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BSNSPORTS” EXCLUSIVE SUPPLIER AGREEMENT BSN SPORTS, LLC, a Delaware limited liability company ("BSN SPORTS") Is pleased to offer the WESTERN CAROLINA UNIVERSITY Athletic Department ("School") the BSN SPORTS EXCLUSIVE SUPPLIER AGREEMENT (the “Agreement”) for the purchase and supply of NIKE apparel and footwear along with any and all other equipment offered for sale to School by BSN SPORTS, Benefits: 1. "Premier Pricing” shall apply to all footwear, apparel and equipment’purchased by School at the following rates*: ‘+ 50% off retal price on all NIKE apparel ‘+ 45% off retal price on ll NIKE footwear and + 50% off retail price on all NIKE Custom uni specified in the BSN SPORTS uniform + 30% off retail price on all NIKE lice Perry Elis Swim & APS Wrestling. staricon next to the + 10% off ee PRR ded pRducts Fm BSN SPORTS catalog, * BSN SPOR eos aged odes oe pods dred by asgtigs Mgs thi a such as Wilson, Spalding, * Ifthe footwear, ‘appai & ‘equipit ass ciated fee (e.g., royalty, licensing fee), the discounts above areabe v change Ye N SPORTS’ sole discretion. @ 2. BSN Sports Product / ee jebate: Sthoo! shal receive the following in FREE product ina ent gate") in Years 1 and 2, Schoo! ha the folowing in free product rebates in years one through five bursuant chase of NIKE apparel, footwear, equipment and decoration tunder this Dy ("Product Rebate”). Subject to the terms below, at the end of eachschool year of this Agreement, the School will receive a Praduct Rebate from the catalog(s) provided by BSN SPORTS and subject to availability at the time a cn Pru Antes ove evalble afer he fumes bel ae met (nildding, without limitation, the Annual Spending Level with BSN SPORTS as set forth below) and must be utilized within forty-five (45) days af the end af the school year in which the rebate was earned. A Product Rebate balance doesnot carry over {rom school year to school year. School must be current on all payment obligations to BSN SPORTS to be eligible for the Product Rebate BASKETBALL VOLLEYBALL SOCCER bh LACROSSE TENNIS SOFTBALL A TRACKAFELD STRENGTHS FITNESS WRESTLING SPORTS MED SPEED AGILITY SCOREBOARD BESSA COMCHING AQUATICS BSN SPORTS” Annual Spending Level YEARS 1-2 Annual Rebate amount '* $250,000+ {$85,000 FREE in NIKE product, BSN ‘equipment or VIP Branding at retail catalog price. + $300,000+ {$90,000 FREE in NIKE product, BSN equipment ‘or VIP Branding at retail catalog price. = $350,000+ {$105,000 FREE in NIKE product, BSN equipment. ‘or VIP Branding at retail catalog price. + $400,000 {$420,000 FREE in NIKE product, BSN equipment (or VIP Branding at retail catalog price. Annual Spending Level YEARS 3-5 ‘ * $250,000+ ‘$65,000 FREE jn NIKE product)\BSN equipmentof VIP Bran ore a catalog, ~~ + §300,000+ $70,000 FREE IAWIKE prodyct, BSN equipirent IP Branding a retail catalog p + $350,000 / -REBin NIKE roduct, BSN equipment retail Catalog price. EI roduet, BSN equipment i.catalog price + BSN SPORTS propHetan ntfied in BSN SPORTS catalog with atblack Star icon xt teithe productcode. . Zs fs/as of 5:00 pm on 5/15 of each year = $400,000+ ofthe agreement, age forflted. Asa result, promotional merchandise ‘anf be caridoverfom ane schoo year to the next }. NIKE Team Sports Produtt Rebat ‘School shall receive the following in FREE NIKE promotional product caleulated)at NIKE retail prices and redeemable from the applicable ‘approved NIKE promotionalicataldgs: = Year 12\$60,000 in FREE NIKE promotional product at retail price Year: $6000 in FREE NIKE promotional produc at retll price Yew 2s 00In FREENKE promatons rode! tet rz ear : {$60,000 in FREE NIKE Promational produc at reall price ‘Years; $60,000 in FREE NIKE Promotional produc at retll price + )\promotional product allocation I the sole responsiblity of schocl. +7 Unused promotional product amounts, as of 5:00 pm on 4/20 ofeach year of the agreement, are forfeited. As a result, promotional merchandise cannot be cared over from one school year to the next BASKETBALL VOLLEYBALL SOCCER EASE LACROSSE TENNIS SOFTBALL NARI TRACKAPELD STRENGTHE FITNESS WRESTLING SPORTS MED SPEED AGILITY SCOREBOARDS HOESIGEAHES COACHING AQUATICS BSN SPORTS” 4. NIKE Basketball Sports Marketing Product Rebate: WCU Basketball Programs shal eceive the following in FREE NIKE promotional product calculated at NIKE retail prices and redeemable from the applicable approved NIKE promotional catalogs to be split at athletic director discretion: + Year 3: $20,000 in FREE NIKE promotional product at retail price + Year 4: §20,000 in FREE NIKE Promotional product at retal price + Year 5: $20,000 in FREE NIKE Promotional product at retall price + Promotional product allocation isthe sole responsibilty of school. + Unused promational product amounts, as of 5:00 pm on 4/20 ofeach year of the agreement, ae forfeted. As a result, promotional merchandise cannot be carried over from one school year f@ihe ne 5. NIKE Uniform BOGOS: The following sports will receive étbuy one et Ohe FREEOn uniforms based on the totals/retail value listed in YEAR 1. RETAIL VAWUE $76)425.00) Football BOGO 110 sets @400.00 f ‘Men’s Basketball 15 sets @250.00 Women’s Basketball 15 sets @$250,00 . Softball BOGO 30 sets @ $300.00 Volleyball 8060 20 sets @ $455.00 Baseball BOGO 45 sets @ $285,00 6. BSN Year 1 Signing Bonus: Men's adWorten’s basketball will receive a product allotment with a combined retail value of $6,000 at Nike tetail price for footwear. 7. Nike Performance incentive Men’s nd Wornén’s Basketball: + NCAA Appearance will receive $5,000 in Nike Promotional Product at retail + NCAA Sweet 16 Appestance!will r@geive $10,000 in Nike Promotional Product at retall price. sep NCAA BliteB Appearaiée will receive $15,000 in Nike Promotional Product at retail pride, ‘+ NCAA Final Four Appearance will receive $20,000 in Nike Promotional Product at stall price, ‘+ NCAA Champion vill receive $25,000 in Nike Promotional Product at retail price. 8. Nike Performantencentive Baseball and Softball: ‘NCAA Appearance will receive $2,500 in Nike Promotional Product at retail price. + NOMA World Series Appearance will receive $5,000 in Nike Promotional Product at retail price. ‘+ NCAA Champion wil receive $10,000 in Nike Promotional Product at retail price. 8. Nike Performance Incentive All Other Teams: + NCAA Appearance will receive $1,500 in Nike Promotional Product at retail price. ‘+ NCAA Champion will receive $5,000 in Nike Promotional Product at retail price. —— BASKETBAL VOLLEYBA\ S0CCE LACROSS TENN SOFTBAL A TROKGFE STRENGTH FITNESS WRESTLING SPORTS MED SPEED AGILITY SCOREBOARDS BENCHRSLBLEAHER COACHING AQUATICS. — oF Om > BSN SPORTS” 10. Nike COY incentive: ‘Men's or Women’s Basketball coach receive Conference Coach of the Year honors ‘will receive $1,000 in Nike Promotional Product at retail price. + All other sports coach receive Conference Coach of the Year honors will receive {$500 in Nike Promotional Product at retail price. 11, BSN SPORTS E-Commerce Incentive: Setup of BSN SPORTS Sideline Store with link on main athletic department website, at no charge for School with a 12% CASH royalty, for each year of contract. This is optional, but not required. 12. BSN SPORTS Cover the Campus Incentive: 20% discount given{to all frieNdls, alumni, family, ‘of 50% off retail price on NIKE stock apparel and 50! be offered yearly throughout length of agreer toWards BSN’SPORTS ("BSN SPORTS Representative”) to onduct on ‘oughout the term of ‘this Agreement. BSN SPORT sible for showing product main AR 's their exclusive supplier for any and all of it needs. It is also agreed that School will ing calendar to help ensure availability and Ps nd owned by BSN SPORTS, will serve as the online purchasing site forall yroducts purchased directly by athletes, as well as their family and friends, farantee that athletes and their family and friends will exclusively use the ‘My Team Shop to purchase NIKE products. Each sport will offer at least one My Team Shop ‘opportunity to their student athlete families/fans/alurnni per year throughout length of agreement. My Team Shops will follow a different discount structure as it will be an individual credit card purchase, All my team shop purchases will count toward total spend, 4, Promotion. Schoo! will promote this partnership through public announcements at events ‘and signage (provided by 8SN SPORTS) at football, basketball, baseball games and any other sporting event. A % page advertisement supplied by BSN SPORTS shall appear in School's 10. BSN SPORTS” ‘media guide distributed or displayed at any such event. Also, BSN SPORTS will receive: (i) two (2) tickets or passes, as applicable, to all School athletic games, competitions, and tournaments or simitar events, and (i) one (1) vendor / athletic parking pass for use by the BSN SPORTS Representative for sales calls, meetings, presentations and campus visits. BSN ‘SPORTS will receive 1 free hole sponsorship and foursome at annual golf auting. Static logos for BSN SPORTS & NIKE to appear on banner of athletic department website as the official supplier. Payment Terms. School must be current on all payment obligations to BSN SPORTS to be eligible for all promotional products and rebates. Payments will be Made within thirty (30) days of purchases unless alternate payment arrangements have been made and agreed to in writing by both parties. ‘Additional Charges, Decoration charges (including/@harges for @mbrdlery ald séeen printing) are extra Exclusions. Products sold to Cheerleading thrdugh Varsity Spirit\Fashion, will not be Included in spending level totals. Freight and Shipping. School is responsible fohvall Freight/shippinéicharges of 6% on all small parcel shipments via FedEx afd, 18% on @ny LTL AND FTL FREIGHT TRUCKED. shipments, resulting from mefcharidise plirchased andor received under this Agreement, However, Schoo! shall not be responsible for freight/shipiing charges in connection with the return of merchandise’shipped incorreetly bythe fault of BSN SPORTS. ‘Term of Agreement. The term Of this Agreement shall be for five (5) years, beginning on July 1, 2024, and continuing through June,30, 2026 (the “Initial Term” unless earlier terminated in accordance with this Agreement. This Agreement may be renewed by the parties for successive five (5)year terms (each a “Renewal Term” and together with the Initial Term, thé,"Térm"); provided that: (i) Schoo! may solicit offers from compatitors of BSN SPORTS for the provisiof of apparel, footwear, and equipment to commence after the Initial Term or then-current Refiewal Term until six months prior to the expiration of the Initial Term or such Renewal Term (the "Shopping Period”; (II) should School receive an offer durifig the Shopping Period, School shall communicate such offer to BSN SPORTS and provide BSN SPORTS with the opportunity ta match such terms in the following Renewal Tetin. Said opportunity is merely an opportunity to submit a matching offer and does not obligate Schoahita accept such offer. In any event, the parties may renew this Agreement in writing signed by both parties no later than ninety (90) days befare the expiration of the Initial Term or then-current Renewal Term. Force Majeure Event: Neither party shall be liable to the other for any costs or damage {including consequential and liquidated damages}, arising out of delay or nanperformance under this Agreement arising, directly or indirectly, out of a Force Majeure Event including, without limitation, strike, work stoppage, fire, earthquake, flood, windstorm, riot, accident, acts of war or terrorism, civil or military disturbances, pandemic, nuclear or natural catastrophes or acts of God, court order or injunction, an order or directive BASKETBALL VOLLEYBAL SOCCER BAA LACROSSE TENNIS TRACKGFELD STRENGTH FITNESS WRESTLIN SPORTS ME! SPEED AGILITY SCOREBOARDS BENCHES COACHING AQUATICS. Da a 2 13, ua BSNSPORTS BASKETBALL reticing actin by relevant goverment autor, nd nterpin,tso matures oft, conmuntatons or computer ottareandteewere)cewees, \OLLEYBAL or any other similar event that is beyond the reasonable control of the parties. The - parties agree and acknowledge that, in no event, shall additional expenses or other Soc CE R Ee hoe Stone weld vee Walaa ep aE Event the bit to copy eth oy tr a greener sabe aera eer c pory solve releosed fom cue adit gts unr th grant j i provided that () written notice setting forth in detail the nature of the Force Majeure Event is given by such party to the other party as soon as such party is aware of the Force Majeure Event; and (i) such party shall use all commercially reasonable efforts to ‘minimize the extent of delay or nonperformance caused by the Force Majeure event. lan Upon a Force Majeure event, the parties will make a godt faith etfortto reschedule the CROSSE event asset forth herein at a mutually agreeable date and time. Any. dep6sits willbe T applied to the rescheduled event; or will be fully funded ifthe eventishot Feschedbled Covno he pares atrowege the ong on thesoneeastnetteimoxe SPT of COVID-19 on their obligations under thisAgreément. Notwithstanding the potential foreseeability of such impact, the partie> acknowledge and agreelthat any actions taken by ‘one party in response to or in compllance with recommendations, guidance, orders or other (i actors of drecves of gaemmertag othe gles autores wih experts infectious diseases (e.g., WHO, CDENIAID)éte.) pertaining to COVID-19 shall constitute a Force Majeure event under this Agreement. In addition, if either party reasonably and in Fe to it sac geese iets cersewern TAY FEL) unworkable or overly burdensome the affected arty may terminate or postpone the fereement witout erty, voaded tenis provided tote ether pry teat s REN TH 30 days before the event, days written notice in advan of the desired termination date. Written notification must WRE: 1 n bbe supplied prior to'separation and an opportunity for resolve must be given. Such termination does ‘not absolve parties of obligations already incurred subject to this sp OR Agreement, Furthermore, if either party should fall to perform or be in breach of any of the warranties, representations, covenants or obligations contained in this Agreement, or anticipatory breach this Agreement, and such default is not curable or such default is curable but remains uncured for ten (10) days after written notice thereof has been given tothe defaulting party, the other party, at its sole election, may immediately terminate this Agreement with written notice to the defaulting party Modification of Agreement. This document contains the entire Agreement between the parties and may not be changed, modified, amended, or supplemented except by express written agreement signed by both parties. Public Record. BSN Sports understands that School s an agency ofthe State of North Carolina ands subject to the North Carolina Public Records Ac (N.C.GS. 132-1 et seq) COACHI G AQUATI BSNSPORTS” ‘bL BASKETBALL mes VOLLEYBALL wm SOCCER BASEBALL LACROSSE TENNIS SOFTBALL TRACKAPEL STRENGTH FITNESS WRESTLING SPORTS MED SPEED AGILITY SCOREBLAROS BENHESLEAIER) COACHING AQUATICS. a a)

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