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Be it known, that Northwestern State University (herein referred to as "Northwestern") and adidas America, Inc.,
an Oregon corporation (herein referred to as "adidas"), do hereby enter into contract under the following terms
and conditions.


A. School fields athletic teams and programs in football, baseball, basketball, soccer, tennis, golf, 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 desiqns, manufactures, distributes, and sells athletic footwear, apparel and related accessoriesand
equipment through its Team Direct Sales Program (the "adidas Team Program"), the terms and conditions of sale
are updated periodically in the adidas Team SalesCatalog. The products included in the adidas Team Program
include Footwear Products, Non-Footwear Products, and Baseball, Fastpitch and LacrosseProducts (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. Schoolwishes to acquire and use adidas Products under the adidas Team Program and consistent with the
terms of this Agreement.


The parties agree as follows:


A. adidas Products.

1.1 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 MSRPfor all
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.

1.2. Apparel, Custom Uniforms, Accessoriesand 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 MSRPfor 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.

1.3. Baseball, Fastpitch, and LacrosseProducts. During the Term, School agrees to purchase, directly from adidas,
fielding gloves/mitts, batting helmets, catchers protective equipment, gloves, bats, sticks, and shoulder pads at
37.5% off MSRPfor Team Participants' use.

1.4. No Warranties. adidas shall not be liable for any injury or damage suffered by School or Team Partlcipants
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.

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1.5 No Resale. During and afterthe Term, School agrees to notsell ordistribute, orto permitthe sale or
distribution of, any adidas Products acquired pursuant to this Agreement, provided that School maysel! such
adidasProductsto:(i)affiliatesofthe 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.



B. Exclusive Use.

1.1 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.

1.2 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.

Exceptionsto this Section 2 require written approval by adidas

C. License.

1.1 School hereby grants to adidas the right and license, during the Term and at all times thereafter to the
extent necessaryfor 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'sTeams and Team Participants under this Agreement.

D. Promotional Merchandise.

1.1. MerchandiseProvided if PurchaseMinimums Met. During the Term, adidas will provide School with
merchandise listed in Section 4.2 below, during each School Year (defined as June 1 through May 30) of the Term,
contingent upon Schoolachieving 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

1.2. Promotional Merchandisefor Each SchoolYear. For each School Year, during the Term, adidas shall provide
the following types and values of Promotional Merchandise:

Annual Purchase Minimum Merchandise 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 $170,000
$300,000 + $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.

1. Football:

• •Head Football Coachwill receive $2,500 in product at retail value for being named Conference
Coachof the Year
· . Program will receive $5,000 for NCAAPlayoff Appearance (FCS)
· . Program will receive $20,000 for NCAABowl Appearance

2. Baseball/Softball:

· BaseballNCAARegionalAppearance: Program will receive $5000 in product at retail value

· Softball NCAARegionalAppearance: Program will receive $5000 in product at retail value
· Baseball NCAASuper RegionalAppearance: Program will receive $10,000 in product at retail
· Softball NCAASuper RegionalAppearance: Program will receive $10,000 in product at retail
· Baseballor Softball National Championship: $20,000 in product at retail value

3. Men and Women's Basketball:

· NCAAAppearance: $5,000 in product at retail value

· NCAASweet 16 Appearance: $20,000 in product at retail value

4. Men's Basketball Additional

Compensation Cash Incentive
Sponsorship Compensation
(Men's Basketball)
Sweet 16 $ 20,000.00
Elite 8 $ 25,000.00
Final Four $ 75,000.00
NCAAChampions $225,000.00
*AII 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 25% 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. School Approvals.

1.1. 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.

1.2. Notice. adidas shall provide School with items for approval. School shall approve or disapprove
within five 15Jbusiness days. If 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

1.3. 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: liJ 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 liil 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.

G. 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.

If to adidas: If to School:
adidas America, Inc. Northwestern State University
5055 N. Greeley Ave. Purchasing Department
Portland, OR 97217 Dale Martin
Attn: Director, U.S. Team 200 Sam Sibley Dr
Sports Natchitoches, LA 71497


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.


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 a) compensation; b) beginning/ending date of the contract; c)
scope of work; and/or d) adidas change through the assignment of contract process. Any such changes, once
approved, will result in the issuanceof an amendment to the contract.


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


Descriptive headings in this contract are for convenience only and shall not affect the construction of this contract
or meaning of contractual language.


adidas shall invoice Northwestern directly and payment shall be made by Northwestern directly to adidas in
accordance with the payment terms agreed to in this Contract.


Interest due by Northwestern for late payments shall be in accordance with La. R.S. 39:1695 and 13:4202.


adidas agrees that all applicable taxes are included in the schedule pricing. Northwestern is exempt from all State
and local sales and use taxes.



Northwestern 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 Northwestern 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 Northwestern, at its option, place adidas in default and the contract shall terminate on the date
specified in such notice.

adidas may exercise any rights available to it under Louisiana law to terminate for cause upon the failure of the
Northwestern to comply with the terms and conditions of this contract, provided that adidas shall give
Northwestern written notice specifying the Northwestern's failure and a reasonable opportunity for Northwestern to
cure the defect.


Intentionally Deleted.


The continuation of this contract is contingent upon the appropriation of funds to fulfill 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.


All records, reports, documents and other material delivered or transmitted to adidas by Northwestern shall remain
the property of Northwestern, and shall be returned by adidas to Northwestern at adidas's expense, at termination
or expiration of this contract. All records, reports, documents, or other material related to this contract and/or
obtained or prepared by Northwestern in connection with the performance of the services contracted for herein
shall become the property of the Northwestern, and shall, upon request, be returned by adidas to Northwestern, at
adidas's expense, at termination or expiration of this contract.


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.


Representations and Warranties. Each party represents and warrants that such party Ii] is not party
to any agreement, contract or understanding, whether oral or written, that would prevent, limit or

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hinder the performance of any of its obligations under this Agreement; and [iil has the due and
proper authority to enter into and perform its obligations under this Agreement.


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.

adidas shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully
indemnify and hold harmless the State 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 adidas shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent
act or failure to act of the State.

adidas will indemnify, defend and hold the State harmless, without timitetion, from and against any and all
damages, expenses (including reasonable attorneys' fees), claims judgments, liabilities and costs which may be
finally assessedagainst 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 State shall give adidas: (i) prompt written notice of any action, claim or threat of
infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at
adidas's sole expense, and (iii) assistance in the defense of any such action at the expense of adidas. Where a
dispute or claim arises relative to a 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
Commissionerof Administration shall require.

adidas shall not be obligated to indemnify that portion of a claim or dispute based upon: (i) State's unauthorized
modification or alteration of a Product, Material, or Service; (ii) State's use of the Product, Material, or Service in
combination with other products, materials, or services not furnished by adidas; (iii) State's use in other than the
specified operating conditions and environment.

In addition to the foregoing, if the use of any item(s) or partes) 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; (ii) to modify the component so that it becomes non-infringing equipment of at least equal
quality and performance; or (iii) to replace said item(s) or partes) 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 byadidas.

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.


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.


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 Northwestern for any breach in the performance of the adidas's duties. adidas will be the single point of
contact for all subcontractor work.


adidas shall not assign any interest in this contract by assignment, transfer, or novation, without prior written
consent of Northwestern. 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 Northwestern.


adidas acknowledges that Chapter 15 of Title 42 of the Louisiana RevisedStatutes (La. R.S. 42: 1101 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 Northwestern if potential violations of the Code of Governmental Ethics arise at
any time during the term of this contract.


Confidentiality. Subject to applicable state public records law, the terms of this
Agreement are strictly confidential and 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 disclosure and restricting their use of such information to purposes consistent with the
provisions of this Agreement.


Any claim or controversy arising out of this contract shall be resolved by the provisions of Louisiana RevisedStatute


The State Legislative auditor, federal auditors and internal auditors of the Division of Administration, or others so
desiqnated 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. Recordsshall be
made available during normal working hours for this purpose.


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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.


Statements, acts and omissions made by or on behalf of the Commissionerof Administration regarding the RFPor
RFP process, this Contract, any Contractor and/or 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 Commissionerof Administration's authority in procurement matters.


This Contract is effective July 01, 2016 and will end no later than June 30, 2021, unless otherwise terminated in
accordance with the Termination provision of this Contract.


No work shall be performed by adidas and Northwestern shall not be bound until such time as this Contract is fully
executed between Northwestern and adidas and all required approvals are obtained.


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.


adidas agrees to abide by the requirements of the following as applicable: Title VI and Title VII of the Civil Rights
Act of 1964, as 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 AssistanceAct 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
render 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.


adidas shall maintain all records in relation to this contract for a period of at least five (5) years after final payment.


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.


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.


adidas hereby recognizesthe 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).


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 EPAList of Violating Facilities.


adidas will be expected to comply with Federal statutes required in the Anti-Lobbying Act and the Debarment Act.


This Contract shall be governed by and interpreted in accordance with the laws of the State of Louisiana, including
but not limited to La. R.S. 39:1551-1736; 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

Each party shall comply with all laws, rules and regulations applicable to it in the
performance of its obligations under this Agreement.


This is the complete Contract between the parties with respect to the subject matter and all prior discussionsand
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


The Request for Proposals SB01695 dated 01/07/2016, and adidas's Proposal dated 01/07/2016 are attached
hereto and, incorporated into this Contract as though fully set forth herein. In the event of an inconsistency
between this Contract, the RFPand/or adidas's Proposal, unless otherwise provided herein, the inconsistency shall
be resolved by giving precedencefirst to this Contract, then to the RFPand finally, adidas's Proposal.

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THUS DONE AND SIGNED AT '6"00$" N.6'(ct'~ on this \~ day of ..8erJ, 20J.k? and, IN WITNESS
WHEREOF,the parties have executed this Contra:

THUS DONEAND SIGNEDAT Natchitoches, Louisiana on this z_ r day of /)"'1 ' 20~ and, IN WITNESS
WHEREOF,the parties have executed this Contract.

Northwestern State University

~~~~ Ile:= ?2~;'?~J:,.'r

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Exhibit A

In exchange for the terms and conditions listed in the AGREEMENT, School will provide adidas
with the following during each year of the agreement:
In all media and methods of communication listed below, School agrees that adidas shall be the
exclusive athletic footwear, apparel, and accessory brand permitted to advertise itsproducts.

Athletic Collateral Materials.

• adidas's logo placement in all Football, Men's Basketball, Women's Basketball, Baseball,
Softball, Soccer and Volleyball related media guides, schedule posters and game day programs.

Stadium Signage
• Football Stadium: (1) adidas's corporate logo sign within the stadium. (3" X 10"maximum). Sign
provided by adidas. Goalpost Donut: Both end zones will contain a padded donut provided by

• Basketball Arenas: (1) adidas's corporate logo signs within the arena. (3"X 10"
maximum) Sign provided by Contractor.

Athletic Website
• adidas link on adidas as 'Official Corporate Sponsor'

Public Address Announcements

• (2) PA Announcements during each Football, Men's Basketball, Women's Basketball,
Baseball, Softball and Volleyball home games listing the adidas as the official
supplier/outfitter of NSU Athletics.

Marketing Benefits ,
• NSU shall also provide promotions through social media per the request of adidas. This may
includepost season or "strategy" game opportunities. All cost associated shall be the
responsibility of Contractor.

Radio Broadcasts
• (2) Announcements per broadcast listing the Contractor as the official supplier/outfitter of
NSU's Athleticsfor Football, Men's Basketball, Women's Basketball and Baseball.

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