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QRFICIAL OUTFITTER AGREEMENT ‘THIS OFFICIAL OUTFITTER AGREEMENT (“Agresment”) is effective as of July 1, 2015 (“Effective Date”) by and berween ‘Under Armour, Ine, a Maryland corporation (“Under Armou:”), and University of Cincinnati, loeated in Cincinnati, Ohio (*Univeniiy’). Although Under Armour, Inc. isthe contracting party, the rights granted herein by University to Under Armour include Under Armour’s licensees, distributors, subsidiaries, affiliates, and any suocessor companies. reliminary Statements University operates intercollegiate Division T athletic programs and employs the coaching staff for such programs. Under ‘Armour desires to (a) provide athletic products (0 the University's athletic programs and their coaching staffs on an exclusive basis and (b) use certain trademarks owned by the 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 ofthe mutual covenants set forth inthis Agreement, and other good and valuable consideration, the receipt and sufficieney of which are hereby acknowledged, the parties to this Agreement agree as follows: 1. Definitions. LA, Accessories” means all accessories athletic in nature, inchiding but not limited t0, headweer, wristbands, gloves, socks, eyewear (including but not limited to sunglasses), and athletic accessories withthe capability of measuring biomettic da. 1.2. —_“Apparef” means all apparel athletic in nature including, but not limited to protective apparel, game uniforms, practice wear, sideline apparel, shirts of all types, shorts, sweatsuits, jackets, pants, warm-ups, athletic cross-training, apparel, ‘outerwear, and athletic apparel withthe capability of meesuring biometric data, 13, “Apparel Categories" means men’s, women’s, yout, and toddlerinfant. 14, “Coaches” means the head coach andthe assistant coaches ofthe Teams. 15. “Conference” means the intercollegite athletic conference to which Teams belong, which as ofthe Effective Date, isthe American Athletic Conference, 1.6. “Core Teams” means University’s Football, Men's Basketball, and Women’s Basketball Teams. 17. “Direct Competitor” means Nike, adidas, Recbok, Now Balance, Russell (except for co-branded produets sold for distribution in the Mass Market Distribution Channel only), Puma, Evo-Shield, and each of their respective parent companies, affiliates, subsidiaries, licensees, successors or assigns tothe extent such entities are engaged in the manufacture, marketing, and sale ff Products. 18, Distribution Channels” means any one or more of the following points of sale as defined by the licensing ‘agreement Gear For Sports, Inc. has through Collegiate Licensing Company ("CLC") or University’s current licensing, partier on bealfof Under Armour: 18.1 Better Department Stores / Boutiques (e.g. Dillard's, Macys, Nordstrom); 1.82 Campus / Local (eg, University Bookstores, DuBois Bookstore); 183 Internet / TV / Catalog Mid-Tier (eg. Amazon, QVC, HSN); 184 Specialty Mid-Tier (c.g. Best Buy, Cracker Bare, Justice, Paradies); 1.85 Sporting Goods / Sport Specialty / Fan Shops (e.g, Dick's Sporting Goods, Dunham's, Champs, Lids); and 1.86 Mass Markets /Wholesale Clubs (eg., WalMart, Costo, Target, Meijer). 19. “Equipment” means sports equipment used by the Teams end Coaches including, but not limited to inflatables (If ‘spplicabe), watches, heart rate monitors, mouth guards, mouth pieeas, water bottles, lacrosse hard goods, athletic equipment withthe cepabiity of measuring biometric dat, fitness tools, applications, software, and platforms, and any other sports equipment that Under Armour does not currently produce or license that may be added to its prot lines at any time during the Term, provided tne use of such products is the subject of negotiations between the parties and included by addendum to this Agreement, to the extent set forth fa in 2 1.10. Footwear” means all footwear athletic in nature including but not limited to on-field cleated footwear, on-court ‘shoes training end running footwear, and athletic footwear withthe capability of measuring biometric dae 1.11, “Head Coach” means the head coach ofthe Teams 1.12. “Performance Produets” means Products that: (a) have a unique construction (eg., compressiontight gear); andlor (©) have moisture-wicking fabrics tha assist the wearer during exercise and general athletic tasks in all types of weather, and (¢) the shove special characteristics are routinely and consistently marketed as feature of the Products. Notwithstanding the Toregoing definition, Performance Products shell notin any circumstance include polo shits, fashion footwear, fashion bathing suis, rowing jerseys and cycling jerseys of a non-Direct Competitor. 1.13. *Produets” means Accessories, Apparel, Equipment and Footwear 1.14, Retail Pricing” mesns Under Armour's then-current retail pricing for the Under Armour Prodets 11S, “Staff” means people providing services to the Teams who are employees of or ars under contract withthe Athletics department of the University, including, but not limited to equipment manager, athletic trainers, masseuses, chiropractors, student employees, and fulltime and part-time University Athletics Department staff and employees. 1.16. “Teams” means the University’s NCAA interollegate athletic teams. 1.17, | “Third Party Agreements” means University’s existing agreements with third parties for: (a) lacrosse equipment for the Women's Lacrosse Team (b) volleyballs for the Women’s Volleyball Team; and (e) football forthe Football Team, 118. “Under Armour Marks” means certain wademarks and other indicia of origin owned by Under Armour which ‘Under Armour provides to University in writing for use in accordance herewith 119, “Under Armour Products” means the Products provided by Under Armour to University for use by the Teams, (Coaches, end Staff bearing the Under Armour Marks or other Under Armour indicia of origin. versity Which University 1.20. “University Marks” means certain trademarks and other indica of origin owned by provides to Under Armour in writing for use in aocerdance herewith 121. “Wholesale Pricing” means Under Armour's then-current wholesale pricing forthe Under Armour Products. 122, “Replica” means jerseys made to look like Team jerseys, made in Team colors with nuraberson the front and back. 2. Term. The term ofthis Agreement commences on the Effective Date and continues until June 30, 2025 (“Term unless «eile terminsted in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, a“Conttat Year” means each petiod of twelve (12) suecessive months commencing on each July 1 and ending on the following tune 30 during the Term, 3. Under Armour's Obligations 3.41. Rights Fee, Under Armour shall pay to University a fee in each Contract Year (“Rights Fee") as set forth below: =a HAS through — Se WOT trough S077) STORE #3 GAITT through SSUTIB) $160,006 HA CHITR Trough TUT) ST BOHTT FS CD trough SOV) $7,120,000 HE CAD rough SOA 150000 CIT trough WOE ST TBODY FS CUED rough WSO} $1370 000 W CTAB troush BOE STRAOGOT "HO CTT tough 6023) STATON ‘The Rights Fee for each Contract Year shal be made in four (4) equal quarterly installments. Such installments are due no later than July 1, October 1, January 1, and April 1, respectively. University shall invoice Under Armour foreach Rights Fee payment. 3.1.1 Rights Fee Reduction for Core Team Sanction. Notwithstanding the foregoing, in addition to any other righis or remedies Under Armour may have, for any Contract Year in which a Core Team is sanctioned by the NCAA resulting in the prohibition of multiple television appearances or a reduction of postseason play or Conference championship game play (if applicable) by the Core Team, Under Armour shall have the right to reduce the Rights Fee for such Contract Year by: (2) thirty percent (30%) for the Men's Basketball Team; (b) thirty percent (30%) for the Football Team; and (c) fifteen percent (152) for the ‘Women's Basketball Team, Such reduction rights shall be cumulative, Under Armour shal have the right to ether withhold the Rights Fee insallmen(s) or require reimbursement of any Rights Feo(s) received, if any, paid in excess of the amount to which ‘University is entitled (such reimbursement to be made to Under Armour within thirty (30) days of written notice by Under Armour). 5.12 Rights Pee Reduction for Spatting. In addition wo any other rights or remedies Under Armour may bave, in ‘ny Contract Year in which a Team member “spats” or tapes the Under Armour Products, or obscures the Under Armour Marks on ‘any Products (“Spating”) (unless itis medically necessary in certain circumstances for a Team member to engage in Spating in order to remain in competition, provided that University provides Under Armour with notice of such medical necessity within a reasonable time period following such instance of Spattng, but in all instances prior tothe commencement of the next game), Under Armour shall have the igh to reduce the Rights Fee provided to University in such Contract Year as follows: ‘Oesurrence Rights Fee Reduction T Occurrence ‘0 Occurrence and cach $25,000 (Occurrence thereafter For the avoidance of doubt, successive reductions shall be cumulative (eg, 3 occurrences would result in the reduced by a total of $50,000). 3.13 Abily to Renegotate Rights Fee, In the event University’s Teams are moved to compete in ¢ Power Five Conference (curently defined as the Atlantic Coast Conference, Big Ten Conference, Big 12 Conference, Pecifc-I2 Conference oF Southeastern Conference) during the Term, Under Armour will increase the Rights Fee set forth herein by five percent (58%) in each Contract Year, commencing with the Contract Year in which the Teams commence Power Five Conference competition and in each Contract Year therefter. Fee being 32. Broduct Allowance, Under Armour shall provide University with Under Armour Products in each Contract Year (Product Allowance”) for purposes of outfitting Teams, Coaches, and Staff as follows: ECTS trough 6230716) $5,500,000 WE CVIMG trough 6BOT $5,530,000 W3 CHIT rough WOR) $5,560,000 Wa CTT tough OST S350,000 CVD trough GHORU) Seo 6 GTITA0 rough GOAT) SSO WIC through GORE 3,580,700 18 (TIE rough GORE) BEAT DO W (UTES trough G02) 33,740,000 WO C7724 through 630725) ~ $3,770,000 ‘The Product Allowance shall be valued st Retail Pring. University shall specify the quantity, type, and size of Under Armour Prodiets to be provided by Under Armour to fulfill the Product Allowenes and shall notify Under Armour of the same in writing, ‘There is no minimum quantity required for placement of any order of inline Products (withthe understending tha there is & minimum order of twelve (12) units for SMUs [ie., Special Mark-Ups]). The cost of shipping the Under Armour Products from Under Armour to University (excluding FedEx standard ground shipping) will be charged against Universiy's Product Allowance and is set forth in Exhibit A stached hereto. Under Armour sideline Products will be delivered to University fully embellished. Upon University's Fequest and at University’s expense, Under Armour will embellish any Under Armour inline Products ordered by University. University acknowledges and agrees tht it shall be responsible for ensuring that all Under Armour Product orders are placed i ‘compliance with Under Armour’s Product ordering procedures and NCAA rules and repulations 33, Additional Produets. If in any Contract Year, University requires additional Products beyond the Product Allowance for such Contract Year, University shall purchase any and all such Produc from Under Armour st Wholesle Pricing, and shall not purchase such additional Products from any third pty 3.4. Bonus Compensation, Under Armour shall pay University the bonuses (each, “Boous” collectively, “Bonuses") set forth in Exhibit B attached hereto forthe Teams’ accomplishments in a Contract Year, if applicable. For the avoidance of doub, all Bonuses stall be cumulative for each Team. University shall invoice Under Armour for any Bonuses owed hereunder, and such ‘Bonuses shall be paid within tity (30) days following Under Armour’ receipt of invoice. 35, — Marketing Spend. In each Contract Year, Under Amour and University will negotiate in good faith a marketing plan for purposes of promoting Under Armour’s sponsorship of University's Teams, Coaches, and Staff. Upon completion and Implementation of the plan as determined in Under Armour's reasonable discretion, Under Armour will pay University a fee of $105,000 in esch Contract Year ("Marketing Spend”). University will invoice Under Armour fo all Marketing Spend payments owed hereunder 36. Partnership Launch. In Contract Year #1 only, Under Armour will spend up to $200,000 to be allocated as ‘mutually agreed upon by University and Under Armour (‘Partnership Fund”). The Partnership Fund may inelude (}) payment to University for the mutuelly agreed upon rebranding of University's athletic facilities, including design work and installation (i) tion of a unigue VIP product gift for individuals selected by University; (ii) a partnership launch eveat for University stff and andlor (iv) for other mutually agreed upon purposes. In the event the parties agre to allocate the Partnership Funds as = ‘payment to Univesity forthe rebranding of University's athletic facilities, University will invoice Under Armour for the Partnership Funds payments. 3.7. Retall Build-Out. In Contract Year #l only, Under Armour will contribute up to $100,000 to University toward the rebranding and build-out of retail space in a mutually agreed upon location for the placement of Under Armour and University 60 branded Products and promotional materials (‘Reial Fee"), The Retell Fee will be duc in full on or before July 15, 2015, and ‘University will provide Under Armour with an invoice for such payment, 3.8, Rookie Program, Under Armour shall hire a least two (2) University students per Contract Year to participate in Under Armour's Summer Rookie intemship program at Under Armour’s Baltimore Headquarters ("Rookie Prossam”), with the understanding that all University students interested in participating in the Rookie Program must apply purstant to Under Armour's application procedures, and the specific students selected shal be determined in Under Armour's discretion. 39. Under Armour Hospitality. Under Armour wll provide University with access to a mutually agreed upon location for one (1) University offsite meeting one (1) time per Contract Year. The renal cost associated with such location willbe borne by ‘Under Armour, withthe understanding that University will be responsible for the cost of transportation, hotel accommodations, and any other costs assovited with such meeting, 3.10. Authentic Pr Univers red Vendor(s). University acknowledges that: (a) Under Armour currently has an existing License and Distribution Agreement with GFSI, In., d/b/a Gear for Sports (“GESI"), under which GFSI has certain exclusive rights with respect to certain Under Armour Products bearing collegiate trademarks in certain seles channels, and (b) (GFS] and University's retail licensing agent, CLC have an existing non-exclusive retail license agreement under which GES! may sel certain Products bearing certain University Marks pursuant tothe terms of the license agreement. 3.10.1 University sbell ensure that Under Armour and GFSI, respectively, shall have the right to sell Under Armour Products bearing the University Marks subject othe terms of the license agreement between GFSI and CLC or University’s current licensing partner. 3.10.2. University hereby grants to Under Armour the exclusive right beginning on the Effective Date to sell the following Products bearing the University Marks: (@) all authentic competition apparel as worn by the Teams and their respective Coaches during tions, and other official University activities; practices, games, exhil (b) all of the replica versions of such authentic uniforms developed for retail sale in exch of the Apparel Categories; provided, however, that (i) i the event Under Armour has not brought to retail replica uniforms in an Apperel (Cetegory ina patiuler Distribution Channel (e.., Mass Markets), then University may source and/or license the University Marks 10 ‘any vendor to produce replica uniforms in that Apparel Category in that particular Distribution Channel until such time as Under Armour brings replica uniforms in that Apparel Category in that Distribution Chinn to retail, except University shall at no time source and license the University Mars for this purpose to a competitor of Under Armour, and (i) forthe purposes ofthis Section 2.10.2, Under Armour has not brought an Apparel Cstegory in a particular Distribution Channel until the replica uniforms are ‘manufactured, shipped, and available to retailers in thet particular Distribution Channels and (©) allPerformance Products. 3.103 | University hereby grants to Under Armour the non-exclusive right beginning on the Effective Date to sell nnon-Performance Products bearing the University Marks; provided, however that University agrees not to license or permit the licensing ofthe University Maris by any Direct Competitor on Products beginning July 1, 2016. 3.104 Under Armour may exercise the rights granted herein either itself and/or pursuant to its agreement with GFSI or anyother third party with whom Under Armour may contract inthe future, provided Under Armour, GFSL, or such third party has a license agreement with University or CLC (or another third party to which University has granted the right to sublicense the University Marks) that remains in fll force and effec, 3.105 Products provided for under this Section 3.10 must be frst among the retel Products offered on the stleties department official online store of University’s website. University, through CLC, shall notify all University licensees of the ‘exclusive rights granted herein within thirty (30) days following execution ofthis Agreement, In addition, University and CLC shall notify al licensees that they may not place orders any time after sixty (60) days of execution of this Agreement in any manner for ‘hose items which Under Armour has been granted exclusive rights herein. 3.10.6 The royally amounts payable to University pursuant tothe sale of Products bearing the University Marks and Under Armour Marks shall be reflected in a separate real license agroement between Under Armour or GFSI and Univers ‘withthe understanding that University shall receive the following in such license agreement (©) A royalty of twelve percent (12%) of net sales on apparel, and a royalty of fifteen pereent (15%) ‘of ne sales on headviear; and ©) Guaranteed minimum royelty amounts (“Minimum Guaranteed Royalty") in each Contract Year 3 In the event the royalty amounts received by University in a Contract Year are lest than the Minimum Guaranteed Reyalty amount, Under Armour or GFSI shell pay the Shortfall Amount to University within sixty (60) days of the end ofthe Contract Year, and Under Armour shall not be deemed to bein breach of this Apreement. For purposes ofthis Agreement, “Shortfall Amount” shall mean the Gifference between the applicable Minimum Guaranteed Royalty in a Conteact Year and the amount of royalties paid 10 University in such Contrast Year pursuant o this Agreement and sny applicable retail licensing agreements. Bl tional Product Alt Certain Events, Under Armour will provide Under Armour Product allotments ‘annually as outlined below in addition to the Product Allowance amount in Section 3.2 as follows (each, an “Additional Product Allowance" 1 Men's Basketball Golf Outing 2. Woman's Football 101 —Ladies Night Out - $15,000 to cover the cost of Under Armour t-shirts, han other accessories. 3, Head Coach Public Appearances» $5,000 total to cover the cost of head-to-oe outfting of Head Coaches for public ‘appearances in Under Armour Products, 4. Campus Orientation and Hall Opening Initiative - The cost of 1500 locker tess ina highlighter color $10,000 to cover the cost of Under Armour hats, polos shits and got balls ‘agstotes and For the avoidance of doubt, all Additonal Product Allowances will 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 Additional Product Allowances and shall roiify Under Amour of the same in writing. The cost of shipping the Under Armour Produets fiom Under Armour to University (excluding FedEx standard ground shipping) will be charged agzinst each Additonal Product Allowance (as applicable) and is set forth in Exhibit A stached hereto, All Under Armour Products provided pursuant tothe Additional Product Allowances will be blank. 3.12. Delivery Performance smour. Under Armour shall use best efforts to deliver all Under Armour ‘Products within one hundred eighty (180) days ofthe date tat the order is placed with Under Armour unless mutually agreed by the partes in writing, Tn addition, Under Armour will use reasonable efforts to cause Gear for Spots to deliver Under Armour Products forsale by University at retail within one hundred twenty (120) days ofthe date thatthe order is placed with Geer for Sports. Irat any time, Under Armour is unable to deliver Products or Accessories as required by this Section 3.12 for reasons within Under Armout's control (Le, such delay is caused by Under Armour and not by University or a force majeure event), then with respect to Product for the Coaches, Staff, and Tesms, University may purchase such Products from another vendor, inching a Direet Competitor $0 lon as any non-Under Armour branding, names, or logos are completely covered by Coaches, Staff and Team members (unless covering ‘would materially compromise the integrity ofthe Products). With respect to Products sold a retail, University must fist notify Under Armour in writing and give Under Armour a reasonable opportunity (Le., 30 days) to cure such non-delivery (including, without limitation, providing fill-in Under Armour Products) prior to soucing Products from a third party. University shall only permit fs ‘Teams, Coaches, end Staff to wear such thitd party Products and is retail teams to sell third party Products until Under Armour ‘Products are delivered to University. This ation by University shall nat be considered a breach of any section of this Agreement. 4 liga er At 4a, hes ums. University hereby grants Under Armour the exclusive tight o supply the Teams, Coaches, and Staff with Products. University shall not enter into an agreement for the purchase, gif, sponsorship, exchange, promotion, endorsement, or advertisement of any Products with respect tothe Teams, Coaches, or Staff or any ofthe Team's facies, Further, University shall not, nor shall University authorize any Coach, Staff, or Team member to () endorse, promote, oF advertise party Products nor enter into any third party agreement for Products, or (i) enter into any agreement with any thiré party ifthe ferm “Armour,” “Armor,” oF any term confusingly similar thereto is used in connection with the third party's name or its products oF services, unless otherwise approved in advance by Under Armour. University wil require the Coaches, Staff, and Teams to wear and use the Unde Armour Products exclusively for: (a all Team activites, workouts, practices, games or other competitions, and sports ‘amps or clinis operated by University or its Coaches; (b)athletc-related photographs (whether sill or moving); (c) at interviews or press conferences, public appearances, during any Coaches’ shows, and when speaking for or acting asa representative ofthe Teams, and () at any marketing, community, public relations, and/or alurani event. University shell not allow Coaches, Staft, or Teams to wear andjor use any Produets provided by any third party. Further, University agrees that Under Armour will be the exclusive Product supplier and sponsor of all Coach and/or Universty-operated sports camp, clinics, tournaments, or other athletic events, and ‘University shall not sponsor, co-sponsor, or endorse any competitor or any Products of any third party at eny Coach or Universiy= ‘operated sports camp, cline, tournament, or ther athletic event. For the avoidance of doubt, inthe event University and/or a Coach provides any sports camp, clinic, toumement, or other athletic event participant with Products, such Produets will be Under Armour Products, 4.1 Thind Party Agreements. Under Armour acknowledges that as of the Effective Date, University has existing Third Party Agreements, and such Third Party Agreements shall not be deemed a breach ofthis Agreement by University. Nowwithstanding the foregoing, upon the expiration or termination of Third Party Agreement and subject to any rights contained therein (including 6 ‘any righ of first negotiation and rights of first refisal), Univesity shall provide Under Armour with the exclusive right to negotiate the addition ofthe respective third party Products to this Agreement and in this connection, the partes will negotiate in good faith for sixty (60) days. IP after the 60-day negotiation period, the partes are unable to reach agreement, University shall be permed to ‘negotiate with third partes regarding such Products, subject fo Under Armours right of fret refusal in ecordance withthe matching procedures set forth in Section & below. 4.12 Footwear, Under Armour agrees to work in good fith with any Team member experiencing problems in with theft or performance of Under Armour Footwear. In the event any Team member shall a any time suffer any physical injury, pain, or discomfort attributed to the use of Under Armour Footwear which is serious enough fo materially affect the ‘Team member's performance or poses a medically verified (by an independent doctor) safety risk, or if any Team member hes not received Under Armour Footwear which fit propery, then University shall so advise Under Armour und afford Under Armour the ‘opportunity to remedy the problem. If Under Armour is unable to provide such Team member with Under Armour Footwear thai can bbe wom satisfactorily as determined by University using reasonable disretion, then Under Armour shall waive the exclusivity ‘requirement of this Section 4 in such a specific case until Under Armour ean remedy the problem, provided however, that such ‘Team meanber shall completely cover all non-Uinder Armour logos, trademarks and brand indicia of any noa-Under Armour shoes ‘while wearing such non-Under Armour shoes. 4.2, Unavailable Products In the event that the Coaches, Teams, ot Staff members require Products that ere unavailable through Under Armour (“Unavailable Products"), the Coaches, Teams, or Staff members may use third party Unavailable Product item(s) provided that: () such third arty is primarily sports equipmen: company without a substantial foctovear or apparel offering “Permitted Company”); and (b) nether University nor any Coach, Staff, or Team member shall endorse, sponsor, promote, ce advert such third pary Unavailable Products. Notwithstanding the foregoing if the Unavailable Products sre not evalable fom Under Armour or Permitted Company, University may use such Unavailable Products of a Permitted Company that is not a Direct Competitor. Tn addition, ifthe Unavailable Products that are available with a Permitted Company are nct ofthe quality, durability ot safety necessary inthe reasonable discretion of University, then University may use Unavailable Products fiom a Direct Competitor so ong as any non-Under Armour branding, names, or logos are completely covered (unless covering would materially compromise the {negrity ofthe Products). If at any time during the Term Under Armour has business plans to provide any Unavailable Products that previously did not provide, thea Under Armour shall give University prior written notice ofthe Unavailable Products Under Armour intends to provide. Once Under Armour provides the previously Unavailable Produes, University and Under Armour will negotiate in good faith an eddendum to this Agreement pursuant to which such previously Unavailable Products will be included in the Aefinition of “Products” and covered by the applicable terms set forth herein, and University shall no longer be permitted to source uch Unavailable Products from a manufacturer athe than Under Armour. Excluding any Third Party Agreements, Univesity agrees to make best efforts to make Under Armour the only visible branding on any Coaches, Teams, or Staff's Products on the competition Sela (or court or other venue as applicable) as long as covering the third party branding will ot materially compromise the integrity ofthe product. 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, Saft ‘and Couches shall, as requested, report to Under Armour, either orally or in writing if so requested by Under Armour, on the Und Armour Products supplied to Teams, Staff, and Coaches. Such written or oral reports shall address the fit design, wear characteristics, function, materials end construction techniques of the Under Armour Products the Teams, Staff, and Coaches wean ‘The actusl Under Amour Products in development and any information regarding such Under Armour Products is conficential. IF requested by Under Armour, the Under Armour Products in development shall be shrouded or tested in a private location 30 as to ‘maintain the confidentiality of such Under Armour Produets and Under Armour shal Armour i the owner of allright ttl, and interest in and to any and al rights in and to all intellectual property sights including, bat not limit to all patents, trade secrets, copyrights, and trademarks ereated by Under Atmour and/or Teams, Staff, or Coaches in ‘connection with such Under Armour Products. Teams, Saif, and Coaches hereby assign and convey to Under Armour all cach intellectual property and execute ell papers and do all things necessary to effect the foregoing orto perfect or enforce any propriety rights in such Under Armour Products, 44, lon 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, UNLESS DUE TO UNDER ARMOUR'S ADJUDICATED GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. EXCEPT AS OTHERWISE SET FORTH IN ‘THE PRECEDING SENTENCE, THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM Of THE ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT, NEGLIGENCE, OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, THIS LIMITATION OF LIABIITY SHALL NOT PREVENT UNIVERSITY FROM SEEKING INDEMNIFICATION PURSUANT TO SECTION 7 FROM ANY CLAIMS AGAINST UNDER ARMOUR IN THE EVENT THAT UNIVERSITY IS SUED BY THIRD PARTY FOR INJURY OR DAMAGE SUFFERED FROM WEARING OR USING UNDER ARMOUR PRODUCTS. IN ADDITION, UNDER ARMOUR HEREBY DISCLAIMS AND UNIVERSITY HEREBY WAIVES ALL EXPRESS AND 7 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 EITHER PARTY 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 Head Coach. In connection with the endorsement and promotion of the Under Armour Producis andior Under Armour, upon reasonable prior notice and subject to each Head Coach’s coaching obligations and Conference rules, ‘eech Head Cosch shall be available for two (2) days per Contract Year to make personal appearanees on behalf of Under Armour andier to participate inthe production of marketing, advertisement, or promotional materials. However, nothing herein requites Under Armour to utilize a Head Coach for any personal appearances or production activities. Under Armour is hereby granted the eight to tse each Head Coach’ 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, «8 well es in connection with Under Armcur and the Under Armour Products. Under Armour shall pay all reasonable and necessary transportation, meal, end lodging expenses of Head Coach in connection with the activities set forth in this Section 4,5. During any personal appearances by Head Coach, Head Coch shall wear the Under Armour Products, 46, Visibility of Under Armour Marks, Under Armour Products shall be worn 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 ot change any Under Armour Products (including, but not limited to the Under Armour Marks) or add the name, trademtsh, tredensae, service matk, logo, symbol, design, or identification of any third party unless required by the Conference or NCAA, or ualess medically necessary 10 do so (which shall require 2 veriten letter {fom an independent physician in cach instance). It may be ‘medicelly necessary in certain circumstances for a Team member to spat or tape hishher feet and/or ankles to allow such Team ‘member to remain in competition, without opportunity for notice and/or equired physician letter to be presented to Under Armour Unauthorized “spatting” and/or taping of Under Armour Products by any Team member, Staff member, andlor Coash shall be inconsistent with the purposes of this Agreement, and shall be deemed a material breach of this Agreement unless the spatting or taping is due fo « medical necessity as outlined above. Under Armour recognizes that current NCAA rules (bylaw 12.5.4) govern the size and occurrences of a manufacturers or distributor's trademarks on all Products wom by members of the Teams, Subject to ‘Sestion 93, Under Armour is subject to any changes in such legislation during the Term. 47. Promotic ortunites lezes. University hereby grants Under Armour the following promotional ‘opportunities and privileges at no cost to Under Armour. Official Designations. University hereby grants Under Armour the exclusive right to the official designation of “Official Outiter of University of Cincinnati Athletics,” 2s well as the “Official Outfiter” of the Teams (Collectively, “Official Designations”). University shell us its best efforts to refer to Under Armour by such Official Designations in all appropriate settings and situations. The parties may, ftom time to time, mutually agree in writing to additional offical designations, 474 47.2 Tickets and Parking Passes. University shall supply Under Armour with eight (8) best available tickets end two (@) parking passes to each Teams regular season home games, and four (4) tickets to each Team's away games, Tn addition, Under Armour will receive four (4) tickets to any Team's neutral site games cight (8) best avalable ecket books to any post-regular season tournament games in which 2 Team participates, as well as one (1) parking pass fo any post-season game, and ten (10) tickets to any Bowl Game andlor College Football Playoff game in which the Football Team participates (with the understanding that if the Football Team is not participating in a Bowl Game and/or College Football Playoff game, Under Armour shall have the option to purchase such tickets from University). In addition, Under Armour shal receive exclusive suite aooess to one (I) game per Team in each Contrast Year, with the understanding that such games shall be mutually agreed upon by University and Under Armour. 473. Marketing Materials. Under Armour shll be recognized by the Offical Designations on any University website, in any University publication, and in any University advertisements or promotional matrils that relate tothe Teams including, but not Hmited to posters, calendars, camp brochures, and newsletters. Without limiting the foregoing, above the fol, Universiy shall place the UA logo in rotting advertisements located on the Teams" home peges and a hypertext lnk fiom such home page tothe Under Armour we site (eubjet to the approval of Under “Armour pursuant to Sestion 5.1). 474 Signage and Other Marketing Rights. Under Armour shall receive the signage and other marketing benefits set forth in Exhibit C attached hereto. In the event for any reason, University is unable to provide allo a portion ofthe signage and/or other marketing benefits set forth in Exhibit Cin a Contract Year, Under Armour and University will negotiate in good faith substitute signing and/or marketing benefits to be provided to Under Armour having t value 8 at least equal fo the value of the signage and/or marketing benefits not provided to Under Armour. In the even the artis ee unable to agrecto such subsite benefits, Under Armour will receive a proved refund of the Marketing Spend andlor Rights Fee in such Contract Yea. 475 Announcements and Other Advertisements. If the venue where the Teams play their home gemes 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: (a) one (1) ill page advertisement in the media guide forthe Teams; (b) one (1) full page color advertisement in each game program for ‘the Teams; (c) logo placement on each Team's schedule card. The content of euch advertisements shell be mutually agreed upon by the parties in advance, 4.7.6 Social Media. University shall positively promote its relationship with Under Armour, the Under Armour brand, ‘and the Under Armour Products in a minimum of six (6) sociel media posts per Contract Year. The content of such posts shall be mutually agreed upon by the paties in advan, 47.7 Mailing List. If requested by Under Armour, University shall make four (4) electronio mailings per Contract Year ‘on behalf of Under Armour to University’s mailing list, with the understanding that the content of such mailings shall be mutually agreed upon by the partis 478 Game Photographs and Audiovisual Footage, University hereby grants to Under Armour the right to reproduce, lisplay, and otherwise use game photographs and/or audiovisual footage ofthe Teams’ games subject to applicable NCAA tnd Conference rules to promote the Under Armour Products and its reltionship with the Teems, S. —nllectual Property. Si. Under Armour Grant of License, Under Armour hereby granis 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 luding, but not limited to Under Armour being the “Official Outfitter of University of Cincinnati Athletics.” All such use of the ‘Under Armour Marks by University shall conform to Conference and NCAA rules. University shall submit to Under Armour and ‘Under Armour shall have the right fo approve all proposed uses of the Under Armour Marks by University. Under Armour shall not tunreesonably withhold, condition, or delay approval of such intended uses of the Under Armour Merk. If Under Armout does not approve or disapprove a request for approval in writing within ten (10) days of receipt thereof, such materials shall be deemed Aisapproved. If Under Armour disapproves any materials submitted by University, Under Armour shell provide University with writen reasons as to why such materials were disapproved. Use of the Under Armour Marks by University and the goodvall associated therewith shall inure tothe benefit of Under Armour. Under Armour owns allright, tile and interest in and tothe Under Arrsour Merks, and University shall not do anything inconsistent with Under Armout’s ovmership ofthe Under Armour Marks. 52. Unk mnt of License, 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 University of Cincinnati Atetis."| All such use ofthe University Marks by Under Armour shall conform to Conference and NCAA rules and University's brand standards. Under Armour shall submit to University’s Director of Trademarks & Licensing end University shall have te right to approve all proposed uses of the University Marks by Under Armour. University shall not unreasonably withhold, condition, of Aelay approval of such intended uses of the University Marks. If University does not approve ordi ‘8 request for approval in \wrting 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 fo the benefit of University, University owns allright, tile and interest in and tothe Univesity Marks, and Under Armour shall not do anything inconsistent with University’s ovnership of the University Marks, 53. Quality Control Obligations. University shall cooperate with Under Armour to essure thatthe quality ofits use of the Under Armour Marks and the quality ofits 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 thatthe quality of nity’ use ofthe 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 Merks. ‘Under Armour shall ‘cooperate with Univesity to assure thatthe quality of its use of the University Marks and the quality of its goods and services in connection with which the Univesity Marks are used is high, To that end, Under Armour shall make reasonable efforts ns may be ‘requested by University to assure that the nature and quality of Under Armour’s use of the University Marks andthe level of quality of its goods and services provided in connection with the University Marks is high and does not detact from the goodwill associated with the University Marks and conforms to the standards for production of goods in the license agreement Geat For Sport, In. has through CLC or University’s curren licensing partner, on behalf of Under Armour 9 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 hereunder, Inthe ‘event University fails to provide Under Armour with atleast iwelve (12) months prior notice ofa University Mack change, University shall pay for any additional costs incurred by Under Armour as a result of applying or changing the new University Mark on the Under Armour Products. University acknowledges thatthe timely delivery of Under Armout Produets to University may be affected by any Inte notice by University of a Univesity Mark change, and such affected delivery shall not enuse Under Armour to be in breach ofthis Agreement, 6. Representations and Warranties. Fach party represents and warrants fo the ether party that: (e) it has the full right and authority to enter into this Agreement, perform its obligations under this Agreement, and grant all of the rights granted by it under ‘his Agreement; (b) this Agreement has been duly executed and delivered on its behalf and is a valid and binding obligetion enforceable ‘against it in accordance with is terms and (c inthe performance ofthis Agreement, it will comply with applicable state, federal, and Jocal laws and regulations, and the rules ofthe Conference and NCAA. 7. Indemnification. Under Armour shall indemnify, defend, and hold harmless University, its respective affiliates, and each of their officers, directors, employees, agen, successors, and assign from and against any and all liiltes, injury, lose, damage, and expenses, including reasonable attorney's fees, for any third party claims brought against University arising ut of or relating to University’s wearing andor use of the Under Armour Products. University shall promptly notify Under Armout of the eaistence of any third party claim, demand, or other action giving rise to a claim of indemnification under this Section 7 ") Under Armour shall have sole contrat of the defense and settlement of the Third Party Claim. University shall rake evailable to Under Armour, a Under Armour's expense, such information and assistance as Under Armour shall reasonable request in connection ‘withthe defense of a Third Party Claim. 8 tot otiation; Right of First Refusal. For the period of time commencing on May 1, 2024 and ending on September 30, 2024 (“Renewal Discussion Period”), University shall meet exclusively with Under Armour o negotiate in good faith the terms ofa renewal ofthis Agreement. Notwithstanding the foregoing, the partes shall not be obligated o enter into a renewal of this Agreement if they cannot mutually agree upon the terms of such renewal, Prior to the expiration of the Renewel Discussion Period, University shall not engage in mectings or negotiations with any third pary regarding product. supply, sponsorship, endorsement, or promotion with respect to Products. Further, fora period of time commencing on Ociober 1, 2024 and encing on ‘March 31, 2025 ("Refusal Period"), Under Armour shall have aright of first refusal with respect to any third party offer University receives with respect Products of any third party ("Third Party Offer”). For the avoidance of doubt, University shall not engage in rectings or negotiations with any thd party regarding product supply, sponsorship, endorsement, or promotion with respest (0 Products prior to October 1, 2024. If University receives a Third Pary Offer durin the Refusal Period, then University shall submit ‘to Under Armour, ina writing identifiable with such third party, the Third Party Offer. Under Armour shall have thirty (30) days fom the date it receives the Third Party Offer from University to notify University whether Under Armour will renew this Agreement on terms at least equal to the material terms outlined in the Third Party Offer. 1f Under Armour notifies University that it will renew the ‘Agreement on such terms, then University and Under Armour shall renew this Agreement on such tems. University shall informa all third parties ofits requirements under this Section 8. 9. in medics, 9.1, Upon Breach by Either Party. A party may terminate this Agreement in the event of material breach of any term or condition ofthis 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 shall provide the breaching party with written notice ofthe breach specifying in reasonable detail the nature ofthe breach. If the breaching party doesnot eure the breach within thirty (30) days ater receipt of the writen noice, the nom-breaching party may immediately terminate this Agreement upon provision af writen notice to the breaching party. 92. tional Te imour. Notwithstanding any other provision of this Agreement, det Armour may immediately terminate this Agreement by providing written notice of termination to University if (a) University's Core Teams are required to wear andfor use Products (excluding Unavailable Products or Products supplied vie Third Party ‘Apreements) that ere not supplied by Under Armour; (b) Under Armour's placement rights with respect to the Under Armour Marks fom the Under Armour Products are materially diminished; (c) if University ceases for any reeson to fcld a NCAA Division I Core Team or a Core Team does not participate for any reason in a complete regular season; (d) if « Core Team is placed on NCAA probation fora complete season tha restricts the Core Team's television appearances or its participation in post regular season games provided Under Armour terminates this Agreement within ninety (60) days of the date that University notifies Under Armour ofthe probation; (e) University, Coaches, Staff or Team members disparage Under Armour or its Products which Under Armour provides ‘redible evidence to University ofthe disparagement and University refuses to provide statements to correc the disparagemect on two (2) or more occasions during a Contract Year; (f) a Head Coach or Core Team member is suspended or otherwise subjected fo major NCAA disciplinary ation; or (g) Coaches, Staff or Tear members fall o wear and/or use the Under Armour Products in breach of 10 {their obligations under Section 4,1 and Section 4,6 provided that Under Armour shall have first issued written notice to University of any such violation ofthese sections, which violation shall then recur during the seme Contract Year. 93. Additional Termination Rights for University, Notwithstanding any other provision of this Agreement, University’ may immediately erminate this Agreement By providing written notice of termination to Under Armour if: (a) Under ‘Armour is adjudicated insolvent or declares bankruptcy; or (6) Under Armour fils to make payment 1o University of any sum due Under this Agreement within sixty (60) days following Under Armour's receipt of notice from University chat such payment is overdue on more than one (1) oceasion in any Contract Year 9.4. Effects of Termination. Except as otherwise set forth herein, upon termination ofthe Agreement, the parties shall immediately discontinue all uses of the other party's marks (Le, the Under Armour Marks or the University Marks a6 the ease me be). Inthe event this Agreement i terminated prior tothe expiration ofthe Term, for a period not to exceed one hundred eighty (180) days after the date of terminetion, unless the Agreement was terminated due to Under Armour's breach, Under Armour may continue to use the University Marks forthe following purposes: (a) agreements with media outlets in existence on the date of termination tht ‘cannot be canceled by Under Armour without penalty; and (b) as an integral part of Under Armour Product packaging materials that fare in Under Armour inventory on the dat of termination or thet are scheduled for delivery under agreements in existence onthe date of termination that canno: be canceled without penalty to Under Armour 10. Miscellaneous, This Agreement contains the entre agreement of the partis to this Agreement with respect to the subject matter ofthis Agreement and shall be deemed to supersede all prior agreemeets, whether writen or oral, and the terms and provisions ‘of any such prior agreement shall be deemed to have been merged into this Agreement. Inthe event of any dspute under this Agreement, the laws ofthe State of Ohio shall gover the validity, performance, enforcement, interpretation and any other aspect of this Agreement, without regard to principles of eonlcts of laws thereunder. This Agreement may only be modified or altered by ‘writen instrument duly executed by the parties. If any provision ofthis Agreement is held invalid or unenforceable by « court of competent jurisdiction, the remainder ofthis Agreement shall nevertheless remain in fall force and effect. The failure of cither party ‘any one or more instances upon performance of any of the provisions of this Agreement orto pursue ise ment shall not be construed as a waiver of any provision or the relingushment of any rights. Subject o all eppliablelawe, the parties gre thai the terms ofthis Agreement are confidential, the parties sll not disclose in any way of o any tir party any terms ofthis Agreement unless mutually agreed to by the partis in writing. University shall not assign its rights or obligations under Agreement without the prior written consent of Under Armour. Under Armour may assign is rights and obligations uncer this ‘Agreement to: (8) an affiliate; or () a party that aequires all or substantially all of Under Armour’ asses. Any assignment in iolation of this Section 10 is void. The relationship of Under Armour and University shall be that of independent contractars. Nothing in this Agreement shall be construed or interpreted as creating a relationship of joint venturrs, principal and agent, or ‘employer end employee under any cieamstances. This Agreement may be executed in two (2) counterparts, each of which shall be deemed an oxiginal but both of which together shall constitute one and the same Agreement. The signatures of the pares may be Aelivered by facsimile or as an imaged document, in PDF, TIFF or JPEG forma, and if delivered by facsiile or imaged document, ssid executed documents may be considered originals forall purposes. 11. Notices. All notices, requests, or other communications required to be given under thie Agreement or which the parties may desire give under this Agreement shall be in writing and (a) hand delivered personally or delivered by @ national courier, (b) sent by facsimile transmission ifthe transmitting party receives confirmation of suecessful transmission or (c) addressed and sent by certified il, postage prepaid and return receipt requested tothe parties as follows: [eto Under Armour: ft University: Legal Deparment Mr. Mike Bohn ‘Under Armour, Ine Director of Athletics, University of Cincinnati 1020 Hull Steet Richard E. Lindner Center Baltimore, MD 21230 2151 O'Varsty Way Facsimile: (410) 246-5922 Cincinnati, OF 45221 Feesimile ‘With copy to: Office of General Counsel, University of Cincinnati 650 University Pavilion 2618 MeMicken Circle Facsimile: (513) 556-3232 If any panty wishes to alter the recipienvaddress to which communications to it are sent, it may do s0 by providing the new ‘information, n writing to the other parties in accordance with this Section LL. All communications addressed in aecordence with this ‘Agreement shall be effective (i) when received, if delivered by certified or registered mall, (i) on the dete on which delivery is made, if personally delivered or delivered by national courier, and (ii) on the date of transmission, iby facsimile transmission IN WITNESS WHEREOF, cach party acknowledges that a duly authorized representative of such party has executed this Agreement as of the date set forth below, and acknowledges that such party has read, undersiands and agrecs to the terms and conditions of this Agreement, UNIVERSITY OF CINCINNATI br, Name_Dr. Sacta One tite _Presidect pe Safi 12 Exhibit Oficial Outfitter Agreement SHIPPING COSTS All Product Allowance orders with express shipping methods will be assessed an increased freight charge to be deducted from the (otal Product Allowance amount, The eight deduction wil be a percentage of the order subtotal and will be structured aecordingly FedEx 3-Day Shipments ~10%6 FedEx 2-Day Shipments — 159% FedEx Overnight Shipments -25% FedEx Overnight Priority Shipments ~35% FedEx Saturday Delivery Shipments — 35% For the avoidance of doubt, University will not be charged for shipping on any Under Armour Product order placed by University that Is shipped via FedEx ground shipping. 13 ExhibicB Official Ousfter Agreement BONUSES Football ‘ehievement Bonus Amount National Champions $250,000. [Bow Game Participant selected by College Football Playof¥ Committee $50,000, ‘Non-College Football Playoff Committee Bow Game Participant | $25,000 Conference Champions $50,000 t Coach ofthe Year '$50,000 For purposes ofthe Football bonus play, a “Bow Game selected by College Footbal Playot Commitee” shall mean the Orange Bowl, Sugar Bowl, Fiesta Bowl, Rose Bowl, Cotton Bowl, or Peach Bowl Men's Basketball ‘Achievement ‘Bonus Amount [Rogular-Season Conference Champions $35,000 Post-Season Conierence Champions $75,000 Conference Coach ofthe Year $15,000. ‘National Coach ofthe Year $35,000. NCAA Tournament Participant $10,000 NCAA Tournament Sweet 16 Participant $10,000, ‘NCAA Toumament Final Four Perticipant $50,000 { NCAA Tournament Champions $200,000, Women’s Basketball Tekievement Bonus Amount ‘Regular-Season Conference Champions $25,000. Post-Season Conference Champions ‘$40,000, ‘Conference Coach ofthe Year $10,000, "National Coach ofthe Year $25,000, NCAA Tournament Parcipant 35,000 NCAA Tournament Sweet 16 Participant 310,000, NCAA Tournament Final Four Participant $35,000. [NCAA Tournament Champions $100,000

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