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LAIT~0052 ‘TEAM AGREEMENT. This Team Agreernent (this "Agreement”) is entered into between adidas America, Inc, ‘an Oregon corporation (“adidas”), and Georgia Southern University (School), RECITALS. ‘A. School fields athletic teams and programs in Men's-Baseball, Basketball, Football, Soccer, and Tennis; Women’s-Basketball, Rifle, Soccer, Softhal, Swimming & Diving, ‘Tennie, Track & FeldCrose Country, and Vollayball (each, 2 “Tean") and retains and supports the coacves, staff and student athletes in connection therewith (collectively, the "Team Participants" B. adidas designs, manufactures, distributes, and sells athletic footwear, apparel and related accessories and equipment through its Team Direct Sales Program (the “adidas ‘Team Program’), the terms and conditions of sale are updated periodically in the ‘adidas Team Sales Catalog. The products included in the adidas Team Program include Footwear Products, Non-Footwear Products, and Baseball, Fastpitch and Lacrosse Products (each as defined in Section 2 below) (collectively, “adidas Products"). adidas wishes to support School and its athletic teams and programs by, as more specifically described in this Agreement, supplying adidas Products to School under the adidas Team Program. . School wishes to acquire and use adidas Products under the adidas Team Program and consistent with the terms ofthis Agreement, ‘The parties agree as follows: ‘AGREEMENT. 4. adidas Products. 2a. Footwear Products. During the Term, School agrees to purchase adidas Footwear Products directly from adidas for Team Participants’ use in ‘accordance with the adidas Team Program (45% off MSRP / 30% off MSRP for all miteam footwear products). "Eootwear Products" means all footwear for Team Participants for all Tear events, including competition, practices, ‘raining, coaching, traval, acruiting and media engagements. 2.2. Apparel, Custom Uniforms, Accessories and Equipment. During the Term, School agrees to purchase, directly from adidas, Non-Footwear Products for ‘Team Participants’ use in accordance with the adidas Team Program (50% off MSRP for all apparel) for Team Participants’ use in each case for all Team events. *Non-Footwear Products” means all apparel, uniforms (including ‘custom uniforms), accessories, equipment (Including travel bags, headwear, 3 33, 24. socks, wristbands, gloves, watches, eyewear, hard goods, and inflatables) included inthe adidas Team Program, but excluding Footwear Products. ‘Baseball, Fastpitch, and Lacrosse Products, During the Term, School agrees to purchase, directly from adidas, fielding glovesimitts, batting helmets, catchers protective equipment, gloves bats, sticks, and shoulder pads at 37.5% off MSRP for Team Farticipants' use. No Warrarties. adidas shall not be liable for any injury or damage suffered by School or Team Participants from wearing or using adidas Products, and School hereby expressly knowingly and irrevocably waives all such liability, except to the extent such injury or damage is caused by adidas's gross negligence or willful misconduct, ALL GOODS PURCHASED OR OTHERWISE ACQUIRED BY SCHOOL PURSUANT TO THIS AGREEMENT ARE TRANSFERREDAS-IS. ADIDAS HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ‘A PARTICULAR PURPOSE AND THOSE THAT MAY ARISE BY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Use. Athletic Activities. During the Term, School shall ensure that each Team (including all Tear Participants) exclusively uses and wears adidas Products Whenever engaged in any Team event and any other athletic activities for which such attire is appropriate, including games and practice sessions, being filmed by motion picture or video tape, posing for photographs, and conducting or Participating in camps or clinics. This paragraph shall nat apply to any items not ‘manufactured by adidas, including but not limited to football protective equipment (i.e. helmets, pads, etc.) and swimwear. In the event that adidas should begin to manufacture such items, Schoo! will be obligated to use adidas as a sourcefor these items following the expiration of any then-current contract ‘School has entered into for such items. [No Spatting. Schoo! shall not permit any Team Participant or any other person 10 spat’, obstruct orate adidas’s logos and marks in any way. Exceptions to this Section 2 require written approval by adidas License. School herely grants to adidas the right and license, during the Term and at all times thereafter to the extent necessary for adidae’ lawful business purposes, to use School's name and trademarks worldwide in connection with the development, promotion, ‘marketing, advertising and sale of adidas Products. School shall not grant any comparable Tight to any other person or entity ifthe other person or entity is engaged in any business 2 ‘competitive with adidas. This license includes the right to use School's name, nickname, initials, photagraph, keness, image or facsimile image, video or film portrayals and any ‘other means of expressing School's use of adidas Products in connection with, but not limited to, television and radio advertisements, print advertisements, advertisements on any public or private on-line service or the Internet, catalogs, posters, billboards, building ‘murals, video or audio promotional productions, promotional or marketing appearances, ‘and hang tags and other in-store displays. School acknowledges that no royalty shall be paid on adidas Products provided by adidas to School's Teams and Team Participants under this Agreement. Activity related to this license shall under no circumstances contravene the rules, policies, procedures, andfor guidance of the NCAA, the athletic conference to which School belongs during the Initial Contract Term or any renewal term, or the Board of Regents of the University System of Georgia. All provisions of this Agreement related to exclusivity do not apply to any conflicting arrangement to which School is contractually bound as of the date of this Agreement. Any such current Conflicting agreements shall be allowed to expire according to the current terms and conditions and Schoo shall not enter into any additional conflicting agreements during the term ofthis Agreement Promotional Merchandise. 4. Merchandise Provided if Purchase Minimums Met. During the Term, adidas will provide School with merchandise listed in Section 4,2 below, during each School Year (defined as June a through May 30) of the Term, contingent upon School achieving and maintaining minimum annual purchase volumes of $300,000.00 (which inelides custom uniform purchases directly through the adidas Team Program). Failure to comply with minimum purchase requirements wil resut in School being liable for providing adidas with cash compensation equivalent to ‘the sales shortfall 4.2. Promotional Merchandise for Each School Year. For each School Year, during the Term, adidas shall provide the following types and values of Promotional Merchandise at no charge to Schoo!: Department Amount. lanetcoreco=~SCSC*CSCSCOC +2 880,000.00 worth oF Athletic Director merchandise @ MSRP FB, MBB, WBB, VB, Baseball, Softball Free Uniform Each Year Baseball-GameyPractice Hats Buy Get 2 (min a4) lnoabathadcoae 535,000 worth of Baseball-hard goods ‘merchandise @ MSRP ‘$15,000.00 worth of Football Head Cosch __| merchandise @ MSR '55,000.00 worth of Foothal-Using Game)Practice Footballs saetiandise @ MSRP of 3 [twas | $25,000.00 worth of | merchandise @ MSRP $200,000.00 worth of YEAR2 ONLY merchandise @ MSRP Athletics spends $500,000.00 “Promotional Meichandise” means promotional merchandise orders from the adidas Team Sales Catalog. Unused promotional merchandise amounts, as of 5:00 PM EST May 30, are forfeited by School. As a result, promotional merchandise cannot be carried from one School Year to the next. 5. Marketing Benefits. nal media and methods of communication listed below, School shall identify adidas as the School's exclusive athletic footwear, apparel, and accessory brand permitted to advertise its products. ‘Athletic Collateral Materials + adidas ogo placement in all Footbal, Men & Women’s Basketbal, Baseball Softball, and Volleyball -reoted media guides and game day programs 1 dias logo placement on allcolterl materials used to promote Georgia Southern Ahlen, bt noted to schedules, posters camp brochures and coches Statum Signage: Exact signage location to be determined Football: ScoreboardjEndzone ‘©. Goalpost Donuts © Basketball Arena: ‘+ Rotating Signage at Scorer's Table (or) 2 Basketball Goapost Pad ‘+ BaseballSoftbal Cutfeld Signage ‘© (3) permanent outfield wall sign = soccer (© (a) permanent outfield fence sign Athletic Website * adidas link on httpigseagles.com/ homepage listing adidas as an ‘Official Corporate Sponsor’ Public Address Announcements +) PA Announcements diring aach Foothall, Men & Women Basketball, Vallayball and Baseball & Softball home games listing adidas as theofficial supplier/oukfitter of Georgia Southern Athletics + (@)Video Board Arnouncements during each Football, Men & Women Basketball home game (if applicable) Game Ball '* adidas willbe the ‘Official Game Ball for Georgia Southern Men & Women Basketball {and Football Program during the length ofthe agreement ickets * (8) Football Seasen and Post-Game Tickets (upon request) 1 (G)Men’s Basketball Season Tickets and) Parking Pases(upon request + All Sports Offered up to (4) Post-Season/CWSINCAAINIT tournament tickets for free (upon reqeest) Representations and Warranties. Each party represents and warrants that such party (Di not party to any agreement, contract or understanding, whether oral or written, that would prevent, limit or hincer the performance of any of its obligations under this Agreement; ‘and (i) has the due and proper authority o enterinto and perform its obligations under this ‘Agreement. ‘Term and Terminaticn. ‘Term. This Agreement shall remain in effect from July * 2036 until June 30" 2027, unless sooner terminated pursuant to the terms of this Agreement (the "Initial Contract Term’ School shall have the option, in its sole discretion, to renew the term of this Agreement for six (6) additional consecutive one-year terms on a year-to-year basis by giving adidas Uritten notice of the renewal decision at least sity (60) days prior to the expiration of the Initial Contract Term or any applicable renewal term. Upon School's election, in its sole discretion, to renew shis Agreement, adidas shall remain obligated to perform in strict ‘accordance with this Agreement unless otherwise agreed in writing bythe parties. ‘Termination for Cause. Either party may terminate this Agreement ifthe other party materially breaches this Agreement and, if uch breach is curable, fails to ‘cure such breach within o days of written notiee from the non-breaching party The parties acknowledge and agree that the breach of Section 2 constitutes an incurable raterial breach ofthis Agreement. 7.2. Termination by adidas. adidas may, in its sole discretion, reduce the amount of Promotional Merchandise described in Section 4 by 50% or terminate this ‘Agreement if (a) one or more coaches, Teams or players are suspended or otherwise subject to material disciplinary action by the NCAA, including any disciplinary action that limits the Team's competitiveness or prevents the Team. rom participating in regular season or tournament games; or (b) in adidas’ sole estimation one or more coaches, Teams, or players engage in conduct that reflects pocey on adidae or that harme adidae' reputation in any way. 73: Intentionally Omitted 7-4. Effect of Termination; Survival, The right of termination under this Agreement is not exclusive and is in addition to any and all other rights and remedies ‘available to the patties under applicable law, The termination of this ‘Agreement shall not relieve a party from lability for a prior breach of this ‘Agreement. The provisions of this Agreement that by their context or nature 5 fare intenced to survive the expiration or termination of this Agreement, including Sections 9.2 and 9.2 shall survive the expiration or termination ofthis ‘Agreement. 8, Intentionally Omitted. 9. School Approvals. oa. School Approval, If School utlizesa third-party licensing agent or if Schoo! ‘hlizesa itensing department within the School administration, School agrees ‘and acknowledges that any approvals given by the Schools athletic director or his her desgnee shall be sufficient forall purposes under this Agreement, Notice, adidas shall provide School with tems for approval. School shall ‘approve or disapprove within five (s) business days. If School does not provide approval or disapproval with the allotted time, then this shall be deerned approval and adidas may proceed with its obligations under this Agreement. 30. Covenants of Parties. nally om 20.2. Compliance with Law. Each party shall comply with all laws, rules and 203, regulations applicable to It in the performance of its obligations under this Agreement. No Resale, During and after the Term, School agrees to not sell or distribute, oF to permit the sale or distribution of, any adidas Products acquired pursuant to this Agreement, provided that School may sell such adidas Products to: () affiliates of the School, including on-campus reall outlets that provide services or sales to che School's teams, athletic facilities, faculty, students and visitors, and (i) vendors of the School that provide services to the School's teams or athletic faciities but only to the extent related to vendor's provision of service to the School. a2, Notices. Notices requred by this Agreement shall be sent to the address listed below or to such other address as the parties may from time to time by notice provide. Iftoadidas: IF to School: adidas America, Inc. Robert L. Whitaker 55055. Greeley Ave. Vice President for Business and Finance Portland, OR 97237 P.0.Box 8203 Attn; Director, U.S. Team Sports Statesboro, GA 30460 With copy to witha copy to: adidas America Inc. Georgia Southern University, ‘5055. Greeley Ave, Office of Legal Affairs Portland, OR 97237 P.O, Box 8020 Attn: Legal Dept Statesboro, GA 30460 Notice is effective when actually received if sent by any means that leaves a hard-copy record in the hands ofthe recipient. IFsent registered mai, postage prepaid, retuin receipt requested, notice shal be deemed ettecive on the date the return receipt shows the notice was accepted, refused, or retuned undeliverable. 23, 124, as 226. Severability, If any provision of this Agreement is held to be invalid or ‘unenforceable in any respect for any reason, the validity and enforceability of such provision in any ather respect and of the remaining provisions of this ‘Agreement will not be in any way impaired. ‘Choice of Law; Venue; Jurisdiction, This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. The parties hereby agrae and consent to the exclusive jurisdiction and venue of any federal ‘or State court located in Fulton County, Georgia. Binding Effect. This Agreement will be binding on and inure to the benefit of ‘the partes and their respective heirs, personal representatives, successors and permitted assigns. Assignment. School may not assign, sel or transfer this Agreernent or any ofits, Fights, interests or obligations under this Agreement without adidas's prior written consent. Construction, The captions used in this Agreement are provided for convenience only and will not affect the meaning or interpretation of any provision oF this Agreement. All references in this Agreement to "Section" of "Sections" without additional identification refer to the Section or Sections of this Agreerent. All words used in this Agreement will be construed to be of such gender or number a5 the circumstances require. Whenever the words include or including are used in this Agreement, they will be deemed to be followed bythe words without limitation. Expenses. Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its own expenses in connection with the preparation, execution and performance of this Agreement and the transactions contemplated by this Agreement. ‘School shall be solely responsible for the 7 payment of all taxes or other associated expenses on any compensation of considerations received under this Agreement. 1327, Schoolladitas Relationship, Nothing contained in this Agreement shall be Construed as establishing an employeriemployee, agency, partnership or joint venture relationship between the parties, 22.8, Entire Agreement, This Agreement, tagether with the terms and conditions of ‘the adidas Team Sales catalog, which are attached hereto and incorporated into this Agreement, constitutes the entire understanding between the parties with respect tothe subject matter hereof and cannot be amended or modified except by an agreement in writing, signed by each of the patties. All previous Understandings or agreements between the parties related to the subject ‘matter herein shall have no further force and effect. IN WITNESS WHEREOF, the undersigned individuals hereby certify that they are duly authorized to execute this Agreement on behalf ofthe parties. ra fm by ai ‘Bpproved as by Approved as to Form tle. Oltice of Legal Adare Tie CONTRACT ACCEPTED BY GEORGIA SOUTHERN UNIVERSITY™ _ADIDAS-TEAMLCOM TALLIES TERMS AND CONDITIONS Semen eae cpegirranaats Mee cannot oa. can ww ceceestaee incomes: amen se : : aaron ea a Scan cae z : : : PF anmasreamus aTeamaninas GEORGIA SOUTHERN UNIVERSITY ATHLETIC FOUNDATION adidas America, Inc. June 2016 GIFT AGREEMENT For adidas America, Inc. ‘This Gift Agreement ‘the “Agreement’) is entered into this 27th day of June, 206 by. adidas America, Inc. and The Georgia Southern University Athletic Foundation, Inc. will be paid in $50,000 annual payments over 6 years for the support of Georgia Southern University Athletics, as described in more detail herein, 1. Donor's Pledge. The Donors hereby irrevocably pledge to the Foundation the sum of Three Hundred Thousand Dollars ($300,000.00), which is designated for the benefit of the Coach's Continuity Fund with the Athletic Foundation, It is understood and agreed by the parties that the gift will be payable a follows: In full on or before January 30, 2023 (alternatively, in aecordance with the following payment schedule: 850,000.00 on or before January 30, 2018 $50,000.00 on or Before January 30, 2019 350,000.00 on or Before January 30,2020 350,000.00 on or Before January 30,2021 350,000.00 on or Before January 30,2022 350,000.00 on or before January 30,2023 2. Purpose: ‘The gift will be used for the following purpose or purposes: To help support the Coach's Continuity Fund. 3. Recognition: To honor the Donor’s generosity and to express the appreciation of the University and Athletic Foundation, publicity in the form of news announcements, Lath internal and external, may be made, unless the Donor specifically requests anonymity for this gift. 4. Gift. Ifthe Donor does not complete the full funding of his pledge, the Fund may be transferred to and merged with an existing gift or other fund at the Athletic Foundation determained by the Athletic Foundation to most closely accomplish the purposes of the Donor’s Gift 5. Binding Obligation. The parties agree, and itis the intention and wish of the Donor, that this Agreement and any unpaid installment hereunder shall constitute the Donor's binding obligation and shall be enforceable against the Donor and the Donor’s estate, heirs, personal representatives and assigns. The Donor acknowledges that the Athletic Foundation is relying and shall continue to rely "upon the Donor's gift being fully satisfied as se forth herein, 6. Additional Contributions. The Donor reserves the right to make additional ‘donations to the initial gif, and consents to additional contributions to the initial gift by others so long as all such donations are subject to the provisions ofthis Agreement 7. Changes in Circumstances. If, in the good faith opinion of ehe Athletic Foundation, the purposes ofthis gift become unlawful, impracticable, impossible to achieve or wasteful at some time in the future, after consultation with the Donor (ifavailable) the gift may be used for any related purpose which, in the ‘300d faith opinion of the Athletic Foundation, will most nearly accomplish the Donor’s purposesstated in Paragraph 2, 8. Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect co the subject matter of this Agreement and shall be governed by the laws of the State of Georgia, This Agreement supersedes all other negotiations, agresments and understandings, whether oral or written, between, the parties related to the subject matter. ‘9, Amendment, This Agreement may only be amended in writing and signed by the parties hereto, [stGNaTuRes ow FOLLOWING PAGE] In witness whereof, the parties have executed this Agreement effective asthe date fist above written. Donor: Business: Name: Signature: ZA Date: BITE EXECUTIVE DIRECTOR, ATHETIC FOUNDATION: ‘Name: Bostian Signature: — Date: fry ie DIRECTOR OF ATHLETICS: Name: Tom Kleinia oh Date: Sale

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