rights Fee installment or require reimbursement of any Rights Foe received, ifany, paid in excess of the amount to which University is entitled for such Contract Year (such reimbursement to ‘be made to Under Armour within thirty (30) days of written notice by Under Armour). 3.22 Reductions for Spatting. In addition to any othor rights or remedies Under Armour may have, in any Contract Year in which a Team member “spats” or tapes the Under Armour Products, or obscures the Under Armour “Marks on any Products (other than for an injury sustained by such Team member that requires taping for stability purposes, ‘provided that University provides Under Armour with notice of such injury within a reasonable time period following such, injury, but in all instances prior to the commencement of the next game), Under Armour shall have the right to reduce the Rights Fee provided to University in such Contract Year as follows: ‘Oceurrence: Rights Fee Reduction T occurrence in a Contract Year $0 ‘occurrence and each $25,000 ‘occurrence thereafter in the same Contract Year For the avoidance of doubt, successive reductions shall be cumulative (e.g., 3 occurrences in the same Contract Year would result in the Rights Fee being reduced by a total of $50,000). 33. Baseball Rights Fee. In addition to the Rights Fee, Under Armour will pay University a rights fe0 of $550,000 to be allocated specifically to the Baseball Team in each Contract Year (“Baseball Rights Feo”). ‘The Bascball Rights Fee will be paid in equal quarterly installments during the Term due on or before July 1, October 1, January 1, and April 1, respectively. University will invoice Under Armour for all Baseball Rights Feo payments due hereunder. University shall have the right in its discretion to direct Under Armour to pay all or a portion of the Baseball Rights Fee to the Baseball Head Coach, so long as University supplies a completed W-9 and any other relevant documentation to Under ‘Armour for the Baseball Head Coach. Notwithstanding the foregoing, in addition to any other rights or remedies Under ‘Armour may have, for any Contract Year in which the Baseball Team is sanctioned by the NCAA resulting in the prohibition of television sppearances ot a reduction of post-season play ot Conference championship game pay (if applicable) by the Baseball Team, Under Armour shall have the right to reduce the Baseball Rights Fee for such Contract ‘Year by thirty percent (30%); provided, however, it is understood thet if the NCAA sanctions (as described above) imposed on the Baseball Team extend for more than one Contract Year, Under Armour’s right to reduce the Baseball Rights Fee shall apply to each Contract Year in which NCAA sanctions are imposed on the Baseball Team. Under Armour shall have the right to either withhold the Baseball Rights Fee installment{s) or require reimbursement of any Basebali Rights Foo(s) received, if any, paid in excess of the amount fo which University is entitled (such reimbursement to be made to Under Armour within thirty (30) days of written notice by Under Armout). 34, Product Allowance, Under Armour shell provide University with Under Armour Products in each ‘Contract Year (“Product Allowance”) for purposes of outfitting Teams, Coaches, and Staff as follows: ‘Contract Year ‘Product Allowance Amount Hl (TANG - 6307) ‘$4,000,000 #2 (TILT 630018) ‘$4,100,000 '$4.200,000 #4 (7/1/19 — 6/30/20) ‘$4,300,000 #5 (7/1/20 — 6/30/21) ‘$4,400,000. 6-(7/1/21 — 6/30/22) ‘$4,500,000 #1 (71/22 — 6/30/23) ‘$4,600,000 8 (771723 — 6/30/24) ‘$4,700,000 9 (7/1724 — 6/30/25) ‘$4,800,000 #10 (7/1/25 — 6/30/26) ‘$4,900,000 The Product Allowance shall be valued at Retail Pricing, University shall specify the quantity, ype, and size of Under Armour Products to be provided by Under Armour to fulfill the Product Allowance and shall notify Under Armour of the same in writing. Unless rare emergency circumstances require that Under Armour Products be sent to a Team's competition location, University shail designate one (1) contral locetion to which all Under Armour Products ordered by University under this Agreement shall be shipped from Under Armour to University. ‘The cost of shipping the Under Armour Products from Under Armour to University (excluding Fed-Ex standard ground shipping and any shipping costs associated with incomplete or incorrect orders by Under Armour) will be charged against University's Product Allowance and such costs are set forth in Exhibit A attached hereto. Under Armour sideline Products will be delivered to University fally embellished, University will be responsible for ensuring that all Under Armour Product orders are made in ‘compliance with Under Armour’s Product ordering procedures, deadlines, and NCAA rules and regulations, with the ‘understanding that Product orders not placed on time or in compliance with Under Armour or NCAA rules or regulations ‘will result in @ reduction of five percent (5%) of the Product Allowance in the respective Contract Year for each violation, in addition to Under Armour’s rights and remedies hereunder, Under Armour will provide monthly reports to University reporting (f) the amount of Product Allowance then available to University in the then-current Contract Year; (ii) the ‘emount of Product Allowance ordered in the preceding month; (ii) the amount of Product Allowance ordered in total daring the then-current Contract Year; and (iv) if applicable, the amount of Under Armour Product above and beyond that provided for inthe Product Allowance thet University has ordered during the then-current Contract Year. Under Armour ‘will not fulfil any Product Allowance order unless such order was placed by the University Athletics Department representative designated by University to Under Armour in writing with the authority to order such Products. 3. Additional Products. Up to four (4) times total during the Term (but not in consecutive Contract Years), in the event University exhausts its Product Allowance in a Contract Year, University shal be permitted to request, in good faith, additional Under Armour Products from Under Armour that University requires for its Teams, Coaches, and Staff in the same Contract Year, which Under Armour shall provide to University at no cost to University in such Contract Year following reasonable review by Under Armour of University's Product Allowance orders to-date and additional Product. needs ia consultation with University; provided, however that (2) such additional Under Armour Products are requested for the reasonable use by the University's Teams, Coaches, and Staff only; (i) all additional Under Armour Products to be provided by Under Armour will be subject to Under Armour’s prior approval; (ii) University will notify Under Armour no later than March 1 in a Contract Year if University anticipates that it will need additional Under Armour Products in such Contract Year; and (iv) the amount of additional Under Amour Products to be provided by Under Armour at no additional cost to University will not exceed ten percent (10%) of the total Product Allowance amount set forth above for the respective Contract Year. For the avoidance of doubt, if in any Contract Year University requires additional Products ‘beyond the Product Allowance (and subject to this Sestion 3.5), University may purchaso such additional Products from ‘Under Armour at Wholesale Pricing, and will not purchase additional Products from any third party. 3.6. Authentic Product Sales by University Approved Vendor(s). University acknowledges that: (8) Under Armour currently fas an existing License and Distribution Agreement with GFSI, Inc., d/b/a Gear for Sports (“GEST”), ‘under which GFSI has certain exclusive rights with respect to certain Under Armour Products bearing collegiate trademarks in certain sales channels, and (b) GFSI and University’s retail licensing agent, Collogite Licensing Company (“Retail Agent”) have an existing non-exclusive retail license agreemont under which GFSI may sell certain Products bearing certain University Marks pursuant tothe terms ofthe license agreement. 3.6.1 University shall ensure that Under Armour and GFSI, respectively, shall have the right to sell ‘Under Armour Products bearing the University Marks, 3.62 University hereby grants to Under Armour the exclusive right beginning on the Effective Date to sel the following Products bearing the University Marks: (@) all authentic competition apparel as worn by the Teams and their respective Coaches ‘during practices, games, exhibitions, and other official University activities; and (b) all replica versions of such authentic uniforms developed for retail sale in each of the ‘Apparel Categories; provided, however, that () in the event Under Armour has not brought to retail replica uniforms in an ‘Apparel Category in a particular Distribution Channel (6.g., Mass Markets) thon University may source and/or license the University Marks to any vendor to produce replica uniforms in thet Apparel Category in that particular Distribution ‘Channel until such time as Under Armour brings replica uniforms in that Apparel Catogory in that Distribution Channel to ‘etal, except University shall at no time source and license the University Marks for this purpose to a Competitor, and (ti) for the purposes of this Section 3.6.2, Under Armour has not brought an Apparel Category in a particular Distribution 5 ‘Channel until the replica uniforms are manufactured, shipped, and available to retailers in that particular Distribution Channel. 3.6.3 University hereby grants to Under Armour the non-exclusive right beginning on the Effective ‘Date to sell Performance Products and non-Performance Products bearing the University Marks; provided, however that University agrees not to license or permit the licensing of the University Marks by any Direct Competitor on any products (including Products) or services. 3.64 Under Armour may exercise the rights granted herein sither itself and/or pursuant to its ‘agreement with GFSI or any other third party with whom Under Armour may contract in the future, provided Under Amour, GFSI, or such third party has a license agreement with University or Retail Agent (or another third party to which ‘University has granted the right to sublicense the University Marks) that remains in full force and effect. 3.6.5 Products provided for under this Section 3.6 must be first among the retail Products offered on the athletics department official online store of University's website. University, through Retail Agent, shall notify all University licensees of the exclusive rights granted herein within thirty (30) days following execution of this Agreement. In addition, University and Retail Agent shall notify all licensees that they may not place orders any time after sixty (60) days of execution of this Agreement in any manner for those items which Under Armour has been granted exclusive rights herein. 3.66 The royalty amounts payable to University pursuant to the sale of Products bearing the ‘University Marks and Under Armour Marks shall be reflected in a separate retail license agreement between Under Armour ‘or GFSI and University. 3.7 Timeline for Product Delivery. The parties will mutually agreo upon # Product ordering and delivery schedule at the commencement of each Contract Year. Notwithstanding the foregoing, and provided that University gives, Under Armour the appropriate written notice regarding the Under Armour Products needed by Teams under Section 3.4, ‘Under Armour shall use commercially reasonable efforts to deliver to University all roquested practice Under Armour Products at least ten (10) business days prior to the opening day of ¢ Team's practice. Provided that University gives Under ‘Armour the appropriate written notice regarding the Under Armour Products needed by Teams under Section 3.4, Under ‘Armour stall use commercially reasonable efforts to deliver to University all requested competition Under Amour Products at least twenty (20) business days prior to a Team's first competition. Under Armour will use commercially reasonable efforts to provide University with any supplemental or replacement practice Under Armour Products within ten (10) business days of a University request for such Under Armour Products. Under Armour shall use commercially reasonable efforts to provide University with any supplemental or replacement competition Under Armour Products within five (5) business days of a University request for such Under Armour Products, 3.8 Bowls, Conference, or NCAA Events. Notwithstanding anything contained herein to the contrary, in the event a Team is contractually obligated by the NCAA, any bowl game organization, or the Conference to wear the Apparel of a third party or Competitor for a special event (e.g. the immodiato aftermath of a Conference championship football game or a College Football Playoff game), University shall provide Under Armour with written notice of any such, contractual obligation of a Team, and Team memibers shall be permitted to wear such third party or Competitor's Apparel. No Team members shall wear such third party of Competitor's Apparel longer than is contractually required. University ‘will use best efforts to sanitize eny third party names, logos, marks, or other indicia of origin on such Apparel, whenever possible, 3.9 Code of Conduct Provision. Under Armour agrees to require the independent third party suppliers (“Suppliers”) making the Under Armour Products produced and delivered pursuant to this Agreement to meet their legal obligations as employers to their employees in accordance with local labor laws and to respect the Under Armour Code of Conduct (“Code”), a copy of which is attached as Exhibit D. The Code reflects Under Armour’s expectation that the Under ‘Armour Products should be made under safe and healthy working conditions, and in a manner thet is consistent with certain, core standards ofthe International Labour Organization, 4, University’s Obligations to Under Armour. 41. Coaches, Staff, and Teams. University hereby grants Under Armour the exclusive right to supply the Teams, Coaches, and Staff with Products. University shall not enter into an egreement for the purchase, gi, sponsorship, ‘exchange, promotion, endorsement, or advertisement of any Products with respect to the Teams, Coaches, or Staff or any of 6 the Team’s facilites, Further, University hall not, nor shall University authorize any Coach, Staff, or Team member to (3) ‘endorse, promote, or advertise third party Products nor enter into any third party agreement for Products, or (ji) enter into any agreement with eny third party if the term “Armour,” “Armor,” or any term confusingly similar thereto is used in connection with the third party's name or its products or services, unless otherwise approved in sdvance by Under Armour. Subject to Section 42, University will require the Coaches, Staff, and Teams to Wear and use the Under Armour Products ‘exclusively for: (e) all Team activities, workouts, practices, games or other competitions, and sports camps or clinics ‘operated by University or its Coaches; (b) athletic-rlated photographs (whether still or moving); and (c) at interviews or press conferences, public appearances, during any Coaches” shows, and when speaking for or acting as a representative of the Teams, unless formal business attire is appropriate. University shall not allow Coaches, Staff, or Teams to wear and/or use any Products provided by any third party, and University shall not sponsor, co-sponsor, or endorse any competitor or any Products of any third party at any Coach or University-operated sports camp, clinic, tournament, or other athletic event. 4.11 Physical or Medieal Condition. A Team, Coach, or Staff member shall not be required to wear and/or use an Under Armour Product when a qualified physician determines that it would be inappropriate because of ‘medical or physical condition. Under Armour shall be given the opportunity to provide a special Under Armour Product that is acceptable to the physician for wear or use by the Team, Coach, ot Staff member. If Under Armour is unable to provide an acceptable special Under Armour Product to accommodate the medical or physical condition of the Team, ‘Coach, or Staff member, within a reasonable time, University may obtain an acceptable product from another source provided such source is a non-Competitor and the Cosch, Staff member, or Team member may wear or use such product; provided, however, that any name, tradename, logo, trademark, or other source identification on such Product shall be removed of covered. Notwithstanding the foregoing, if an acceptable product (es determined using commercially reasonable discretion) is not available from a non-Competitor, then University may obiain an acceptable product from a ‘Competitor and the Coch, Staff member or Team member may wear or use such Product; provided, however, that any ‘Competitor name, tradename, logo, trademark, or other source identification on such Product shall be removed or covered. 42. Equipment. Notwithstanding anything to the contrary in this Agreement, in the event that the Coaches, ‘Team, or Staff members require Equipment (s., shoulder pads, knee braces, ankle braces, and special injury pads) that unavaileble through Under Armour, the Coaches, Team, or Staff members may use such Equipment item(s) supplied by « third party provided that: (a) such Equipment is not licensed, supplied, manufactured, developed, distributed, marketed, branded, or sold by a Competitor; and (b) ncither University nor aay Coach Staff, or Team member shall endorte, sponsor, promote, or advertise such Equipment. However, Coaches can do a testimonial with respect to such non-Competitor Equipment solely on such non-Competitor Equipment company’s website provided no other endorsement, sponsorship, promotional, or advertisement rights are granted to such nod-Competitor Equipment company. Notwithstanding the foregoing, if such Equipment is unavailable from both Under Armour and a non-Compettor, University may use such unavailable Equipment of a Competitor. Further, University may request approval that it be allowed to use Equipment unavailable through Under Armour from a Competitor. Such approval shall not be unreasonably withheld by Under ‘Armour if there are legitimate issues with the quality, durability or safety of the non-Competitor Equipment. University shall ensure that any third party indicia of origin is not visible on such Competitor Equipment unless removing or covering, such third party indicia of origin adversely affects the functionality, safety or user-comifort of such Competitor Equipment. If at any time during the Term Under Armour has business plans to provide any Equipment thet it previously did not provide, thon Under Armour shall give University prior written notice of the Equipment Under Armour intends to provide. University agrees that if it has not already entered into e product supply agreement with respect to such new Equipment, then the following process (“New Product Acceptance Testing Process”) shall be utilized. Under Armour shall provide prototypes of its new Equipment to University for acceptance testing. University must approve or disapprove such Equipment item(s) thiny (30) days of receipt of the prototypes; provided, however, that University shall not unreasonably withhold its approval of such Equipment item(s). ‘The parties acknowledge and agree that University may only disapprove the samples of the prototypes for legitimate reasons related to safety, performance, or durability. In the event University does not approve such Equipment item(s) in its reasonable discretion for legitimate reasons, University shall provide Under Armour with written reasons for its disapproval, and Under Armour shall have @ reasonable time period to address University’s reasons for disapproving such Equipment item(s) and to resubmit the items to University. If University again disapproves such Equipment item(s) in its reasonable diseretion, such Equipment item(s) shall not be added to the definition of “Products”, and University may source such Equipment item(s) from a third party for a period of cone (1) year provided such third party is a non-Competitor. After such one (1) year period, Under Armour shall submit its then-current Equipment to University for acceptance testing in accordance with the procedures set forth above. If University approves the use of such Equipment item(s), then such Equipment item(s) shall thereafter be deemed to be included in the definition of “Products” and covered in all pertinent respects by the terms hereof and University shall no longer be permitted, for the remainder of the Term, to source such Product from a manufacturer other than Under Armour. ‘Thereafter, Under Armour shall supply University with such new Under Armour Product and University shall make such 7 new Under Armour Product available to Team members, Coaches, and Staff and ifthe University orders such new Under ‘Armour Product under Section 3.4 above, tho dollar amount worth of such new Under Armour Product ordered by University shall be counted against the Product Allowance. Ifthe cost to University ofthe new Under Armour Products are ‘more than the cost to the University of the third party Equipment it had been using/wearing, then the Product Allowance shall be increased by the difference between the cost to University of the third party Equipment and the new Under Armour Products. For exemplary purposes only, assume that University purchases two hundred pairs of third party shoulder pads for use by the football team at a cost of $200 per pair to the University. ‘Thereafter, University approves Under Armour shoulder peds in accordance with this Section 4.2 but such the cost to University of such Under Armour shoulder pads is. $220 per pair. In such case the University’s Product Allowance shall be increased by $4,000. By explanation and to reflect the spirit of the deal, barring some failure by Undor Armour to provide acceptable Under Armour Product pursuant to the acoeptance testing process set forth in the New Product Acceptance Testing Process above, and further excepting those items specifically authorized by this Section 42, itis the intention of the parties that University’s Teams shall be outfited by Under Armour from “hesdeto-toe”, and in n0 event shall any other logo be visible on Team members during ‘competitions. Notwithstanding the foregoing, Under Armour acknowledges that until such time as helmets are included in the definition of “Products” under this Section 4,2, the Football Team may use branded helmets of its choosing and the ‘trademark will be visible on such helmets on the football field. 42.1 Baseball Equipment. Notwithstanding the foregoing, Under Armour acknowledges thet University hes entered into agreements with Wilson and DiMarini for baseball bats and baseball fielding gloves/mits, ‘Upon the expiration or termination of such agreements (including any rights of first negotiation and first refusal), and ‘assuming Under Armour is making beseball bats and/or baseball ficlding gloves/mitts and such products have been reviewed and approved by University pursuant to the New Product Acceptance Testing Process, such products will be included in the definition of Products and will be covered by the terms and conditions set forth herein. If upoa the ‘expiration or termination of such agreements (including any rights of first negotiation and first refusal) Under Armour does not make baseball bats and/or baseball fielding gloves/mitts, University shall be permitted to enter into a new agreement to source such products from @ non-Direct Competitor, and upon the expiration or termination of such agreements (including. any rights of first negotiation and first refusal), and if Under Armour is making such products and such products have been reviewed and approved by University pursuant to the Now Product Accoptance Testing Process, such products will be {ncided inthe definition of Products and will be covered by the terms and conditions set forth herein, 422 Softball Equipment. Notwithstanding the foregoing, Under Armour acknowledges that University may enter into agreements with a non-Direct Competitor for softbell bats and softball fielding gloves/mitts. ‘Upon the expiration or termination of such agreements (including any rights of first negotiation and fret refusal), and assuming Under Armour is making softball bats end/or softball fielding gloves/mitts and such products have been reviewed and approved by University pursuant to the New Product Acceptance Testing Process, such products will be included inthe definition of Products and will be covered by the terms and conditions set forth herein. If upon the expiration or termination of such agreements (including any rights of first negotiation and first refusel) Under Armour does not make softball bats and/or softball fielding gloves/mitts, University shall be permitted to enter into @ new agreement to source such products from a non-Direct Competitor, and upon the expiration or termination of such agreements (including any rights of first negotiation and first refusal), and if Under Armour is making such products and such products have been reviewed and approved by University pursuant to the New Product Acceptance Testing Process, such products will be included in the definition of Products and will be covered by the terms and conditions set forth herein. 43, Wear Testing. Subject to NCAA rules, University shall ensure that Teams, Staff, and Coaches shall make themselves reasonably available to Under Armour with respect to wear testing Under Armour Products in development. Teams, Staff, and Coaches shall, as requested, report to Under Amour, either orally or in writing if so requosted by Under Armour, on the Under Armour Products supplied to Teams, Staff, end Coaches. Such written or oral reports shall address the ft, design, wear characteristics, function, materials and construction techniques of the Under ‘Armour Products the Teams, Staff, and Coaches wear. ‘The actual Under Armour Products in development and any ‘information regarding such Under Armour Products is confidential. If requested by Under Armour, the Under Annour Products in development shall be shrouded or tested in a private location so as to maintain the confidentilty of such Under ‘Armour Products and Under Armour shall assist University with these endeavors. Under Armour is the owner of all right, ‘title, and interest in and to any and all rights in and to all intellectual property rights inchuding, but not limited to all patents, trade secrets, copyrights, and trademarks created by Under Armour and/or Teams, Staff, or Coaches in connection with such Under Armour Products. Teams, Staff, and Coaches hereby assign and convey to Under Armour all such intellectual property and execute all papers and do all things necessary to effect the foregoing or to perfect or enforce any proprietary rights in such Under Armour Products, 44, Limitation of Liability and Disclaimer of Warranties. UNDER ARMOUR SHALL NOT BE LIABLE TO UNIVERSITY, ANY TEAM MEMBER, COACH, OR ANY STAFF MEMBER FOR ANY INJURY OR DAMAGE SUFFERED FROM WEARING OR USING THE UNDER ARMOUR PRODUCTS INCLUDING ANY CLAIMS OF UNDER ARMOUR’S NEGLIGENCE OF ANY KIND. IN ADDITION TO ANY CLAIMS OF NEGLIGENCE, UNDER ARMOUR HEREBY DISCLAIMS AND UNIVERSITY HEREBY WAIVES ALL EXPRESS AND IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE UNDER ARMOUR PRODUCTS. UNDER NO CIRCUMSTANCES SHALL UNDER ARMOUR BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND OPPORTUNITY COSTS, ARISING OUT OF ‘THIS AGREEMENT. 45, Appearances by Heed Conch. In connection withthe endorsement and promotion ofthe Under Armour Products and/or Under Atmour, upon reasonable prior notice and subject to each Head Coach's coaching obligations and Conference rules, each Head Coach shall be available for two (2) days per Contract Year to make personal appearances on behalf of Under Armour and/or to participate in the production of marketing, advertisement, or promotional materials. ‘However, nothing herein requires Under Armour to utilize a Head Coach for any personal appearances ot production activities. Under Armour is hereby granted the right to use each Head Coach's rights of publicity, as allowed by ‘Conference rules, including, but not limited to Head Coach's name, signature, nickname, voice, photograph, or likeness in ‘connection with such materials, es well as in connection with Under Armour and the Under Armour Products. University represents and warrants that it has the right to grant Under Armour a license to use each Head Coach's rights of publicity in ccordance with this Section. Under Armour shall pay all reasonable and necessary transportation, meal, and lodging ‘expenses of Head Coach in connection with the activites set forth inthis Section 4.5. During any personal appearances by Head Coach, Head Coach shall wear the Under Armour Products, 46. Visibility of Under Armour Marks. Under Armour Products shall be wom or used in the condition received from Under Armour. University shall not (and will require that Team members, Staff, and Coaches shall not) remove, wrap, tape, spat, or change any Under Armour Products (including, but not limited to the Under Armour Marks) ot add the name, trademark, tradename, service mark, logo, symbol, design, or identification of any third party unless required by the Conference or NCAA, or unless medically necessary to do so (which shall require a written letter from 2 qualified physician in each instance). Under Armour may supply University with decals and/or patches bearing Under Armour Marks at no cost to University that may be used to wrap or tape an injured Team member's Footwear. Unauthorized “spaiting” and/or taping of Under Armour Products by any Team member, Staff momber, and/or Coach shall be inconsistont with the purposes of this Agreement, and shall be deemed a material breach of this Agreement. Under Armour recognizes that current NCAA rules (bylaw 12.5.4) govern the size and occurrences of @ manufacturer's or distributor's trademarks on all Products wom by members of the Teams. Subject to Section 8.2, Under Armour is subject to any ‘changes in such legislation during the Term. 4.7. _ Promotions] Opportunities and Privileges. University hereby grants Under Armour the following promotional opportunities and privileges at no cost to Under Armour: 47.1 Official Designations. University hereby grants Under Armour the exclusive right to the official designation of “Official Outfitter of the University of South Carolina Athletics,” as well as the “Official Outfitter” of the Teams (collectively, “Official Designations”), University shall use its best efforts to refer to Under Armour by such Official Designations in all appropriate settings and situations. The parties may, from tims to time, mutually agree in writing to additional official designations. 472 Tickets and Park (@) Football. 1. Sixteen (16) club or field level tickets to all Football Team home games, and six (6 reserved lot parking passes for all such home games; 2. Ten (10) tickets to all Football Team away gumes, upon request by Under ‘Armour not less than one (1) week in advance of such away games; 3. Bight (8) tickets to any post-season bow! game or playoff or the tournament ‘game (if applicable) in which the Football Team competes; and 4 Bight (8) lower level tickets to any Conference championship games in which ‘the Football Team competes, upon request by Under Armour. Baseball 1, Six (6) tickets and two (2) parking passes (if applicable) to the Baseball ‘Team's regular season home games; 2. Four (4) tickets and two (2) parking passes (if applicable) to any College ‘World Series game in which the Baseball Team participates; and 3. Six (6) tickets and two (2) parking passes (if applicable) to any post-season regional or super regional game in which the Baseball Team participate. (©) Men's Basketball, 1, Ten (10) tickets and two (2) parking passes (if applicable) to any Men’s Basketball ‘Tearn reguiar season home game; and 2. Bight (8) tickets and two (2) parking passes to any Conference tournament games in ‘which the Men's Basketball team competes, upon request by Under Armour. @® — Women’s Basketball. Ten (10) tickets to any Women’s Basketball Team regular ‘season home game, (©) Other Teams. Under Armour may request tickets and parking passes for other Team games and, subject to availablity, University shall provide Under Armour with such tickets and parking passes (if applicable). Subject to the prior spproval of University, which approval shall not be unreasonably withheld, Under Armour may use the above tickets for promotional purposes no more than two (2) times per Contract Year. 4.73 Marketing Materials. Under Armour shall be recognized by the Official Designations on any University website, in any University publication, and in any University advertisements or promotional materials that relate to the Teams including, but not limited to posters, calendars, camp brochures, and newsletters. Without limiting the foregoing, above the fold, University shall place the UA logo on the Teams’ home pages and a hypertext link from such hhome page to the Under Armour website (subject to the approvel of Under Armour pursuant to Section $.1). 474 Signage and Other Marketing Rights. University agrees to reserve through its third party ‘marketing partner, currently IMG (“Marketing Partner”), the signage and other asses set forth in Exhibit E exclusively for Under Armour for mutually agreed upon compensation. University agrees to work with Marketing Partner to ensure that ‘Under Armour receives favorable compensation terms for such signage and other assets. 4.75 Announcements and Other Advertisements. If the venue whero the Teams play their home ‘games has such capability, Under Armour shall be recognized by the Official Designations in at least one (1) public address ‘announcements during each home game of the Teams. Further, Under Armour shall receive: (e) one (1) full page advertisement in the media guide for the Teams; (b) one (1) full page color advertisement in each game program for the ‘Teams; and (c) logo placement on each Team’s schedule card. The content of such advertisements shall be mutually agreed ‘upon by the parties in advance. 4.76 Social Media, University shall positively promote its relationship with Under Armour, the ‘Under Armour brand, and the Under Armour Products in a minimum of four (4) sociel media posts (one (1) per quarter) per Contract Year. The content of such posts shell be mutually agreed upon by the parties in advance. 10 4.7.7 Mailing List. If requested by Under Armour, University shall make up to four (4) electronic ‘mailings (with a minimum of at least two (2) electronic mailings) per Contract Year on bebalf of Under Armour to University’s athletics, alumni, fans, and supporter mailing lists, with the understanding that the content of such mailings shall be supplied by Under Armour and mutually agreed upon by the partes. 4.78 Game Photographs and Audiovisual Footage. University hereby grants to Under Armour the right to reproduce, display, and otherwise use game photographs and/or audiovisual footage of the Teams" games subject to applicable NCAA end Conference rales to promote the Under Armour Products and its relationship with the Teams. 48. Changes to University Marks. University must provide Under Armour with at least twelve (12) months prior written notice in the event of a change to a University Mark to be placed on the Under Armour Products supplied thereunder. In the event University fails to provide Under Armour with a least twelve (12) months prior writen notice of a University Mark change, University shall pay for any costs incurred by Under Armour as a result of applying or changing the new University Mark on the Under Armour Products, University acknowledges that the timely delivery of Under ‘Armour Products to University may be affected by any late notice by University of a University Mark change, and suck affected delivery shall not cause Under Armour to be in breach ofthis Agreement. 5. Intellectual Property. 5.1, Under Armour Grant of License, During the Term, Under Armour hereby grants to University a royalty-free, non-exclusive, limited, non-transferable license to use the Under Armour Marks to promote the relationship between Under Armour and Teams including, but not limited to Under Armour being the “Official Outfitter of the University of South Carolina Athletics.” All such use of the Under Armour Macks by University shall conform to Conference end NCAA rules. University shall submit to Under Armour and Under Armour shall have the right to approve all proposed uses of the Under Armour Marks by University. Under Armour shall not unressonably withhold, condition, or doley approval of such intended uses of the Under Armour Marks. if Under Armour does not approve or disapprove a request for epproval in writing within ton (10) days of receipt thercof, such materials shall be deemed disapproved. If Under Armour disapproves any materials submitted by University, Under Armour shall provide University with writen reasons as to why such materials were disapproved. Use of the Under Armour Marks by University and the goodwill associated therewith shall inure to the benefit of Under Armour. Under Armour owns all right, title and interest in and to the Under Armour Marks, and University shail not do anything inconsistent with Under Armour’s ownership of the Under ‘Armour Marks. 5.2. University Grant of License, During the Term, University hereby grants to Under Armour a royalty- free, non-exclusive, limited, non-transferable license to use the University Marks to promote Under Armour, the Under ‘Armour Products and relationship between Under Armour and Teams including, but not limited to Under Armour being the “Official Outfitter of the University of South Carolina Athletics.” All such use of the University Marks by Under Armour shall conform to Conference and NCAA rules. Under Armour shall submit to University and University shall have the right to approve all proposed uses of the University Marks by Under Armour. University shall not unreasonably withhold, condition, or delay approval of such intended uses of the University Marks. If University does not approve or disapprove & request for approval in writing within ten (10) days of receipt thereof, such materials shall be deemed disapproved. If University disapproves any materials submitted by Under Armour, University shall provide Under Armour with written reasons as to why such materials were disapproved. Use of the University Marks by Under Armour and the goodwill associated therewith shall inure to the benefit of University. University owns all right, title and interest in and to the University Marks, and Under Armour shall not do anything inconsistent with University's ownership of the University Marks. 53, Quality Control Obligations. University shall cooperate with Under Armour to assure thatthe quality of its use of the Under Armour Marks and the quality of its goods and services in connection with which the Under Armour ‘Marks are used is high. To that end, University shall make reasonable efforts as may be requested by Under Armour to ‘assure that the quality of University’s use of the Under Armour Marks and the level of quality of its goods and services provided in connection with the Under Armour Marks is high and does not detract from the goodwill associated with the Under Armour Marks. Under Armour shall cooperate with University to assure that the quality ofits use of the University Marks and the quality of its goods and services in connection with which the University Marks are used is high. ‘To that end, Under Armour shall make reasonable efforts as may be requested by University to assure thatthe nature and quality of ‘Under Armour's use of the University Marks and the level of quality of its goods and services provided in connection with the University Marks is high and does not detract from the goodwill associated with the University Marks, ul 5A Equitable Relief. The parties acknowledge thet any use of the other party’s intellectual property, other than in acoordance with this Agreement, will cause ireparable damage to the other party. Therefore, in the event of any such breach or threatened breach of this Section 5, the non-breaching party will be entitled, in addition to and not in lieu of all other rights and remedies available at law or in equity, to specific relief including, without limitation, an injunetion ‘enjoining any such breach or threatened breach, and costs incurred in connection therewith. 6. _ Representations and Warranties. Each party represents and warrants to the other party thet: (a) it has the full right and authority to enter into this Agreement, perform its obligations under this Agroement, and grant all of the rights ‘granted by it under this Agrooment; (b) this Agreement has been duly executed and delivered on its behalf and is a valid and binding obligation enforceable against it in accordance with its terms; and (c) in the performance of this Agreement, it ‘will comply with applicable stat, federal, and local laws and regulations, and the rules of the Conference and NCAA. Tn ‘addition to the foregoing, University represents, warrants, and covenant to Under Armour that: (1) there are no promotional, licensing, or sponsorship agreements or any other agreements to which University, any Coaches, or any Staff member is & ‘party thereto which would preclude the conveyance of, of materially impair, the Tights intended to be conveyed to Under ‘Armour under this Agreement and University sball not enter into ot authorize any such agreoments during the Term; and (Gi) to the best of its knowledge, it has neither received nor expects to receive a Letter of Inquiry or Notice of Allegations from the NCAA with respect to the Teams. 7 Ti tiation; Right of First Refusal. At Under Armour’s request, University shall meet with Under Armour to exclusively negotiate the terms of a renewal of this Agreement; provided, however, thatthe partis shall not be obligated to enter into a renewal if they cannot agree on mutually satisfactory terms. Until one hundred eighty (180) days prior to the expiration of the Term (“Renewal Discussion Period”), University shall moet exclusively with Under ‘Armour to negotiate in good feith the terms of a renewal of this Agreement, and shall not engage in meetings or negotiations with any third party regarding product supply, sponsorship, endorsement, or promotion with respect 10 Products. If the parties cannot mutually agree upon the terms of @ renewal prior to the expiration of the Renewal Discussion Period, then University can engage in discussions and negotiations with third parties regarding the supply of Products to the Teams, Coaches, or Staff. For the avoidance of doubt, University shall not engage in meetings or negotiations with any third party regarding product supply, sponsorship, endorsement, or promotion with respect to Products prior to January 1, 2026, In addition, for tho time period commencing on’the expiration of the Renewal Discussion Petiod and continuing until June 30, 2026 (“Matching Period”), Under Armour shall have right of first refusal with respect to any bona-fide third party offer University may receive for outfitter rights, Product supply, sponsorship, or promotion with respect to Products for the Teams (“Competitor Offer”). After the Renewal Discussion Period, University may seek such Competitor Offers through any process of its choosing authorized by law, including but not limited to issuance of a Request for Proposal as provided under South Carolina law. If University receives any Competitor Offer, ‘then University shall submit to Under Armour, in writing, uoredacted, and on letterhead or other identifiable stationery, all of the material, measurable, and matchable terms and conditions of the Competitor Offer. Under Armour shall have fifteen (15) business days from the date of its receipt of the Competitor Offer to notify University if it shall enter into an agreement ‘on terms no less favorable to University than the material, measurable, and metchable terms contained in the Competitor Offer. If Under Armour so notifies University, then University agrees to execute an agreement with Under Armour. If ‘Under Armour fails or declines to match or better the material, measurable, and matchable terms of the Competitor Offer within such 15-day period, then University shall have the right to enter into an agreement with the relevant third party on ‘the material torms contained in the Competitor Offer. Prior to the expiration of the Renewal Discussion Period, University shall not solicit, consider, or present to Under Armour, and Under Armour shall not be obligated to respond to, any ‘Competitor Offer. Notwithstanding anything contained herein to the contrary, itis understood that Under Armour's right of first refusal shell be subject to South Carolina law. 8. ‘Termination and Remedies. 8.1. Upon Breach by Bither Party. A party may terminate this Agreement in the event of a material breach of any term or condition of this Agreement by the other party and a failure by such other party to timely cure the breach by giving notice as hereinafter provided. In the event of a breach, the non-breaching party shal provide the breaching party with written notice of the breach specifying in reasonable detail the nature of the breach, Ifthe breaching party does not cure the breach within thiny (20) days after receipt of the writton notice, the mon-breaching party may immediately ‘terminate this Agreement upon provision of written notice to the breaching party. 82, Additional ‘Termination Rights for University. Notwithstanding any other provision of this Agreement, University may immediately terminate this Agreement by providing written notice of termination to Under Armour upon the oocurrence of one or more of the following: (t) a representative of Under Armour authorized to speak on 12 ‘Under Armout’s behalf publicly disparages University, (b) Under Armour utilizes University Marks without the approval of University in conjunction with aay promotional piece, advertising or Product in a manner that shocks, insults or offends ‘the general community standards of Columbia, South Carolina, (c) Under Armour fails to pay any sums due under this ‘Agreement within thirty (30) days of when such sums are due according to the terms contained herein on two (2) occasions within any Contract Year, (d) Under Armour voluntarily files a petition in bankruptcy, (e) an involuntary bankruptcy petition is flled against Under Armour that is not stayed or dismissed within one hundred twenty (120) days, (f) Under ‘Armour has a receiver appointed for all or substantially all ofits business or property, ot () Under Armour is adjudicated bankrupt or insolvent 83, Additional Termination Rights for Under Armour. Notwithstanding any other provision of this Agreement, Under Armour may immediately terminate this Agreement by providing written notice of termination to ‘University upon the occurrence of one or more ofthe following: (a) the NCAA, Conference, or any assignee thereof (i) saterially deprives Under Armour of promotional benefits and/or exposure of the Under Armour Products by requiring the ‘Teams to wear and/or use Products not supplied by Under Armour, except as otherwise expressly allowed herein, or (i) materially diminishes the size ot occurrence of the Under Armour Marks on the Under Armour Products (including the appearance of the Under Armour Marks on the Under Armour Products on television}, (b) if University does not for any reason field a NCAA Division I Core Team or the NCAA (or University) places a Core Team on probation that restricts the Core Team's television appearances or its participation in post regular season games (i.e., conference championships games, ‘bowl games, or playoff games (if applicable)) provided that Under Armour may only exerciae such right within thirty (30) ‘days of the dato which University provides Under Armour notice of such probation, (c) a representative of University ‘authorized to speak-on University’s behalf publicly disparages Under Armour or University takes any other action inconsistent with its obligations with respect to the Under Armour Products, (4) Coaches, Staff, or Team members fail 10 ‘wear and/or use the Products in contravention of their obligations under Section 4.1 and Section 4.5 after Under Armour ‘has already provided notice to University of such violations at least once before in the same Contract Year, or (c) a Core ‘Team Head Coach is convicted of or pleads guilty or no contest to a sovere felony (0g. first degree, aggravated, etc.) in the Jurisdiction in which it was committed, or is directly involved in a major scandal (eg. institutional academic fraud, ‘corruption, embezzlement, allegations of discrimination supported by reasonable and credible evidence, major sexual scandal, etc.) that receives significant media coverage and in the reasonable determination of Under Armour reflects unfavorably upon Under Armour and/or the Under Armour Products, and following such act, University fails to take reasonably appropriate action(s); provided, however, that in no event shall University be required to take any action(s) that are inconsistent with applicable laws or its institutional policies. 8.4. Effects of Termination. Except as otherwise set forth herein, upon termination of this Agreement, the parties shall immediately discontinue all uses of the other party's marks (ie., the Under Armour Marks or the University ‘Marks, asthe case may be). In the event this Agreement is terminated prior to the expiration of the Term, for a period not to exceed one hundred eighty (180) days after the date of termination, Under Armour may continue to use the University “Marks for the following purposes: (a) agreements with media outlets in existence on the date of termination that cannot be ‘canceled by Under Armour without penalty; and (b) as an integral part of Under Armour Product packaging materials that are in Under Armour inventory on the dats of termination or that are scheduled for delivery under agreements in existence (on the date of termination that cannot be canceled without penalty to Under Armour. 9. Mise 9.1. Construction. For purposes of resolving any dispute or ambiguity under this Agreement, the parties agreo that this Agreement shall be interpreted and treated as though it were drafted without application of any rules of construction construing the Agreement either in favor of or egainst any party. The parties acknowledge that they have had the opportunity to review the terms and conditions of this Agreement wit their respective legal counsel. 92. Entire Agreement. This Agreement, its exhibits and referenced agreements contain the entre agreement of the partis to this Agreement with respect to the subject matter of this Agreement and shall be deemed to supersede all prior agreements, whether written or oral, and the terms and provisions of any such prior agreement shall be deemed to have been merged into this Agreement. 93. Governing Law. In the event of any dispute under this Agreement, the laws of the State of South Carolina shall govem the validity, performance, enforcement, interpretation, and any other aspect of this Agreement, ‘without regard to principles of conflicts of laws thereunder. 13 94. Headings. Tho subject headings of the sections of this Agrosment are included for purposes of ‘convenience only, and shall not affect the constuction ot interpretation of any ofits provisions, 95. Modification. This Agreement may only be modified or altered by written instrument duly executed by the parties. No alteration or amendment of this Agreement shall be binding upon either party unless reduced to writing and signed by the party against whom such alteration or amendment is asserted. 96, Nomwaiver, Release, Discharge, The failure of any party to insist in any one or more instances upon performance of any of the provisions of this Agreement ot to pursue its rights under this Agreement shall not be construed ‘as a waiver of any such provisions or the reinquishment of any such rights. A party's release, discharge, or waiver of any of this Agreement’s terms or conditions is effective only if in writing and signed by that party. A partys specific waiver does not constitute a waiver by that party of any earlier, concurreat or later breach or defuult. No waiver occurs if a party citer fails to insist on strict performance of this Agreements terms or pays or accepts money under this Agreement with knowledge of a breach. 9.7. _ Public Statements, Press Releases and Confidentiality. The partes agree that they will coordinate the content and timing of all public statements and press releases concerning the public announcement of the relationship governed by this Agreement. Except as otherwise required by applicable Inw, the partes agree that eech of them and their reapective agents, employees, and representatives will not disclose in any way or to any third party any terms of this ‘Agroement unless mutually agreed to by the parties in writing, excopt as required by applicable state or federal law. 9.8, Reasonableness and Severability. The parties stipulats and agree that each and every paragraph, sentence, term, and provision of this Agreement (collectively, "Provision") shall be considered independent, reasonable, and severable.’ a court of competent jurisdiction makes a final determination that any Provision is unreasonable, invalid, of unenforceable, the remaining Provisions shall be unimpaired and the unreasonable, invalid, or unenforceable Provision shall be deemed replaced by a Provision that is valid, reasonable, and enforceable and tht most closely approximates the {intention ofthe parties with respect to the unreasonable, invalid, or unenforceable Provision, as evidenced by the remaining ‘alld enforceable terms and conditions of this Agreement. 9.9, Relationship of the Parties. The relationship of Under Armour and University shall be that of independent contractors. Nothing contained in this Agreement shall be construed or interpreted as creating a relationship of Joint ventures, partners, principal and agent, or employer and employee under any circumstances. 9.10. Remedies. All rights and remedies provided in this Agreement shall be cumulative, and shall not be exclusive of one another or of any remedies available at law or in equity. Under no circumstances shall either party be liable for consequential, special or incidental damages arising out of this Agreement. 9.1. Assignment. This Agreement and any rights or obligations of each party hereunder are personal to each ‘and shall not be assigned or delegated without the prior written consent of the other; provided, however, that Under Armour ‘may assign this Agreement after receipt of written approval from University in the event of a consolidation or merger of Under Armour into or with another person, firm, association or other form of business entity (an “entity”), or reorganization or sale of all or substantially all the assets of Under Armour or transfer of control of Under Armour to another entity ‘provided such entity assumes and agrees in writing to perform all obligations of Under Armour under this Agreement. ‘Such approval shall not be withheld unless University recognizes diminished Under Armour Product quality or service a5 a reouit as determined by University in its reasonable discretion. Any assignment in violation of this Section 9.1] is void. 9.12. Amdited Financial Statements. Under Armour's audited financial statements are publicly available on its Investor Relations website, which website is currently located at http//investor underermour.com/investors.cfin 16, Notices. Al notices, requests, or other communications required to be given under this Agreement or which the patties may desire to give under this Agreement shall be in waiting and (a) hand delivered personally, (b) sent by facsimile ‘transmission if the transmitting party receives confirmation of successful transmission or (c) addressed and sent by certified ot registred mail, postage prepaid and return receipt requested to the parties as follows: 14 ‘Legal Department ‘Mr. Ray Tanner Under Armour, Inc. Diseotor of Athletics, University of South Carolina 1020 Hull Street Rice Athletic Center B MD 21230 Columbia, SC 29212 Facsimile: (410) 246-5922 Facsimile: (803) 777- If any party wishes to alter the recipient/adéress to which communications to it are sent, it may do so by providing the new information, in writing, to the other parties in accordance with this Section 10. All communications eddressed in accordance with this Agreement shall be effective (]) when received, if delivered by certified or registered mail, (i) on the date on which delivery is made, if personally delivered, and (it) on the date of transmission, if by facsimile transmission. IN WITNESS WHEREOF, each party acknowledges that a duly authorized representative of such party has executed this Agreement as of the date set forth below, and acknowledges thet such party has read, understands and agrees ‘othe terms and conditions of this Agreement. geen ee aw: CAROLINA —— a By: 4 Atte! Name Kevin Pra rane Ay ©. Stone Tite_C-€.0. Date,_9- 22-16 Exhibit A Official Ousfter Agreement ‘SHIPPING COSTS All product allotment orders with express shipping methods will be assessed an increased freight charge to be deductod from the total Product Allowance amount. The freight deduction will be a percentage of the order subtotal and will be structured accordingly: FedEx Non-Standard Ground Shipments — 5% FedEx 3-Day Shipments - 10% FedEx 2-Day Shipments ~ 159% FedEx Overnight Shipments ~ 25% FedEx Overnight Priority Shipments 35% FedEx Saturday Delivery Shipments ~ 35% 16 ExbibitB Official Oufitter Agreement UNDER ARMOUR MARKS During the Term, University may use the following trademarks in accordance with this Agreement, ‘The UNDER ARMOUR® word mark. ‘The following UA (Stylized) mark: ‘The U/A UNDER ARMOUR (and Design) mark set forth below: + 17 ‘ExhibitC Official Ousfitter Agreement UNIVERSITY MARKS ‘Exhibit D Official Outfitter Agreement UNDER ARMOUR CODE OF CONDUCT VALUES: Under Armour was founded on the following core values: Innovation, Inspiration, Reliability and Integrity. ‘Consistent with these values, we seek to do business with suppliers and their subcontractors that adhere to these practices, follow established work place practices and comply with our Code of Conduct (the "Code". ‘Under Armour suppliers’ and their subcontractors’ must deal with their employees ina legal, ethical and equitable manner. Under Armour seeks to do business with suppliers’ and subcontractors that comply with the laws of the United States, the ‘countries in which Under Armour products are produced, distributed, bought and sold, and the Code. Any violation of these laws or the Code may be viewed as a breach of the Manufacturing Agreement and could lead to the termination of the ‘business relationship between Under Amour and the supplier. FORCED LABOR: Under Armour will not purchase products or components thereof from suppliers that use forced labor, whether in the form of prison labor, indentured labor or bonded labor, ot otherwise, or permit their suppliers to do so. (CHILD LABOR: Under Armour will not purchase products or components thereof manufactured by persons younger than 15 years of age, or younger than the ago of completing compulsory education in the country of manufacture where such age is Higher than 15. HARASSMENT OR ABUSE: Under Armour suppliers and their subcontractors must treat their employees with respect and dignity. No employee shall be subject to physical, sexual, prychological or verbal harassment or abuse. NONDISCRIMINATION: Under Armour suppliers and subcontractors shall not subject any person to discrimination in ‘employment, including hiting, salary, benefits, advancement, discipline, termination or retirement, on the basis of gender, race, religion, age, disability, sexcal orientation, nationality, political opinion, or social or ethnic origin. HEALTH AND SAFETY: Under Armour suppliers and their subcontractors must provide their employees with a safe end ‘healthy working environment to prevent accidents and injury to health arising out of, linked with, or ocourring inthe course of work or as a result of the operation of employer facilities. Employers must fully comply with all applicable workplace conditions, safety and environmental laws and regulations. ‘Where residential housing is provided to their employees, suppliers and their subcontractors must ensure that such housing is safe and healthy. FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING: Under Armour suppliers and their subcontractors shall recognize and respect the right of employees to freedom of associstion and collective bargaining. WAGES AND BEENFITS: Under Armour suppliers and their subcontractors recognize that wages are essential to ‘meeting employees’ basic needs. Under Armour suppliers and subcontractors shall pay employees, as a floor, atleast the ‘minimum wage required by local law or the prevailing industry wage, whichever is higher, regardless of whether they pay by the piece or by the hour, and shall provide legally mandated benefits. HOURS OF WORK: Except in extraordinary business circumstances, Under Armour suppliers and their subcontractors (i) shall not require their employees to work more than the lesser or (a) 48 hours per week and 12 hours of overtime or (6) the limits on regular and overtime hours allowed by the law of the country of manufacture or, where the laws of such country do not Limit the hours of work, the regular work week in such country plus 12 hours overtime and (ji) be entitled to one day ‘off in every seven day period. Under Armour suppliers and subcontractors must inform their workers atthe time of their hiring if mandatory overtime is a condition of their employment. Under Armour suppliers and subcontractors shall not ‘compel their workers to work excessive overtime hours. 19 OVERTIME COMPENSATION: In addition to their compensation for reguler hours of work, Under Armour suppliers! and their subcontractors’ employees shall be compensated for overtime hours at such premium rate as is legally required in the country of manufucture, of in counties where such laws do not exist, at a rate atleast equal to their regular hourly ‘compensation rate, ENVIRONMENT: Under Armour suppliers and their subcontractors will comply with all environmental rules, regulations and standards applicable to their operations. LEGAL AND ETHICAL BUSINESS PRACTICES: Under Armour suppliers and their subcontractors must fully ‘comply with all applicable local, state, federal, national and international, laws, rules and regulations including, but not Limited to, those relating to child labor, wages, hours, labor, health and safety, and immigration. Under Armour suppliers and their subcontractors must be ethical in their business practices. ‘Any company that determines to adopt the Workplace Code of Conduct shall, in addition to complying with all applicable laws of the country of manufacture, comply with and support the Workplace Code of Conduct in accordance with the attached Principles of Monitoring and shall apply the higher standard in cases of differences or conflicts. Any Company that determines to adopt the Workplace Code of Conduct also Shall require its licensees and contractors and, inthe case of a retailer, its suppliers to comply with applicable local Inws and with this Code in accordance with the attached Principles ‘of Monitoring and to epply the higher standard in cases of differences or conflicts. 20 Exhibit Oficial Outer Agreement SIGNAGE AND MARKETING BENEFITS Baseball + Logo placement on one (1) outfield sign - One (1) videoboard feature during the starting line-ups of each game Basketball = Logo placement on one (1) stanchion = Courtside LED signage st each home game = One (1) videoboard feature prior to each home game with one (1) public address announcement Football = Logo placement on tunnel covers ~ Rotational LED signage = One (1) videoboard feeture during the starting lino-ups of each game - Logo placement on videoboard spirit bumpers Additional Signoge + The parties will mutually agree upon signage end branding bearing the Under Armour Marks and located inside University's athletic facilities (¢g., locker rooms, ticket booths, etc). + Inthe event University adds any new athletic facilities during the Term, the parties will mutually agree upon logo placements and signage for Under Armour. 21

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