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AMENDMENT AND EXTENSION TO THE ALL-SPORT AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF COLORADO, A BODY CORPORATE. AND NIKE USA, INC. This amendment and extension (“Extension Agreement’) to the All-Sport Agreement (‘2001 Agreement’) is entered into by and between The Regents of the University of Colorado, @ body corporate (“UNIVERSITY”) and NIKE USA, Inc. ("NIKE") WHEREAS, the UNIVERSITY and NIKE entered into an Agreement for the period from July 1, 2001 through June 30, 2006. WHEREAS, the parties hereto wish to amend the Agreement and extend its term; NOW, THEREFORE, in consideration of the above premises and the individual and mutual Promises of the parties hereinafter set forth, and for other good and sufficient consideration, the sufficiency of which is hereby. acknowledged, it is hereby agreed by and between the parties hereto as follows: 1. The term of the 2001 Agreement shall be extended for a period of ten (10) Contract Years (i.¢. from July 1, 2006 to June 30, 2016). Except as amended in this Extension Agreement, the terms and conditions of the 2001 Agreement shall continue to apply. 2. Effective as of July 1, 2006, Section 5(a)(1) of the 2001 Agreement is amended to substitute the current product table with the following “Supplied Product Limit” table: ‘ist Contract Year (2006-07) $1,365,000 _ 2nd Contract Year (2007-08) $1,365,000 _| ‘3rd_Contract Year (2008-09) $1,365,000 _ 4th Contract Year (2009-10) $1,465,000 Sth Contract Year (2010-11) $1,465,000 6th Contract Year (2011-12) $1,465,000 7th Contract Year (2012-13) $1,565,000 8th Contract Year (2013-14) $1,565,000 Sth Contract Year (2014-15) $1,565,000 oth Contract Year (2015-16) $1,565,000 Notwithstanding the foregoing, it during the orm either the men's or women's basketball teams make the NCAA Tournament, for the regular season follwing such tournament appearance, NIKE wil provide each such team, on a 1-lime basis during he term, with a 3rd set of game uniforms 8. Effective as of July 1, 2008, Section 5(a)(2) shalll be replaced with the following language: (2) Each Contract Year, (i) NIKE shall supply to UNIVERSITY, free of charge, up to twelve thousand five hundred dollars ($12,500) (wholesale value) of products for use exclusively by (or in connection with) UNIVERSITY-operated (or licensed) and/or COACH-operated (or licensed) sports camps and such product shall be in addition to the specific product allotments set forth in the table below (collectively, the “Camp Product Allotment’): Polo Shirts | Camp Balls Football 50. none Men's Basketball 15 200 Women's Basketball 15 200 Soccer 5 100 —] UNIVERSITY acknowledges that annual Camp Product Allotments shall be delivered to UNIVERSITY generally one (1) month prior to the start of the relevant camp program and that annual allotments must typically be ordered 9-12 months in advance of each season to ensure timely delivery. (li) Itis further agreed that (aa) from the increased Supplied Product Limit provided hereunder, UNIVERSITY shall allocate some product to dance and band participants; (bb) the Department of Athletics shall work with the UNIVERSITY’s Recreation Department to promote the use of NIKE Products, which products NIKE will make available to them at wholesale pricing; and (cc) NIKE shall consider the UNIVERSITY’s Boulder Campus as a NIKE “pilot campus” for the purposes of testing and/or introducing collegiate-targeted NIKE brand marketing initiatives (e.g. brining the “Rock Star Workout” program to college campuses). 4. Effective as of July 1, 2006, Section 5(a)(4) of the 2001 Agreement shall be replaced with the following language: (4) In further consideration for the rights granted under this Agreement, UNIVERSITY and select members of the Athletic Department (to be designated by UNIVERSITY), shall be entitled to order (i) up to one hundred thousand dollars ($100,000) (retail value) of NIKE Product during each Contract Year through the 5th Contract Year, and (ii) up to “one hundred fifteen thousand dollars ($115,000) (retail value) of NIKE Product during each of the 6th Contract Year through 10th Contract Year. All NIKE Product must be ordered through the “NIKE by Mail” program and subject to procedures established by NIKE for such purpose. No carry-over of unordered annual allotments of merchandise from one Contract Year to another shall be allowed. NIKE shall provide to UNIVERSITY and/or Athletic Department members, as applicable, such documentation as may be required with regard to such orders to facilitate the UNIVERSITY’s and such individuals’ compliance with federal and state tax laws. 5. Effective as of July 1, 2006, Sections 10(a), (b) and (c) of the 2001 Agreement shall be replaced with the following language: (2) Base Compensation. Each Contract Year, as further consideration for the rights granted under this Agreement, NIKE shall pay to UNIVERSITY Base Compensation (subject to Paragraphs 11 and 18 below) in the amount set opposite the below-indicated Contract Year. All annual amounts payable under this Paragraph shall be paid in two (2) equal semi-annual installments to be made on July 1 and January 1 of each Contract Year: Ist Coniract Vear (2008-07) 2nd Contract Year (2007-08) ‘3rd Contract Year (2008-09) 4th Contract Year (2009-10) Sth Contract Year (2010-11) 6th Contract Vear (2011-12) 7th Contract Year (2012-13) ‘$400,000, ‘8th Contract Year (2013-14) ‘$400,000, Sth Contract Year (2014-15) ‘$400,000, 10th Contract Year (2015-16) $400,000 (b) Commitment Bonus. In addition to the Base Compensation set forth above, NIKE shall pay UNIVERSITY a one-time commitment bonus of one hundred fifty thousand dollars ($150,000) within thirty (30) days of the full execution of this Agreement. (©) Performance Bonuses. (1) if in the initial two (2) Contract Years of this Agreement (i.e., 2006-07, 2007-08), NIKE’s aggregate retail sales of UNIVERSITY-identified licensed products (‘Licensed Products”) exceeds ‘one milion dollars ($1,000,000), NIKE shall pay UNIVERSITY a cash bonus of fifty thousand dollars ($50,000). (2) If NIKE’s annual retail sales of Licensed Product exceeds one million dollars ($1,000,000) in each of the 3rd, 4th and 5th Contract Years, NIKE shall pay UNIVERSITY an additional cash bonus of fifty thousand dollars ($50,000). (3) If NIKE’s annual retail sales of Licensed Product exceeds one milion five hundred thousand dollars ($1,500,000) in each of the 6th and 7th (i.e., 2011-12, 2012-13) Contract Years, NIKE shall pay UNIVERSITY an additional cash bonus of fifty thousand dollars ($50,000). (4) In addition, if NIKE's annual retail sales of Licensed Product exceeds one million five hundred thousand dollars ($1,500,000) in each of the 8th, 9th and 10th Contract Years, NIKE shall pay UNIVERSITY an additional cash bonus of fifty thousand dollars ($50,000). 6. Effective as of July 1, 2006, Section 14(a) of the 2001 Agreement shail be replaced with the following language and the current Section 14(c) shall be re-numbered as Section 14(b): (@)_ At NIKE’s request made no later than November 15, 2015, UNIVERSITY shall for a period of forty-five (45) days negotiate with NIKE in good faith with respect to the terms of a renewal of this Agreement. The parties shall not be obligated to enter into an agreement if they cannot settle on mutually satisfactory terms. Prior to January 1, 2016 (the “Exclusive Negotiating End Date"), UNIVERSITY shall not (nor shall UNIVERSITY permit its agents, attorneys or representatives to) engage in discussions or negotiations with any third-party regarding product supply with respect to any Products, or sponsorship of any Covered Program (or similar supply or promotional arrangement) with respect to any Products ("Product Supply/Sponsorship Rights”) after the Term. 7. Effective upon the execution of the Execution Agreement, Section 15(a) of the 2001 Agreement is deleted. 8. Except as modified by this Extension Amendment, all capitalized words used and not otherwise defined herein shall have the meanings ascribed to them in the 2001 Amendment. Except as modified by this Extension Amendment, all other terms and Conditions of the 2001 Agreement shall remain in full force and effect and all rights and Obligations described in the 2001 Agreement shall remain the same. 9. This Extension Agreement shall not become binding on the parties until it has been signed and dated by the authorized representatives whose names appear below. IN WITNESS WHEREOF, the UNIVERSITY and NIKE have caused this Extension Amendment to be executed by their duly authorized representatives. The Regents of the University of NIKE USA, Inc. Colorado, a body corporate L By. ZN ; LW Paul Tabolt Its: View Chancellor for Administration It ctol/US Sports Mi Date;__*+~>0- OS Date: oan Le ee and Mike Bohn Peter H. Koehler, Jr. Its: Director of Athletics Regional Counsel, U.S.A. Region Date: - 20-07 pate_/Z.24. 9) Fed. Id. No.: 84-6000-555 APPROVED AS TO LEGAL SUFFICIENCY Office of the University Counsel Its: St. Associate Unversity Counsel Date: = 3-9 ~ Q UNIVERSITY of COLORADO-NIKE ALL-SPORT AGREEMENT TABLE OF CONTENTS PARAGRAPH DESCRIPTION PAGE NO. RECITALS... eens beens : Pa. 3 {1 DEFINITIONS - . ee sone PQ. 3 2 TERM a orem PQ. & {8 GRANTOF RIGHTS... Po. 6 {4 INTERNET RIGHTS carr se rnestanee sent Pg. 6 M8 NIKE PRODUCT CONSIDERATION, ORDERING & LOGO USE ON PRODUCT .... Pg. 7 116 NIKE SPONSOR BENEFITS Po. 9 {7 APPEARANCES : Pg. 12 8 .USE OF NIKE PRODUCTS... as Pg. 12 {9 DESIGN & MARKETING CONSULTATION Po. 14 10 CASH COMPENSATION........... Pg. 14 ‘11 RIGHT OF REDUCTION, SET-OFF . Pg. 18 12 ADVERTISING APPROVALS..... Pg.17 ‘113 DEVELOPMENT OF NEW LOGO & TRADEMARK OWNERSHIP Pg. 17 114 RIGHT OF MID-TERM CONTRACT REVIEW & FIRST DEALING & FIRST REFUSAL... Pg. 18 418 RIGHTS FOR ADDITIONAL & NEW PRODUCTS Pg. 19 ‘118 MATERIAL CHANGED CIRCUMSTANCES......... Pg. 19 ‘117 RIGHT OF TERMINATION BY UNIVERSITY ..... Pg. 20 ‘M18 RIGHT OF TERMINATION BY NIKE Py. 20 118 NIKE POST-TERMINATION RIGHTS... Pg. 21 {20 REMEDIES .. Pa. 22 {21 Notices. ae . Pg. 22 ‘22 INDEPENDENT CONTRACTORS . Seaneence Pg. 22 123 ASSIGNMENT/DELEGATION/PASS THROUGH....... Pg.23 ‘4 WAIVER... Pg, 23 {28 SEVERABILITY ... Pg. 23 ‘126 ADDITIONAL WARRANTIES .... Pg. 23 ‘127 CONFIDENTIALITY Pg. 25 ‘28 INSURANCE... Pg, 25 29 CAPTIONS Ho recuernininitinniititnnneniittitranunenanin PQQ B80 ENTIRE CONTRACT oases snnmntnnnnasnsr, a Pg. 26 Colorado/NiKE Agreement a THIS IS AN AGREEMENT made and entered into by and between The Regents of the University of Colorado, a body corporate, contracting on behalf of the University of Colorado at Boulder (hereinafter "UNIVERSITY"), for the benefit of the Department of Intercollegiate Athletics, having its principal offices at the Oal Ward Center, Boulder, Colorado 80309-0368, and NIKE USA, Inc. ("NIKE"), having its principal offices at One Bowerman Drive, Beaverton, Oregon 97005-6453, WITNESSETH WHEREAS, UNIVERSITY fields and maintains nationally recognized athletic teams in numerous sports (and retains the coaches and staff in connection therewith) and owne all Tight, ttle and interest in and to the names, nicknames, mascots, trademarks, service marks, legographics and/or symbols, and any other recognized reference to the University of Colorado or its intercollegiate athletic programs; WHEREAS, NIKE is a sports and fitness company engaged in the manufacture, distribution and sale of athletic and athielsure footwear, apparel and related accessories, and desires to support UNIVERSITY and: certain of its’ intercollegiate athletic programs as described below; and WHEREAS, NIKE desires to supply UNIVERSITY with NIKE Products (as defined In Paragraph 1 below), for use by "Covered Programs" (as defined in Paragraph 1 below); to acquire the designation for NIKE Products as the official Products (as defined in Paragraph 1 below) of UNIVERSITY in the designated categories; to have the coaches of certain UNIVERSITY athletic teams make appearances andlor do clinics on behalf of NIKE and UNIVERSITY, and, to acquire certain sponsorship rights and other rights and benefits from UNIVERSITY; NOW, THEREFORE, in consideration of the mutual promises, terms and conditions set forth herein, it is agreed as follows: 1. DEFINITIONS. As used in this Agreement, the terms set forth below shall be defined as follows: (@) “Athletic Department” shall mean UNIVERSITY’s Department of Intercollegiate Athletics.” (©) “Athletics Web Sites” shall mean cubutfs.com, or any successor web site thereto and any other now existing or hereafter created web site owned and/or controlled by UNIVERSITY’s Athletic Department excluding www.colorado edu, (©) “BCS Bow! shall mean any of the following bowl games among which is rotated the game designated as the ‘National Championship" title game, and such additional or replacement bowl games as may be established and included in the alliance: the Orange; Sugar; Fiesta; or Rose Bowl. (@) "Coach" shall mean an individual employed during the term of this Agreement to act as a head coach of a Covered Program. (@) "Coach Properties’ shall_mean the Coach's name, nickname, inttials, autograph, facsimile signature, voice, video or film portrayals, photographs, likeness and image or facsimile image, and any other means of sponsorship used by such Coach in connection with the advertisement, promotion and sale of "Products" (as defined below) and appearances and promotion of the ColoradomNIKE Agreement ‘ UNIVERSITY-NIKE sponsorship, in either case in accordance with the terms of this Agreement, (f) *Conference" shall mean the Big XII Conference and such other intercollegiate athletic conferences of which UNIVERSITY is a member. (G) "Contract Year" shall mean each consecutive twelve (12) month period from July 1 through June 30 during the term of this Agreement. (h) “Covered Program(s)" shall mean the following NCAA Division | Intercollegiate athletic programs (and cheerleading) which are fielded by UNIVERSITY's Athletic Department, namely, the sports of: basketball (men’s and women's); football; golf (men’s and women's); skiing (men’s and women’s); soccer (women's); tennis (men's and women’s); track & field/cross country (men's and women’s); volleyball (women's); and such other replacement or additional intercollegiate athletic programs as may be established from time-to-time during the term hereof, (0) “Flagship Program(s)" shall mean the following Covered Programs: football men’s basketball; and women’s basketball, G) "internet" shall mean a global network of interconnected computer networks or other devices which is used to transmit Intemet Content that is directly or indirectly delivered to a computer or other device for display to a user thereof, Whether such Internet Content is delivered through online browsers, off_ling browsers, “push” technology, electronic mail, broadband distribution (whether cable, DSL or otherwise), satellite, telephony, wireless or any other moans whether now known or hereafter created. (®) “Internet Content’ shall mean text, graphics, photographs, film, video, audio and/or other data or information associated with the Internet, () “UNIVERSITY-controlied Internet . Content” shall_ mean text, graphics, Photographs, film, video, audio and/or any other data, materials or information (e.9., statistics, biographical profiles, archival materials, etc.) of any and all Severed Programs. whether created by NIKE (or its agent) or controlled by UNIVERSITY. (m) "NCAA" shall mean the National Collegiate Athletic Association, (n) “NIKE Group" shall mean NIKE USA, Inc., NIKE Retail Services, inc. (dlb/a NiksTown), ‘their parent company NIKE, 'Inc,, their licensees, distributors, subsidiaries and any successor company. (©) "NIKE Products’ shall mean all Products in connection with which, or upon which, the NIKE name, the Swoosh Design, the NIKE AIR Design, the Basketball Player Sithouette (‘Jumpman’) Design or any other trademarks ot brands (e.g., Brand Jordan, Sports Specialties, SPL.28) now or herestter owned and/or controlled by NIKE (collectively, "NIKE Marks") appear, (2) “NIKE Web Sites shall mean www.nike.com, www.nikebiz.com or any Suiccessor web site thereto and any other now existing or hereafter created web site owned and/or controlled by NIKE. (q) "Products" shall mean: Colorado/NIKE: Agreement 5 (1) all athletic and athletically inspired or derived footwear that members of any of Team, Coaches and/or Staff wear or may be reasonably expected to Wear while participating in a Covered Program activity; (2) authentic competition apparel consisting of uniforms, sideline or courtside Jackets and sweaters, game-day warm-ups, basketball shooting shirts, football player capes, wool and fitted caps, windsuits, rainsults, sideline or courtside pants, shorts and shirts, and similar apparel, practicewear, thermal wear and performance undergarments (collectively, "Authentic Competition Apparel") that members of any Team, Coaches and/or Staff Wear or may be reasonably expected to wear while participating in a Covered Program activity; (3) all other apparel articles of an athletic or athleisure nature including but Het limited to, polo shirts, golf shirts, tank-tops, T-shirts, sweatsuits, Separates and other body coverings, and accessories of an athletic o: athleisure nature, including but not limited to headwear (other than Protective headwear), headbands, wristbands, bags, socks, hand-towels, Tecelver's and linemen's gloves, goff gloves, weight training gloves, elbow and knee pads that members of any Team, Coachés andlor Staff wear or use or may be reasonably expected to wear or use while participating ina Covered Program activity; (4) footballs, men’s basketballs, women's basketballs (subject to Paragraph. 15 below), soccer balls, and volleyballs; and (5) non-prescription sunglasses, and protective ard performance eyewear When available. (UNIVERSITY acknowledges that prescription ‘sunglasses or protective eyewear that may be wom by Coaches or Staff members cannot bear on its exterior the logo or other visible identification. of any manufacturer o seller of sports eyewear, or footwear or apparel Products other than NIKE.) () "Staff" shall mean, collectively, all assistant coaches and strength coaches, befrenent, Managers, trainers and any” on-field/courtside staff (eg., ballpersons, basketball stat crews, etc.) employed by UNIVERSITY during the term of this Agreement to provide services to any Covered Program. (9) [Team shall mean that group of athletes attending the Boulder campus of UNIVERSITY during the term of this Agreement and comprising the roster of each Covered Program: © “Tier | Bow!’ shall mean any non-BCS Bowl game traditionally played on New ‘Year's Eve or Day and such additional or replacement New Year's bow! games 8 may be established with a team pay-out of not less than $1.2 million, (u) TUNIVERSITY Marks" shall mean the identifications The University of Colorado, sniversity of Colorado, the nickname "Buffaloes", “Golden Buifaloes", "Burts and all other names, nicknames, mascots, identifications, trademarks, services Tans, logographics andlor symbols, and any other recognized symbols associated with UNIVERSITY, TERM. This Agreement shall remain in full force and effect for a period of five (8) Contract Years, from July 1, 2001 through June 30, 2006, unless sooner terminated in ColoradmNIKE Agreement

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