SN Sports, elavrare limited lia
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fear along with any and all other
Benefits: ‘Terms and Conditions:
1
CLEVELAND STATE UNIVERSITY will use BSN Sports as thelr exclusive supplier for
any and all ofits athletic equipment and apparel needs. It is also agreed that
CLEVELAND STATE UNIVERSITY will adhere to the BSN Sports product planning
‘calendar to help ensure availability and delivery in e timely manner. |
Purchase of Nike & other Products. CLEVELAND STATE UNIVERSITY shall notify its |
athletes that My Team Shop, which Is operated and owned by BSN Sports, will
serve as the online purchasing site for all additional Nike products purchased
directly by athletes, as well as their family and friends. CLEVELAND STATE
UNIVERSITY cannot guarantee that athletes and their family and friends will
exclusively use the My Team Shop to purchase Nike products.
CLEVELAND STATE UNIVERSITY will promote this partnership through public
announcements at home sporting events. A % page advertisement supplied by
BSN SPORTS to appear in CLEVELAND STATE UNIVERSITY media guide.
Payment Terms. CLEVELAND STATE UNIVERSITY must be current on all payment
Obligations to BSN Sports to be eligible forall promotional praducts and rebates.
Payments will be made within thirty (30) days of purchases unless alternate
Payment arrangements have been made and agreed to in writing by both parties
Additional Charges. Decoration charges (including charges for embroidery and
screen printing) are extra BSN SPORTS
6. Products sold to Cheerleading through Varsity Spirit Fashion, will not be included
inspenting level totale,
7. CLEVELAND STATE UNIVERSITY is responsible fora freight/shipping charges of
118% on any LTL AND FTL FREIGHT TRUCKED shipments and 6% on all small parcel
shipments, resulting from merchandise purchased and/or received under this
Agreement. However, CLEVELAND STATE UNIVERSITY shall not be responsible for
freight/shipping charges in connection with the return of merchandise shipped
Incorrectly by the fault of BSN Sports.
8. Term of Agreement. The term ofthis Agreement shall be for five (5) years,
‘beginning on June 3, 2017, and continuing through May 31, 2022.
8. Termination of Agreement. Either party may terminate this Agreement upon
ninety (90) days written notice in advance of the desired termination date.
Written notification must be supplied prior to separation and an opportunity for
‘resolve must be given. Furthermore, f either party should fall to perform or be in
breach of any of the warranties, representations, covenants or obligations
contained in this Agreement, or anticipatorily breach this Agreement, and such
default is not curable or such default is curable but remains uncured for ten (30)
days after written notice thereof has been given to the defaulting party, the other
party, at Its sole election, may immediately terminate this Agreement with written
notice to the defaulting party.
10. Confidentiality. Excluding disclosures made to attorneys, auditors, or other third
party consultants, the terms and conditions ofthis Agreement are absolutely
confidential between the parties and shall not be disclosed to anyone else, except
as shall be necessary to effectuate its terms. Any disclosure in violation of this
section shall be deemed a breach of this Agreement. The parties understand and
‘agree that confidentiality obligations are subject to applicable faw including the
Ohio Public Records law and that disclosure of records pursuant to the Ohio Public
Records law is not a breach of the contract.
1. Severability. Should any provision of this agreement be found to be invalid, illegal,
‘or unenforceable for any reason, the invalidity or unenforceability of such
Provision shall not affect the validity of the remaining provisions hereof.
12, Non-waiver, Non-enforcement of any provision ofthis agraament by either party
shall not constitute a waiver of that provision, nor shall t affect the enforceability
of that provision or of the remainder of this agreement.
13, Headings, The headings in this Agreement have been inserted for convenient
reference only and shall not be considered in any questions of interpretation or
construction of this Agreement.
14, Except for assignments pursuant to a Change of Control, This Agreement is not
assignable in whole or in part by either party without the prior written consent of
‘the non-assigning party, which consent shall not be unreasonably withheld, but is
binding on any corporate successor of either party. As used herein, a “Change of
Control” means a merger, sale, transfer, or other disposal of all or substantially all BSNSPORTS
of the assets of the assignee or its ultimate direct or indirect parent corporation or
holding company in one or more transactions.
1S. Notices, Any notice or other communication provided under this Agreement will be
in writing and will be effective either when delivered personally to the other party,
cr five (5) days following deposit into the United States mail (certified mail, return
receipt requested), or upon overnight delivery service (with confirmation of
delivery), addressed to such party at the address set forth herein, or upon electronic
delivery by confirmed means.
‘to Bsn:
SN Sports, LLC
1901 Diplomat Drive
Farmers Branch, TX 75234
‘ATTN: Todd Northrop
‘With a copy to:
Varsity Brands, LLC
4849 Alpha Road, Suite 200
Dallas, TX 75244
ATTN: Office of General Counsel
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