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He ¥ fon ‘TEAM AGREEMENT This Team Sponsorship Agreement (this “Agreement”) is entered into between adidas America, Inc., an Oregon corporation (“adidas”), and New Jersey Institute of Technology (NJIT) (“School”), a public research university, effective as of the first day of the Term (as defined in Section 7.1 below), RECITALS School fields athletic teams and programs in Men: Baseball, Cross Country, Fencing, Lacrosse, Soccer, Swim & Dive, Tennis, ‘Track & Field and Volleyball. Women; Women’s Basketball, Cross Country, Fencing, Soccer, Teanis, Track & Field and Volleyball. Club sports: Bowling, Iee Hockey and Rugby, (cach a “Team”) and retains and supports the coaches, staff and student athletes in connection therewith (collectively, the “Team Participants") i. Men's Basketball is subject to prior agreoment which shall not expire until 6/30/17, All requirements of this agreement shall not inelude men's basketball until the expiration of prior agreement, including circumstances that may result in early termination of prior agreement. After expiration of the prior agreement, Men’s Basketball shall be included in the definition of Sposts B, adidas designs, manufactures, distributes, and sells athletic footwear, apparel and related accessories and equipment through its Team Direct Sales Program (the “adides 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 Inflatables; Basketballs, Footballs and Soccer Balls (cach as defined in Scotion 1 betow) (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 Schoo! under the adidas Team Program, School wishes to acquire and use adidas Products under the adidas Team Program and consistent with the terms of this Agreement. ‘The parties agree as follows: AGREEMENT 1. adidas Products, 1.1. Footwear Products, During the Term, School agrees to purchase adidas Footwear Products directly fiom adidas for Team Participants’ use in accordance with the edidas ‘Team Program (45% off MSRP / 30% off MSRP for all miteam footwear products). “Footwear Products” means all footwear for Team Participants for all Team events, including competition, practices, training, coaching, travel, and recruiting and media engagements, 1,2, Apparel, Custom Uniforms, Accessories and Equipment, During the Term, School agrees to purchase, directly fom 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 (ie. Football sideline and baseball), socks, wristbands, 1 3. loves, watches, eyewear, hard goods, and inflatables) included in the adidas Team Program, but excluding Footwear Products, 1S. Baseball Faspitch and Lasosse Produols, During the Term, Sehool agrees to preace, ditectly fom adidas, ‘ficiding gloveshmitts, batting hemes, “ches Foam Paajeguibment gloves, bats, sticks, and shouldee pads at 37.5% off MSRP he ‘Team Participants’ use, 14. No Wamrantes, adidas shall not be lable for any injury or damage suffered by School Or Team Participants fiom wearing or using adidas Products, and Schocy hereby abicssly knowingly and irevocably waives all such lability, excopt to the extent sory injury or damage is caused by adidas’s gross negligence or willfal 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, Exclusive Use. 2.1. Athletic Activities, During the Term, School shall ensure that cach Team (including all inclnding games and practice sessions, being filmed by motion picture or ora Posing for photographs, and conducting or participating in camps or clinics, 2.2, No Spatting. School shall not permit any Team Participant or any other person to “spat”, obstruct or alter adidas’ logos and marks in any way. Exceptions to this Section 2 require writen approval by adidas JHicense. ‘School hereby grants to adidas the right and licenso, during the Term and at all times {Rereafter to the extent necessary for adidas’ lawful business purposes, te use School's name and Lrademakes worldwide in conection with the development, proation, at, initials, photograph, likeness, image or facsimile image, video or les portrayals and any other reeAiot expressing Schools uso of adidas Products in connection with, bat rut limited to, television and radio advertisements, print advertisements, advertisements on any public ot private online serviee ot the Intemet, catalogs, posters, billboards, building murals, video or audio promotional productions, promotional or marketing appearances, and hang tags and other in-slore splays. School acknowledges that no royety shall be paid on adidas Pantene provided by adidas 1p sehool's Teams and Team, Pasticipants under this Agreement. Bach pasty geants the other party a limited, non-exclusive license to use the trade name, trademarks, and service marks as required for their performance of this Agreement. Promotional Merchandise, 4.1. Merchandise Provided if Pur maintaining minimum annual purchase volumes o} includes custom uniform purchases directly thro to comply with minimum purchase requiremes providing adidas with cash compensation equival 4.2. Promotional Merchandise for Bach ‘Term, adidas shall provide the follow’ “Promotional ‘Year to the next, Athletic Of Atblotios and at full retail price: ints will result in rchandise” means promotional merchandise ord Sales Catalog. Unused promotional merchandise amounts, forfeited by School, As a result, promotional merchandise Aet. During the Term, adidas will 4.2 below, during each School Year Contingent upon Schoo! a F $150,000 (wholesale pricing) (which ugh the adidas Team Programm). Failure Schoo! being liable for lent {0 the sales shortfall School Year. For each Schoo! Year, during the ng types and values of Promotional Merchandise: rector Discretionary Fund, adidas shall provide the School the following promotional prodiets in any School Yeat, product allotment willbe distributed atthe discretion ofthe Deena SE aa eee ee es $150,000 - $200,000 z $100,000 é 0,001 - $248 [$115,000 $250,000 $299,999 ~ $130,000 i $300,000- $349,999 $10,000 Transition Allotment. adidas shall provide School the following product in Year One to assist, With the transitioning all athletic department programs to adidas. Peer Transition to adidas-- Year One only ‘Men's Basketball Tra Men’s Basketball Allotment, adidas shall provide Schoo! the following CE eres Meee) ion Product Allotment Pema Cea product allotment in any School Year for the Men’s Basketball program, starting July 1", 2017 OR wien Men's Pasketball’s current appatel/footwear provider's contract is tetmineted, whichever eircumstance happens earlier, |____Men's Basketball Product Allotment ea eee ees $38,000 _ ing and lors from the adidas Team as of 5:00 PM EST May 30, are cannot be carried fiom one Schoo! Men’s Lacrosse Allotment, adidas shall provide School the following product allotment in any ‘School Yeat for the Lacrosse program, eyes ‘Men's Lacrosse Product Allotment Cea Cee Lacrosse Equipment/Hardgoods (ie. heads, sticks, gloves, et.) Lacrosse Equipment/Hardgoods (e. heads, sticks, gloves, ete.) |Buy (1), Get) free Apparel (ie, uniforms, practice, eta) 50% off MSRP Footwear 45% off MSRP 37.5% off MSRP. 9 Incentive Compensation, adidas shall provide School the follow ing bonus amounts in any School ‘Year if School achieves the applicable goals during such School Year ee Pet Men & Women's Basketball Program Use the adidas Basketballs for Game & Practice $2, Men & Wemen's Basketball Conference Coach ofthe Year $2,500 ‘Men & Women's Basketnall Reach CIT or Cel Post Season Tournanvont $3,000 Men & Women’s Basketball Reach NIT or NCAA Post-Season Tournament $4000 | Men & Women's Basketball Reach 2nd Round of NCAA Post Seaton Tournament $10,000 lyme Sports: Team reaches NCAA Post Season Play (NCAA) —_ $2,000 10. Baseball Hardgoods Produet Allotment. adidas Shall provide the School the following product allotment in any School Year for the baseball program: CE BBCOR Certified, non-wood bats ** Buy (1), Get (1) free— minimum of 12 units, Fielder’ Gloves _ Buy 3),Get(1)free Catching Gear zi Buy (2) sets; Get (1) Free Fauipment Bags or team travel bags (medium duffelsfoackpacks) | Buy (a), Get (3) free Coach's Briefcases a Buy (1), Get (1) free Wheel Bags z ____| Buy (1), Get (7) free Batting Helmets [buy (2), Get (2) free - minimum purchase ofa units | ** Replaced as necessary due to wear and tear (subject to the current NCAA Regulations} 11, Sport Specific Product Allotments. adidas Shall provide School the following product allotments in any Schoo! Year for the following sport 12. Marketing Benefits. In all media agreements fisted in Recitals (A), footwear, apparel, and accessory br and methods of co School shall identify adidas as the Sch rand permitted to advertise its products, nununication listed below and subject to prior 100!’s exclusive athletic Athletic Collateral Mat terials * dicas logo placement in all Men & Wounen’s Basketball Baseball, and Volleyball - related media guides and game day programs * Aaldes logo placement on all collateral materiols used to promote NJIT Athletios; including, but “ot limited to schedules, posters, camp brochures and coschee etm cx Stadium Signa, eladium Signage * Basketball Arena: fg Rotating Signage at Scorer's Table (or) + Basketball Goalpost Pad * Baseball Outfield Signage © (1) permanent outfield wall sign * Soccer © (1) permanent outfield fence sign Athletic Website "adidas link on bttp://www.n) jithighlanders.com, Corporate Sponsor” limited by and subject to Public Address Announcements * @)PA Announcements during each Men & Women Basketball, Volleyball and Baseball home saves listing adidas as the official supplierfoutfitter of NOVI. Athletics * ©) Video Board Announcements during each Men & Women Basketball home game (if homepage listin, adidas as an ‘Official Prior agreements listed in Recital (A), Official Game Ball "AGS Nl be the ‘Official Game Ball’ for NITT Men & Women Basketbll Program during the Jength of the agreement limited by and subject to prion agen wet in Recital (A). E (6) Men's Basketball Season Tickets All Sports « Offered up to (4) Post S request) » and (2) Parking Passes (upon request) . eagon/CWS/NCAAINIT tournament tickets for free (upon 13, Representations and Warranties, Each arty Tepresents and warrants that sueb party (i) is not arty to any agreement, contract or Understanding, whether oral or written, that would prevent, Agrecment; and (ii) has the due 14. Term and Termination, Term. This Agreement shall remain in effeet from July 1%, 2015 and until Sooner terminated pursuant fo the terms ofthis Agreement (the "Term"), 5 June 30", 2022, unless 141, 14.2, 14.3, 14.4, ppatantion for Cause. Bither party may terminate this Agreement if the other party resaialy breaches this Agrooment and, if such breach ie curablo, fall wo oece sch breach within 30 days of written notice from the non-breaching party, The parties foimowledge and agree that the breach of Seation 2 constitutes eine calc ‘material breach of this Agreement, pitalnation by adidas. adidas may, in its sole discretion, reduce the amount of Promotional Merchandise descibed in Section 4 by 50% or termina che Agreement if {© one or more coaches, Teams or players are suspended or ather sic: subject to the Fear isciblinry action by the NCAA, including any disciplinary actin ee limits the Team's competitiveness or prevents the Team fron participating in regular season Phyo ment games; or (b) in adidas" sole estimation one or moze eoaches Teams, or Players engage in conduct that reflects poorly on adi or that haynes adie reputation in any way, Right of Suspension or Reduction, If adidas betioves that if School has broached any form of this Agreement, then adides tay (in its sole discretion) suspend or reduce rear o atcentive compensetion andlor redueo the dollar amount of adides Products Available to School under Section according to the following schedule: 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 remediea available to the 15, Rights of First Dealing and Wirst Refusal, 15.1, Agreement (“Fitst Dealing Period”). ‘The patties shail not be obligated to enter into an qeanment if they eannot settic on mutually agreeable terms (Which may be the same Sinancial terms as contemplated in this Agreement) during the Fitst Dealing Period, During the Fest Dealing Pesiod, School shall not, and Schoo! shall nt permit its agents, atomeys, accountants, representatives or employees to, engage in any discussions ot Pepotiations with aby third party or any agreement or arrangement involving, in whole or in part, the same subject matter ag in this Agrecinent, including the sponsorship, 6 Promotion, advertisement or endorsement of athletic apparel and footwear products, or Providing consulting or similar services with respect to athletic apparel and footwear products (“Third Party Deal”, Schoo! for such rights on the third party terms and cordlions, moni solely in terms Which are material, measurable and matchable (Thind Party Terms”). Schoo! shall notify adidas of the Third Party Terms it receives for any Third Party Deal, Evidence of fuck an offer most be on tho third party's letterhead and a copy thereot soot be supplied to adidas, adidas shall have 30 days from its receipt of the ‘hind Party Terms to match Such Thi Party Tens. If adidas matches the Third Party Terms, then Sehool shall ‘enter into anew agreement with adidas consistent with the ‘Third Party Terms. 16. Covenanis of Parties, 16.1 162, 16.3, 16.4, 16.5. Spnldentiain. "Subject to applicable state public records aw and except for disclosures requited by applicabie lw (eg, New lercy Open Public Reoords Act), rule, Tegulation, investigative demand, subpoena, legal process or court/administrative order, the terms of this Agreoment are strictly confidential and neither: party may disclose the Nene fsteof to any third party without the prior written eonsont of che other party, Notwithstanding the foregoing, either party may disclose the taco hereof to such Compliance with Law. Bach party shall comply with all federal, state, and local laws, files and regulations applicable to it ia the performance ef ie obligations under this Agreement, School, including on-campus retail outlets that provide services or sales to the School's gains, 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, Payment to adidas, adides shall be required to comply with School’s customary Procurement policies procedures, including submission of appropriate invoices AG patty shall have any ability to the other for any consequential exemplary, special, incidental, or punitive damages even if advised of the possibility of such’ damages, ‘ncluding without limitation lost profits and opportunity 7 17. 18, Notices. Notices required by this Agreement shall be Sent to the address listed below or to such other address as the patties may fiom time te time by notice provide, Ifto adidas: If to School: adidas America, Inc 5055 N. Greeley Ave, Athletic Director Portland, OR 97217 Attx: Ditectos, U.S, Team Sports With a copy to: adidas America, Inc, 5055 .N. Greeley Ave, Portland, OR 97217 Attn: Legal Dept. Notice is effeotive when actualy received if Sent by any means that leaves a hard-copy record in Miscellaneous. 18.1. Severability, Iany provision ofthis A, Ereement is held to be invalid or unenforceable in any respect for any reason, ity of such provision in any other respect and of the remain nt will not be in any way impaired, 182. Choice of Law: Veme: Jurisd iction. Thi Sonsirued in accordance with the laws of the Stere of New Jersey. The parties hereby tee and consent to the exclusive jurisdiction and venue of any federal or State court 'bcated in Bssex County, New Jersey. 183. Binding Effect, This Agreement will be binding on and inure to the benefit of the Patties and their respective heirs, personal Tepresentatives, successors and permitted assigns, 184. Assignment. Schoo! may not assign, sll or {cansfer this Agreement or any ofits cight, inteests or obligations undar this Agreement without adidas prior written consent, 18. Construction, ‘The captions used in this Agreement are provided for convenience only Aid Will not affect the meaning ot interpretation of any provision of this Agreement ‘Alt references in this Agrecient to "Sector oe “Sections” without additional \entification reir to the Seation or Sections ofthis Agreement. All words used in this Agreement will be construed to be of such wonder umber as the circumstances ovided in this Agreement, each patty 9 this ton with te preparation execution ant parformance of this Agreement snd the transactions concerplated by (his ‘Agreement. School shall be solely ‘responsible: for the payment of all taxes of other associated expenses on anty compensation oF ve derations received under this Agreement 38.6. Expenses. xcept as otherwise expressly 2! ‘agreement will bear its own expense coms + Relationship. Nothing contained in this Agreement shall be constracd @s seablishing an, employerfemployee, ABN partnership or joint venture relationship petween the parties 18.7. at, together with the terms aud conditions of the ‘edit application completed in hich are incorporated into this aioe son with exeoution of this Agreement all of w Teeire understanding between the pares with, ‘Rereement by reference, conetitnles respeat to the subject matierHereo? A annot be annended of modified CceRt by an ‘All previous understandings oF Tremont in writing, signed By c8CH of the partios. feet to the subject matter rein stall have no further agreements between the partis 2 force and effect. 188. Entice Agreement. This Agreeine! vday Team Soles catalog and of ‘the account of the undersigned individuals bereby costity that they are duly oon behalf of the parties. SCHOOL NAME HERE IN WITNESS WHEREOP, to execute this Agreement autho adidas America, Ine. arkes Fey “fle: Vice President for Academic ‘Support and ‘Student Affairs Name: Sark Dat ‘Title: View President, U:

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