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iContracts #2315 16

EXCLUSIVE OUTFITTER AGREEMENT

THIS EXCLUSIVE OUTFITTER AGREEMENT ("Agreement") is effective as of July I, 20 18 (" Effective Date") by and between
Under Armour, Inc., a Maryland corporation ("Under Armour"), and Stephen F. Austin State University located in Nacogdoches, Texas
("University"). Although Under Armour, Inc. is the contracting party, the rights granted herein by University to Under Armour include
Under Armour 's licensees, distributors, subsidiari es, affiliates, and any successor companies.

Preliminary Statements

University operates intercollegiate Division I athletic programs and employs the coaching staff for such programs. Under
Armour desires to: (a) provide athletic products to the Uni versity's athletic programs and their coaching staffs on an exc lu sive basis ; and
(b) use certain trademarks owned by the University to promote the relationship between University and Under Armour, all subj ect to
and in accordance with the terms and conditions set forth below.

Agreement

In consideration of the mutual covenants set forth in thi s Agreement, and other good and valuable consideration , the receipt
and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as fo llows:

I. Definitions.

1.1. "Accessories" means all accessories athletic in nature including, but not limited to headwear, wristbands, gloves,
socks, eyewear (incl uding but not limited to sunglasses), arm sleeves, calf sleeves, and bags.

1.2. "Apparel" means all apparel athletic in nature including, but not limited to protective and padded apparel, game
uniforms, practice wear, sidel ine apparel , rainwear, outerwear, shirts of all types, shorts, sweatsuits, jackets, pants, warm-ups, and
athletic cross-training apparel.

1.3 . " Apparel Categories" means men ' s, women' s, youth , and toddler/infant.

1.4. " Coaches" means the head coach and the ass istant coaches of the Teams.

1.5. " Competitor" means Nike, adidas, Reebok, New Balance, Russell, Li Ning, Puma, Asics, Rawlings, Brooks,
Saucony, Lululemon, And I, Anta, Athleta, Bauer, Champion/C9, Converse, Diadora, Easton, Fi la, Hurley, Jordan, K2 , Kappa, K-Swiss,
Lotto, Louisville Slugger, Lucy, McDavid, Mizuno, Oakley, PEAK, Pearl Izumi, STX Lacrosse, Salomon, Skins, Umbro, VS Pink,
Warrior, Wilson, X-step, 361 degrees, Zoot, and each of their respective parent companies, affi liates, subsidiaries, licensees, successors
or assigns if such entities are engaged in the manufacture, marketing, and sale of Products. Under Armour and University may add new
brands to the forego ing list by mutual agreement (which may not be unreasonably withheld to the extent a new brand emerges that is
engaged in the manufacture, marketing, and sale of Products).

1.6. " Conference" means the interco llegiate athletic conference to wh ich Teams belong.

1.7. " Conference Champion" means the regular season champion or co-champion of the Conference unless the
Conference has a championship game. If the Conference has a championship game, then "Conference Champion" means the champion
of the Conference championship game.

1.8. " Connected Fitness Products" means health and fitness too ls, applications, hardware (inc luding watches, fitness
wri stbands, heart rate monitors and straps, health and progress sca les, and other wearables), software, subscription services and related
platforms (specifically including athletic and athletically-related Apparel, Accessories, Footwear, and Equipment with the capabi lity of
measuring biometric data, and athletic and athletically-re lated training and measurement systems, methods, and programs .

1.9. "Direct Competitor" means Nike, adidas, Reebok, New Balance, and Russell, and each of their respective parent
companies, affiliates, subsidiaries, licensees, successors or ass igns if such entities are engaged in the manufacture, marketing, and sale
of Products.

I. I 0. "Distribution Channels" means any one or more of the follow ing points of sa le:

I. I 0.1 Better Department Stores I Boutiques (retail stores that are high-end or elite department stores selling a
wide range of products without a predominant merchandise line or a small shopping outlet that specializes in elite and fashionable
items);
I. I 0.2 Campus I Local (retailers that are store members of the National Association of University Stores, or carry
textbooks, or carry eighty percent (80%) of thei r store inventory for one (I) University; or are independently-owned fan/gift shops
located in the immediate campus community; or are University-owned outlets, including student owned/operated stores);

I. I 0.3 Internet I TV I Catalog Mid-Tier (sales of mid-tier or better items through online extensions of campus
retailers and mid-tier/better retailers or sales by retailers that offer commerce via shopping networks (e.g., QVC, HSN , or Shop NBC)
and published catalogs that are mailed directly to the consumer); ,

1.10.4 Specialty Mid-Tier (retail stores that specialize in a specific range of merchandise and retail items. Most
stores have an extensive width and depth of stock in items in which they specialize and provide high levels of service and expertise.
Pricing policy is general ly in the medium to high range depending on factors like the type and exclusivity of merchandise and
ownership);

I. I 0.5 Sporting Goods I Sport Specialty I Fan Shops (retai l stores that primarily focus on sports Apparel and/or
Equipment); and

1.10 .6 Mass Markets I Wholesale Clubs (retail outlets and wholesale centers that focus on high-volume, low-cost
merchandising (e .g., Wal-Mart, Costco, Target).

1. 11. "Equipment" means sports equipment used by the Teams and Coaches including, but not limited to balls (if
applicable), watches, heart rate monitors, mouth guards, mouth pieces, water bottles, catcher's equipment, batting gloves, arm and elbow
guards, and lacrosse hard goods, to the extent set forth in Section 4.2 .

1.12. "Existing Agreement" means University's current agreement(s) with a third party whereby University receives
supply of such third party's apparel and/or equipment.

1.13 . "Footwear" means all footwear athletic in nature including but not limited to on-field cleated footwear, basketball
shoes, running and training footwear, sandals, and slides.

1. 14 . "Head Coach" means the head coach of the Teams.

1.15 . "Performance Products" means Products that: (a) have a unique construction (e.g., compression/tight gear); and/or
(b) have moisture-wicking fabrics that assist the wearer during exercise and general athletic tasks in all types of weather; and/or ( c) are
marketed as assisting such construction, fabrications, and/or special characteristics. For clarity, this does not include apparel designed
and intended for casual wear or non-athletic tasks even if such products may contain moisture-wicking qualities, so long as such apparel
is not athletic-inspired in design and such moisture-wicking or other performance qualities are not marketed in a way that relates to
exercise or general athletic tasks .

1.16. "Products" means the Accessories, Apparel, Connected Fitness Products, Equipment, and Footwear. For the
avoidance of doubt, Products does not include bowling bags, bowling balls, and bowling-related accessories.

1. 17 . "Retail Pricing" means Under Armour's then-current retai l pricing for the Under Armour Products.

1. 18 . "Stafr' means people providing services to the Teams including, but not limited to athletic department employees,
eq uipment managers, and athletic trainers.

l.19 . "Team Dealer" means a team dealer authorized by Under Armour to sell Under Armour Products, as selected by
Under Armour. In the event University requests the services from more than one (l) Team Dealer during the Term,
University shall notify Under Armour and Under Armour shall select an additional Team Dealer(s), subject to such
Team Dealer's execution of an additional Exhibit with similar terms as set forth in Exhibit 8 .

1.20. "Team Pricing" means Team Dealer's then-current pricing for the Under Armour Products.

1.21 . "Teams" means all of University's intercollegiate athletic teams.

1.22 . "Under Armour Marks" means certain trademarks and other indicia of origin owned by Under Armour which Under
Armour provides to University in writing for use in accordance herewith .

1.23 . "Under Armour Products" means the Products provided by Under Armour to University for use by the Teams,
Coaches, and Staff bearing the Under Armour Marks or other Under Armour indicia of origin.

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1.24. " University Marks" means certain trademarks and other indic ia of origin owned by University which University
provides to Under Armour in writing for use in accordance herewith .

2. Term . The term of this Agreement commences on the Effective Date and continues until June 30, 2023 ("Term"), unless
earlier terminated in accordance with the terms and conditions of this Agreement. For purposes of thi s Agreement, a "Contract Year"
means each period of twelve ( 12) successive months commencing on each July I and ending on the following June 30 during the Term.
Upon mutual agreement by both parties, this Agreement may be renewed for up to five (5) additional one-year periods.

3. Under Armour's Obligations to University .

3.1 . Product Allowance. Under Armour shall provide University with Under Armour Products with a value of: (i) in
Contract Years I and 2, $125,000 per Contract Year; and (ii) in Contract Years 3, 4, and 5, $135 ,000 per Contract Year (collectively,
"Product Allowance"). If the Term is extended by mutual agreement as contemplated by Section 2, the Product Allowance shall be: (x)
in Contract Years 6, 7, and 8, $145,000 per Contract Year; and (y) in Contract Years 9 and I 0, $150,000 per Contract Year. The Product
Allowance shall be valued at Retail Pricing. University shall specify the quantity, type, and size of Under Armour Products to be
provided by Under Armour to fulfill the Product Allowance and shall notify Under Armour of the same in writing. The cost of shipping
the Under Armour Products from Under Armour to University (excluding Fed-Ex standard ground shipp ing) will be charged agai nst
University's Product Allowance and such costs are set forth in Exhibit A attached hereto . University acknowledges and agrees that it
shall be responsible for ensuring that all Under Armour Product orders are made in compliance with Under Armour's Product orderi ng
procedures and NCAA rules and regulations. U niversity is not permitted to resell any Under Armour Products supplied to University
by Under Armour pursuant to the Product Allowance, and any returns or exchanges of Under Armour Products will be processed via
Under Armour's standard returns policy, and may not be returned or exchanged via any Under Armour retail channel. Product
Allowance amounts remaining at the end of a Contract Year, if applicable, wi ll not rollover to the next Contract Year and will be
forfeited.

In addition to the Product Allowance amounts set forth above, if Univers ity purchases at least $400,000 worth of Under Armour
Products (after exhaustion of the Product Allowance) in a Contract Year, then Under Armour shall provide the University with an
additional Product Allowance, valued at Retail Pricing, in the amount set forth in the chart below:

Value (at Team Pricing) of Products Retail Value of Additional Product


Purchased for Teams Allowance

$400,000 - $499,999 $35,000

$500,000 - $599,999 $65 ,000

$600,000 - $699,999 $85,000

$700,000 or more $120,000

3. I . I Product Allowance Reduction for Team Sanction. Notwithstanding the foregoing, in addition to any other
rights or remedies Under Armour may have, for any Contract Year in which a Team set forth below is sanctioned by the NCAA resulting
in the prohibition of television appearances or a reduction of post-season play or Conference championship game play (if applicable) by
the Team, Under Armour shall have the right to reduce the Product Allowance for such Contract Year by: thirty percent (30%) for the
Football Team, twenty-five (25%) for the Men's Basketball Team, twenty percent (20%) for the Women ' s Basketball Team, and fifteen
percent (15 %) for the Baseball Team. Such reduction rights shall be cumulative.

3.1.2 Reductions for Spatting. In addition to any other rights or remedies Under Armour may have, in any Contract
Year in which a Team member "spats" or tapes the Under Armour Products, and/or obscures the Under Armour Marks on any Under
Armour Products (other than for an injury sustained by such Team member that requires taping for stability purposes, provided that
University provides Under Armour with notice of such injury within a reasonable time period following such injury, but in all instances
prior to the commencement of the next game), Under Armour shall have the right to reduce the Product Allowance provided to University
in such Contract Year as follows:

Occurrence Reduction
I st occurrence $0
2"d occurrence and each $25,000
occurrence thereafter

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For the avoidance of doubt, successive reductions shall be cumulative in a Contract Year (e.g., 3 occurrences in a Contract Year would
result in the Product Allowance being reduced by a total of $50,000 in such Contract Year) .

3.2. Additional Products. If in any Contract Year University requires additional Products for use by the Team, Coaches,
or Staff beyond the Product Allowance for such Contract Year, or requires Products for any Coach or University operated sports camp,
clinic, or other athletic-related event, University may purchase such Products from Team Dealer at Team Pricing in accordance with
Exhibit B. University may purchase Under Armour Products from other vendors, however pricing may not reflect the discount provided
by Team Dealer.

3.3. Performance Bonuses. Under Armour shall pay to University the bonus compensation set forth in Exhibit C attached
hereto. Bonus compensation shall be paid to University within sixty (60) days after University provides Under Armour with written
notice that it achieved the criteria necessary for payment of such bonus compensation. Bonuses set forth in Exhibit C shall be non-
cumulative in each category unless otherwise indicated and except for any Coach of the Year bonuses.

3.4. Authentic Product Sales by University Approved Vendor(s). University acknowledges that: (a) Under Armour
currently has an existing License and Distribution Agreement with GFSI, lnc., d/b/a Gear for Sports ("GFSI"), under which GFSI has
certain exclusive rights with respect to certain Under Armour Products bearing collegiate trademarks in certain sales channels, and (b)
GFSI and University's retail licensing agent ("Retail Agent") have an existing non-exclusive retail license agreement under which GFSI
may sell certain Products bearing certain University Marks pursuant to the terms of the license agreement. University further
acknowledges that Under Armour may enter into a License and Distribution with another entity ("Licensing Partner") during the Term,
and University agrees to take whatever actions are reasonably necessary to provide any substitute University-approved Licensing Partner
with the necessary rights to manufacture and distribute the Under Armour Products bearing certain University Marks that are
contemplated by this Section 3.4.

3.4.1 University shall ensure that Under Armour and GFSI/University-approved Licensing Partner, respectively,
shall have the right to sell Under Armour Products bearing the University Marks provided Under Armour or GFSI/University-approved
Licensing Partner has a license agreement with University or Retail Agent that remains in full force and effect.

3.4.2 University hereby grants to Under Armour the exclusive right beginning on the Effective Date to sell the
following Products bearing the University Marks:

(a) all authentic competition apparel as worn by the Teams and their respective Coaches during
practices, games, exhibitions, and other official University activities;

(b) all of the replica versions of such authentic uniforms developed for retail sale in each of the Apparel
Categories ; provided, however, that (i) in the event Under Armour has not brought to retail replica uniforms in an Apparel Category in
a particular Distribution Channel (e.g., Mass Markets), then University may source and/or license the University Marks to any vendor
to produce replica uniforms in that Apparel Category in that particular Distribution Channel until such time as Under Armour brings
and maintains replica uniforms in that Apparel Category in that Distribution Channel to retail, except University shall at no time source
and license the University Marks for this purpose to a Competitor of Under Armour, and (ii) for the purposes of this Section 3.4.2, Under
Armour has not brought an Apparel Category in a particular Distribution Channel until the replica uniforms are manufactured, shipped,
and available to retailers in that particular Distribution Channel; and

(c) all Performance Products, subject to any Existing Agreements which may not be renewed or
extended beyond their current term .

3.4.3 University hereby grants to Under Armour the non-exclusive right beginning on the Effective Date to sell
non-Performance Products bearing the University Marks, provided Under Armour or GFSI has a license agreement with University or
Retail Agent that remains in full force and effect.

3.4.4 Under Armour may exercise the rights granted herein either itse lf and/or pursuant to its agreement with GFSI
or any other University-approved Licensing Partner with whom Under Armour may contract in the future, provided Under Armour,
GFSI, or such new University-approved Licensing Partner has a license agreement with University or Retail Agent (or another third
party to which University has granted the right to sublicense the University Marks) that remains in full force and effect.

3.4.5 Products provided for under this Section 3.4 must be first among the retail Products offered on the athletics
department official online store of University's website, www.sfajacks.com . University, through Retail Agent, shall notify appropriate
University licensees of the exclusive rights granted herein within thirty (30) days following execution of this Agreement. In addition,
University and Retail Agent shall notify all licensees that they may not place orders any time after sixty (60) days (or other required

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depletion period set forth in such licensees ' retail license agreement) of execution of this Agreement in any manner for those items
which Under Armour has been granted exclusive rights herein.

3.4.6 University agrees not to license or permit the licensing of the University Marks by any Direct Competitor on
products (including Products) or services that relate to or reference a Coach, Team or Team member, or University Athletics, and/or
Products that will be offered for retail sale. By way of example, a Direct Competitor is not permitted to produce and/or sell at-shirt or
hat that says, "Stephen F. Austin University Basketball" or "Stephen F. Austin University Athletics." Notwithstanding the foregoing,
University and retailers who sell products bearing University Marks will be permitted to sell through its existing inventory of Products
produced by a Direct Competitor through December 31, 2018.

3.4.7 The royalty amounts payable to University pursuant to the sale of Products bearing the University Marks and
Under Armour Marks shall be reflected in a separate retail license agreement between Under Armour or GFSI/University-approved
Licensing Partner and University.

4. University's Obligations to Under Armour.

4.1. Coaches, Staff, and Teams. University hereby grants Under Armour the exclusive right to supply the Teams,
Coaches, and Staff with the Products. University shall not enter into an agreement (i) for the purchase, gift, sponsorship, exchange,
promotion, endorsement, or advertisement of any Products with respect to the Teams, Coaches, or Staff or any of the Team 's facilities,
or (ii) with any third party if such third party has the name "Armour," "Armor," or any other term confusingly similar thereto as its name
or the name of its products or services, unless otherwise approved in advance by Under Armour (which approval may not be
unreasonably withheld). Further, University shall not authorize any Coach, Staff, or Team member to endorse, promote, or advertise
third party Products while in the course of their duties as University employees or representatives, or members of the Teams. University
will require the Coaches, Staff, and Teams to wear and use the Under Armour Products exclusively for : (a) all Team activities, workouts,
practices, games or other competitions, and sports camps or clinics operated by University or its Coaches (while acting in the course of
the Coaches' duties as University employees); (b) athletic-related photographs (whether still or moving); and (c) at interviews or press
conferences, public appearances, during any Coaches' shows, and when speaking for or acting as a representative of the Teams.
University shall not allow Coaches, Staff, or Teams to wear and/or use any Products provided by any third party while in the course of
their duties as University employees or representatives, or members of the Teams. University shall not sponsor, co-sponsor, or endorse
any competitor or any Products of any third party at any Coach or University operated sports camp, clinic, tournament, or other athletic
event; provided, however, that University and Coach shall be permitted to provide non-Competitor Products to attendees.
Notwithstanding the foregoing, University shall use best efforts to purchase, and to cause Coaches to purchase, Under Armour Products
for such camp, clinic, tournament, or event. The obligations set forth in this paragraph are subject to the remaining term of any pre-
existing contracts that University has with respect to Equipment.

4.1.1 Material Modifications to Products. University acknowledges and agrees that all current Under Armour Products have been
tested and worn by University and are acceptable to University, and meet or exceed industry standards. If Under Armour
substantially modifies an existing Product in a material manner ("Modified Products"), Under Armour shall supply samples of
such Modified Products to University for its approval, which approval shall not be unreasonably withheld. University's
disapproval of such Modified Products shall only be deemed reasonable for legitimate reasons related to the safety,
performance, or durability of the Modified Products. In the event University does not approve such Modified Products in its
reasonable discretion for legitimate reasons, University shall provide Under Armour with written reasons for its disapproval,
and Under Armour shall have a reasonable time period to address University's reasons for disapproving such Modified
Products. lfUniversity again disapproved such Modified Products in its reasonable discretion for legitimate reasons, then Under
Armour shall continue to supply University with the previously approved version of such Modified Products. However, Under
Armour shall have the right to resubmit the Modified Products (taking into account the reasons why University did not approve
such items) to University the following Contract Year for University's approval in accordance with the above procedures.

4. l .2 Existing Agreement. Notwithstanding Section 4. l above, Under Armour acknowledges that there is an Existing Agreement in
effect. Upon the expiration or termination of the Existing Agreement (subject to any rights of first refusal set forth in the
Existing Agreement), University shall exclusively negotiate in good faith with Under Armour before University negotiates an
agreement with any third party in conjunction with fielding gloves for University's Baseball Team. If Under Armour and
University cannot agree on the terms pursuant to which fielding gloves would be included in this Agreement, then University
can negotiate a new agreement(s) with a third party, subject to Under Armour's right of first refusal in accordance with the
procedures set forth in Section 8.

4.2. Sports Equipment. In the event that the Coaches, Teams, or Staff members require Equipment that is unavailable
through Under Armour, the Coaches, Teams, or Staff members may use third party Equipment item(s) provided that: (a) such third party
is primarily a sports equipment company without a substantial footwear or apparel offering; and (b) neither University nor any Coach,
Staff, or Team member while in the course of their duties as University employees or representatives, or members of the Teams shall
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endorse, sponsor, promote, or advertise such third party Equipment. If at any time during the Term Under Armour has business plans
to provide any Equipment that it previously did not provide, then Under Armour shall give University prior written notice of the
Equipment Under Armour intends to provide and shall supply samples of such Equipment to University for its approval, such approval
not to be unreasonably delayed or withheld. University' s disapproval of such previously unavailable Equipment shall only be deemed
reasonable for legitimate reasons related to safety, performance, and durability. In the event that University does not approve of such
Equipment for legitimate reasons, University shall provide Under Armour with written reasons for its disapproval, and Under Armour
shall have a reasonable time period to address University 's legitimate reasons for disapproving such Equipment. If University again
disapproves such Equipment in its reasonable discretion for legitimate reasons, then University may continue to use third party
Equipment in accordance with this Section 4.2, with all third party branding removed, blacked-out, or otherwise obscured. However
Under Armour shall have the right to resubmit the Equipment (taking into account the reasons why University did not approve such
items) to University the following Contract Year for University' s approval in accordance with the above procedures. Once University
approves the previously unavailable Equipment, such Equipment shall be deemed to be included in the definition of "Products" and
covered by the applicable terms set forth herein and University shall no longer be permitted to source such Equipment from a
manufacturer other than Under Armour. Thereafter, Under Armour shall make such new Equipment available to the University in
accordance with the terms set forth herein. The obligations set forth in this paragraph are subject to the remaining term of any pre-
existing contracts that University has with respect to Equipment.

4.3. Wear Testing. Subject to NCAA rules, University shall ensure that Teams, Staff, and Coaches shall make themselves
reasonably available to Under Armour with respect to wear testing Under Armour Products in development. Teams, Staff, and Coaches
shall, as requested, report to Under Armour, either orally or in writing if so requested by Under Armour, on the Under Armour Products
supplied to Teams, Staff, and Coaches. Such written or oral reports shall address the fit, design, wear characteristics, function, materials
and construction techniques of the Under Armour Products the Teams, Staff, and Coaches wear. The actual Under Armour Products in
development and any information regarding such Under Armour Products is confidential, subject to the University's obligations under
applicable law. If requested by Under Armour, the Under Armour Products in development shall be shrouded or tested in a private
location so as to maintain the confidentiality of such Under Armour Products and Under Armour shall assist University with these
endeavors. Under Armour is the owner of all right, title, and interest in and to any and all rights in and to all intellectual property rights
including, but not limited to all patents, trade secrets, copyrights, and trademarks created by Under Armour and/or Teams, Staff, or
Coaches in connection with such Under Armour Products. Teams, Staff, and Coaches hereby assign and convey to Under Armour all
such intellectual property and execute all papers and do all things necessary to effect the foregoing or to perfect or enforce any proprietary
rights in such Under Armour Products.

4.4. Limitation of Liability and Disclaimer of Warranties. THIS ENTIRE SECTION 4.4 IS APPLICABLE ONLY
TO THE EXTENT ALLOWED BY THE LAWS OF THE STATE OF TEXAS APPLICABLE TO THE UNIVERSITY. UNDER
ARMOUR SHALL NOT BE LIABLE TO UNIVERSITY, ANY TEAM MEMBER, COACH, OR ANY STAFF MEMBER FOR
ANY INJURY OR DAMAGE SUFFERED FROM WEARING OR USING THE UNDER ARMOUR PRODUCTS. THIS
LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF THE ACTION, DAMAGE, CLAIM,
LIABILITY, COST, EXPENSE, OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT, NEGLIGENCE, OR
OTHERWISE. JN ADDITION, UNDER ARMOUR HEREBY DISCLAIMS AND UNIVERSITY HEREBY WAIVES ALL
EXPRESS AND IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE UNDER ARMOUR
PRODUCTS. UNDER NO CIRCUMSTANCES SHALL UNDER ARMOUR BE LIABLE FOR CONSEQUENTIAL,
SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES INCLUDING, WITHOUT
LIMITATION, LOST PROFITS AND OPPORTUNITY COSTS, ARISING OUT OF THIS AGREEMENT.

4.5. Appearances by Head Coach. In connection with the endorsement and promotion of the Under Armour Products
and/or Under Armour, upon reasonable prior notice and subject to Head Coach 's coaching and contractual obligations and Conference
rules, the Head Coach shall be available for two (2) days per Contract Year to make personal appearances on behalf of Under Armour
and/or to participate in the production of marketing, advertisement, or promotional materials. However, nothing herein requires Under
Armour to utilize Head Coach for any personal appearances or production activities. Under Armour is hereby granted the right to use
the Head Coach's rights of publicity, as allowed by Conference rules, including, but not limited to Head Coach's name, signature,
nickname, voice, photograph, or likeness in connection with such materials, as well as in connection with Under Armour and the Under
Armour Products. Under Armour shall pay all reasonable and necessary transportation, meal, and lodging expenses of Head Coach in
connection with the activities set forth in this Section 4.5. During any personal appearances by Head Coach, Head Coach shall wear the
Under Armour Products.

4.6. Visibility of Under Armour Marks. Under Armour Products shall be worn or used in the condition received from
Under Armour. University shall not (and will require that Team members, Staff, and Coaches shall not) remove, wrap, tape, spat, or
change any Under Armour Products (including, but not limited to the Under Armour Marks) or add the name, trademark, tradename,
service mark, logo, symbol, design, or identification of any third party unless required by the Conference or NCAA, or unless medically
necessary to do so (which shall require a written letter from an independent physician in each instance). Unauthorized "spatting" and/or
taping of Under Armour Products by any Team member, Staff member, and/or Coach shall be inconsistent with the purposes of this
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Agreement, and shall be deemed a material breach of this Agreement. Under Armour recognizes that current NCAA rules (bylaw
12.5.4) govern the size and occurrences ofa manufacturer's or distributor's trademarks on all Products worn by members of the Teams.
Subject to Section 9.2, Under Armour is subject to any changes in such legislation during the Term.

4.7. Promotional Opportunities and Privileges. University hereby grants Under Armour the following promotional
opportunities and privileges at no cost to Under Armour.

4.7.1 Official Designations. University hereby grants Under Armour the exclusive right to the official designation of
"Exclusive Outfitter of Stephen F. Austin Athletics," as well as the "Exclusive Outfitter" ofthe Teams (collectively,
"Official Designations"). University shall use its best efforts to refer to Under Armour by the Official Designations in
all appropriate settings and situations.

4.7.2 Tickets and Parking Passes. University shall supply Under Armour with eight (8) best availab le tickets and two (2)
parking passes to each team's regu lar season home games. Further, University shall supply Under Armour with six (6)
best available ticket books to any exhibition game, neutral site, exempt event and post-regular season tournament in
which a team participates, as well as one (1) parking pass to any such game. In addition, University shall provide
Under Armour with the opportunity to purchase additional tickets and parking passes upon request and subject to
availability. University shall supply Under Armour with two (2) passes to each Alumni, Donor or other similar
function at each team's regular season home games. Further, University shall supply Under Armour with one(!) All-
Access credential to each team's regular season and post-season games, and shall use best efforts to provide additional
credentials when requested by Under Armour, not to exceed four (4) per game.

4.7.3 Marketing Materials. Under Armour shall be recognized by the Official Designations on any University website, in
any University publication, and in any University advertisements or promotional materials that relate to the Teams,
including but not limited to, posters, calendars, camp brochures, and newsletters. Without limiting the foregoing,
above the fold, University shall place the Under Armour logo in rotating advertisements located on each Team's home
page and a hypertext link from such home page to the Under Armour website (subject to the approval of Under Armour
pursuant to Section 5. I).

4.7.4 Other Advertisements. Under Armour shall receive : (i) one (!) full page advertisement in the media guide for each
Team; (ii) one (I) full page color advertisement in each game program of each Team; (iii) logo placement in each
Team's camp brochures to the extent such camp is owned and operated by University; and (iv) logo placement on each
Team 's schedule card. The content of such advertisements will be mutually agreed upon by the parties.

4.7.5 Signage and Other Benefits. Under Armour shall receive signage, logo placements, and other marketing benefits at
no cost to Under Armour as set forth in Exhibit D.

4.7.6 Social Media. University will promote its partnership with Under Armour and the Under Armour Products in a
minimum of four (4) social media posts per Contract Year (one (I) per quarter). The content of such posts will be
provided by Under Armour and approved in advance by University, such approval not to be unreasonably delayed or
withheld.

4.7.7 Mailings. University will distribute a minimum of four (4) e-mails to its student and alumni distribution databases in
each Contract Year (one (1) per quarter) promoting its partnership with Under Armour and the Under Armour
Products. The content of such mailings will be mutually agreed upon.

4.7.8 Game Photographs and Audiovisual Footage. University hereby grants to Under Armour the right to reproduce,
display, and otherwise use game photographs and/or audiovisual footage of the Teams ' games, subject to applicable
NCAA and Conference rules, to promote the Under Armour Products and its relationship with the Teams.

4.8 . NCAA/Celebration Products. Under Armour acknowledges that University does not own or contro l Product license
and marketing rights at certain post-season competitions and therefore does not contract in this Agreement to grant exclusivity for Under
Armour Products or prevent the use, marketing or sale of any Competitor's Products that have been provided to University by the
Conference or NCAA. Specifically, in the event that the Coach, Staff or Team is obligated by the Conference or NCAA to wear Products
of a third party for a special event (e.g., the immediate aftermath of a championship game), University shall use reasonable efforts to
provide Under Armour with sufficient advanced notice of any such obligation s of the Coach, Staff or Team and such individuals shall
be permitted to wear such third party Products. No Coach, Staff or Team members shall wear third party Products for longer than is
required by the Conference or NCAA.

5. Intellectual Property.

7
5.1. Under Armour Grant of License. Under Armour hereby grants to University a royalty-free, non-exclusive, limited,
non-transferable license to use the Under Armour Marks to promote the relationship between Under Armour and Teams including, but
not limited to Under Armour being the "Exclusive Outfitter of Stephen F. Austin Athletics." All such use of the Under Armour Marks
by University shall conform to Conference and NCAA rules. University shall submit to Under Armour and Under Armour shall have
the right to approve all proposed uses of the Under Armour Marks by University. Under Armour shall not unreasonably withhold,
condition, or delay approval of such intended uses of the Under Armour Marks. If Under Armour does not approve or disapprove a
request for approval in writing within ten (I 0) days of receipt thereof, such materials shall be deemed disapproved. If Under Armour
disapproves any materials submitted by University, Under Armour shall provide University with written reasons as to why such materials
were disapproved. Use of the Under Armour Marks by University and the goodwill associated therewith shall inure to the benefit of
Under Armour. Under Armour owns all right, title and interest in and to the Under Armour Marks, and University shall not do anything
inconsistent with Under Armour's ownership of the Under Armour Marks.

5.2. University Grant of License. University hereby grants to Under Armour a royalty-free, non-exclusive, limited, non-
transferable license to use the University Marks to promote Under Armour, the Under Armour Products and relationship between Under
Armour and Teams including, but not limited to Under Armour being the "Exclusive Outfitter of Stephen F. Austin Athletics." All such
use of the University Marks by Under Armour shall conform to Conference and NCAA rules . Under Armour shall submit to University
and University shall have the right to approve all proposed uses of the University Marks by Under Armour. University shall not
unreasonably withhold , condition, or delay approval of such intended uses of the University Marks. If University does not approve or
disapprove a request for approval in writing within ten (I 0) days of receipt thereof, such materials shall be deemed disapproved. If
University disapproves any materials submitted by Under Armour, University shall provide Under Armour with written reasons as to
why such materials were disapproved. Use of the University Marks by Under Armour and the goodwill associated therewith shall inure
to the benefit of University. University owns all right, title and interest in and to the University Marks, and Under Armour shall not do
anything inconsistent with University's ownership of the University Marks.

5.3 . Quality Control Obligations. University shall cooperate with Under Armour to assure that the quality of its use of
the Under Armour Marks and the quality of its goods and services in connection with which the Under Armour Marks are used is high.
To that end, University shall make reasonable efforts as may be requested by Under Armour to assure that the quality of University's
use of the Under Armour Marks and the level of quality of its goods and services provided in connection with the Under Armour Marks
is high and does not detract from the goodwill associated with the Under Armour Marks. Under Armour shall cooperate with University
to assure that the quality of its use of the University Marks and the quality of its goods and services in connection with which the
University Marks are used is high. To that end, Under Armour shall make reasonable efforts as may be requested by University to
assure that the nature and quality of Under Armour's use of the University Marks and the level of quality of its goods and services
provided in connection with the University Marks is high and does not detract from the goodwill associated with the University Marks.

5.4. Changes to University Marks. University must provide Under Armour with at least twelve (12) months prior written
notice in the event of a change to a University Mark to be placed on the Under Armour Products supplied hereunder. ln the event
University fails to provide Under Armour with at least twelve (12) months prior written notice ofa University Mark change, University
shall pay for any costs incurred by Under Armour as a result of applying or changing the new University Mark on the Under Armour
Products. University acknowledges that the timely delivery of Under Armour Products to University may be affected by any late notice
by University of a University Mark change, and such affected delivery shall not cause Under Armour to be in breach of this Agreement.

6. Representations and Warranties. Each party represents and warrants to the other party that: (a) it has the full right and
authority to enter into this Agreement, perform its obligations under this Agreement, and grant all of the rights granted by it under this
Agreement; (b) this Agreement has been duly executed and delivered on its behalf and is a valid and binding obligation enforceable
against it in accordance with its terms ; and (c) in the performance of this Agreement, it will comply with applicable state, federal , and
local laws and regulations, and the rules of the Conference and NCAA . In addition to the foregoing, University specifically represents
and warrants to Under Armour that there are no promotional licensing agreements, sponsorship agreements, advertising agreements, or
any other agreements (including agreements with rights of first negotiation or rights of first refusal) to which it is a party which would
preclude the conveyance of, or materially impair, the rights intended to be conveyed to Under Armour under this Agreement including,
without limitation, Under Armour's complete exclusivity with respect to the category of Products. Notwithstanding the foregoing, Under
Armour recognizes that University has in place a multi-media rights agreement with Lumberjack Sports Properties, LLC (Learfield
Communications, Inc.). These agreements are not intended to conflict in any manner, and Lumberjack Sports Properties, LLC will be
made aware of the existence of this Agreement.

7. Indemnification .

7.1. (Reserved!

7.2. IReserved I

7.3. IReserved I
8
8. Right of First Negotiation; Matching Right. THIS ENTIRE SECTION 8 IS APPLICABLE ONLY TO THE EXTENT
ALLOWED BY THE LAWS OF THE STATE OF TEXAS APPLICABLE TO THE UNIVERSITY. FOR THE AVOIDANCE OF
DOUBT, TO THE EXTENT THAT APPLICABLE TEXAS PROCUREMENT LAW DOES NOT REQUIRE AN OPEN BID
PROCESS OR IF SUCH OPEN BID PROCESS ALLOWS FOR A RJGHT OF FIRST REFUSAL, THIS PROVISION WILL BE
ENFORCED AND GIVEN EFFECT TO THE MAXIMUM EXTENT PERMITTED BYLAW. University shall meet exclusively with
Under Armour to negotiate in good faith the terms of a renewal of this Agreement. Notwithstanding the foregoing, the parties shall not
be obligated to enter into a renewal of this Agreement if they cannot mutually agree upon the terms of such renewal. During the Term,
University shall not engage in meetings or negotiations with any third party regarding Product supply, sponsorship, endorsement, or
promotion with respect to Products; however the issuance of an open bid will not be deemed a violation of this provision. Further, for
a period ofone hundred fifty (150) days after the expiration of the Term ("Matching Period"), Under Armour shall have the right to
match any third party offer University receives with respect to Products of such third party ("Third Partv Offer"). For the avoidance of
doubt, University shall not engage in meetings or negotiations with any third party regarding product supply, sponsorship, endorsement,
or promotion with respect to Products until the end of the Term; however the issuance of an open bid will not be deemed a violation of
this provision. If University receives a Third Party Offer, then University shall submit to Under Armour the material , measurable, and
matchable terms contained in the Third Party Offer ("Third Party Terms"), in an unredacted writing from such third party on its letterhead
and signed by such third party. Under Armour shall have thirty (30) days fro m the date it receives the Third Party Terms to notify
University whether Under Armour will renew this Agreement on terms at least equal to the Third Party Terms. If Under Armour notifies
University that it will renew the Agreement on such the Third Party Terms, then University and Under Armour shall renew this
Agreement on such Third Party Terms. University shall inform all third parties of its requirements under this Section 8. The rights
granted to Under Armour under this Section 8 will be null and void in the event of termination by University under Sections 9. 1 or 9.2 .

9. Termination and Remedies .

9. 1. Upon Breach by Either Party. A party may terminate thi s Agreement in the event of a material breach of any term
or condition of this Agreement by the other party and a failure by such other party to timely cure the breach by giving notice as hereinafter
provided. In the event of a breach, the non-breaching party shall provide the breaching party with written notice of the breach specifying
in reasonable detail the nature of the breach. If the breaching party does not cure the breach within thirty (3 0) days after receipt of the
written notice, the non-breaching party may immediately terminate this Agreement upon provision of written notice to the breaching
party.

9.2. Additional Termination Rights for University. Notwithstanding any other provision of this Agreement, University
may immediately terminate this Agreement by providing written notice of termination to Under Armour if Under Armour voluntarily
petitions in bankruptcy, is adjudicated bankrupt or insolvent, if any receiver is appointed for its business or property, or if any trustee in
bankruptcy or insolvency is appointed under applicable law.

9.3 . Additional Termination Rights for Under Armour. Notwithstanding any other provision ofthis Agreement, Under
Armour may immediately terminate this Agreement by providing written notice of termination to University if: (a) University is
required to wear and/or use Products that are not supplied by Under Armour; (b) Under Armour's placement rights with respect to the
Under Armour Marks on the Under Armour Products are diminished ; (c) if University ceases for any reason to field a NCAA Division
I Team or a Team does not participate for any reason in a complete regular season; (d) ifthe Team is placed on NCAA probation; (e)
University, Coaches, or Staff or Team members disparage Under Armour or its Products; (f) Coaches, Staff, or Team members commit
any act or are involved in any occurrence which constitutes a crime in the jurisdiction in which it was committed or in the sole but
reasonable discretion of Under Armour reflect unfavorably upon University, Under Armour, and/or the Under Armour Products; or (g)
Coaches or Staff or Team members fai l to wear and/or use the Under Armour Products in breach of their obligations under Section 4.1
and Section 4.6.

9.4. Effects of Termination . Except as otherwise set forth herein, upon termination of this Agreement, the parties shall
immediately discontinue all uses of the other party's marks (i.e., the Under Armour Marks or the University Marks, as the case may be).
In the event this Agreement is terminated prior to the expiration of the Term, for a period not to exceed one hundred eighty ( 180) days
after the date of termination, Under Armour may continue to use the University Marks for the following purposes: (a) agreements with
media outlets in existence on the date of termination that cannot be canceled by Under Armour without penalty; and (b) as an integral
part of Under Armour Product packaging materials that are in Under Armour inventory on the date of termination or that are scheduled
for delivery under agreements in existence on the date of termination that cannot be canceled without penalty to Under Armour.

10. Miscellaneous. This Agreement contains the entire agreement of the parties to this Agreement with respect to the subject
matter of this Agreement and shall be deemed to supersede all prior agreements, whether written or oral, and the terms and provisions
of any such prior agreement shall be deemed to have been merged into this Agreement. In the event of any dispute under this Agreement,
the laws of the State of Texas shall govern the validity, performance, enforcement, interpretation and any other aspect of this Agreement,
without regard to principles of conflicts of laws thereunder. This Agreement may only be modified or altered by written instrument
duly executed by the parties. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction,
9
the remainder of this Agreement shall nevertheless remain in full force and effect. The failure of either party to insist in any one or
more instances upon performance of any of the provisions of this Agreement or to pursue its rights under this Agreement shall not be
construed as a waiver of any provision or the re linqu ishment of any rights. The parties agree that the terms of this Agreement are
confidential and except as required by applicable law (including but not limited to the Texas Public Information Act), the parties shall
not disclose in any way or to any third party any terms of this Agreement unless mutually agreed to by the parties in writing. University
shall not assign its rights or obligations under this Agreement without the prior written consent of Under Armour. Under Armour may
assign its rights and obligations under this Agreement to : (a) an affiliate; or (b) a party that acquires all or substantially all of Under
Armour's assets. Any assignment in violation of this Section 10 is void . The relationship of Under Armour and University shall be that
of independent contractors. Nothing in this Agreement shall be construed or interpreted as creating a relationship of joint venturers,
principal and agent, or employer and employee under any circumstances. This Agreement may be executed in two (2) counterparts,
each of which shall be deemed an original but both of which together shall constitute one and the same Agreement. The signatures of
the parties may be delivered by facsimile or as an imaged document, in PDF, TIFF or JPEG format, and if delivered by facsimile or
imaged document, said executed documents may be considered originals for all purposes.

11. Notices. All notices, requests, or other communications required to be given under this Agreement or which the parties may
desire to give under this Agreement shall be in writing and (a) hand delivered personally, (b) sent by facsimile transmission if the
transmitting party receives confirmation of successful transmission or (c) addressed and sent by certified or registered mail, postage
prepaid and return receipt requested to the parties as follows :

rfto Under Armour: Ifto University:


Legal Department Director of Intercollegiate Athletics
Under Armour, Inc. Stephen F. Austin State University
I 020 Hull Street Baltimore, MD 21230 PO Box 13010, SFA Station
Facsimile: (410) 246-5922 Nacogdoches, TX, 75962
Facsimile:

With copy to :
Director of Procurement & Property Services
Stephen F. Austin State University PO Box 13030, Sf A
Station
Nacogdoches, TX, 75962

Facsimile:

If any party wishes to alter the recipient/address to which communications to it are sent, it may do so by providing the new information,
in writing, to the other parties in accordance with this Section 11. All communications addressed in accordance with this Agreement
shall be effective (i) when received, if delivered by certified or registered mail, (ii) on the date on which delivery is made, if personally
delivered, and (iii) on the date of transmission, if by facsimile transmission .

12. Dispute Resolution. To the extent that Chapter 2260, Texas Government Code, is applicable to this Agreement and is not
preempted by other applicable law, the dispute resolution process provided for in Chapter 2260 and the related rules adopted by the
Texas Attorney General pursuant to Chapter 2260 shall be used by University and Under Armour to attempt to resolve any claim for
breach of contract made by Under Armour that cannot be resolved in the ordinary course of business. Chapter 2260 requires Under
Armour to initiate the process by providing written notice of a claim and negotiating with the University, conditions precedent to the
contested case process. Governed by rules adopted by the Texas Attorney General ' s Office, the contested case process is Under Armour's
sole and exclusive method to seek a remedy for breach, unless after considering the Administrative Law Judge 's report, the Legislature
gives consent for Under Armour to sue under Chapter 107 of the Civil Practices and Remedies Code.

13. Payment Terms. Payment terms for amounts due from University to Under Armour under the Agreement (including but not
limited to due dates, late fees, and interest) are governed by Chapter 2251 of the Texas Government Code. University is not responsible
for the payment of collection costs or attorney's fees unless explicitly required by law.

14. Representations and Warranties by Under Armour. If Under Armour is a corporation, limited liability company, or any
other entity organized and existing under state law, Under Armour warrants, represents, covenants, and agrees that it is duly organized,
validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good
standing to conduct business in the State of Texas, that it has all necessary power and has received all necessary approvals to execute
and deliver the Agreement, and the individual executing the Agreement on behalf of Under Armour has been duly authorized to act for
and bind Under Armour.

10
15. Tax Certification. If Under Armour is a taxable entity as defined by Chapter 171, Texas Tax Code ("Chapter 171 "),then Under
Armour certifies that it is not currently delinquent in the payment of any taxes due under Chapter 171 , or that Under Armour is exempt
from the payment of those taxes, or that Under Armour is an out-of-state taxable entity that is not subject to those taxes, whichever is
applicable

16. Eligibility to Receive Payment. ln accordance with Section 231.006 of the Texas Family Code and Sections 2155 .004 and
2155 .006 of the Texas Government Code, Under Armour certifies that it is not ineligible to receive this Agreement or any payments
under this Agreement and acknowledges that Univers ity may terminate this Agreement and/or withhold payment and/or reimbursement
if this certification is inaccurate.

17. Payment of Debt or Delinquency to the State. Pursuant to Sections 2 107.008 and 2252.903 , Texas Government Code, Under
Armour agrees that any payments owing to Under Armour under the Agreement may be applied directly toward any debt or delinquency
that Under Armour owes the State of Texas or any agency of the State of Texas regardless of when it arises, until such debt or delinquency
is paid in full.

18. Conflict of Interest. Under Armour and each person signing on behalf of Under Armour certifies, and in the case of a so le
proprietorship, partnership or corporation, each party thereto certifies as to its own organization, under penalty of perjury, that to the
best of their knowledge and belief, no member of University's Board of Regents, nor any employee or person, whose salary is payable
in whole or in part by University, has direct or indirect financial interest in the award of the Agreement, or in the services to which the
Agreements relates, or in any of the profits, real or potential, thereof.

19. Loss of Funding. Performance by University under the Agreement may be dependent upon the appropriation and allotment of
funds by the Texas State Legislature (the "Legislature") and/or allocation offunds by the Board of Regents of University (the "Board").
If the Legislature fails to appropriate or allot the necessary funds , or the Board fails to allocate the necessary funds, then University will
issue written notice to Under Armour and University may terminate the Agreement without further duty or obligation hereunder. Under
Armour acknowledges that appropriation, allotment, and allocation of funds are beyond the control of University.

20. State Auditor's Office. Under Armour understands that acceptance of funds under the Agreement constitutes acceptance of
the authority of the Texas State Auditor's Office, or any successor agency (collectively, "Auditor"), to conduct an audit or investigation
in connection with those funds pursuant to Sections 5 l .9335(c), Texas Education Code. Under Armour agrees to cooperate with the
Auditor in the conduct of the audit or investigation, including without limitation providing all records requested. Under Armour will
include this provision in all contracts with permitted subcontractors.

21. Limitations. THE PARTIES ARE AWARE THAT THERE ARE CONSTITUTIONAL AND STATUTORY UMITATIONS ON THE AUTHORITY
OF UNIVERSITY (A STATE AGENCY) TO ENTER INTO CERTAIN TERMS AND CONDITIONS OF THE AGREEMENT, INCLUDING, BUT NOT LIMITED
TO, THOSE TERMS AND CONDITIONS RELATING TO LIENS ON UNIVERSITY 'S PROPERTY; DISCLAIMERS AND LIMITATIONS OF WARRANTI ES;
DISCLAIMERS AND LIMITATIONS OF LIABILITY FOR DAMAGES; WAIVERS, DISCLAIMERS AND LIMITATIONS OF LEGAL RIGHTS, REMEDI ES,
REQU IREMENTS AND PROCESSES; LlMITAT!ONS OF PERIODS TO BRING LEGAL ACTION; GRANTING CONTROL OF LITIGATION OR SETTLEMENT
TO ANOTHER PARTY; LIABILITY FOR ACTS OR OMISS IONS OF TH IRD PARTI ES; PAYMENT OF ATTORNEYS' FEES; DISPUTE RESOLUT!O ;
INDEMN ITI ES; AND CONFIDENTIALITY (COLLECTIVELY, THE "LIMIT AT!ONS"), AND TERMS AND CONDITIONS RELATED TO THE LIMITATIONS
WILL NOT BE BINDING ON UNIVERSITY EXCEPT TO THE EXTENT AUTHORIZED BY THE LAWS AND CONSTITUTION OF THE STATE OF TEXAS.

22. Sovereign Immunity. The Parties stipulate and agree that no provision of, or any part of the Agreement between University
and Under Armour, or any subsequent change order, amendment, or other Agreement modification shall be construed:(!) as a waiver
of the doctrine of sovereign immunity or immunity from suit as provided for in the Texas Constitution and the Laws of the State of
Texas; (2) to extend liability to University beyond such liability provided for in the Texas Constitution and the Laws of the State of
Texas; or (3) as a waiver of any immunity provided by the 1 Ith Amendment or any other provision of the United States Constitution or
any immunity recognized by the Courts and the laws of the United States.

23. Access to Public Information. Under Armour is required to make any information created or exchanged with University
pursuant to the Agreement, and not otherwise excepted from disclosure under the Texas Public Information Act, available in PDF or
other format that is accessible by the public at no additional charge to University. Under Armour acknowledges that University may be
required to post a copy of the fully executed Agreement on its internet webs ite in compliance with Section 226 I .253(a)( I), Texas
Government Code.

24. Confidentiality. During the course of the work and/or services to be provided under this Agreement and for a period of five
(5) years thereafter, Under Armour may come in contact with confidential information of University. Under Armour agrees to treat as
confidential the information or knowledge that becomes known to Under Armour during performance of this Agreement and not to use,
copy, or disclose such information to any third party unless authorized in writing by University. This provision does not restrict the
disclosure of any information that is required to be disclosed under applicable law. Under Armour shall promptly notify University of
any misuse or unauthorized disclosure of its confidential information and upon expiration of this Agreement shall return to University
11
all confidential information in Under Armour's possession or control. Under Armour shall further comply with all University
information security policies that may apply.

25. Title IX. University strictly adheres to Title IX of the Education Amendments of 1972, the federal Campus Sexual Violence
Elimination Act; United States Department of Education regulations and directives; and the University's sexual harassment policy and
procedures (" Regulations"). Specifically, the Regulations apply to all students, employees, visitors, and other third parties on
University-controlled property, including institutions and entities with whom University places its students. Further, such Regulations
prohibit unequal treatment on the basis of sex as well as sexual harassment and sexual misconduct. As a condition of employment,
enro llment, doing business, or being permitted on the campus, the above-mentioned individuals, organizations, and entities must agree
to: I) Report immediately to the Title 1X coordinator any and all claims of sex discrimination or sexual misconduct; 2) Cooperate with
University's Title IX investigation; and, 3) Cooperate fully with all sanctions that Un iversity may impose against such individual,
organ ization, or entity, who is found to have violated the Regulations. If the individual, organization, or entity fails to adhere to any of
the aforementioned requirements, University reserves the right to take appropriate action, including but not necessarily limited to,
immediate removal from campus; discipline of employees and students (including termination of employment and/or expu lsion from
school) ; and immediate termination of business or contractual relationships.

26. U.S. Department of Homeland Security's E-Verify System. By entering into the Agreement, Under Armour certifies and
ensures that it utilizes and will continue to utilize, for the term of the Agreement, the U.S. Department of Homeland Security' s E-Verify
system to determine the eligibi lity of all persons employed to perform duties within Texas, during the term of the Agreement. Under
Armour shall provide, upon request of University, an electronic or hardcopy screenshot of the confirmation or tentative non-confirmation
screen containing the E-Verify case verification number for attachment to the Form 1-9 for the three most recent hires that match the
criteria above, by Under Armour, as proof that this provision is being followed . If this certification is falsely made, the Agreement may
be terminated, at the discretion of the University and at no fault to the University, with no prior notification.

27. Israel Non-Boycott Verification. Pursuant to Section 2270.002, Texas Government Code, Under Armour hereby represents,
verifies, and warrants that it does not boycott Israel and will not boycott Israel during the term of the Agreement, as that term is defined
by Section 808 .001(1), Texas Government Code.

12
IN WITNESS WHEREOF, each party acknowledges that a duly authorized representative of such party
has executed this Agreement as of the date set forth below, and acknowledges that such party has read,
understands and agrees to the terms and conditions of this Agreement.

UNDER ARMOUR, lNC. STEPHEN F. AUSTIN ST ATE UNIVERSITY

Todd Lamb Name: /i )A /fu


Senior Director Title:
I
;L]--e u [ Jf,,.jf
4/23/18 Date: 9- !'{

13
Exhibit A
Exclusive Outfitter Agreement

SHIPPING COSTS

All Product Allowance orders with express shipping methods will be assessed an increased freight charge to be deducted from the total
Product Allowance amount. The freight deduction will be a percentage of the order subtotal and will be structured accordingly:

FedEx Non-Standard Ground Shipments - 5%


FedEx 3-Day Shipments - 10%
FedEx 2-Day Shipments - 15%
FedEx Overnight Shipments - 25%
FedEx Overnight Priority Shipments - 35%
FedEx Saturday Delivery Shipments - 35%

14
iContracts #231516

Exhibit B
Exclusive Outfitter Agreement

TEAM DEALER ACKNOWLEDGMENT

If in any Contract Year University requires additional Products for use by the Teams, Coaches, or Staff beyond the Product Allowance
for such Contract Year, University may purchase such Products from Team Dealer at Team Dealer’s then-current team pricing (which
is forty percent (40%) off retail pricing) on Team Dealer’s standard sales order form. University may purchase Under Armour Products
from other vendors, however pricing may not reflect the discount provided by Team Dealer. Team Dealer and Under Armour shall meet
with University representatives to discuss Product assortments, ordering and delivery scheduling, and new Products. Team Dealer shall
maintain appropriate levels of Under Armour Product inventory to satisfy University’s requirement on a timely basis. For the avoidance
of doubt, Under Armour reserves the right to change the Team Dealer upon thirty (30) days written notice to Team Dealer and University.
In the event University is not satisfied with Team Dealer’s servicing to University during the Term, as determined in University’s
reasonable, good faith discretion, University will notify Under Armour in writing. Under Armour shall endeavor to remedy any Team
Dealer servicing issues within sixty (60) days following Under Armour’s receipt of notice from University. In the event Under Armour
is unable to remedy such servicing issues within such 60-day period, University shall have the right to request a substitute Team Dealer
(to the extent reasonably possible), such substitute Team Dealer to be mutually agreed upon in good faith by University and Under
Armour.

Team Dealer will also provide University with an additional Product Allotment of $10,000 per Contract Year, valued at retail pricing.

TEAM DEALER ACKNOWLEDGMENT & AGREEMENT

Team Dealer acknowledges and agrees that, by its execution below, Team Dealer has independently decided to offer the terms
and conditions of this Exhibit B.

ATHLETIC SUPPLY TEAMLINE

By: Ronny Flowers By: Craig Farmer


Name: Ronny Flowers Name : Craig Farmer______

Title: CEO Title: sales partner_________

Date: May 10, 2018 Date: __May 10, 2018________

15
Exhibit C
Exclusive Outfitter Agreement

PERFORMANCE BONUSES
Football
Team participates In NCAA FCS Post Season Playoff Game - $5,000
Team wins NCAA FCS National Championship - $15,000

Men's Basketball
NCAA Tournament appearance - $5 ,000
NCAA Round of 32 appearance - $10,000
NCAA Sweet 16 appearance - $15 ,000
NCAA Elite 8 appearance - $25,000
NCAA Final Four appearance - $100,000
NCAA Champion - $200,000

Women's Basketball
NCAA Appearance - $5,000
NCAA Round of32 appearance - $10,000
NCAA Sweet 16 appearance - $15,000
NCAA Elite 8 appearance - $25 ,000
NCAA Final Four appearance - $100,000
NCAA Champion - $200,000

All other teams (excluding Basketball & Football)


NCAA appearance - $2,500
NCAA Champion - $5,000

NCAA Coach of the Year


Football - $10,000
Men's Basketball - $I 0,000
Women's Basketba ll - $10,000
All other team s (excluding Basketball & Football) - $2,500

16
Exhibit D
Exclusive Outfitter Agreement

SJGNAGE AND OTHER MARKETING BENEFITS

Under Armour shall receive two (2) best available, television view signage at all venues where the Teams play their home games, and
shall receive one (l) prominent television view logo on any Coaches' shows. Additionally, Under Armour shall receive logo
placements on each Team's media step and repeat backdrops. Under Armour shall receive minimum of four (4) minutes of LED, video
boards, LED ribbons and rotational boards, in venues where the Teams play their home games. Under Armour shall receive ·a
minimum of two (2) of the following on-court assets on any home court the basketball Teams compete: (i) Team Bench Aprons, (ii)
Baseline Apron comers, (iii) Basketball Stanchions, (iv) On Court Diagonal or (v) another mutually agreed upon on-court sponsorship
location. Under Armour shall receive co-branding opportunities on any student group sectional signage. University shall use best
efforts to use Under Armour for all marketing and student section product. Under Armour shall receive logo placements in each
Team's locker rooms, practice facility, sports medicine faci lity, equipment room, strength & conditioning, and in other locations as
mutually agreed upon by University and Under Armour. If the venue where the Teams play their home games has such capability,
Under Armour shall be recognized by the Official Designations in at least two (2) public address announcements during each home
game of the Teams.

Under Armour will be responsible for the costs of creating and providing such signage, and University shall be responsible for the
installation and maintenance costs associated with such signage. Under Armour considers the following facilities, at minimum to be
game or practice facilities: Homer Bryce Stadium, Shelton Gym, William R. Johnson Coliseum, SchliefTennis Complex, SFA Soccer
Field, Jaycees Field, and SF A Softball Field.

17
STEPHEN F. AUSTIN
STATE UNIVERSITY
Office of the General Counsel

CONTRACT ROUTING SLIP

Date of Receipt: c.+\ °'- l By: LC<D


Contract

- Q,

iContracts No: :2- 6\6


Department: .>;:\ c;;;;.. Iii ORSP
\;-!;. t \ Ext: - -

Term: ·-::::y.{ lB= - 6 [ &:;jz..:s


Return Deadline: Ill ASAP
Iii OGG Contract Iii Other
Comments: _ _ _ _ _ _ _ _ __ _ _ __

Office of the General Counsel

Routeto: l_ President _ ORSP _ VPUA _ VPFA

_ VPAA _VPA Other- _ __ __

After Signature Return to: ORSP

OGC Department Iii Other- _ __ _ _

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