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OFFICIAL OUTFITTER AGREEMENT ‘THIS OFFICIAL OUTFITTER AGREEMENT (“Agreement”) is effective as of July 1, 2018 (“Effective Date”) by and betwoen Under Armour, Inc., a Maryland corporation (“Under Armour”), and Texas Southern University located in Houston, Texas (“University”), Although Under Armour, Ine. is the contracting party, the rights granted herein by University to Under Armour include Under Armour’'s licensees, distributors, subsidiaries, affiliates, and any successor companies, 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 University's athletic programs and their coaching staffs on an exclusive basis; and (®) use certain trademarks owned by the University to promote the relationship between University and Under Armour, all subject to and in accordance with the terms and conditions sct forth below. Agreement In consideration of the motual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows: 1. Definitions. 11. “Accessories” means all accessories athletic in nature including, but not limited to headwear, wristbands, gloves, socks, eyewear (including but not limited to sunglasses), arm sleeves, calf sleoves, and bags. 12, “Apparel means all apparel athletic in nature including, but not limited to protective and padded apparel, game ‘uniforms, practice wear, sideline apparel, rainwear, outerwear, shirts of all types, shorts, sweatsuits, jackets, pants, warm-ups, and athletic cross-training apparel 13, Apparel Categories means men’s, women’s, youth, and toddler/ingant. 14, Coaehes” means the head coach and the assistant coaches of the Teams. 1.5. “Conference” means the intercollegiate athletic conference to which Teams belong. 1.6. “Connected Fitness Products” means health and fitness tools, applications, herdware (including watches, fimess ‘wristbands, heat rate monitors and straps, health and progress scales, and other wearables), software, subscription services and related platforms (specifically including athletic and athletcally-related Apparel, Accessories, Footwear, and Equiprient with the capability of ‘measuring biometric deta, and athletic and athletically-related training and measurement systems, methods, and programs. 1.7. “Core Teams” means University’s Football, Men’s Basketball, and Women’s Basketball Teams. 18. “Direct Competitor” means Nike (including Brand Jordan and Converse), adidas, Reebok, Russell, New Balance, Puma, Peak, Li-Ning, Fivo-Shield, Oakley, Lululemon, Skechers, und any oftheir affiliated entities, licensees, subsidiaries, distributors, ‘or brands if such entities are engaged in the manufacture, distribution, sale, advertisement, andor promotion of Products. 1.9. “Distribution Channels” means any one ot more of the following points of sale: 1.9.1 Better Department Stores / Boutiques (retail stores that are high-end or elite department stores selling & wide range of products without 2 predominant merchandise line or a small shopping outlet that specializes in elite and fashionable items); 1.9.2 Campus / Local (retailers that are store members of the National Association of University Stores, or carry textbooks, or cary eighty percent (80%) of their store inventory for one (1) University; or are independently-owned fan/gift shops located in the immediate campus community; or are University-owned outlets, including student owned /operated stores); 1.9.3 Internet / TV / Catalog Mid-Tier (sales of mid-tier or better items through online extensions of campus retailers and mic-tie/better retailers or sales by retailers that offer commerce via shopping networks (e.., QVC, HSN, or Shop NBC) snd published catalogs that are mailed directly to the consumer); 1.9.4 — 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, Prioing policy is generally in the medium to high range depending on factors like the type and exclusivity of merchandise and ‘ovnership); 19.5 Sporting Goods / Sport Specialty / Fan Shops (rail stores that primarily focus on sports Apparel and/or Equipment; and 1.9.6 Mass Markets / Wholesale Clubs (retail outlets and wholesale centers that focus on high-volume, low-cost merchandising (@.g., Wal-Mart, Costeo, Target). 1.10, “Equipment” means sports equipment used by the Teams and Coaches including, but not limited to balls Gif applicable), watches, heart rate monitors, mouth guards, mouth pieces, water bottles, catcher’s equipment, batting gloves, am and elbow guards, and lacrosse hard goods, to the extent set forth in Soction 4,2. 1.11. “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. 1.12, “Head Coach” means the head coach of the Teams. 1.13. “Performance Produets” moans Products that: (@) have # unique construction (c.., compressionftght gear); andor (b) have moisture-wicking fabrics that assist the wearer during exercise and general athletic tasks in all types of weather; and/or () ate marketed as assisting such construction, fabrications, and/or special characteristic 1.14. “Produets” means the Accessories, Apparel, Connected Fitness Products, Equipment, and Footwear, 1.15, “Retail Pricing” means Under Armour’s then-current retail pricing for the Under Armour Products. 1.16. “Stat? means people providing servies fo tho Teams inchuding, but not limited to athletic department employees, equipment managers, and athletic trainers, 1.17. Team Dealer” means a team desler authorized by Under Armour to sell Under Armour Products. 1.18, “Team Pricing” means Team Dealer's then-current pricing for the Under Armour Products, 1.19, “Teams” means all of University's intercollegiate athletic teams, 1.20. 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. 121, “Under Armour Products” means the Products provided by Under Armour to University for use by the Teams, Coaches, and Staff beating the Under Armour Marks or other Under Armour indicia of origin, 1.22, University Marks” means certain trademarks and other indicia of origin owned by University which University provides to Under Armour in writing, for use in accordanee herewith, 2. ‘Term. The initial term of this Agreement commences on the Effective Date and continues until June 30, 2023 (“Initial 'Term”), unless earlier terminated in accordance with the terms and conditions of this Agreement, Following the Initial Term, Under Armour shall have the right to extend this Agreement for an additional two (2) year period until June 30, 2025 (Sueh period, the “Renewal Term") by notifying University in writing on or before January 1, 2023. The Initial Term and Renewal Term (ifapplicable) will he collectively referred to herein as the “Tem.” For purposes of this Agreement, a “Contract Year” means each period of twelve (12) successive ‘months commencing on each Jaly 1 and ending on the following June 30 during the Term, 3. Under Armour's Obligations to Universit 3.1. Product Allowanee. Under Armour shall provide University with Under Armour Produets each Contract Year as follows (“Product Allowance”); Contract Year — Froth Allowance Amomnt z AGIs 6 $175,000 #2 (T/M19 — 6/30/20) I ‘$150,000 BAO oBORA), $150,000, "#4 (IMP21 — 613022) — i ‘$150,000 of HS (1/1022 — 6/302: $150,000 AG (1/123 6/30/24) if applicable ‘$150,000 Hed] #1 (1/1224 — 6/3025) ffapplicable ‘$150,000 ‘The Product Allowance shall be valued at Retail Pricing, University shall specify che quantity, type, an size of Under Armour Products to be provided by Under Armour to fulfil the Product Allowance and shal notify Under Armour of the same in writing. ‘The cost of shipping the Under Armour Produets from Under Armour to University (excinding Fed-Ex standard ground shipping) will be charged against University’s Produet 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 Armout’s Product ordering procedates and NCAA rules and regulations. Under Armour Products supplied to University pursuansto the Product Allowance ae not permitted for resale, and any returned Under Armout Products must be processed vis Under Ammouts standard returns and ‘exchanges procedures. Any unused Product Allowance amounts in a Contract Year will be forfeited and will not rollover tothe next subsequent Contract Year. 3.1.1 Produet Allowance sam Sanction. Notwithstanding the foregoing, in addition to any other ights or remedies Under Armour may have, for any Contract Year in which a Core Team is sanctioned by the NCAA resulting in the prohibition of television appearances o eduction of post-season pla or Conerance etamplonshp nae play (fapplicable) by the “Team, Under Armour shall have the right fo reduce the Product Allowance for such Contract Year by: thirty percent (30%) for the Football Team, twenty-five (25%) forthe Men’s Basketball Team, and twenty percent (20%) for the Women’s Basketball Team, Such reduction rights shall be cumulative in the same Contract Year. 3.1.2 Reductions for Spatting. In addition to any other rights of remedies Under Armour may have, in any Contract ‘Year in which a Team mesnber “spats” or tapes the Under Armour Products, and/or obscures the Under Armour Marks oa any Under ‘Armour Products (other than for an injury sustained by such Tear member that requires taping for stability purposes, provided that University provides Under Armour with notice of sueh injury within a reasonable time period following such injury, but in all instances priorto the commencement ofthe nex: game), Under Armour shall ave the right to reduce the Product Allowance provided to University in such Contract Year as follows: Occurrence Reduction occurrence SEeEEEESO BF oceurrence and cach 325,000 ‘occurrence thereafter 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. Ifin any Contract Yer University requires additional Products for use by the Team, Coaches, of 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 (“Additional Products”), University shall porchase any and all such Additional Products from Team Dealer at Team Pricing in accordance with Exhibit B, and shall not purchase such Additicnal Products from any third party 3.3. Performance Bonuses. Under Amnour shall pay to University the bonus compensation sot forth in Exhi hereto, Bonus compensation shall be paid to University within sixty (60) days after University provides Under Armour notice that it achieved the oriteria necessary for payment of such bonus compensation, Bonuses set forth in Exhibit C shall be non- cumulative, except for any Coach of the Year bonuses. Bonuses will be paid for Team competition only (and not individual Team ‘member achievements), and will be paid only if the Team exclusively wears and uses Under Armour Products. 3.4. Authentic Product Sales by University Approved Vendor(s). University acknowledges that: (e) Under Armour ‘currently has an existing License and Distribution Agreement with GFSI, Inc, d/b/a Gear for Sports ("GESP’), under which GFSI has certain exclusive rights with respect fo certain Under Armour Products bearing, collogiate trademarks in certain sales channels, and (b) GPSI and University’s retail licensing agent (“Retail Agent”) have an existing non-exclusive retail license agreement under which OFS} may sell certain Products beating certain University Marks pursuant tothe terms of the license agreement. 34.1 University shall ensure that Under Armour and GFSI, respectively, shall have the right to sell Under Armour Products bearing the University Marks, 3.4.2 University hereby grants (o Under Armour the exclusive right beginning on the Effective Date to sell the following Products beating the University Marks: (@) all anthentic competition apparel as worn by the Teams and their respective Coaches during practices, games, exhibitions, and other official University actvitis; () __allofthe replica versions of such authentic miforms developed for retail see in each of the Apparel Categories; provided, however, that () inthe event Under Armour has not brought to retail replica uniforms in an Apparel Catogory in & particular Distribution Channel (e.g, Mass Markets), then University may source andlor license the University Marks to any vendor to produce replica uniforms in thet Apparel Category in that particular Distribution Channel until such time as Under Armour brings ‘replica uniforms in that Apparel Category in that Distribution Channel to retail, except University shall at no time source and license tho Univesity Marks for this purpose to a Direct Competitor, and (i) for the purposes ofthis Section 3.42, Under Armour tis not brought an Apparel Category ina particular Distribution Channel until the replica uniforms are manufactured, shipped, and available to retailers in that particular Distribution Channel; and © all Performance Products, 3.4.3. Subject in all instances to Section 3.4.6 below, University hereby grants to Under Armour the non-exclusive right beginning on the Fffective Date to sell non-Performance Products snd headwear bearing the University Marks, 3.44 Under Armour may exercise the rights granted herein either itself and/or pursuant to its agreement with GFST or any other third party with whom Under Armour may contract in the future, provided Under Armour, GFSI, ot such third party has 2 license agreement with University or Retail Agent (or another third party to which University bas 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 athlcties department official online store of University’s website. University, through Retail Agent, shall notify all 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 ail licensees that they may not place orders any time after sixty (60) days of execution of this Agreement in any manner for those tems which Under Armour has been granted exclusive rights herein, 3.4.6 University agrees not fo license or permit the licensing of the University Marks by Direct Competitors on any products (including Produets) or services. 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 Armout or GFST 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 entor ito an agreement (j) forthe purchase, gif, sponsorship, exchange, promotion, endorsement, or advertisement of any Products with respect tothe Teams, Coaches, or Staff or any ofthe Team's fuclities, or Gi) with any thd party if such third party has the name “Armour,”“Armor," or any other term confusingly similar thereto a its name or the name of is products or services, unless otherwise approved in advance by Under Armour. Further, University shall not authorize any Coach, Staff, or Team member to endorse, promote, or advertise third party Produsts, University will require the Conch, Staf, and Teams to wear and use the Under Armour Products exclusively fo: (a) all Team activities, workouts, practices, games of other ‘competitions, and sports camps or clinies operated by University or ite Coaches; (b) sthletc-related photographs (whether still or 1moving); and (c) a interviews or press conferences, public appearances, daring any Coaches” shows, and when speaking for or acting 4s a representative ofthe Teams. University shall not allow Coaches, Staff, or Teams to wear and/or use aay Products provided by any thitd party. University shall not sponsor, co-sponsos, or endorse any competitor or any Products of any third party at any Coach of ‘Univesity operated sports camp, clinic, faxmamen, or other athletic event, and if any University or Coach operated eamp ot clinic provides Performance Products to camp or clinic attendees, such Performance Products will be Under Armour Products. 42. 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 not a Direct Competitor; and (b) neither University nor any Coach, Staff, ar Team member shall endorse, sponsor, promote, or advertise such thitd party Equipment. Ifat any time during the Term Under Armour has business plans to provide any Equipment that itpreviously did not provide, then Under Armour shali give University prior written notice of the Equipment Under Armour intends to provide, Once Under Armour provides the previously unavailable Equipment, such Equipment shall be deemed to be included in the 4 oducts" and covered by the applicable terms set forth herein and University shall no longer be permitted to source such ent available to the definition of ‘Equipment from a manufacturer other than Under Armour. ‘Thereafter, Under Armour shall make such new Equi ‘University in accordance with the terms set forth herein 43. Wear Testing. Subjectto NCAA rules, University shall ensure that Teams, Staff, and Coaches shall make themselves reasonably available to Under Armour with respeet to wear testing Under Armour Products in development. Teams, Sta, and Coaches shall, as requested, report to Under Armour, ether orally or in writing ifso requested by Under Armour, on the Under Armour Proccts supplied to Teams, Staff, and Coaches. Such written or oral reports shall address the fit, design, wear characteristics, fmetion, materials znd construction techniques of the Under Armour Products the Teatns, Staff, and Coaches wear. The actual Under Armour Products in development and any information regarding such Under Armour Products is confidential. If requested by Under Armour, the Under Armour Products in development shall be shrouded or tested in a private location so as to maintain tho 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, 44. Limitation of Liability and Disclaimer of Warranties. 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, EXCEPT TO THE EXTENT DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF UNDER ARMOUR. 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. IN 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, THIS PARAGRAPH IS SUBJECT IN ITS ENTIRETY TO THE LIMITATIONS (AS DEFINED IN EXHIBIT E). 4.5. Appearances by Head Coach. In connection with the endorsement and promotion of the Under Armour Products and/or Under Armour, upon teasonable prior notice and subject to Head Coach’s coaching 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 Had 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 Product. Under Armour shall pay all reasonable and necessary transportation, meal, and lodging expenses of Head Coach in connection with the activites set forth in this Section 4.5. During any personal appearances by Head Coach, Head Coach shall wear the Under Armour Products, 46. Visibility of Under Armour Marks, Under Armour Products shall be worn or used inthe condition reesived from Under Armour. University shall not (end will fequre that Team mermbers, Staff, and Coaches shall not) remove, wrap, tape, spat, or change any Under Armour Preducts (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 unlos required by the Conference ot NCAA, of unless modically necessary to do so (which shall require written letter from an independent physician in each instance). Unauthorized “spatting” andor taping of Under Armour Products by any Team member, Staff member, andlor Coach shall be inconsistent with the purposes ofthis Agreement, and shall be deemed a material breach of this Agreement. Under Armour recognizes that current NCAA rules (bylaw 12.54) govern the size and occurrences of @ manufactures of distributor's trademarks on all Products worn by members ofthe Teams Subject to Section 9.2, Under Armour is subject to any changes in such legisltion during the ‘Term, 4.7. Promotional Opportunities and Privileges. University shall provide Under Armour with the benefits set forth in Exhibit D attached hereto, at no cost to Under Armour unless otherwise specified, in each Contract Year, 5. Intellectual Property. 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 the Teams including, ‘but not limited to Under Armour being the “Oficial Outfitter of Texas Southern University Athletics.” AUl such use of the Under 5 Armour Marks by University shall conform to Conference andl NCAA rules. University shall submit to Under Armour and Under Amour shall have the right to approve all proposed uses of the Under Armour Marks by University, Under Armour shall not unreasonably withhold, condition, oF delay approval of such intended uses of the Under Armour Matks, If Under Armour does not approve or disapprove a request for approval in writing within ten (10) days of receipt thereof, such materials shall be deemed isapproved. If Under Armour disapproves any materials submitted by University, Under Armour shall provide University with writton 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 allright, title and intrest in and to the Under Armour Marks, ‘and University shall not do anything inconsistent with Under Armour's ownership of the Under Armour Masks. 52. University Grant of License. University hereby grants to Under Armour ¢royalty-fee, 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 “Official Outfitter of Texas Southem University Athletics.” Al such use of the University Marks by Under Armour stall conform to Conference and NCAA rules, Under Armour shall submit to ‘University and University shall have the right to eporove all proposed uses ofthe University Marks by Under Armour, University shall ‘not unreasonably withhold, condition, or delay approval of such intended uses ofthe University Masks. If University does not approve (or disapprove a request for approval in writing within ten (10) 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 witten reasons as to ‘why such materials were disapproved, Use ofthe University Marks by Under Armour and the goodwill associated therewith shall inure to the benefit of University. University owns allright, tite and interest in and to the University Marks, and Under Armour shall not do anything inconsistent with University's ownership ofthe University Marks, 5.3. Quality Control Obligations. University shall cooperate with Under Armour fo assure thatthe 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 fo assure that the quality of University's use of the Under Atmour Marks and the lovel of quality ofits goods and services provided in connection with the Under Armour Marks is high and does not detret 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 roasonable 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, 54, Changes fo University Marks. University must provide Under Armour with a least twelve (12) moaths prior writen notice in the event of a change to a University Mark to be placed on the Under Armour Produets supplied hereunder. in the event ‘University fils to provide Under Armour with at least twelve (12) months prior writtsn notice of a 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 aay late notice by University ofa University Mark change, and such affected delivery shall not cause Under Armour to bein breach ofthis 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 valid and binding obligation enforccable against it in accordance with its terms; and (c) in the performance of this Agrooment, it wll comply with applicable stato, federal, and local laws and regulations, andthe 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, ot any other agreements (including agreements with rights of first negotiation or rights of fest refusal) to which it is a paty 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, 7. Indemnification, 7.1. Indemnification by University, To the extent allowed by the constitution and the laws of the State of Texas, University shall inderanify, defend, and hold harmless Under Armour, its affiliates, and each oftheir officers, directors, employees, agents, successors, and assigns from and against any and all liabilities, injury, los, damage, and expenses, incloding, reasonable atiomey's fees, for any third party claims brought against Under Armour arising out of or relating to: (a) the intringoment of a third party's intellectual property right in connection with Under Armour’ use of the University Marks in accordance with this Agreement; (0) the breach by University of any representation, warranty, covenant, or other obligation of University under this Agreement; or (c) the negligence or willful misconduct of University. 712, Indemnification by Under Armour. Under Armour shall indemnify, defend, and hold harmless University, its respective affiliates, and each of their officers, directors, employees, agents, successors, and assigns from and against any and all 6 liabilities, injury, loss, damage, and expenses, including reasonable attomey’s fees, for any third party claims brought against University atising out of or relating to: (a) inftingement of a third partys intellectual property right in connection with University's use of Under ‘Armour's Marks in accordance with this Agreement; (b) the breach by Under Armour of any representation, warranty, covenant, or other obligation of Under Armour under this Agreement; or (€ the negligence or willfl miseonduet of Under Armour 73, Notification, Each party (“Notifying Party’) shall promptly notify the other party (“Indemnifying Party”) of the existence of any third party claim, demand, or other action giving rise to a claim of indemnification under this Section 7 (*Third Party Claim”). The Indemnifying Party shall have sole control of the defense and settlement of the Third Party Claim, ‘The Notifying Party ‘shall make available to the Indemnifying Party, at the Indemnifying Party's expense, such information and assistance as the Indemnifying, Party shall reasonable request in connection with the defense of a Third Party Claim, 8. Right of First Negotiation: Matching Right, Until January 1 of the last Contract Year of the Term (“Exclusive Negotiation End Date"), University shall meet exclusively with Under Amour 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. Prior to the Exclusive Negotiation Find Date, University shall not engage ia meetings or negotiations ‘with any third party regarding Product supply, sponsorship, endorsement, or promotion with respect to Products. Further, for the period of time commencing on the Exclusive Negotiation End Date and ending ninety (90) days after the expiration of the Term (“Matching Period”), Under Armour shall have the right to match any third party offer University receives that it intends to accept with respect to Products of such third party (“Third Party Offer"). For the avoidance of doubt, University shall not engago in meetings or negotiations with any third party regarding product supply, sponsorship, endorsement, or promotion with respect to Products until the Exclusive Negotiation Eind Date. If University receives a Third Party Offer during the Matching Period, 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 vnriting from such third party on its letterhead and signed by such third party. Under Armour sball have thirty (30) days from the date it receives the Third Party Terms to notify University whether Under Armour wil renew this Agreement on terms atleast equal to the ‘Third Party Terms, 1fUnder Armour notifies University that it will renew the Agreement on such the Third Party Terms, then University sand Under Armour shall renew this Agreement on such Third Party Terms, University shell inform all third parties of its requirements under this Section 8. 9. Termination and Remedies, 9.1. Upon Breach by Kither Party. A party may terminate tis Agreement in the event of a material breach of any term ‘or condition ofthis Agreement by the other party and failure by such other party to timely cure the breach by giving notice as hereinafter provided, In the event ofa breach, the non-breaching party shal 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 30) days after receipt of the ‘written notice, the non-breaching party may immediately torminato this Agreement upon provision of writen notice to the bieaching, 9.2. Additional Termination Rights for Under Armour. Notwithstanding any other provision of this Agreement, Under it versity if: (@) 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 auy reason to field a NCAA Division 1 Team or a Team does not participete for any reason in a complete regular season; (d) a Team is placed on NCAA probation; (c) University, Coaches, or Staff or Team members disparage Under Armour or its Products () senior University exoployees, Coaches, Staff, ot Feam members commit any actor ate involved in any oceurrence 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, Staff, or Team members fail to wear and/or use the Under Armour Products in breach oftheir obligations under Section 4.1 and Section 4.6. 93. Effects of Termination. Excopt as otherwise set forth herein, upon termination ofthis Agreement, the parties shall immediately discontinue all uses ofthe other party's marks (i, the Under Armour Marks or the University Marks, as the ease may be), In he event this Agreement i terminated prior tothe expiration ofthe Term, fora period not to exceed one hundred eighty (180) days after the date of termination, Under Armour may continue to use the University Marks forthe following purposes: (a) agreements with media outlets in existence on the date of termination that eannot be canceled by Under Armour without penalty; and (b) as an integral part of Under Amour Product packaging materials that ae in Under Armour inventory onthe date of teiaation or tha are scheduled for delivery under agreements in existence on the date of termination thet cannot be canceled without penalty to Under Armou. 10. Miscellaneous, This Agreement contains the entire agreement of the partics 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 auy such prior agreement shall be decmed to have been merged into this Agreement. In the event of any dispute under this Agreement, the laws ofthe State of Texas shall govern the validity, performance, enforcement, interpretation and any other aspect ofthis Agreement, 1 ‘without rogard 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, the remainder of this Agreoment shall nevertheless remain in full force and effect. ‘The failure of either party to insist in any one ot more instances upon performance of any of the provisions of this Agreement or to pursue its rights under this Agreement shall not be construed a5 a waiver of any provision or the relinguishment of amy rights. ‘The partes agroe thatthe terns of this Agreoment are confidential and except as requited by applicable law, the parties shall not diselose 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: 2) an affiliate; or (b) a party that acquires all or substantially all of Under Armour'sasscts. Any assignment in violation ofthis Section 10 is void, Tho 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 sn original but both of which together shall constitute one and the same Agreement. The signatures of the parties may be delivered by facsimile cr as an imaged document, in PDF, TIFF or JPEG format, and if delivered by facsimile or imaged document, sid executed documents may be considered originals for all purposes. The standard University terms included in the attached Exhibit E are incorporated by reference into the Agreement; provided that in the event of any conflict between any term set forth in Exhibit B snd any term in this Agreement, this Agreement shall prevail 11. Notices. All notices, requests, or other communications required to be given under this Agreement or which the partes may desire to give under this Agreement shal! be in writing end (a) hand delivered personally, (b) sent by facsimile transmission ifthe transmitting party receives confirmation of suocessful transmission or (c) addressed and sent by certified or registered mail, postage repaid and retam receipt requested tothe parties as follows: oh our Ito University Legal Department ‘Thomas Brit, Purchasing Office ‘Under Armour, In. Texas Southern University 1020 Hull Street 3100 Clebumo Stest Baltimore, MD 21230 Houston, TX 77004 Facsimile: (410) 246-5922 Facsimile Ifany party wishes to alter the recipient/address to which communications fo it are sent, it may do so by providing the new information, jn writing, to the other partes in accordance with this Section 11. All communications addressed in accordance with this Agreement shall be effective () when received, if delivered by certified or registered mail, (ji) on the date on which delivery is made, if personally delivered, and (ii) on the date of transmission, if by facsimile transmission. IN WITNESS WHEREOF, cach party acknowledges that a duly authorized representative of such party has executed this Agreement as ofthe date set forth below, and acknowledges that such party has read, understands and agrees tothe terms and conditions of this Agreement, UNDER ARMOUR, INC. By: Name: Tithe Date, Exhibit a Official Outer 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 ficight deduction wil be a percentage of the order subtotal and will be structured accordingly: FediRx Non-Standard Ground Shipments ~ 5% FedRx 3-Day Shipments ~ 10% FedEx 2-Day Shipments ~ 15% FedEx Overnight Shipments - 25% FedEx Overnight Priority Shipments ~ 35% Fedléx Saturday Delivery Shipments — 35% Exhibit B Officat Outer Agreement ‘TEAM DEALER ACKNOWLEDGMENT fin any Contract Year University requires additional Products for use by the Teams, Coaches, or Staff beyond the Product Allowance for such Contract Year, University shall purchase any and all such Products from Team Dealer at Team Dealer’s then-current team pricing on Teamn Dealer’s standard sales order form, Team Dealer and Under Armour shall moot 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 ‘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. ‘TEAM DEALER By: ‘Name: Date: 10 Exhibit Official Ousfiuer Agreement PERFORMANCE BONUSES Footbatl ‘Achievement ‘Bonus Amount ‘Celebration Bow! participant $2,500 ‘Celebration Bowl Champion $10,000 ‘Conference Coach of tho Year ‘$1,000 NCAA National Coach of the Year $2,500 ‘Men's Basketball ‘Achievement ‘Bonus Amount ‘NCAA Post-Season Tournament Appearance® $2,500 ‘NCAA Post-Season Round of 32 Appearance $15,000, [NCAA Post Season Sweet 16 Appearance ‘$25,000 NCAA Post-Season Blite § Appearance '$50,000 NCAA Post-Season Final 4 Appearance $100,000, NCAA National Champion $200,000, Conference Coach of the Year 1,000 NCAA National Coach of the Year $10,000 ‘Participation in the NCAA Post-Season Tournament play-in games do not qualify for this bonus, Women’s Basketball ‘Achievement ‘Bonus Amount ‘NCAA Post-Season Tourament Appoarance® $2,500 'NGAA Post-Season Round of 32 Appearance $15,000 NCAA Post-Season Sweet 16 Appearance $25,000 NCAA Post-Season Elite € Appearance $50,000 [NCAA Post-Season Final 4 Appearance $100,000 "NCAA National Champion $200,000 Conference Coach of the Year $1,000 [NCAA National Coach of the Year $10,000 *Patticipation inthe NCAA Post-Season Toumament playin games do not qualify for this bonus All Other Sports ‘Achievement Bonus Amount Conference Post-Season Championship wesulting ia $1,500 NCAA Post-Season Tournament Appearance NCAA National Champion 310,000 ‘Conference Coach ofthe Year 31,000 NCAA National Coach ofthe Year $2,500 il E Official Outer Agreement SIGNAGE AND OTHER MARKETING BENEFITS Official Designations. University hereby grants Under Armour the exclusive right to the official designation of “Official Outfitter of ‘Texas Southern University Athletics,” as wel a the “Official Outfitter” of the Teams (collectively, “Official Designations”), University shall use its best efforts to refer to Under Armour by such Official Designations in all appropriate settings and situations. The parties ‘may, fiom time to time, mutually agree in writing to additional official designations Hospitality, Tickets and Parking Passes. University shall supply Under Armour with eight (8) best available tickets and two (2) parking passes to each Team’s regular season home eames. Further, Univesity shall supply Under Armour wit six (6) best available ticket books to any exhibition game, neutral site, exetnpt event and post-reguler 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 availabilty. University shall supply Under Armour with two (2) passes to cach Alumni, Donor or other similar function at each Team’s regular season home games, Further, University shall supply Under ‘Armour with one (1) All-Access credential to each Teams 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. 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 inelnding, but not limited to posters, ‘calendars, and newsleters. Without limiting the foregoing, above the fold, University shall place the UA logo on each Team's home page and a hypertext fink fiom such home page to the Under Armour web site, This includes any coach's on and offeampus sports, camps. Signage. 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 (1) prominent television view logo on any coaches’ shows. Additionally, Under Armour shall receive logo plaoements on each Teatn’s media step and ropeat backdrops. Under Armoor shall eecive minimum of four (4) minutes of LED, video boards, LED ribbons end rotational boards, in venues where the Teams play their home games. Under Armour shall receive « minimum ‘of two (2) of the following on-court asets on any home court the Basketball Teams compete: () Team Bench Aprons, (if) Baseline Apton comers, (i) Basketball Stanchions, (iv) On Court Diagonal or (v) mother mutually agreed upon on-court sponsorship location, ‘Under Armour shall receive co-brending opportunities on any student group sectional signage. University sball use best efforts to use ‘Under Armour for all marketing and student section product. Under Armour sball receive logo placements in egch Team’s locker rooms, practice facility, sports medicine facility, equipment room, strength & conditioning, and in other locations as mutually agreed upon by University and Under Amour. Under Armour wll be responsible for the costs of eating and providing such sighage, and University hall be responsible for the installation and maintenance costs associated with such signage. Under Armour considers the following faites, at minimum to be game or practice facilites: BBVA Compass Stadium, Health and Physical Education Arena, Alexander Durley Stadium, and TSU Recreation and Wellness Center Announcements and Other Advertisements. Ifthe venue where the Texms play their home games has such capability, Undor Armour shall be recognized by the Orficial Designations in atleast two (2) publie address announcements during cach home game. Further, ‘Under Armour shall receive: (e) ono (1) full page advertisement in the media guide for the Teams; (b) one (1) full page color advertisment in each game program for the Teams; (e) logo placement in each Team’s eamp brochures; and (d) logo placement on each ‘Team’s schedtle card. The content of such advertisements shall be mutually agreed upon by the partis in advance, Social University shall positively promote its relationship with Under Armour, the Under Armour brand, and the Under Armour Products in a minimum of four (4) social media posts per Contract Year. ‘The content of sueh posts shall be provided by Under Armour and approved in advance by University, such approval not to be unreasonably delayed or withheld Mailing List. 1frequested by Under Armour, University’s athletic department shall make four (A) electronic mailings or e-blasts per Contract Year (one (1) mailing per quarter) on behalf of Under Armour to the athletics mailing Hist, with the understanding that the content of such mailings shall be mutually agreed upon by the parties, 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 rales, to promote the Under Armour Products and ils relationship with the Teams. 12 Exhibit Official Outfitter Agreement Contract Addendum ALTERNATIVE DISPUTE RESOLUTION: The dispute resolution process provided for in Chapter 2260 of the Texas Government Code shall be used, as further described herein, by University and Under Armour to atferpt to resolve any claim for breach of the ‘Agreement made by Under Armour, to the extent it is applicable to the Agreement and not preempted by other laws. Except as otherwise provided by law, nothing herein is a waiver by either party of te right to seek redress in a court of law. COMPLIANCE WITH LAW: Under Armour shall certify that it is in compliance with all applicable state and federal laws, including ‘non-discrimination laws as it relates to the terms and conditions ofthis Agreement, OFFICIALS NOT TO BENEFIT: No trustee, officer, director, regent, employeo, administrator, and representative of University shall disproportionately be admitted to any share or part of this Agreement or to any benefit that may arise thereftom. GOVERNING LAWISTATUTE OF LIMITATIONS: The validity of this Agreement and the interpretation of its terms and applicable statute of limitations for any cause of action brought by or against University pursuant to this Agreement shall be governed by the laws of the State of Texas FORCE MAJEURE: In the event of Force Majeure, the non-performance of either party due to such Force Majeure shall be excused, ‘and such party shall nat be responsible for any damages sustained by the other party arising out of such non-performance, Force Majeure shall mean fire, earthquake, flood, act of God, strikes or other labor disturbances, rots or eivil commotion, litigation, terrorism, war or other acts of a forcign nation, power of government or government agency or authority, or any other cause like or unlike any cause above-mentioned which is beyond the control or authority of the affected party. SUBCONTRACTS: Under Armour shall ensure that each subcontractor complies with all provisions of the Agreement and this Addendum. Under Armour shall remain lisble for the acts and omissions of such suboontractor(s) and the proper performance and delivery of the products and/or services outlined in this Agrooment, TAX EXEMPTION: University and Under Armour agree that University will not be requited to pay any taxes for which it can domonstrate a legal exemption, CONFIDENTIALITY: Subject to the Texas Public Information Act and any similar legal requirements, neither Party shall disclose any confidential information obtained from the other Party without such Party's prior written approval. PAYMENT TERMS: Payment terms for amounts due from University under this Agreement (including due dates, late fees, and interest) are governed by Chapter 2251 of the Texas Government Code, INSURANCE: University is insured for general liability insurance under a self-insurance program covering its limits of liability and such self-insurance will satisfy any University insurance obligations in the Agreement. During te Term, Under Armour shall maintai ‘Comprehensive General Liability insurance coverage of $1,000,000 per occurrence, University will be granted additional insured status ‘on such policy. Under Armour shall pay ail insurance deductibles, AUDIT; INDEPENDENT AUDITS; RIGHT TO AUDIT; RETENTION; SUPPORTING DOCUMENTS: Under Armour agrees and authorizes University and/or the State Auditor (collectively, “Auditor”) fo conduet audits or investigations in connection with this Agreement, during normal business hours, with reasonable prior notice, and at Auditor’s expense, Under Armour agroes to reasonably cooperate with Auditors conducting such audits ar investigations and to provide all information and documents reasonably requested. LIMITATIONS: The Parties are aware that there are constitutional and statutory limitations on the authority of University (a state agency) to onter 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 warranties; disclaimers and limitations of liability for damages; waivers, disclaimers, and limitations of legal rights, remedics, requirements, and processes; limitations of periods to bring legal action; granting, ‘control of litigation or settiement to another party; lability for acts or omissions of third parties; payment of attomeys? fees; dispute resolution; indemnities; and confidentiality (collectively, the Limitations”), 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. SOVEREIGN IMMUNITY: Except as otherwise provided by Texas lav, neither the execution of this Agreement by University nor any other conduct, action, or inaction of any University representative relating to the Agreement is a waiver of sovereign immunity by ‘University or the State of Texas. 1B REPRESENTATIONS BY UNDER ARMOUR: If Under Armour is a business entity, Under Armour warrants, represents, covenants, ‘and agrees that itis duly organized, validly existing, and in good standing under the laws of the state of its incorporation; itis 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 this Agreement, and is authorized to execute this Agreement according to its terms on behalf of Under Armour. ELIGIBILITY TO RECEIVE PAYMENT: Pursuant to Texas Family Code Section 231.06, Texas Government Code Sections 2155,004 and 2155.006, Under Armour certifies that it is eligible to receive the Agreement and payments pursuant to the Agreement ‘and acknowledges that the Agreement may be terminated and payment withheld if his representation and warranty is inaccurate, PAYMENT OF DEBT/DELINQUENCY TO STATE: Under Armour certifies that itis not indebted tothe State of Texas and is current ‘on all taxes owed to tho State of Texas, Under Armour agrees that any payments owing to Under Amour under the Agreement may be applied directly toward any debt or delinquency that Under Armour owes the State of Texas or any ageney of the State of Texas regardless of when it arises, until such debt or delinquency is paid in ful, (Texas Goverment Code, Sections 2107.008 and 2252.903). NON-WAIVER: No covenant or condition of this Agreement may be waived except by written consent of the waiving party. Forbearance or indulgence by one party in any regard whatsoever shall not constitute @ waiver of the covenant or condition to be performed by the other party. 4

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