‘ocusign Envelope 10: 24670800-2010-4078-BEE9.Z0478014AC Agreement, This Agreement ("Agreement") between BSN Sports, LLC, a Delaware limited liability company (“BSN) and Murray State University (“University”) of Murray, KY is effective as of the first day of the Term (as defined below). BSN is authorized by NIKE, Inc. to serve as the University’s supplier of record. The parties agree as follows: 1. Term, The term of this Agreement is five (5) years beginning July 1, 2020 and continues through Tune 30, 2025 (ihe “Tnitia) Term” unless eatlier terminated in accordance with this Agreement). ‘This Agreement may be renewed by the parties for a successive three (3) year period (the “Renewal Term”). ‘The parties may renew this Agreement in writing signed by both parties no Jater thao ninety (90) days before the expiration af the Initial Term or then-current Renewal Term, BSN agrees to meet the athletic apparel and equipment needs of University as follows: 2. Products, During the Term, BSN will provide University with merchandise listed below, during each University Year (defined as July 1 through June 30) of the Term. Unused promotional merchandise amounts, as of 5:00 PM CDT April 15 of each contract year, are forfeited by University. As a result, promotional merchandise cannot be carried from. } one University Year to the next, For each University Year, during the Term, BSN shall provide the following types and values of Promotional Merchandise:‘Boeusign Ervelone ID: 248788C0.2010-4075-BES9.204700(S4NCSeste Bhvaono LAH OAG IS BESO-RCATEDISAACD.‘aSion Envelope ID; 24079860-2010-4C7S-BESD-ACATAMIELACS University Agrees: 3, _ Exclusive Supplier During the Term, University will use BSN SPORTS as their exclusive supplier for any and ail athletic apparel, footwear, and equipment needs. It is also agreed that University will adhere to the BSN SPORTS product planning calendar to help ensure availability and delivery in a timely manner. In the event BSN is unable to meet the needs of an athletic team, University may use a different supplier to meet the particular team’s needs wntil BSN is able to provide such apparel, equipment or footwear. 4, University shall use its best effexts fo have University's athletic teams (including all students, staff, coaches, and athletic administrative staff, which are individually defined as “participant”) exclusively use snd wear NIKE Products whenever engaged in any competition events, being photographed or filmed by motion picture or video tape related to teum activities, posting to social media on tho official University social media accounts, and conducting or participating in team camps or clinies, 5, Purchase of NIKE & Other Products. My Team Shop, which is operated and owned by BSN SPORTS, will serve as the online purchasing site for all additional NIKE produets. University cannot guarantee that members of the University community will exclusively use the My Team Shop to purchase NIKE products, 6. Promotion. University will promote BSN as the University’s supplier of athletic apparel, footwear and equipment through public announcements at events and signage (provided by BSN SPORTS) at football, baskeiball, baseball games and any other sporting event. A % ‘page advertisement supplied by BSN SPORTS shall appear in University’s media guide distributed or displayed at any such event. Also, BSN SPORTS will receive: (i) two 2) tickets or passes, as applicable, to all University athletic games, competitions, and 4Docu Envoloe ID; 24679800-2G 16-4C73-BES9-2C47ROTSHACS tournaments or similar events, and (ii) one (1) vendor / athletic parking pass for use by the BSN SPORTS Representative for sales calls, meetings, presentations and campus visits. BSN SPORTS will receive 1 free hole sponsorship and foursome at annual golf outing. Static logos for BSN SPORTS & NIKE to appear on banner of athletic department website as the official supplier, Additional Terms and Conditions 7. 10. 12. 13. Payment Terms, University must be current on all payment obligations to BSN SPORTS to be eligible for all promotional products and rebates, Payments will be made within thirty (30) days of purchases unless alternate payment arrangements have been made and agreed to in writing by both parties. BSN agrees to provide accurate on-line invoicing information to University on a weekly basis at minimum, Additional Charges. Decoration charges (including charges for embroidery and sereen- printing) are not included in this Agreement. Exclusions, Products sold to Cheerleading through Varsity Spirit Fashion, will not be included in spending level totals. Freight and Shipping. University will receive ftee freight on all small parcel ground shipment orders via FedEx. Actual shipping charges will be charged for LTL freight or expedited air shipping, when requested by University. However, University shall not be responsible for {reight/shipping charges in connection with the return of merchandise shipped incorrectly by the fault of BSN SPORTS, ‘Termination of Agreement for Convenience. Either party may terminate this Agreement upon ninety (90) days written notice in advance of the desired termination date without penalty. Written notification must be supplied prior to separation and an opportunity for resolve must be given, Furthermore, if either party should fail to perform or be in breach of any of the ‘warranties, representations, covenants or obligations contained in this Agreement, ot anticipatorily breach this Agreement, and such default is not curable or such default is curable but remains uncured for ten (10) days after written notice thereof has been given to the defaulting party, the other party, at its sole election, may immediately terminate this Agreement with written notice to the defaulting party. Severability. Should any provision of this agreement be found to be invalid, illegal, or ‘unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions hereof, Non-weiver, Non-enforcement of any provision of this agreement by either party shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this agreement. Headings. The headings in this Agreement have been inserted for convenient reference only and shall not be considered in any questions of interpretation or construction of thisDocusign Envelope ID: 246786C0-2010-4C7S-BES3264760154ACS 15. 16. V7. 18, 19, ‘Agreement, Assignments. Except for assignments pursuant to a Change of Control, this Agreement is not assignable in whole or in part by either party without the prior written consent of the non assigning party, which consent shall not be unreasonably withheld, but is binding on any corporate successor of either party. As used herein, a “Change of Control” means a merger, sale, transfer, or other disposal of all or substantially all of the assets of the assignee or its ultimate direct or indirect parent corporation or holding company in one or more transactions. ‘The parties understand and agree that the Head Coaches for Men’s and Women’s basketball currently have agreements with NIKE and they will continue to fulfill the terms of those ‘agreements. In the event that BSN provides University with confirmation from NIKE that these coaches, and coaches who may make individual agreements in the future, can fulfill the terms of those agreements through BSN, University will make such purchases through BSN. Notices, Any notice or other communication provided under this Agreement will be in writing and will be effective either when delivered personally to the other party, or five (5) days following deposit into the United States mail (certified mail, return receipt requested), or upon overnight delivery service (with confirmation of delivery), addressed to such party at the address set forth herein, or upon electronic delivery by confirmed means. If to BSN Sports: BSN SPORTS, LLC 14460 Varsity Brands Way Farmers Branch, TX 75244 ATIN: Todd Northrop If to University: Director of Procurement Services 200 General Services Bldg. Chestaut Street Murray, Kentucky 42071 And to: Athletic Director Stewart Stadium Gilbert Graves Drive “Murray, KY 42071 Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of Kentucky. Modification of Agreement. This document contains the entire Agreement between the parties and may not be changed, modified, amended, or supplemented except by express written agreement signed by both parties.‘Dacian Eralope IO: 24s7apCo-aa Mor HASS-AbATATSAACS ‘26. Nothing: conned in this Agreement shall be construed as establishing atv eniployet/smployee, ‘agency, partnership-ot joint-venture relationship:between the parties, INWITNESS WHEREOF, the undersigned indiyiduals-Hereby certify that they are duly authorized to. exeouie this Agreoment.on bebalf of the parties. Signed: ¥ sane “Mee / ei Jedd Moertinep. Signed: \—-roaimananere. 3/2/2020 Dar. Dikawat, Sidi 3/2/2020, Director‘ofAthictios MURRAY STATE UNIVERSITY ‘Kevin Saat WP for Finance: & Adininisirative Services ‘MURRAY STATE UNIVERSITY ‘Tackie Dudley ‘Vivi President ~Colleptate Seiect ‘BSN SPORTS, LEC ‘Todd Northenp Senior VP- Collegiaie Selett HSN SPORTS, LLC ‘Dare Dickman tsver2020 ‘Murrey Stato Universlty Mail BSN Consol - Please 800 altochod slpned copy ‘SDocusign Envelope 10: 246788C0-2610-4C73-BES9-204780154AC9 20. Nothing contained in this Agreement shall be construed as esta agency, partnetship or joint venture relationship between the pi: IN WITNESS WHEREOF, the undersigned individuals hereby certify t Signed: Signs ed ‘Docualgned iy: (eet otto 3572/2020 Dane idan. Signed: " 372/2020 _ execute this Agreement on behalf of the parties. saan? 7 Signed: 3s/o0 Director of Athictics MURRAY STATE UNIVERS) Kevin Saal VP for Finance & Administrativ MURRAY STATE UNIVERST) Jackie Dudley Vice President — Collegiate Sele BSN SPORTS, LLC Todd Northrop Senior VP - Collegiate Select BSN SPORTS, LLC Dan Diekman ‘lip google comninathuik- 007 S¢4aDe%&vieu-peoarch=alksparmmscid=mepKAALSEOSBS4866034610098simpl-mnsg-IATGOONSHO... 4041