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COLLEGE TEAM PRODUCT SUPPLY & SALES CONTRACT THis IS A CONTRACT made and entered into by and between UNIVERSITY OF IDAHO (he “University, wth ofcs at Kible-ASUI Activity Centr, 1000 Stadium Way, Moscow, Idaho 88844-2302 and NIKE USA, nc, (NIKE, with offces al One Bowerman Drive, Beaverton, OR $7008, wth regard to the purchase and supply of NIKE product for use by the Universiy and its athlete programs. in conelderaton ofthe mutual promises, tems and conitons so forth inthis "Conract Terms Sheet” ad in ‘he aached NIKE Standard Terms and Conditions (the "Standard Terms) th patos agr00 as flows: ‘A CONTRACT PERIOD: Tho Contact term shall be Juno 1, 2018 to May 31, 2023, unlss sooner {erminated in secerdanoo with tho terme and conditions horeat oolataty, tho \Conteaot Pero) B. GRANT OF RIGHTS & USE OF NIKE PRODUCT: in consioraion of the product supplied, preferential pricing and purchase credit provided by NIKE under this Contract, and subject to the ‘Standard Terms, the Univers (1) grants to NIKE, and NIKE hereby accepts, the exclusive ight to () ‘supply products 1a. each "Covered Program” (as dated in tho Standard Tors), ned (I) ulizs (Gabject to the approval provisos ofthis Contac) the "Designations" the ‘Licensed Marks ‘tly Based information in Digtal Features andor "Game Photos" or "Game Footage" (ae each term i defined Inthe Standard Terms) woreda, in any meta (pow known er hereatereroatod) Including, But not Imited to, the worldwide web, CD-ROM and other Inoractve and muledia technologie, in connection with the advrtsin, ‘marketing, promotion and sala of “Products” (as ‘defined in the Standard Terme), and NIKE brands; an (2) chal ensure thatthe players and staff of ‘ch the Covered Programs wear andlor uso exclusively NIKE Product n accordance with Paragraph 2 ofthe Standard Terms (6. PRODUCT CONSIDERATION: In consideration for the rights grand under this Contract, each “Contract Yea (as detinod In the Standard Terms), Univer shal bo ented to order diac trom NIKE, and receive, the below indicated amounts of NIKE Product or use by (orn connection wth) the Covered Programs, cies, camps, Coaches, Sia and such other purposes as University andlor the Director of atalcs may deem appropiate to support the rlalonship between the pares. Any unused Product alotmonts may not be fold over o any subsequent Contract Yoar and sal have nO ‘cash value, [Footbal Team Produel Mite a aa a [NIKE Ele Aotment $15,000 ta value) ‘camp 300 This ‘Men's Bastar: Fatwa o Warm us 20 Ba 20 ‘Camp 400 i NIKE Ets Aint 59,00 (rta value) [Women’s Basketball “Team Product Alotment $500 tava) IKE Ete Alot $4,000 reat value) (‘Covered Program Flex Product io be abcd DADE: [$26,000 (tal value) , PURCHASE OBLIGATIONS & PRICING DISCOUNTS: In consideration ofthe product supply, merchandise erect and preferential pricing provided by NIKE under this Contact, tho Unversity agree that all Product for Covered Programe uso not alroady Provided under Secion C ofthis Contact shall be purchased directly from authorizod NIKE Team Dealer, BSN Spots, at specified Team Dealer pricing. University must comply wihin NIKE ordering guiselines which fs appreximatly sx (6) torino (9} month in advance of th start of the applicable Season to guaranse imal dlvery. E. SPONSOR BENEFITS: As a sponsor of the Covered Programs, each Contact Year and at no charge o NIKE, University shall provide to NIKE: (3) "Four (4) complimentary soason tickets for all Covered Programs (best avalable fldlcourt love) (2) Four (4) complimentary sidetne passes fo all home fotbal games; and (3) Four (4) complimentary tcksls to any postseason events which University patsipatos in, Ineusing national championship. INWITNESS WHEREOF, the partes have Guy executed this Contract a of the date indicated below. UNIVERSITY OF IDAHO ln Netnoy «NIKE USA, ne. by, cy: lian. co aa is: Category Sales Director ted Jun 12,2018, University Adcrpgs: Aone 20> 1 NIKE STANDARD TERMS & CONDITIONS [ADDITIONAL DEFINITIONS. ‘The terms set forth below inthis Paragraph shall be defined forall purposes under tis Contract as folows: (a), "NIKE. Group" shall mean NIKE USA, Inc., NIKE Retall Serves, nc. (a. NksTown), thir parent company NIKE, Ine, the icanseos, astibuos, subsides, afltos and any uvcessor company. (0) "oensed Marks" shal! mean the names, nleknemes, mascots, entiications, tadomars, service. mark, logographies andlor symbols, and ary other recognized reference to tho Univers or any Cavecod Program, (©) "Covered Program” all mean each of he vara chibi A hecoo, (4) "Team Member" shal mean a student-atloto attending the Universy during the term of this Contact and onthe roster of a Covered Program. (©) "Sta shall mean, colectvely, al coaches, equipment manegers, tainrs and any on- felfcourtsde stat (ag, bapersons, baskotbal stat crows, etc) employed by tho University ‘rng the term of this Cantact o provide services lo any Covered Program. (9 “Coriract Year shall mean each consecutive twee (12) mont pared from June 1 through May 31 uring the term of this Contract. (@) "Product" shall mean: () lathes and atheticalyinsplred or derived footwear that any Team, Mombor andlor wear or may be ressonetly expected to wear while partcpating In ther respective sport (Footwear (0) aubenle compotion apparel conesing of uniforms, war Up, batkelbalshoolng shits, pracicowear, sidetneloutside apparel, and similar apparel, that Team Members of Staff wear or may be reasonably expectod to wear while patpating in thal respective sport (i) all oer apparel aries of an alot or ahlelure nature Including but not limtedto\pol shit, go shins, tanictops, T-shits, eweasuts, compression apparel Undergarments, separates and other body coverings, and_ accessories of an athstc of tiholsre nature, ndudng but not ited ta headwear, headbands, wrtbands, bags, socks, protective gloves that any Team Member or Stal wear o ues or maybe reasonably expacted 10 ‘Near of use wile parttpaing In thee respoctve sport (v) competion balls; (\) protective byewear, eyewear with performance alibutes and sunglasses; and (v) any olPer sports fequipment NIKE currenty makes or may adé to Ks Products lines at any tio during tho (Contract Period () NIKE Products shall mean all “Products In connecton with which, or upon which, the NIKE name, the Swoosh Deelgn, th NIKE AIR Design, the Baskotball Player Siouele Jumpman") Design or any alter trademarks or brands (eg, Converse, Brand Jordan, SPL28) now of herestter ovned anor conlled by NIKE appear (olacvaly, the "NIKE Marks), singly on ‘ny combination. (“Game Photos shall mean Universy-contoled game photographs (“Game Footage" shel mean Universy-contoled videotape anor fm footage. EXCLUSIVE USE OF NIKE PRODUCTS. Throughout the Contract Perio, the Univers shall make NIKE Producte avalaie on an axchiive hain nach Coweene Program ia be worn andr used by TTeam Members and Slaff during practices, games, exhbltons (nciuding during locker room actviis), ‘lnice andlor sports camps, lockaoom andlor sidelinecourtside calbraions andlor presentations, and ther ofl or Untversy-sanctoned activi (Including but not Ine to photo Eassione and interviews) during which Team Members and Staff wear andor use Products except as ‘thers provided under tis Paragraph. The University shal ensure thal no Team Member or Staff Ya) eltor or perm the alteration of any NIKE Product worn or Used by them to resemble @ nan- NIKE: Product; or (0) Woar any nor-NIKE Products which have been allered {o resemble. NIKE Produets. The Universty acknowledges that “posting out, "spathg” or otherwise taping, so as fo cover of obseure any porion of any NIKE tradomark, the NIKE Products wom by Team Member fndlor St as reqlred under tis Paragraph i Inconsistent vith the purpose of hs Contract and is @ ‘material breach ofthis Contract. NIKE acknowledges tat nolihetendng anything in this Paragraph obegtate ait prograns urd te vray Clap Team Sp & Sl Contact to the convary, Staff may wear, 2's appropiate forthe crcumstances, now athletic fotwear or ‘epparl (eg, business aire) In connection with thir oficial dues and that wearing such apparel ‘hall ot conattute a breach of is Paragraph 3, MERCHANDISE ORDERS & DELIVERY. ll product tobe supplod by NIKE under Secon C above shall be delverad F.0.. tothe Univers. Only propery submited orders frm the lhetc Director (er other authorized representative ofthe Universi) shal bo filed by NIKE. Proved the Uniersty paces completo annual product orgers on a timely bass ih accordance wih NIKE's standart frderng deadines (which ae typically 9-12 months In advance of the desied delivery date), the fnnual product alotments for each upcoming season ehall bo delvered to the University generally thirty (20) days roe to the stat ofthe renular saason. Notwithstanding te foregoing, the University ‘cknowedges that product detvery may be staggered In accordance with « mutual agreed pity sohodle. 4. ADVERTISING APPROVALS & USE OF GAME PHOTOSIFOOTAGE. In the eveit NIKE desres to tie the Licensed Marks, Designations or Game Photos or Footage inary external advertising, NICE Shall submit @ sample of such intended use fo the Universi for approval prot actual commmercal lise, such approval nol fo be urveasonablywityeld. in connection therewith, at NKE's request, the {University shel permit NIKE to utile, consstnt wih ths Convact, Game Photos and Game Feclage (ovine andor Contre by tno Universi), without use fee, cher than reasonable search and edit Charges, NIKE acknowledges thal tha righ fo use Game Photos andor Game Footage is subject ‘ppleable NCAA ules and regulations wih respect othe depiction of elgbe athletes. 5. RIGHTS OF FIRST DEALING & FIRST REFUSAL. (a) AUNIKE's request made a later than Janusty 1, 2023, the Unlvrslly shal fo @ 30-day period rogoiate wh NIKE In good flth wth respect to the terms of a renewal of this Contract. The Parles shall not be obligated to enter ito an agreament I they cannot sate on mutually Eallsfacory tema, Prior February 1 of tho final Contract Year (Whe "Exclusive Nogotaing Ends Date’, tho Univers shall not (nor shall the Univesty permit ts agents, attorneys of representative o) engage in discussions o negoiatons with any third-party regarding product ‘Supply wth respect o any Products, or sponsorship of any Covered Program (or similar supply ‘or promotional arrangement) wih respect any Products, and to commence afr this Contact has expired (the Product SupplyEndorsement (@) During the trm hereof and for a period af one hundrod and eighty (180) days thereafter, NIKE thal have the Fight of fst refusal for Product Supplyendorsoment, as folows. Ifthe Univers racelves any bona fide thid-party fer st any tee on or aftr the Exclusive Negotiating End Dato with rospex to any Product Supplyndersement, te University shal submit to NIKE In ‘wring the spect trms of euch bona fo thi party offer nis entre inthe form of @ tue tnd compete copy which shal bo onthe offerors letehead or oer identifiable stationery of imprint readily auttenestable by NIKE as having oignatod wih such third-party offeror. NIKE: hall have fiteen (15) business days frm tho dale of ecept of such true copy ofthe tide pat ofr to ntty the Univers in wring wl enter no @ new convact wth the Univeriy ‘on trms no oss favorable to the University than the mato, measurable and matchablo terms fof such thrc-perty offer. F NIKE co notfies tho Univerly witin such 18-day period, the University shal enter into a contract wity NIKE onthe tams of NIKE's offer. If NIKE fals or deatines to malch or betior the mater, measurable and matchable terms of such hr perty ‘offer wihin such 18-day perog, the Unversity may thereafter consummate an agreement with ‘Such id party on the ferme of the offer made to the Universi. Prior to the Exclusive Negotiating End Dato, tha University shall nat sot, consider or present to NIKE, and NIKE ‘shall na be obligated ta respond to, ary hid party ofr fr any Product Supplyendorsemont 6. RIGHTS OF TERMINATION. {8} The Universty shall have tho ight to terminate this Contract immediately upon wrtlen noice to [NIKE I () NIKE ls acjucicated Insolvent or declares bankruptcy; or (I) NIE shal be in material ‘reach of tis Contact, which breach NIKE falls to cure, carele, within tity (30) days of [NIKE's receipt of wren notice frm the University spectying such breach, Ur ao he Cate Te Sup & Sales Contact 40. 1". (©) NIKE shat have the right to terminate this Contract immediatly upon witlen nollee tothe Unversiy i: () Team Member or Staff Yall wear or use NIKE’ Products in violation of Paragraph 2 above, or wear NIKE Products aller, epalied or taped, n violation of the provstons threo i) Bon Vern ceases to be the Head Coach of the Men's Basketball Team For any reason: or (the Univerety shal bo Ix mataral roach ofthis Conrac, which breach the University fal fo cure, curable, wibin tity (30) days ofthe Univer’ receipt of writen hole ftom NIKE speetving ach beach, Inthe event of termination under this Paragraph, the Univerly shal fret any un-usod merchandise cre RIGHT TO USE OF LICENSED MARKS EXPIRATION/TERMINATION. Upon expiration or {eration of his Cora for any reason. NIKE shal have the right to exhaust all advertising and promotional materials beering and/or including the Licensed Marks andlor Designations that were Produced prior to the effective data of expralon or termination. Notietanding the foregoing, NIKE Shall have he right to use In perpetuly and wihou recticlon, for historeal, educational or {commemorative purposes, videotape, fm or photographs showing NIKE Products provided under is Contact REPRESENTATIONS, WARRANTIES. The Unlverally covenants, roprsonts and warrants that) Fs the ful legal right and author to enter into and fly perform ths Contact n accordance with ferme and to grant to NIKE all tha righ granted herln, and () neither the University nor any Staff member is pay (0 any oral er writen agreement, contactor understanding that would preven, Ht ‘rhinder the performance of any abigalons hereunder ofthe Univerty or Staff member. (c) The Universi further oovenans, represents and warrants that during tw Contact Patio i shal ot ‘connection with any Covered Program: () wea, sponser, endorsa, oF alow ay Staff member o wear, Sponsor or endorse, Products of runninginess social networks designed, Icansed, manufactured, branded or sold by sny manifacirer or seller of Precucts oor than NIKE, or ()entar into, or alow ‘any Staff member {0 anter Ilo, any endorsement, promotional, consuting or similar agreement {inciting the sala of signage or other media) with any manufacturer or seler of Products other than Nike that manufacturers, sos, Koonses or rand.kdentfed to Folwest. NOTICES. Any noi of breach oF defaut shall bein wring and deemed given if sent postage prepaid Va registred or ceriied mal, by verfale facsimile transmission or hand delvery,o¢ by press courier service with confirmed delve, to tho breaching party at the addresses sot forth lbove (uneas witen noize ofa change of adeross has been provided) and shall be doomed to have been givon athe time is som propery addresses and posted. Notices to NICE shall be sent tothe legal Department, atlnton: Contracts Specialist CONFIDENTIALITY. The University shall not (nor shall permit or cause its agents, atomeys, ‘coolants, reresantaives oF employees to) disclose the thancal or other sata terms of ths Contract to any thre paty, with tho exception any of the Univers/s agen, atlomeys, accountans, represents or employees, except a6 may be requited by law. This Paragraph shall survive the fexpralion or ermnation ofthis Contact, MISCELLANEOUS. Nothing conjained in this Contract shall be consued es establishing 2 partarship, ageney or jit vantirerelalionhip between the parties. Every provision of this Contracts Eevoreblo. ‘The rohts and obligations granted under tis Cenract are porsonal to each party hecelo nd shal nol be aesigned or detegated to any hre-paty without the prior writen consent ofthe non- Sesigang partly evoept mat NIKE: may tel) assign or dlagate ges aed vga to an erly within te NIKE Group. Tris Coniract shal be governed by and construed in aocordancs with he laws Of the Slate of Oregon, This Contract shal constute the entre understanding between the Universy land NIKE and may not be atlored or modified except by a wren agreement, signed by both partes. ‘pres agreements bebveon fe partes shal fave no futher re rec. vert ano Coleg Tea Sup & Sales Cast EXHIBIT A Covered Programs Swimming ving (w) “Track & Field (mw) Football Basketball (nv) Volleyball (w) “Tonnis (nw Got (rw) ‘Soccer (w) {cross-County (ma) nvr dao Mike Googe Team Sup & Seles Contax

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