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FEI UTFITTER AGREEMI THIS OFFICIAL OUTFITTER AGREEMENT ("Agreement") is effective as of July 1, 2015 (“Effective Date”) by and between Under Armour, Inc. @ Maryland corporation (“Under Armour”), and Youngstown State University, located in Youngstown, Ohio 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, University operates an intercollegiate Division 1 Football team, Under Armour desires the right to provide athletic performance products to University's Football program on an exclusive basis, and University desires to wear and/or use such products pursuant to the terms and conditions set forth below. Agreement In consideration of the mutual covenants set forth inthis 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 tions, 11. “Accessories” means all accessories athletic in nature including, but not limited to headwear, wristbands, gloves, socks, and eyewear (including but not limited to sunglasses and protective visors), 1.2. _ “Apparel” means all apparel athletic in nature including, but not limited to protective apparel, game uniforms, practice wear, sideline apparel, rainwear, outerwear, shirts ofall types, shorts, sweatsuits, jackets, pants, warm-ups, and athletic cross. ‘raining apparel 1.3. Coaches" means the head coach and the assistant coaches ofthe Team. 1.4, “Conference” means the intercollegiate athletic conference to which Team belongs. 1.5. “Direct Competitors” means Nike, adidas, Reebok, Russell, New Balance, Puma, Evo-Shield, and Oakley, and cach of their respective parent companies, affiliates, subsidiaries, licensees, successors or assigns to the extent such ent ‘engaged in the manufacture, marketing, and sale of Products. 1.6, “Excluded Products” means prescription eyewear, mouth guards, water bottles, football helmets, shoulder pads, bbusinesswear, Khakis, watches, and Apparel, Accessories, Footwear, and Equipment with the capability of measuring biometric data, 1.7. “Equipment” means sports equipment used by the Team and Coaches including, but not limited to balls (if applicable and subject to Conference and NCAA Rules), heart rate monitors and interactive fitness tools, applications, and platforms, to the extent set forth in Section 4.2. 1.8. “Footwear” means all footwear athletic in nature including but not limited to on-field cleats, and running and training footwear. 1.9. “Head Coach” means the head coach of the Team 1.10. “Products” means the Accessories, Apparel, Equipment and Footwear. 1.11. “Retail Pricing” means Under Armour’s then-current retail pricing for Under Armour Products. 1.12. Staff” means people providing services to the Team including, but not limited to equipment managers and athletic trainers, and support personnel of the Team, and the athletic director and senior administrative team of the University’s athletic department. 1.13. Team” means University's NCAA Division I Footbal team, 1.14." “Under Armour Marks” means certain trademarks and other indicia of origin owned by Under Armour which ‘Under Armour provides to University in writing for use in accordance herewith 1.15. “Under Armour Products” means the Products provided by Under Armour to University for use by the Team, Coaches, and Staff bearing the Under Armour Marks or other Under Armour indicia of origin 1.16. “University Marks” means certain trademarks and other indicia of origin owned by University which University provides to Under Armour in writing for use in accordance herewith, 1.17. “Wholesale Pricing” means Under Armour’s then-current wholesale pricing for Under Armour Products, 2. Term, The term of this Agreement commences on the Effective Date and continues until June 30, 2021 (“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) successive months commencing on each July 1 and ending on the following June 30 during the Term. 3. 's Obligati iversi 3.1, Product Allowance. Under Armour shall provide University with Under Armour Produets in each Contract Year as follows (“Product Allowance"): ‘The Product Allowance shall be valued at Retail Pricing. University shall specify the quantity, type, and size of Under Armour Products to be provided by Under Armour to fulfil the Product Allowance and shall notify Under Armour ofthe same in writing. The ‘cost of shipping the Under Armour Products from Under Armour to University will be charged against the Product Allowance. University acknowledges that all orders placed by University for Products must be placed in accordance with Under Armour’s then- current terms and conditions for Product orders, and University shall be responsible for ensuring its Staff's compliance with NCAA. rules and regulations in conjunction with thelr placement of Product orders with Under Armour. 32. Additional Products. if in any Contract Year University requires addtional Products for use by the Team, ‘Coaches, or Staff beyond the Product Allowance for such Contract Year, University shall purchase any and all such Products from Under Armour at Wholesale Pricing, and stall not puchase such additional Products from aay third party. If in any Contract Year University requires additional Products for any Coach ce University operated football camp, clinic, or other footballeated event, University shal purchase any and all uch Products from Under Armour at Wholesale Pricing, and shal ot purchase uch additonal Products from ay third party 3.3. Performance Bonuses, Under Armour shall pay University bonuses based on the Team's performance in each Contract Year as follows: (i) inthe event the Team makes the FCS playoffs, Under Armour shall pay Univesity 008 an (i inthe event the Team wins he FCS Championship, Under Armour shall pey University Mech, « “Bonus. For the avokdmnce of doubt the Bonses shall be nr-cumultve Gy wey ofexamle, in the evet the Team both mekes the FCS playoffs and wins the FCS championship, University shal receive a Hones cf SMMMMIIRID Any Bonuses cared by University hereunder shell be paid within say (60) dye following Under Armour’s recip of invoice from University 4 versity’ r: 4.1. Coaches, Staff, and Teams. University hereby grants Under Armour the exclusive right to supply the Team, ‘Coaches, and Staff (inclusion of Staff limited to Football evens or activities only) with the Products, and University will require the Coaches, Staff, and Team to wear and use the Under Armour Products exclusively for: (a) all Team activities, workouts, practices, ‘games or other competitions, and football camps or clinics operated by University or its Coaches; (b) Team athleti-related photographs (whether still or moving); and (c) at interviews or pres conferences, public appearances, during any Coaches’ shows, and when speaking for or acting asa representative of the Team. University shall not allow Coaches, Saff (inclusion of Staff limited 10 Foosball events or activities only, or Team to wear and/or use any Products provided by any third party. Universy shall not ‘authorize any Coach, Staff (inclusion of Staf¥ imited to Football events or activities only), or Team member to, eater into an agreement for the purchase, gift, sponsorship, exchange, promotion, endorsement, or advertisement of any Products with respect to the ‘Team, Coaches, or Staff (inclusion of Staff limited to Football events or activities only) or any of the Team's Football only facilities. Further, University shall not authori2e any Coach or Staff (inclusion of Staff limited to Football evens or activities only) or Team rember to endorse, promote, or advertise third party if) the third panty manufactures, distributes, advertises, promotes, or sells 2 Products or (ithe term “Armour,"“Armar,” or any tem confusingly similar thereto i used in connection with the third party's name or its products or services, unless otherwise approved in advance by Under Armour. University shall not sponsor, co-sponsor, or endorse any competitor or any Products of any third panty at any Coach or University operated football camp, clini, tourament, or ‘other football event. 4.11 Excluded Products. For the avoidance of doubt, Excluded Products are not included inthe definition of Products, and therefore, Coaches, Saf, and Team members may wear and use the Excluded Products of a third pery non-Direet ‘Competitor during the Term 42, Sports Equipment. In the event that the Coaches, Team, or Staff members require Equipment that is unavailable through Under Armour, the Coaches, Team, or Staff members may use third party Equipment item(s) provided tha: (a) such third party is not a Direct Competitor, (b) nether University nor any Coach, Staff, or Team member shall endorse, sponsor, promote, or advertise such third party Equipment, and (c) University will use best efforts to ensure that any third party non-Direct Competitor branding is completely covered on any thi party Equipment. If at any time during the Term Under Armour has business plans to provide any Equipment that it previously did not provide, then Under Armour shall give University prior written notice of the Equipment Under Armour intends to provide. Once Under Armour provides the previously unavailable Equipment, such Equipment shall be deemed to be included in the definition of “Products” and covered by the applicable terms set forth herein, and University ‘shall no longer be permitted to source such Equipment from a manufacturer other than Under Armour. Thereafter, Under Armour shall make such new Equipment available to University pursuant to Section 3.] above. 4.3. Limitation of Liability and er 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 EXCEPT FOR THE ADJUDICATED GROSS NEGLIGENCE OF UNDER ARMOUR. EXCEPT TO THE EXTENT SET FORTH IN THE PREVIOUS 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. IN ADDITION, 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. 4.4. Appearances by Head Coach. In connection with the endorsement and promotion of the Under Armour Products and/or Under Armour, upon reasonable prior notice and subject to Head Coach's coaching obligations and Conference rules, Head Coach shall be available for ane (1) day 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 {0 utilize Head Coach for any personal appearances or production activites. Under Armour is hereby granted the Fight to use the Head Coach's rights of publicity, as allowed by Conference rules, including, but not limited to Head Coach's name, signature, nickname, Yoice, photograph, or likeness in connection with such materials, as wel asin connection with Under Armour and the Under Armour Products. Subject to Ohio’s Ethics Laws, Under Armour shall pay all reasonable and necessary transportation, mesl, and lodging ‘expenses of Head Coach in connection with the activities set forth in this Section 4.4. During any personal appearances by Head Coach, Head Coach shall wear the Under Armour Products 4.5. Visibility of Under Armour Marks. 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, or change any Products (including, but not limited to the Under Armour Marks and/or covering the Under Armour Marks) or add the name, trademark, tradename, service mark, logo, symbol, design, or identification of any third party unless required by the Conference or NCAA, unless medically necessary to do so (which shall require a written letter from an independent physician in each instance). Unauthorized “spatting” and/or taping of Products by any Team member, Staff member, and/or Coach shall be inconsistent with the Purposes of this Agreement, and shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, in addition to {ny other rights or remedies Under Armour may have, in any Contract Year in which a Team member “spats,” tapes, or obscures ay Products, Under Armour shall have the right to reduce the Product Allowance in such Contract Year as follows: For the avoidance of doubt, successive reductions shall be cumulative (e.g, 3,occurrences would result in the Product Allowance being reduced by a total of $MM. Under Armour recognizes that current NCAA rules (bylaw 12.5.4) govern the size and occurrences of a manufactures or distributor's trademarks on all Products wom by members of the Teams. Subject 10 Section 9.2, Under Armour is subject to any changes in such legislation during the Term. 46. — Promotional Opportunities and Privileges. University hereby grants Under Armour the following, promotional ‘opportunities and privileges at no cost to Under Armour. 4.6.1 Offical Designation. University hereby grants Under Armour the official designation of “Official Outfitter of ‘Youngstown State Football” University shall use its best efforts to refer to Under Armour by such official designation in all appropriate settings and situations. The parties may, from time to time, mutually agree in writing +o additional official designations, 4.6.2 Tickets and Parking Passes. If Under Armour requests parking arrangements for any or all of the Team's home ‘games, then University shall make such parking arrangements for Under Armour. University shall supply Under Armour with eight (8) best-available tickets to the Team's regular season home games. Further, University shall supply Under Armour with eight (8) tickets to any post-regular season game in which the Team participates. 4.63 Marketing Materials, Under Armour shall be recognized by the official designation set forth in Section 4.6.1 on any University website, in any University publication, and in any University advertisements or promotional material that relate to the Team including, but not limited to schedule cards, posters, calendars, newsletters, and camp brochures. Without limiting the foregoing, above the fold, University shall place the UA. logo on the Team's hhome page and a hypertext link ffom such home page to the Under Armour web site (subject tothe approval of Under Armour pursuant to Section 5.1). 4.64 On-Field Signage. Under Armour shall receive a minimum of of (I) permanent sign and (3) three banners to be supplied by Under Armour and coordinated with University with a television view (if applicable) to be displayed at each home game of the Team, the content and design of such banners shall be determined by Under Armour in its sole discretion. Under Armour shall be responsible for providing the banners or signs to be so displayed. 4.6.5 Video Board Advertisements. If there are video boards at the location where the Team plays its home games that have such capability, Under Armour shall receive four (4) video board announcements during each home game of the Team, The content and design of such advertisements shall be determined by Under Armour and University. 4.66 Announcements and Other Advertisements. If the venue where the Team plays its home games has such ‘capability, Under Armour shall be recognized by the official designation outlined in Section 4.6.1 by four (4 public address announcements during each home game of the Team, Further, Under Armour shal receive: (a) one (1) full age advertisement in the media guide for the Team; and (b) one (1) full page color advertisement in each game program forthe Team. The content of such advertisements shall be determined by Under Armour and University. 46.7 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) social media posts per Contract Year (one (1) per quarter). ‘The content of such posts shall be mutually agreed upon by the parties in advance. 468 Game Photozraphs 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 Team's games subject to applicable NCAA and Conference rules to promote the Under Armour Produets and its relationship with the Team, 5.1. Under Armour Grant of License. Under Armour hereby grants to University a royalty-free, non-exclusive, ited, non-transferable license to use the Under Armour Marks to promote the relationship between Under Armour and Team including, but not limited to Under Armour being the “Official Outfitter of Youngstown State Footbal.” 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 to approve all proposed uses of the Under Armour Marks by University. Under Armour shall not ‘unreasonably withhold, condition, or delay approval of such intended uses of the Under Armour Marks. If Under Armour does not approve oF disapprove a request for approval in writing within ten (10) days of receipt thereof, such materials shall be deemed disapproved. If Under Armour disapproves any materials submitted by University, Under Armour shall provide University with written 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 shall not do anything inconsistent with Under Armour’s ownership ofthe Under Armour Marks, 4 52. University Grant of License. University hereby grants to Under Armour a royalty-free, non-exclusive, limited, ‘non-transferable licens to use the University Marks to promote Under Armour, the Under Armour Products and relationship between, Under Armour and Team including, but not limited to Under Armour being the “Official Outfitter of Youngstown State Football” All such use ofthe University Marks by Under Armour shall conform to Conference and NCAA rules. Under Armour shall submit to University and 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 ofthe University Marks, If University does not approve/disapprove a request for approval in writing within ten (10) days of receipt thereof, such materials shall be deemed disapproved. If University disapproves any materials submited by Under Armour, University shall provide Under Armour with written reasons to why such materials were disepproved. Use of the University Marks by Under Armour and the goodwill associated therewith shall inure to the benefit of University. University owns allright tile and interest in and to the University ‘Marks, and Under Armour shal not do anything inconsistent with University’s ownership of the University Marks. 53. ity 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 of its 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 that the nature and quality of Under Armour’ 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, 6. __ Representations and Warranties. Each party represents and warrants to the other party that: (a) it has the full right and ‘authority to enter into this Agreement, perform its obligations under this Agreement, and grant all ofthe rights granted by it under this ‘Agreement; (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 state federal, and Jocal laws and regulations, and the rules ofthe Conference and NCAA. In addition to the foregoing, University represents, warrants, ‘and covenants to Under Armour that there are no promotional, licensing, or sponsorship agreements or any other agreements to which University any Coaches, or any Staff member is a party which would preclude the conveyance of, or materially impair, the rights intended to be conveyed to Under Armour under this Agreement, and University shall not enter into or authorize any such agreements during the Term. 7. Indemnification, 7.1. Indemnification by University. University isan institution operated pursuant 1 authority conferred by the State of Cio, anda a sate institution, pursuant othe constitution of the State of Ohio, t may not lend or give credit ofthe State or otherwise agree 10 provide indemnification. University, to the extent permitted by Stale of Ohio law and decisions thereunder, shall be responsible for any personal injury and propery damage which is solely atributable to the negligent acts or omissions of the University, is officers or employees while acting within the scope oftheir employment, asset forth in Ohio Revised Code Section 2743.02, Nothing in his provision shall be construed oF interpreted a a waiver of sovercign immunity of the Univesity or the State of Ohio beyond the waiver provided in Ohio Revised Code Section 2743.02. 72. Indemnification by Under Armour. Under Armour shall indemnify, defend, and hold harmless University, its respective affiliates, and each of their officers, directors, employees, agents, successors, and assigns from and against any and all Hiabitities, injury, loss, damage, and expenses, including reasonable attomey’s fees, for any third party claims brought against University arising out of or relating to: (a) infringement ofa third party's intellectual property right in connection with University’s use of Under Armour's Marks in accordance with this Agreement; (b) the breach by Under Armour of any representation, warranty, ‘covenant, or ather obligation of Under Armour under this Agreement; or (c) the negligence ot willful misconduct of Under Armour. 73, Notification, Each party (*Notifving Party”) shall promptly notify the other party (‘Indemnifying Party”) of the existence of any third party claim, demand, or other action giving rise to a claim of indemnification under this Section 7 (“Third Party Claim”). The Indemnifying Party shall have sole contol of the defense and setlement of the Third Party Claim, provided that in the event Under Armour isthe Indemnifying Party: (8) University has approved such settlement or judgment in advance, which approval shall not be unreasonably denied, (b) the Ohio Attorney General chooses or approves in writing ihe counsel selected by Under Armour to defend such claim, and (¢) the Ohio Attorney General approves in advance and in writing the setlement of all Claims. "The Notifying Party shall make available tothe Indemnifying Party, a the Indemnifying Pary’s expense, suc information and assistance ‘as the Indemnifying Party shall reasonable request in connection with the defense of a Third Party Clim, 8 irst Negotiation: i |. University shall meet exclusively with Under Armour to negotiate in ‘200d faith the terms ofa renewal ofthis Agreement. Notwithstanding the foregoing, the partes shall not be obligated to enter info a renewal ofthis Agreement if they cannot mutually agree upon the terms of such renewal. ‘University shall not engage in meetings or ‘negotiations with any third party regarding Product supply, sponsorship, endorsement, oF promotion with respect to Products forthe ‘Team until January 1, 2021 (“Exclusive Negotiation End Date"), Further, for the period commencing on the Exclusive Negotiation End Date and continuing until the expiration of the Term, Under Armour shall have a right of first refusal with respect to any bona fide third party offer University receives with respect to Products of any third party (“Third Party Offer”). For the avoidance of doubt, University sall mot engage in meetings or negotiations with any third party regarding product supply, sponsorship, endorsement, o7 ‘promotion with respect to Products until the Exclusive Negotiation End Date. If University receives a Third Party Offer, then ‘University shall submit to Under Armour the Third Party Offer in a writing identifiable with such third party. Under Armour shall hhave fifteen (15) days from the date it receives the Third Pasty 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. If Under Armour notifies ‘University that it will renew the Agreement on such terms, then University and Under Armour shall renew this Agreement on such terms. University hall inform all third partes ofits requirements under this Section 8, University may request tobe released from its ‘obligation to ener into an agreement with Under Armour under the right of fist refusal terms ofthis Section 8, however, Under “Armour may deny such release in is sole discretion 9. Termination and Remedies. 9.1. Upon Breach by Either 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 shall provide the breaching party with written notice of the breach specifying in reasonable detail the nature ofthe breach, Ifthe breaching party does not cure the breach within thirty (30) days after receipt ofthe written notice, the non-breaching party may immediately terminate this Agreement upon provision of written notice to the breaching party 92. Additional Termination Rights wder Armour. Notwithstanding any other provision of this Agreement, Under Armour may immediately terminate this Agreement by providing written notice of termination to University if (a) Team is required to wear and/or use Products that are not supplied by Under Armour; (b) Under Armour’ placement rights with respect to the Under Armour Marks on the Under Armour Products are diminished; (cif University ceases for any reason to field a NCAA Division 1 Football team or the Team does not participate for any reason in @ complete regular football season; () ifthe Team is placed on NCAA probation; ¢) University, Coaches, or Staff or Team members disparage Under Armour or its Products; () Coaches, Staff, or ‘Team members commit any act or are involved in any occurrence which in the sole but reasonable discretion of Under Armour reflect unfavorably upon Under Armour or its Products; (g) Coaches, Staff, or Team members fail to wear and/or use the Under Armour Products in breach of their obligations under Section 4.1 and Section 4.5; or (b) a Team member “spats” or intentionally covers the ‘Under Armour Marks on the Under Armour Products in violation of Section 4,5 on atleast two (2) occasions. 9.3. Effects of Termination. Except as otherwise set forth herein, upon termination ofthis Agreement, the parties shall immediately discontinue all uses of the other party's marks (ic, the Under Armour Marks or the University Marks, as the case may be), In the event this Agreement is terminated prior tothe 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 forthe 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 date of termination or tbat are ‘scheduled for delivery under agreements in existence on the date of termination that cannot be canceled without penalty to Under Armour. 10, Miscellaneous. This Agreement contains the entire agreement of the parties 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, an the terms and provisions of any such prior agreement shall be deemed to have been merged ito this Agreement. In the event of any dispute under this ‘Agreement, the laws of the State of Ohio shall govern the validity, performance, enforcement, interpretation and eny other aspect of this Agreement, without regard to principles of conflicts of laws thereunder. This Agreement may only be modified or altered by ‘written instrument duly executed by the parties. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall nevertheless remain in fll force and effect. The failure of either party to insist in any one or more instances upon performance of any of the provisions ofthis Agreement orto pursue is rights under th Agreement shall not be construed as a waiver of any provision or the relinquishment of any rights. University shall not assign its Tights or obligations under this Agreement without the prior written consent of Under Armout. Under Armour may assign its rights and obligations under this Agreement to: (=) an afiliat; or () a party that acquires all or substantially all of Under Armour’ assets Any assignment in violation ofthis Section 10 is void. The relationship of Under Armour and University shal be that of independent contractors. Nothing in this Agreement shall be construed or interpreted as creating a relationship of joint venturers,prinipal and agent, or employer and employee under any circumstances. This Agreement may be executed in two (2) counterparts, each of which stall be deemed an original but both of which together shall constitute one and the same Agreement, The signature ofthe parties may 6 bbe delivered by facsimile or as an imaged document, in PDF, TIFF or JPEG format, and if delivered by facsimile or imaged document, said executed documents may be considered originals forall purposes. 1 Notices. All notices, requests, or other communications required to be given under this Agreement or which the parties may desire to give under this Agreement shall be in writing 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 or registered mail, postage Prepaid and retum receipt requested to the parties as follows: ‘to Under Armour: Mfto University: Legal Department ‘Youngstown State University Under Armour, Inc. Athletic Department 1020 Hull Street One University Plaza Baltimore, MD 21230 ‘Youngstown, OH 44555 Facsimile: (410) 246-5922 Attn: If any party wishes to alter the recipienvaddress to which communications to it are sent, it may do so by providing the new information, in writing, tothe other parties in accordance with this Section 11. All communications addressed in accordance with this Agreement shall be effective (i) when received, if delivered by certified or registered mail, (i) on the date on which delivery is made, if personally delivered, and (ii) on the date of transmission, ifby facsimile transmission. 12, Confidentiality. The parties agree that the tems of this Agreement are confidential and except as required by applicable lav, the partes shall not disclose in any way orto any third party any terms ofthis Agreement unless mutually agreed toby the partis in writing. The pares wil matually coordinate the content and release of any public statements or announcements regarding this ‘Agreement andor the relationship berween the paris. IN WITNESS WHEREOF, each party acknowledges that a duly authorized representative of such party has executed this Agreement as of the die set forth below, and acknowledges that such party has read, understands and agrees (othe terms and conditions ofthis Agreement. YOUNGSTOWN STATE UNIVERSITY py Mane PVM Name_Neoe 1. meNacey 2» VP Finance Date__}-15 1S _

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