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Docusign Envelope IO: €4828210-ECC8-AFOT-9485.2A51SD7S4DI6 | | | ‘TEAM AGREEMENT ; ‘This Tgam Agreement (this “Agreeient") is entered into between adidas America, nc, an Oregon corporation (“adidas”), and Missouri State University (“School”), This Agreement is [effective as July 1, 2019 and ending on June 30, 2026 (See Section 10 regarding Ferm), RECITALS A, Schoo! fields athletic teams and programs in Baseball, Men's Basketball,/Football, Men's, Golf, Men's Soccer and Men's Swimming & Diving. Women's Baskélball, Women's Cross Country, Women’s Golf, Women’s Soccer, Softball, Women'y Swimming & Diving) Women's Tennis, Women's Track & Field and Women’s Volleyball, Women's Beach Volieyball and Spirit Squad (cach, a “Team”) and retains and suppers the coaches, staff and student athletes in connection therewith (collectively, the “Tem nts"), i I i P adidas designs, manufactures, distributes, and sells athietic footwear, aparel and related | accessories and equipment through its Team Direct Sales Program (ihe “adidas Team | Prograrh"), the terms and conditions of sale are updated periodically in the adidas ‘Team. Sales Catalog. ‘The products included in the adidas ‘Team Program infelude Footwear Products and Non-Footwear Products (each as defined in Section | belowy) (collectively, |} “adicas Products"), adidas wishes to support School and its athletic teards and programs by, as nhove specifically described in this Agreement, supplying adidas Prdducta to School i under the adidas Team Program, IC. School vishes (o acquite and use adidas Produets under the adidas ‘Teafn Program and consistent with helms of this Agrcment [The parties apg a Follows: | AGREEMENT | adidas Protucts. 1.1, Footwear Products. During the Term, School agrees to purchase 4didas Footwear Products directly trom adidas for ‘Tern Participants’ use in accofdance with the fdas Team Program (45% of MSRP / 30% off MSRP for all riteam footwear oducts). “Footwear Products” means all footwear for Team Paftcipants forall | [ream events, including competition, practices, taining, coaching, avel, recruiting ind media engagements, ! 12. Apparel, Custom Uniforms, Accessories and Equipment, During tile Term, School igrees to purchase, directly from adidas, Non-Footwear Products for Team } “arlicipants' use in accordance with the adidas Team Program (50% off MSRP for i ll apparel) for Team Participants’ use in each case for all Team events. "Non- ! i Products” means all apparel, uniforms (including cugom uniforms), : ess0ties, equipment (including travel bags, headwear, socks, wriftbands, gloves, watches, eyewear, hard goods, and inflatables) inelided in tht adidas Team i Program, but excluding Footwear Products. 1 ‘Dacusign Envlopa ID: £4828210-8CC0-4FO1-9486-3ABTEO7SEDIS 13, Varranties, adidas shall not be Uisble for any injury or damage sufered by ‘Sthool or Team Participants from wearing or using adidas Producls, and School hereby expressly knowingly and itrevocably waives al such liability, except to the cektent sueh injury or damage is caused by adidas’s gross negligahee of willful misconduct. ALL GOODS PURCHASED OR OTHERWISE AGQUIRED BY SCHOOL PURSUANT TO THIS AGREEMENT ARE TRANSFERREDAS- IS. ADIDAS HEREBY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF JERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IND ‘THOSE THAT MAY ARISE BY COURSE OF DEALING, COURSE, IF PERFORMANCE OR USAGE OF TRADE. 14 Schoo! will provide written purchase orders to adidas (*Ordés”) from time time. An Order is not considered accepted by aclidas un ides Products afe shipped or until adidas sends an acknowledgement. 15. All Orders, including those of adidas’ licensees, are FOB adidas (FOB shipping point for all domestic shipments and FOB port for direst shipments). Skhool assumes all risk of oss upon delivery of Products to Sehdpl or School's resentation at the FOB point, In the event of any conflict betwekn this Section afte ‘Agreement and any Order, invoice, or other communication Hetween adidas afd School now exist sreement shall prevail. Exclusive Use. 2.1. Athletic Activities. foot ‘ail ‘Team Participants) exclusively uses and wears agidas Products dhenever engaged in any Team event and any other athletic acti sich attire is appropriate, including games and practice sessions, lotion picture or video tape, posing for photographs, and pprticipating in camps or elinies. i 22, ng. School shall not permnit any Team Patan xy fh pen to “pat”, obstruct or alter adidas’s logos and marks in any way. Exceptions tb this Section 2 require written approval by adidas License. School hereby grants to adidas the right and license, during the 'V'erm nd at all times thereafier to}the extent necessary for adidas” lawful business purposes, to use School's name and trademarks worldoide in connection with the development, promot advertising and sale of adidas Products, School shall not grant any comparat other person|or entity if the other person or entity is engaged in any business o adidas. Thi§ license includes the right to use School's name, nickname, initia likeness, image or facsimile image, video or film portrayals and any other mez School's use of adidas Products in connection with, but not limited to, telev advertisemehts, print advertisements, advertiscments on any public or private. mnpetitive with Is, photograph, of expressing ion and radio in-line service | 2 DocuSign Envelope ID: £482821-8CC9-4F0t-0485-3A5150734016 OF the Intefnet, catalogs, posters, billboards, building murals, video or augio promotional production$, promotional or marketing appearances, and hang tags and other ip-store displays, School aekhowledges that no royalty shall be paid on adidas Products provided by adidas to School's Tyams and Team Participants under this Agreement, In addition}to the provisions already stated in Section 3, for avoidance of Term of this Agreement, School acknowledges and understands that School shall not grant any license, peimission, or right of any kind to Nike or Under Amour, or anyfof their parent compeinics, pubsidiaries, affiliates, or other related entities, which are currently existing or may be created. Promotionpl Merchandi 4.L. Merchandise Provided if Purchase Minimums Met, During the ‘Tdim, adidas will rovide Schoo! with merchandise listed in Section 4.2 below, durifig cach School car (defined ag July 1 through June 30) of the Term, contingedt upon School jchieving and maintaining minimum annual purchase volumes of $4 50,000 (which includes custom uniform purchases directly through the adidas ‘ealn Program). If hoo! fails to comply with minimum purchase requirements, School will pay ididas cash compensation equivalent to the sales shortfall 4.2. Promotional Merchandise for Each School Year. For each School Year, uring the ‘Term, adidas shall provide the following types and values qf Promotional Merchandise: thletic Director's Promotional Allotment (Product ut Contract Year | = 2019720: ‘Contract Year 2 — 2020/21; [Contract Year 3 —2021/22:_ ‘Contract Year 4 — 2022/23 | Contract Year 5 Contract Year Jn Campus Bookstore and/or Retail Sales (Per Contract Year) | _ Retail Sales Promotional Allotment to Athletic Department (MSRP) |_ (per conttact year) (non-cumulative produ at retail valuc) a $100,000 + $149,999 | $10,000.00 $150,000 1$199,999 $15,000.00 ‘DoouSign Envelope ID: £4826210-8009-4F9T-0486-3ASISO7S4D16 Jes | F $200,00 | $400,000 249,999 | moo ~~*C*C*«s:t*«<‘*@S ‘$250,006 -$299,999 | 7 ‘$25,000.00 1 ~ $300,00 $349,000 a 30,000.00 , $350.09 $399,00 aoe $35,000.00, | $40,000.00 Athletic Department Wholesale Purchases (per contract yest) Retail Allotment th Athletic Departmeht (cumulative product ef retail value) | ~# These dollars will be awarded at the beginning: of each calender year | $350,000 - $399,999 $25,000. _ | 8400,000- $449,995, $30,000.00 I | $450,000 - $499,999 i $30,000. I $500,000 - $549,999 sh E | $550,000 - $599,999 __ $35,000.0} carried from one School Year to the next. Cash Bons Incentive Compensation, adi i amounts jj | Year ‘Men'd Basketball | “Dna Mera ‘means promotional merchandise orders from the adidas Team. Sales Catalog. Any Promotional Merchandise allotments exchide any prodhict provided by third pafty vendors or licensees including Agron, Saranac, HPS, and any éther vendors or | || _Hicensees authorized by adidas, Unused Promotional Merchandise amount as of $:00 PM i EST May 30, are forfeited by School. As a result, Promotional Merchaidise cannot be ! ias shall provide Schoo! the follpwing bonus ‘any School Year if School achieves the applicable goals during shich School ! Goliege Basketball NCAA Champions | $300,000 a | erate fe iat Collede Basketball Final Four Partie ¥150,000 |* ‘Sweet[Sixteen Appearance aH ay] | $50,000 Missobri Valley Conference Tournament ‘Champions | $70,000 DDocusign Envelope ID: £482821D-6008-4F81-S486-3ASISO724D16, hofthe Vear—National $25,000 i Coach ofthe Year~ Conference = 35,000 i | Wonien's Basketball - ! College Basketball NCAA Champions “| $150,000 Colle Baskertbal Final Four Paiicipation $75,000 | Sweel Sixteen ‘Appearance 325,000 | Missquri Valley Conference Tournament Champions $5,000 | Coach of the Year — National | $25,000 || y ‘Coacl} of the Year ~ Conference | $3,000 Incentive Compensation» Product. aids shal provide School the fllovjing bonus ‘mounts if the form of product, any Schoo! Year if School achieves the applicable goals during sudh Schoo! Year. i ‘+ Adminjwill receive $5,000 retail product for winning MVC All-Sport Trophy Olympics Spolts + Any Te|m (5 or more student athletes) qualifying for NCAA Post Season lay will | receive .o00 @ retail in product. + Any Cofference COY will receive $2,000 @ retail in product ascball/Softball Progran will receive $5,000 @ retail product for participating in the NCAA Toumament (Regiontis) + Prograry will receive $10,000 @ retail product for participating in the NC; Toumathent (Super-Regionals) + Progran will receive $15,000 @ retail product for participating in the Collbge World Series ‘+ Progra} will receive $20,000 @ retail product for Winning the National Championship A I program wl recive 85,000 @ retain pout for participating in the NCAA ent I program will receive an additional $10,000 @ retail in product for ting in the Sweet Sixteen pactii DDocusign Envelope ID: £4828210-8C09-4F91-2486-3ASISO734015, 7\| Marketing| Benefits, In all media and methods of communication listed bel identify adfdas as the School's exclusive athletic footwear, apparel, and || permitted td advertise its products, | Football * Adidas logo placement in all sports related publications and game day pro} Adidas logo placement on all collateral materials used to promote Missout Stadium Signage Basketball program will receive an additional $25,000 @ retail in produet participating in the Final Four Head Hasketball Coach will receive $2,500 @ retail in product for being Conference Coach of the Year Basketball program will reccive $5,000 @ retail in produet for partic) Tournament an additional $10,000 (@ retail in produ participating in the Sweet Sixteen Baktal program will receive an additional $25,000 @ retail in product participating in the Final Four Head Basketball Coach will receive $2,500 @ retail in product for being Canferdnce Coach of the Year Footbal} program will receive $25,000 @ retail in product for ‘Championship ing Nah Conch gf the Year for jamed in the NCAA for for jammed Hional Head Fpotball Couch will receive $5,000 @ retail in product for being “ Conference Athletids; including, but not limited to scheclules, posters, camp brochur clinics ‘The optfon to include a flyer/brochure provided by adidas, into the Missou} ticket hlder mailings free of charge. adidas Ipgo on press conference backdrop “ootball Facility: ‘© (adidas corporate logo sign within football stadium: TBE) © (1) rotating tr-vision sign ‘© Goal post donuts Basketball © (1) lighted courtside sign oceer/Vllcyball Complex: Signage where appropriate aseball/Sofiball Complex: Outfield wall / Premium location \didas link on Missourt State website, https:/imissouristetebeurs. co} \didas as ‘Official Corporate Sponsor’ /, School shall eessory brand rams State lund coaches Hi State season listing DocuSign Envelope ID: E4828210-6009-4F91-9466-2AS1SOTH4O1S Public Adres *" GPA Announcements dering each atletic home ges isting aides 2 supplie}/outfitter of Missouri State Athletics = Qi oflicial|supplier/outfitter of Missouri State Athletics | Direct Mail Ingerts/E:mail Blasts = Allow ‘copy aufd content, Adidas to pay for cost of flyer, = Grant Aunouncements Board Announcements during each athletic home pame listing idas to include (2) direct mail inserts for Athleties por year. Adi lidas access to your email database for Missouri State Athletics fot the official ddides as the as to provide up to (4) email bjasts per year. Adidas to provide copy and content. The intent will be to promote adidas! Missouri State licensed merchandise outlets. School will approve design, School will distribute content, LM & W Basketball & Footbal Head Coach will make (1) adicas-sponsored appeardnees per Vrillen notice will be provided to Head Coach (30) days in advan | * Schedule Permitting: Head Coach will make (1) adidas-sponsoved Online/Bocial Network | appearance per year. Written notice will be provided to Head Coach (14)idays in | advancs., | Season Tickets + Men's and Women’s Basketball Season Tickets ~ (6) tickets ond (2) parkidg passes fice of char + NCAA Basketball Tournament: Offered up to (4) game tickets (per sessiog) — upon request | free of + Football Season ‘Tickets — offered up to (8) season ticket packages / (2) pagking passes fee of charge, upon request | + Football Road Game Tickets — offered up to (4) road tickets per game, Ufon request, + Football Bow! Game: Offered up to (8) bow! game tickets ~ free of charge! Upon | request. | ‘+ Baseball: adidas offered up to (4) post-season/CWS game tickets (per sessjon) ~ upon request | 8] Representations and Warranties. Fach party represents and warrants that duch party (i) is not pany tol any agreement, contract or understanding, whether oral ot writfen, that would prevent, limit or hinder the performance of any of ils obligations under this Agreement; and Gi) has the|due and proper authority to enter into and perform its obligatipns under this Agreement. ‘Term and Termination, ‘Term, This|Agrecment shall remain in effect from July 12019 and until June 3D, 2026, unless sooner terminated pursuant (othe terms of this Agreement (the "Tcrm") 9.1, ‘Termination for Cause, jarty materially breaches this Agreement and, if such breach is cura wuse, Bither party may terminate this Agreem | 7 int if the other le, fails to cure DDoeusign Envelope ID: £4828210-8009-4F91-0486-3ABISD734015, l | [such breach within 30 days of written notice from the non-breaching party. The 1 ties acknowledge and agree that the breach of Section 2.constiiltes an incurable witerial breach of this Agreement. | adidas may, in its sole diseretion, reduc i Promotional Merchandise described in Section 4 by 50% o1 | .greement if (a) one or more cozches, Teams or players are suspen pubject to material disciplinary action by the NCAA, including ction that liits the Team's competitiveness or reves the amount of terminate this or otherwise 93 Merchandise. The second offense will ‘romotional Merchandise or termination of the Agreement. ‘The incur a 100% reduction in the amount of Promotional Merchandi I or termination i pf the Agreement, at adidas’ sole discretion. Any reductions i the amount of breach occurs in the final year of this Agreement, in which case t ' ‘cour in the current School Year or in the first renewal year, The } ‘he deduction in the current School Year or the first renewal year i adidas, 9.4. fleet of Terminal ival. The right of termination under thfs Agreement is 01 exclusive and is in addition to any and all other rights and remedies available f the parties under applicable law. ‘The termination of this A lieve a party from liability for a prior breach ofthis Agreement. [The provisions -spiration or termination of this Agreement, inel turvive the expiration or termination of this Agreement, 10) Rights of First Dealing and First Refusal. 10.1. Fitst Dealing, Beginning not less than 60 days before the end of the Term and rough the end of the Term, the parties shall meet and negotiate id good faith the i newal of this Agreement ("First Dealing Period”). The pavtits shall not be ligated to enter into an agreement if they cannot settle on muthally agreeable ms during the First Dealing Period. During the First Dealing Perip, Schoo! shall i jot, and Schoo! shall not permit its agents, attomeys, accountants, representatives ‘employees to, engage in any discussions or negotiations with ang third pasty for ny agreement oF arrangement involving, in whole or in part, tif same subject DDocuSign Envolope ID: £4828210-6009-4F01.0486-3A5150734016 12. 10.2, (First Refs ‘a third party without first giving adidas an opportunity to enter info an agreement jwith School for such rights on the third party terms and conditions, kneasured solely e terms which are material, measurable and matchable (“Third Party Terms”) uA na. ‘Covenants pf Parties. 121, 122. 12.3. School Approvals, Treat TESchool utilizes a third-party licensing agent of itilizes a licensing department within the School administration, Sf imatter as in this Agreement, including the sponsorship, promotio Party Deal”), | sal. School shall not enter into an endorsement or simil reof must be supplied to adidas. adidas shall have 30 days eal. Evidence of such an offer must be on the third party's mit ie Third Party Terms to match such Third Party Terms. If adi consistent with the Third Party Tes, nd acknowledges thet any approvals given by the School's athlet his/her designee shall be sufficient for all purposes under this Agr fotice, adidas shall provide School with items for approval, Sch ;pprove or disapprove within five (5) business days. If School do and adidas may proceed with its obligations under this Agreement, ‘greement are strictly confidential and neither party may disclose any thitd party without the prior written consent of Notwithstanding the foregoing, either party may disclose the term Nous ty covenants or obligations pobibiting frther greement, mmpliance with Law. Each party shall comply with all laws, rulea Applicable to it inthe performance ofits obligations under this Ag WoResale. During and after the Term, School agrees to not sell or imi the sale or distribution of, any adidas Produets acquired .greement, provided that School may sell such adidas Products to the School, including on-campus retail outlets that provide service School's teams, athletic facilities, faculty, students and visitors; anc the Schoo! that provide services 1 the School's teams or athletic fa the extent related to vendor’s provision of service to the School. 9 fe , advertisement jor endorsement of athletic apparel and footwear products, or providing consulting jor similar services with respect to athletic apparo! and footwear jproduets (“Third fegreement with School shall notity atlidas of the Third Party Terms it receives forlany Third Party ead and & copy reosipt of 18s matches the [Third Party Terms, then School shall enter into a new agreembnt with adidas if School Fhgol agrees director or ment, shall 5 not provide jpproval or disapproval with the allotted time, then this shall be deed approval Confidentiality, Subject to applicable state public records law, ‘ terms of this terms hereof other party. hereof to such party's professional, financial and similar advisors provided subh persons are closureland resticting sir use of such information to purposes consistent with the prgvisions of this nd regulations ment. istribute, or ursuant fo this G) affiliates of ‘or sales to the i) vendors of ilities but only [Docusign Envelope ID: £4828210-80C9-4F01-3486-3AS1SD734D15, 0 (i) the School's intellectual p reed at the dtection ofthe Sl ce roperty or artwork created by the S School's negligence. 12.4, Inderonification, School agrees to indemnify and hold harmless adidas and its igent(s) from any and all claims made by third parties atising front for with respect hoo! or choo! (“IP”), (i) School's breach of this greement or any applicable law, ot (i 13]| Notices. Nptices required by this Agreement shall be sent to the address lisfed below or to | such other aldress as the parties may from time to time by notice provide. Tho aided If to School: | adidas America, Ine. Missouri State University i 5055 N, Gtecley Ave. 901 South National Ave i Portland, QR 97217 Springfield, MO 65897 | | Attn; Diredtor, U.S, Team Sports -yle Moats, Athletic Diteetor | Withacopy 0 | adidas América, Inc. 5055 N. Giecley Ave. Portland, QR 97217 Attn: Legd! Dept. | Notice is effective when actually received if sent by any means that leaves a hard-copy record || inthe handslof the recipient. [Fsent registered mail, postage prepaid, return redsipt requested, | noice sal be deemed effective onthe date the return receipt shows the noticd was accepted, refused, of returned undeliverable. 14) | Miscellanegus. ered bility, If any provision of this Agreement is held to fbe invalid or enforceable in any respect for any reason, the validity and enforegability of such wision in any other respect and of the remaining provisions of this Agreement syill not be in any way impuired, | 142. Choice of Law: Venue: Jurisdiction, This Agreement shall be giyerned by and ! cbnstrued in accordance with the laws of the State of Oregon. ‘Thelparties hereby I 10 i ‘Docusign Envelope ID: E482B210-6CC8-4F1.0486-3A5 1607 HONE 143, 44. 143, 146. 142. 148. | | | ‘agree and consent to the excl cedurt located in Multnomah County, Oregon. Binding Effect, ‘This Agreement will be binding on and inure to the) benetit of the patties and their respective heirs, personal representatives, secessors and permitted assigns. rent, School may not assign, sell or transfer this Agreomerff or any of its ‘bts, interests or obligations under this Agreement without adidas’ prior written egasent, Chnstruetion. ‘The captions used in this Agreement are provided fqF convenience lly and will not affect the meaning or interpretation of any prdvision of this ‘eement, All references in this Agreement to “Section” or “Seafions” without additional identification refer (o the Section or Sections of this Agreement. All r tised in this Agreement Will be construed (0 be of such gendef or number #8 tie circumstances require. Whenever the words inefude or inciuditg are used in this Agreement, they will be deemed to be followed by the words witout liniation. Expenses. Except as otherwise expressly provided in this Agreemdt, each party id this Agreement will bear its own expenses in connection with dle preparation, ‘egecution and performance of this Agreement and the transactions jtemplated by tis Agreement. School shall be solely responsible for the paymeniof ull axes or offer associated expenses on any compensation or considerations feceived under tlis Agreement SchooVadidas Relationship, Nothing contained in this Agreefbent shall be ‘construed as establishing an employer/employee, agency, partn ship or joint vboture relationship between the parties. Hntixe Agreement, ‘This Agreement, together with any exhibits} schedules or ‘attachments, the Terms and Conditions of the adidas Team Sales chtalog in place ‘ithe time ofeach Order, the account or credit application completed in connection ith execution of this Agreement, and any other decuments incorperated into this lgreement by reference, all as amended from time to time, are in jorporated into this Agreement by reference, and constitute the entire understandigg between the stios with respect to the subject matter hereof and eannot be amended or modified tkeopt by an agreement in writing, signed by each of the parties} The order of recedence for resolving a conflict between terms anc conditions oqntained in this ‘Agreement shall be es follows: (i) this Agreement, (ji) the Terms dnd Conditions the adidas Team Sales catalog in place at the time of an Orddf, and (ii) the \-count or etedit epplication. All previous understandings or agreefents between the parties related tothe subject mater herein shall have no further free and effect. | iL Docusign Emetope thorized to ex | postr oaperervad — Name: Derek Situcker ‘Title; Direetor|NCAA Team Services los e4a262 10-5004" 1-0400-0AS 150704016, \didas America, Inc. (lus Meare 03.01. pate, 02-01-2019 fName: Chris McGuire ITitle: St. Director, Sports Marketing, (ossstnes Durck Stuer 03.02.201 Date: 03-02-7019 IN WITNESS WHEREOF, the undersigned individuals hereby leute this Agreement on behalf of the parties. Missoy certify thatfthey are duly IVERSITY %

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