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1 ‘TRAM AGREEMENT This Team Agreement (this “Agreement”) is ented into betwen adidas America, Ine. an ‘Oregon corporation adidas”), and The Board of Trustes of Western Mic sole purposes of its Intercollegiate Athletics program ("School"), effective a ofthe first day of the Tert (as defined in Seetion 7.1 below), RECITALS ‘A. Schoo! fields athletic teams and programs in Men's Footal, Hascall, Hockey (of io), Teas, Soeaor and Basketball, Women’s: Basketball, Sofball) Gynnnasticn Goll Tennis, ‘Volleyball, Soccer and Track and Field (each, a “Team and reais and supports the coaches, staf anal staden athletes in connection therewith (colletvely, dhe Team Partcipans”) B. adidas designs, manufactures, dstributs, and sells athletic Footwen, apparel and related accessories though its Team Direct Sales Program (he “adilas Tea Progra”), the terms and conditions of sale are updated periodically inthe adidas Team Sales Catalog. The products included in the adidas ‘Team Program inelule Footwear Products and Non-Footwear Products (each as defined in Section 1 below) (colletively, “adidas Products"). adidas wishes to support School and its alate teams snd programs by. a5 more specifically deseribed ie his Agreement, supplying adidas Products to School under the adidas Team Program, €. School wishes to acquire and se adidas Products under the adidas ‘Team Program and ‘consistent with the terms ofthis Agreement ‘The parties agree as follows: adidas Products. 1.1, Footwear Products. During the Term, School agroes to purse adidas Footwear Products direlly ftom adidas for Team Portiipants’ se in accordance with the adidas Team Program (45% off MSRP / 30% off MSRP forall mitean Footwear products). “Footwear Produets” means all footwear for Team Participants for all Team events, including competition, practices, training, coaching, travel, reeuitng and media engagements 1.2, Apparel, Custom Uniforms, Accessories and Pquipment, During the Term, Schoo! agrees t© purchase, directly Irom adidas, (i) Nom Footwear Produets for Team Participants’ use in accordance with the adidas Team Program at (50% off MSRP / 50% olf MSRP forall apparet products); and (2) custom uniforms (at then-current pricing) for Team Participants’ use in each case forall ‘Team evens. “Non Footwear Prslucts” meats all appare, uniforms (inehading custom uniforms), accessories, equipment (including travel bags, headwear, socks, wristbands, gloves, 1 a Exclusive swear, hard goods; defined as any accessory adidas currently ‘monwfactures at the time of contrat execution as shown as avaiable in aids te catalogs available atthe time of contract execution, ar infaables( basketballs, footballs and soocer balls) included in the adidas Team Program, but exclu Pootwear Produets. If shoo! and/or team has a current agreement with another inflatable company, schoo! andor tam shal ein the right to continue using sad inflatable until such time asthe existing curent agreement expires. Upon expiration ‘of the existing eurent agreement selool andr eam wil switch to available adidas inflatables, No Warranties. adidas shall not be liable for any injury or damage suffered by Selwool oF Team Participants from wearing or sing adidas Produc, and School Inereby expressly knowingly and irevocably waives all eh liability, except to the extent such injury or damage is caused by adidas's gross negligence or willl misconduct, ALL GOODS PURCHASED OR OTHERWISE ACQUIR SCHOOL PURSUANT TO THIS AGREFMENT ARE TRANSFERRI IS. ADIDAS HEREBY DISCLAIMS ANY AND ALL IMPLIFI WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSI AND THOSE, THAT MAY ARISE BY COURSE OF DEALING, COURS OF PERFORMANCE OR USAGE OF TRADE. Use Ahleie_Activities. During the Term, School shall ensure that each Team (including all Team Participants) exclusively uses and wears adicas Products ‘whenever engaged in any Team event and any other athlete activites for which such ate is appropriate, including games and practice sessions, being filme! by ‘motion picture or video tape, posing for photographs, and conducting or participating in eamps or ens [No Spatting. Schoo! shall not pemnit any Team Participant or any other perso “spat obattuct or aller adidas’s logos and marks in any way unless such “spattng is doomed medically necessary during a game other sporting event. Adidas agrees to work with any team member experiencing problems in connection withthe fit oF performance of adidas shoes. Inthe event any team member shall a ny time suffer any physical injury, pain, or discomfort stributed o the use of ads shoes whi is serious enough to affeet the athlete's performance, or if any team member has ‘not rveived adidas shoes which fit propery, then School shall so advise adidas and afford adidas the opportunity to remedy the problem [Exceptions to this Scotion 2 require written approval by aides License. School hereby grants to adidas the right and license, during the Term and at allies thereafter to the extent necessary for aides awl business parposes 0 use School's name and trademarks worldwide in connection with the development, promotion, marketing, advertising and sale of adidas Products. School shall not grant any comparable right to ‘other person or en IF the other person or entity is engaged in business substantially 2 les would eurenlly inlude Nike, Under Atmnour competitive with ads (compitive exam 1d Russell) This license includes the right to use School's name, nickname initials, photograph, likeness, image or facsimile image, video or film portrayals and any other means television of expressing Schools use of adidas Products in connection wit, but not limited ‘nd mutio advertisements, print advertisements, advertisements on any public or private on Tine service oF the Internet, catalogs, posters, billboards, building murals, video or audio promotional produetions, promotional oc marketing appearances, and hang, tags and othe i Store displays. School acknowledges that no royalty shal be paid on ids Products provided by adidas 9 School's Teams and Team Participants under this Agroement. Adidas use of license shall bein compliance with applicable NCAA eulestegulatins, Promotional Merchandise. 4.1, Merchandise Provided if Purchase Minimums Me During the Term, adidas will ‘provide School with merchandise listed in Section 4.2 below, during each School Year (defined as June | through May 31) of the Tenn, contingent upon Sebo! achieving and maintaining an average minimum annual purchase volume of '$300,000 (which includes custom uniform purchases directly through the adidas Team Program) for Contract Years one theough four. IFSchool fails to comply sith ‘he minimum purchase requirements in Contract Year five, Sehool willbe able for providing adidas cash compensation equivalent othe sales shortfall. Failure 19 ‘comply with minimum purchase requirements will result in School being lable for ‘providing adidas with cash compensation equivalent tothe sales shortfall 42. Promotional Merchandise for Each School Year, For each School Year, during the Tom, adidas shall provide the following types and values of Promotional ‘Merchandise: Retail Value tc Direstors Allotme $90,000 ‘eam MAC Championship (amount eurned per championship): $1,000 WMU Football ‘Team Allotment (Uniforms, apparel & footwear) $45,000 Coaches Alloxment $20,000" Sumer Camp $1,000 WMU W Baskethal Team Allotment (Uniforms, apparel & footwear) $19,000 Coaches Allament: $6,000" 5 6 WMU M Baskett ‘Team Alloument (Uniforms, apparel & footwear) $28,000 ‘Coaches Allotment 86,0008 ctl isc Dr Ns don “Promotional Merchandise” means promotional merchandise orders From the adidas Team Sales Catalog. Unused promotional merchandise amounts, so 5:00 PM EST May $1, ane Forflted by School. As result, promotional merchandise eannot be eared fram one Sehiol Year 1 the next ethods of communication listed below, Schoo! shall clusive athletic footweat, apparel, and accessory brand pemnilied to adverse its produets, Adhetic Collateral Materiats: ‘adidas logo tobe on all game programs and media guides, schedule cards, camp broclures and ‘aches clinics Stadium Signage Signage in Waldo Stadium, Lawson lee Arena and University Arena and at other home ‘venues where possible as mutually agreed! upon bythe partes Athletic Department Website: Adidas logo to be placed on WMU Altlties Home Page Public Address Announcements: Two PA ansouncements during each WMU Home Contest stating: “aids is the proud sponsor of your WMU Bronco Athletes” ickets Four Season Tickets inthe John Gill Stadium Club as well s Two Parking Passes Four Season Tickets in the Lower Reserve Section wo all Home Men's and Women’s ‘Basketball Games, Two Parking Passes as wel, Representations and Warranties. Fach party represents and warrant that suc party i) i nol party to any agreement, contrat or understanding, whether eral or writen, that would prevent, imit or hinder the performance of any os obligations under this Agreement: Adidas Understands School hasan agreement in place inthe sport of Tee Hockey oral th apparel and equipment needs. Adidas understands School fus agreements in place for its 4 baseball and softball sams for equipment needs for those spots; and (i has the cue and proper x! perform its obligations under this Agreement authority to enter int ‘Term and Termination. ‘Teem. This Agroement shall remain in effet From July 1, 2014 axl until June, 30, 2021, unless sooner terminate pursuant to the terms ofthis Agreement (the "era" Fither party may terminate this Agreement ifthe other party materially breaches ths Agreement and, ifsuch breach is curable, fil Wo eure seh breach within 3 days oF seitten notice fom the non-breaching party. "The parties acknowledge and agece that the breach of Section 2 consfitutes a incurable Interal breach ofthis Agreement 1. 7.2. Termination by das. adidas may, in its sole diseretion, educe the amount of Promotional Merchandise described in Section 4 by 30% or terminate this ‘Agreement if (a) one or more coaches, Teams or players are suspended or otherwise subject to material disciplinary aetion by the NCAA, including any dseiplina action that limits the Team's competitiveness or prevents the Team from participating in regular season oF tournament games; or (b) in ads’ sole ‘estimation de ne more coaches, Teams, ot players engage in conduct that reflects poorly on adidas oe that materially harms aides reputation, 73. Right of Suspension ot Redustion, [adidas believes that if School has breaehed ‘any term ofthis Agreement, then adidas may’ (in its sole discretion) suspend or reduce payments of incentive compensation and/or reduce the dollar amount of das Products available to School under Section according 10 the fllowing Sehadule: For the first offense, there will be 25% reduction in the amount of Promotional Merchandise, ‘The second offease will incur # 50% reduction in the amount of Promotional Merchandise or teination of the Agreement. ‘The thie offense wil incur a 100% reduction inthe amount af Promotional Merchandise or termination of the Agreement, at aida” sole discretion. Any rections in the amount of Promotional Merchandise wil be deducted in the following School Year unless the breach occurs in the final year ofthis Agreement, in which eae the deduction will ‘occur in the current School Year or inthe frst renewal year. The decision to apply the deduction inthe current School Year or the fist renewal year ests entirely with adidas, 74, Elfeet of Termination; Survival. ‘The vight oF termination under this Agreement is ‘nt exclusive and is in addition to any and all other rights and remeies available to the parties under applicable law. ‘The tenmination of this Agreement shall not relieve a party from liability fora prior breach ofthis Agreement. ‘The provisioas of this Agreement that by thoit context or nature are intended (0 survive the expiration or termination ofthis Agreement, including Sections 9.1 nal 9.2 shall survive the expialion or termination of this Agreement, & Rights of First Dealing and First Refusal, a 82. Cov 9. ending 69d 004 fh the renewal of thi hot be obliged to ener ‘agreable ters duting the Fist Ds School shall not, and School shall not permit ts a fepresentatives or employees to, engage in any discussions or negotiations with any third pany for any agreement or anrangement involving, in whole or in part, the same subject matter as inthis Agreement, including the sponsorship, promotion, advertisement or endorsement of athletic apparel and footwear products, of providing consulting or similar services with respect to athletic apparel and Footwear products (“Third Party Deal") First Refusal, Schoo! shall not enter into an endorsement or similar agreen ‘a thied panty without fest giving adidas an opportunity to enter into an agreement ‘with Schoo! For stich rights on the third party terms and conditions, mensured sot in terms shih are material, measurable and matehable (“Third Party Terms") ‘Scho shall noi adidas of the Thed Party Terms it receives for any Tied Party Deal. Evidence of sich an offer must be on the third party's leterhead an copy ‘hereof must be supplied to adidas, adidas shall have (5 days from its receipt of the Third Party Terms to mateh such Thied Pary Terms. IP adidas matches the Third Party Terms, then School shall enter into a new agecement with adidas ‘consistent with he Third Party Terms, sling Perio, During the First Dealing Petia, nis, attomeys, account ts of P Confidentiality, Subject to applicable state public reconds aw, the tems of this ‘Agreement ace telly confidential and neither party may disclose the terms bereo? ‘thin pasty widhout the prior written consent ofthe olher party unless such Josue is required by law. Notwithstanding the foevoing, either patty may disclose the terms hereof to such party's professional, financial and similar avisors provided such persons are bound by covenants oF obligations prohibiting Further disclosure and restrietng ther use of sueh information to purposes consistent with the provisions of this Agreement ‘Compliance with Law. Bach party shall comply with al laws, rules and regulations nance ofits obligations under this Agrocment ‘plicable to it in the perf No Resale, During and afer the Term, Schoo! agress to not sell or distribute, oF 0 permit the sole or distribution of, any adidas Products sequired pursuant to this ‘Agreement, provided that School may sell such adidas Provduets to: (i affiliates of the School, including on-campus retail outlets that provide services or sales 0 the Schoo!’s reams, athletic focilites, feuly, students and visitors; and (i) vendors of the Schoo! that provide services to the School's teams or athletic fais but only to the exteat related to vendor's provision of service to the Sehool 6 10, [Natices. ‘Notices required by this Agreement shall be sent 1 the adres fisted below or to such other adress as the purties may from time to time by notice provide, Ww aida: It Schoo! ‘adidas America Ine ‘Wester Michigan University S085 N. Greeley Ave. Division of Intercollegiate Athletes Portland, OR 97217 Ata: Allelic Director A: Ditetor, US. Team Spons 1903 W Michigan Ave Kalamazoo, Mi 49008 With a cony to With. copy to: adidas America, Ine General Counsel 5055 N. Greeley Ave. ‘Wester Michigan University Portland, OR 97217 1903 W Michigan Ave ‘Aun: Legal Dept Kalamazoo, MI 49008 [Novice is effective when actually eecive sent by any means tbat leaves a hardcopy record inthe hands of the recipient. sent registered mul, postage repaid, rturn rect request notice shall be doemed effective on the date the return receipt shows the notice was accepted, sofused, or retumed undeliverable. Miscellaneous. ha ua. ‘Severabil. If any provision of this Agreement is held to be invalid or ‘unenforceable in any respect for any reason, the validity and envorceability of such provision in any other respeet and ofthe remaining provisions ofthis Agreement ‘sll not be in any way impaired, Choice of Law; Venue: Jurisdiction. “This Agreement shall be governed by and ‘snsrued in accordance with the laws ofthe Sate of Michigan, he partis hereby agree and consent to the exclusive jurisdiction and yenue of any federal or State ‘cout located fn Kalamsizon County, Michigan, Dining Etteet, This Agreement will be binding ona Parties and their respective heirs, personal cep: permite assigns, inure to the benefit of the emuatives, successors and Assignment, Schoo! may not assign, sell or eunsfer this Agreement or any ofits eres or obligations under this Agreement without aidas’ prior writen ‘The eaptions used in this Agreement are provided for convenience fot affect the meaning or interpretation of any provision of this, All relerenees in this Agreement (0 “Section” or “Sections” without ‘aditiona identfcacion refer to the Section or Sections of this Agreement, All ‘words used inthis Agreement will be construed tobe of such gender or number as the circumstances require, Whenever the words include or including are this Agreement, they wil beddeemed tobe followed by the words wthont limitation, 11.6. Expenses. Except as otherwise expressly provided in this Agrement, each paety {o this Agreement will bear ils own expenses in conncetion with the preparation, ‘execution and performance ofthis Agreement and the transactions contemplated by this Agreement. Schoo! shall be solely responsible for dhe payment of al taxes or other associated expenses on any compensation or considerations ressived under this Agreement 117. Sehooladidas Rela construcd as establishing an employeriemplayec, a venture relationship between the partes, 11.8, Enlire Agrosment, This Agreement, together with the terms and canons othe adidas Team Sale eatalog and of the seeount oF credit application completed in ‘eoneetion with execution ofthis Agreement al of which ae incorporated into this Agreement by reference, constitutes the entre understanding between the parties ‘with respect tothe subject mater hereof and cannot be amend or modified except by an agreement in writing, signed by each of the partes. All previous ties related to the subject mm jonship. Nothing contained in this Agrsement shall be sey, porters oF joint understandings or agreements between the p herein shall have no further force and effet IN WITNESS WHEREOF, the undersigned individuals hereby certify that they ae duly authorized to execute this Agreement on behalf of the partis, WESTERN MICHIGAN UNIVERSITY adidas America, I gS deste Oro .-cps0h “Ties a on pte Ti Aste Diner, WMU WEUS Sports stiles toc — Thies Bega Gomesee

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