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CONTRACT a. CONTRACT Be it known, that Nicholls State University (herein referred to as “Nicholls") and adidas America, Inc., an Oregon corporation (herein referred to as “adidas"), do hereby enter into contract under the following terms and conditions. 2. SCOPE OF SERVICE 2. School fields athletic teams and programs in football, baseball, basketball, soccer, tennis, gol, softball, cross country, track and field, and volleyball (each, a “Team”) and retains and supports the coaches, 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 1 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. ‘c.School wishes to acquire and use adidas Products under the adidas Team Program and consistent with the terms of this Agreement. 3. PERFORMANCE REQUIREMENTS The parties agree as follows: A. adidas Products. ‘a. 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 forall miteam footwear products). "Footwear Products” means all footwear for Team Participants for all Team events, including competition, practices, training, coaching, travel, recruiting and media engagements. b. 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, socks, wristbands, gloves, watches, eyewear, hard goods, and inflatables) included in the 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 Participants’ use d. No Warranties. 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. e. NoResale. Duringandafterthe Term, Schoolagreestonotsellordistribute,orto permitthesale ordistributionof, any adidas Products acquired pursvanttotthis Agreement providedthatSchoolmaysellsuchadidasProductsto.(i affiliatesofthe School, including on-campus retail outlets that provide services or sales to the School's teams, athleticfacilities, faculty, studentsandvisitors;and\ii)vendorsoftheSchool that provide services to the School's teams orathletic facilities but only to the extent related to vendor's provision of service to the School. ALL GOODS PURCHASED OR OTHERWISE ACQUIRED BY SCHOOL PURSUANT TO THIS AGREEMENT ARE TRANSFERRED AS-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. B. Exclusive Use. a, Athletic Activities. During the Term, School shall ensure that each Team (including all Team 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. b. No Spatting. School shall not permit any Team Participant or any other person to “spat”, obstruct or alter adidas’s logos and marks in any way. Exceptions to this Section 2 require written approval by adidas C. License. School hereby grants to adidas the right and license, during the Term and at all times thereafter to the extent necessary for adidas’ 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 right to any other person or entity if the other person or entity is engaged in any business competitive with adidas. This license includes the right to use School's name, nickname, initials, photograph, likeness, 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. D. Promotional Merchandi a, 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 2 through May 30) of the Term, contingent upon Schoo! achieving and maintaining minimum annual purchase volumes of $100,000 (which includes custom uniform purchases directly through the adidas Team Program). Failure to comply with minimum, purchase requirements will result in School being liable for providing adidas with cash compensation equivalent to the sales shortfall. b. Promotional Merchandise for Each School Year. For each School Year, during the Term, adidas shall provide the following types and values of Promotional Merchandise: Annual Purchase Merchandise Minimum Requirement ‘Compensation* $100,000-$124,999 $40,000 $125,000- $149,999 $55,000 $150,000-$199,999 $70,000 $200,000: $249,999 $130,000 $250,000- $299,999 $370,000 '5300,000 + $200,000 “Promotional Merchandise” 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. E. Incentive Compensation. adidas shall provide School the following bonus amounts in any School Year if School achieves the applicable goals during such School Year. a, Football: ‘= Head Football Coach will receive $2,500 in product at retail value for being named Conference Coach of the Year Program will receive $5,000 for NCAA Playoff Appearance (FCS) = Program will receive $20,000 for NCAA Bowl Appearance b. Baseball/Softball: Baseball NCAA Regional Appearance: Program will receive $5000 in product at retail value [1 Softball NCAA Regional Appearance: Program will receive $5000 in product at retail value Baseball NCAA Super Regional Appearance: Program will receive $10,000 in product at retai value Softball NCAA Super Regional Appearance: Program will receive $10,000 in product at retail value Baseball or Softball National Championship: $20,000 in product at retail value Men and Women's Basketball: ‘= NCAA Appearance: $5,000 in product at retail value = NCAA Sweet 16 Appearance: $20,000 in product at retail value d. Men's Basketball Additional ‘Compensation Cash Incentive sponsorship Compensation (Men's Basketball) ‘Sweet 26 20,000.00 Elite 8 $ 25,000.00 Final Four $75,000.00 NCAA Champions $225,000.00 *All bonuses are non-cumulated (e.g. only the highest achievement shall be compensated) Right of Suspension or Reduction. If adidas believes that if School has breached any term of this Agreement, then adidas may (in its sole discretion) suspend or reduce payments of incentive compensation and/or reduce the dollar amount of adidas Products available to School under Section according to the following schedule: For the first offense, there will be a 259% reduction in the amount of Promotional Merchandise. The second offense will incur a 50% reduction in the amount of Promotional Merchandise or termination of the Agreement. The third offense will incur a 100% reduction in the amount of Promotional Merchandise or termination of the Agreement, at adidas’ sole discretion. Any reductions in the amount of Promotional Merchandise will be deducted in the following School Year unless the breach occurs in the final year of this Agreement, in which case the deduction will occur in the current School Year or in the first renewal year. The decision to apply the deduction in the current School Year or the first renewal year rests entirely with adidas. F, Marketing Benefits. in all 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 logo placement in all sports related media guides and game day programs = adidas logo placement on all collateral materials used to promote the Nicholls State University Football, Men and Women’s Basketball, Baseball & Softball, Soccer and Volleyball; including, but not limited to schedules, posters, camp brochures and coaches clinics "The option to include a fiyer/brochure, provided by adidas, into the Football season ticket holder mailings free of charge Stadium Signage = Baseball: Agreed upon Outfield Signage * Basketball: Agreed upon Arena signage. * Football Stadium/Football Facility © Prominent signage in current football stadium and any new football stadium. Athletic Website ‘adidas link on listing adidas as ‘Official Corporate Sponsor’ Public Address Announcements = (2) PA Announcements during each athletic home games listing adidas as the official supplier/outtitter of Nicholls State University = (2) Video Board Announcements during each athletic home game listing adidas as the official supplier/outfitter of Nicholls State. Direct Mail Inserts/Email Blasts = Allow adidas to include (2) direct mail inserts for Football per year. adidas to provide copy and content. adidas to pay for cost of flyer. = Grant adidas access to your email database for Football for up to (2) email blasts per year. adidas to provide copy and content. Appearances — Football & Men/Women’s Basketball = Schedule Permitting: Head Coach will make (1) adidas-sponsored appearances per year. Written notice will be provided to Head Coach (30) days in advance. * Online Appearance. Head Coach will make (2) adidas-sponsored online appearance per year. Written notice will be provided to Head Coach (14) days in advance. Season Tickets Sideline Passes: Up to (2) sideline passes for each football home/away game - upon request Football - Offered Up to (8) Season Tickets & (2) parking passes ~ free of charge Football - Post Season — Offered up to (4) Post Season Game Tickets — free of charge NCAA Basketball Tournament: Offered up to (4) game tickets — upon request Men & Women’s Basketball - Offered up to (4) NCAAJNIT post game tickets — free of charge ‘School shall also provide social media promotion and collaboration as requested by adidas. G. School Approvals. a, School Approval. If School utilizes a third-party licensing agent or if School utilizes a licensing department within the School administration, School agrees and acknowledges that any approvals given by the School's athletic director or his/her designee shall be sufficient for all purposes under this Agreement. . Notice. adidas shall provide School with items for approval. School shall approve or disapprove within five (5) business days. f School does not provide approval or disapproval with the allotted time, then this shall be deemed approval and adidas may proceed with its obligations under this Agreement. ¢. No Resale. During and after the Term, School agrees to not sell or distribute, or to permit the sale or distribution of, any adidas Products acquired pursuant to this Agreement, provided that School may sell such adidas Products to: (i) affiliates of the School, including on-campus retail outlets that provide services or sales to the School's teams, athletic facilities, faculty, students and visitors; and (ii) vendors of the School that provide services to the School's teams or athletic facilities but only to the extent related to vendor's provision of service to the School. H. Notices. Notices required 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 IFto adidas If to School adidas America, Inc. Nicholls State University 5055 N. Greeley Ave. Purchasing Department. Portland, OR 97217 Terry Dupre Attn: Director, U.S. Team PO Box 2052 Sports Thibadaux, LA 70310 4 VETERAN-OWNED AND SERVICE-CONNECTED DISABLED VETERAN-OWNED SMALL. ENTREPRENEURSHIPS (VETERAN INITIATIVE) AND LOUISIANA INITIATIVE FOR SMALL. ENTREPRENEURSHIPS (HUDSON INITIATIVE) PROGRAMS REPORTING REQUIREMENTS, During the term of this contract and at expiration, adidas will be required to report Veteran-Owned and Service- Connected Disabled Veteran-Owned and Hudson Initiative small entrepreneurship subcontractor or distributor participation and the dollar amount of each 5. CONTRACT MODIFICATIONS No amendment or variation of the terms of this contract shall be valid unless made in writing, signed by the parties and approved as required by law. No oral understanding or agreement not incorporated in the contract is binding on any of the parties. Changes to the contract include any change in 2) compensation; b) beginning/ending date of the contract; ¢) scope of work; and/or d) Adidas change through the assignment of contract process. Any such changes, once approved, will result in the issuance of an amendment to the contract. 6. FUND USE adidas agrees not to use contract proceeds to urge any elector to vote for or against any candidate or proposition on an election ballot nor shall such funds be used to lobby for or against any proposition or matter having the effect of law being considered by the Louisiana Legislature or any local governing authority. This provision shall not prevent the normal dissemination of factual information relative to a proposition on any election ballot or a proposition or matter having the effect of law being considered by the Louisiana Legislature or any local governing authority 7. HEADINGS Descriptive headings in this contract are for convenience only and shall not affect the construction of this, contract or meaning of contractual language. 8. PAYMENT TERMS adidas shall invoice Nicholls directly and payment shall be made by Nicholls directly to adidas in accordance with the payment terms agreed to in this Contract. 9. LATE PAYMENTS Interest due by Nicholls for late payments shall be in accordance with La. R.S. 39:1695 and 13:4202. 30. TAXES Adidas agrees that all applicable taxes are included in the schedule pricing. Nicholls is exempt from all State and local sales and use taxes aa. TERMINATION 22.2 TERMINATION OF THIS CONTRACT FOR CAUSE a. Nicholls may terminate this contract for cause based upon the failure of Adidas to comply with the terms and/or conditions of the contract, or failure to fulfill its performance obligations pursuant to this contract, provided that Nicholls shall give adidas written notice specifying adidas's failure. If within thirty (30) days after receipt of such notice, adidas shall not have corrected such failure or, in the case of failure which cannot be corrected in thirty (30) days, begun in good faith to correct such failure and thereafter proceeded diligently to complete such correction, then Nicholls, at its option, place adidas in default and the contract shall terminate on the date specified in such notice b. adidas may exercise any rights available to it under Louisiana law to terminate for cause upon the failure of the Nicholls to comply with the terms and conditions of this contract, provided that adidas shall give Nicholls written notice specifying the Nicholls's failure and a reasonable opportunity for Nicholls to cure the defect. 22.2 TERMINATION FOR NON-APPROPRIATION OF FUNDS The continuation of this contract is contingent upon the appropriation of funds to fulfil the requirements of the contract by the legislature. If the legislature fails to appropriate sufficient monies to provide for the continuation of the contract or if such appropriation is reduced by the veto of the Governor or by any means provided in the appropriations act or Title 39 of the Louisiana Revised Statutes of 1950 to prevent the total appropriation for the year from exceeding revenues for that year, or for any other lawful purpose, and the effect of such reduction is to provide insufficient monies for the continuation of the contract, the contract shall terminate on the date of the beginning of the first fiscal year for which funds are not appropriated. 22. OWNERSHIP. All records, reports, documents, or other material related to this contract andjor obtained or prepared by adidas in connection with the performance of the services contracted for herein shall become the property of Nicholls, and shall, upon request, be returned by adidas to Nicholls, at Nicholls's expense, at termination or expiration of this contract 33. WAIVER Waiver of any breach of any term or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by the written consent of both parties. 14. WARRANTIES Representations and Warranties. Each party represents and warrants that such party (i) is not party to any agreement, contract or understanding, whether oral or written, that would prevent, limit or hinder the performance of any of its obligations under this Agreement; and (i) has the due and proper authority to enter into and perform its obligations under this Agreement. 15. INDEMNIFICATION AND LIMITATION OF LIABILITY Neither party shall be liable for any delay or failure in performance beyond its control resulting from acts of God or force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such events upon performance of their respective duties under this contract. Each party shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the State or adidas (as relevant) from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by adidas, its agents, employees, partners or subcontractors in the performance of this contract, without limitation; provided, however, that neither party shall indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State or adidas (as relevant). Each party will indemnify, defend and hold the State or adidas harmless, without limitation, from and against, any and all damages, expenses (including reasonable attorneys’ fees), claims judgments, liabilities and costs which may be finally assessed against the State in any action for infringement of a United States Letter Patent with respect to the Products, Materials, or Services furnished, or of any copyright, trademark, trade secret or intellectual property right, provided that the indemnified party shall give the indemnifying party: (i) prompt, written notice of any action, claim or threat of infringement suit, or other suit, (i) the opportunity to take over, settle or defend such action, claim or svit at the indemnifying party's sole expense, and (ili) assistance in the defense of any such action at the expense of the indemnifying party. Where a dispute or claim arises relative toa real or anticipated infringement, the State may require adidas, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require, Each party shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) a party's unauthorized modification or alteration of a Product, Material, or Service; (ji) a party's use of the Product, Material, or Service in combination with other products, materials, or services not furnished by a party; (ii) a party’s use in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if adidas believes that it may be enjoined, adidas shall have the right, at its own expense and sole discretion as the State’s exclusive remedy to take action no later than six (6) months after the issuance of an injunction in the following order of precedence: (i) to procure for the State the right to continue using such item(s) or part (s) thereof, as applicable; (i) to modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (ii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. Any injunction that is issued against the State which prevents the State from utilizing adidas’s product in excess of six (6) months and for which adidas has not obtained for the State or provided to the State one of the alternatives set forth in the foregoing sentence is cause for the State to terminate the Contract. In the event of such termination, the State will not be obligated to compensate adidas for any costs incurred by adidas. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records (unless adidas is required to back-up the data or records as part of the work plan), even if the party has been advised of the possibility of such damages. Neither party shall be liable for lost profits, lost revenue or lost institutional operating savings. 26. SEVERABILITY IF any term or condition of this contract or the application thereof is held invalid, such invalidity shall not affect, other terms, conditions or applications which can be given effect without the invalid term, condition or application; to this end the terms and conditions of this contract are declared severable. 37. SUBCONTRACTORS adidas may enter into subcontracts with third parties for the performance of any part of the adidas's duties and ‘obligations. In no event shall the existence of a subcontract operate to release or reduce the liability of the adidas to Nicholls for any breach in the performance of the adidas's duties. adidas will be the single point of contact for all subcontractor work 18. ASSIGNMENT adidas shall not assign any interest in this contract by assignment, transfer, or novation, without prior written consent of Nicholls. This provision shall not be construed to prohibit adidas from assigning his bank, trust company, or other financial institution any money due or to become due from approved contracts without such prior written consent. Notice of any such assignment or transfer shall be furnished promptly to Nicholls. 19. CODE OF ETHICS adidas acknowledges that Chapter 25 of Title 42 of the Lovisiana Revised Statutes (La. R.S. 42:1102 et. seq,, Code of Governmental Ethics) applies to the Contracting Party in the performance of services called for in this contract. adidas agrees to immediately notify Nicholls if potential violations of the Code of Governmental Ethics arise at any time during the term of this contract. 20. CONFIDENTIALITY Confidentiality. Subject toapplicable state public records law, the terms ofthis Agreementarestrictlyconfidentialand neither party may disclose the terms hereof to any third party without the prior written consent of the other party Notwithstanding the foregoing, either party may disclose the terms hereof to such party's professional, financial and similar advisors provided such persons are bound by covenants or obligations prohibiting further disclosureandrestrictingtheiruseofsuchinformation topurposesconsistentwiththe provisionsofthis Agreement. 21. CONTRACT CONTROVERSIES Any claim or controversy arising out of this contract shall be resolved by the provisions of Louisiana Revised Statute 39:2673 22. RIGHT TO AUDIT The State Legislative auditor, federal auditors and internal auditors of the Division of Administration, or others so designated by the DOA, shall have the option to audit all accounts directly pertaining to the contract for a period of five (5) years from the date of final payment or as required by applicable State and Federal Law. Records shall be made available during normal working hours for this purpose. 23. CERTIFICATION OF NO FEDERAL SUSPENSION OR DEBARMENT adidas has a continuing obligation to disclose any suspensions or debarment by any government entity, including but not limited to General Services Administration (GSA). Failure to disclose may constitute grounds for suspension and/or termination of this Contract and debarment from future contracts, 24. COMMISSIONER'S STATEMENTS, Statements, acts and omissions made by or on behalf of the Commissioner of Administration regarding the RFP or RFP process, this Contract, any Contractor andjor any subcontractor of adidas shall not be deemed a conflict of interest when the Commissioner is discharging her duties and responsibilities under law, including, but not limited, to the Commissioner of Administration’s authority in procurement matters. 25. TERM OF CONTRACT This Contract is effective July 01, 2026 and will end no later than June 30, 2023, unless otherwise terminated in accordance with the Termination provision of this Contract. 26. COMMENCEMENT OF WORK No work shall be performed by adidas and Nicholls shall not be bound until such time as this Contract is fully executed between Nicholls and adidas and all required approvals are obtained 27. E-VERIFY adidas acknowledges and agrees to comply with the provisions of La. R.S. 38:2212.10 and federal law pertaining to E-Verify in the performance of services under this Contract. 28. COMPLIANCE WITH CIVIL RIGHTS LAWS, adidas agrees to abide by the requirements of the following as applicable: Title VI and Title Vil of the Civil Rights Act of 1964, a5 amended by the Equal Opportunity Act of 1972, Federal Executive Order 11246, the Federal Rehabilitation Act of 1973, as amended, the Vietnam Era Veteran's Readjustment Assistance Act of 1974, Title IX of the Education Amendments of 1972, the Age Act of 1975, and adidas agrees to abide by the requirements of the Americans with Disabilities Act of 1990. adidas agrees not to discriminate in its employment practices, and will ender services under this contract without regard to race, color, religion, sex, national origin, veteran status, political affiliation, or disabilities. Any act of discrimination committed by adidas, or failure to comply with these statutory obligations when applicable shall be grounds for termination of this contract. 29. RECORD RETENTION adidas shall maintain all records in relation to this contract for a period of at least five (5) years after final payment. -10- 30. ANTI-KICKBACK CLAUSE adidas hereby agrees to adhere to the mandate dictated by the Copeland "Anti-Kickback" Act which provides that each contractor or subgrantee shall be prohibited from inducing, by any means, any person employed in the completion of work, to give up any part of the compensation to which he is otherwise entitled. 3a. CLEAN AIR ACT adidas hereby agrees to adhere to the provisions which require compliance with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act which prohibits the use under non-exempt Federal contracts, grants or loans of facilities included on the EPA list of Violating Facilities. 32. ENERGY POLICY AND CONSERVATION ACT adidas hereby recognizes the mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94- 163). 33. CLEAN WATER ACT adidas hereby agrees to adhere to the provisions which require compliance with all applicable standards, orders, or requirements issued under Section 508 of the Clean Water Act which prohibits the use under non-exempt Federal contracts, grants or loans of facilities included on the EPA List of Violating Facilities. 34. ANTI-LOBBYING AND DEBARMENT ACT adidas will be expected to comply with Federal statutes required in the Anti-Lobbying Act and the Debarment Act 35. GOVERNING LAW This Contract shall be governed by and interpreted in accordance with the laws of the State of Lovisiana, including but not limited to La. R.S. 39:1552-2736; rules and regulations; executive orders, standard terms and conditions; special terms and conditions; and specifications listed in the RFP; and this contract. Venue of any action brought with regard to this Contract shall be in the Nineteenth Judicial District Court, parish of East Baton Rouge, State of Louisiana, Each party shall comply with all laws, rules and regulations applicable to it in the performance of its obligations under this ‘Agreement. 36. COMPLETE CONTRACT This s the complete Contract between the parties with respect to the subject matter and all prior discussions and negotiations are merged into this contract. This contract is entered into with neither party relying on any statement or representation made by the other party not embodied in this contract and there are no other agreements or understanding changing or modifying the terms. This Contract shall become effective upon final statutory approval. ae 37. ORDER OF PRECEDENCE The Request for Proposals S801695 dated 01/07/2026, and adidas’s Proposal dated 02/07/2036 are attached hereto and, incorporated into this Contract as though fully set forth herein. In the event of an inconsistency between this Contract, the RFP andjor adidas’s Proposal, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence first to this Contract, then to the RFP and finally, adidas's Proposal. [Signatures on Following Page] -12- THUS DONE AND SIGNED AT_QUX_)e_ on this J4_ day of Ap=[, 20/6, and, IN WITNESS WHEREOF, the parties have executed this Contract. WITNESSES’ SIGNATURES: adidas America: Buh kK [luce by._Mene Deals Aetna Tite: UP Term Goual Approved Js t8 form by adidas Legal Dept THUS DONE AND SIGNED AT Thibodaux, Lovisiana on this day of 20_, and, IN WITNESS WHEREOF, the parties have executed this Contract. WITNESSES’ SIGNATURES: Title: President -13-

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