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UNIVERSITY OF GEORGIA FOOTBALL GAME AGREEMENT (WESTERN KENTUCKY UNIVERSITY) ‘This University of Georgia Football Game Agreement (Western Kentucky University)(hereinafter referred to as the “Agreement”) is entered into effective as of the 7th day of June, 2019 by and between University of Georgia Athletic Association, Inc., a not-for-profit Georgia corporation (“UGAA”), and ‘Western Kentucky University (“Visiting Institution”). (UGAA and Visiting Institution are sometimes hereinafter collectively referred to as the “Patties” and individually as @ “Party”.) In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 1, Game. The varsity football teams representing Visiting Institution and the University of Georgia shall meet and play an intercollegiate regular season football game on the University of Georgia campus at Sanford Stadium in Athens, Georgia (the “Stadium”) on September 12, 2026 (the “Game”) in accordance with the terms and conditions of this Agreement. UGAA shall determine the time at which the Game shall begin and shall notify Visiting Institution. ‘The Parties agree to have their respective football teams present themselves at the Stadium in condition to play at least thirty (30) minutes before the time as to which UGAA notifies Visiting Institution that the Game shall begin. The University of Georgia shall be deemed the home team for the Game, while Visiting Institution shall be the visiting team, UGAA shall be responsible for managing the Game. 2. NCAA Rules; Eligibility: Membership Classification. The Game shall be governed by the rules of the National Collegiate Athletic Association (“NCAA”) in effect at the time of the Game. The eligibility of each team member to participate in the Game shall be governed by the rules and regulations of the NCAA, the ‘team member's institution, and the rules of the athletic conference, if any, of which such institution is a member. Visiting Institution represents and warrants that it is a member of the NCAA Division I Football Bowl Subdivision (“FBS”), 3. Financial. Visiting Institution shall be responsible for: (a) its expenses in: (1) traveling to and from and Jodging at the site of the Game; and (2) participating in the Game; end (6) paying UGAA for the Visiting Institution Tickets (as hereinafter defined) in accordance with Section 4 of this Agreement. UGAA agrees to pay to Visiting Institution the fixed sum of One Million Nine Hundred ‘Thousand Dollars ($1,900,000.00) for the participation by Visiting Institution in the Game in accordance with the terms and conditions of this Agreement (the “Guaranteed Payment”), which shall be paid by UGAA to Visiting Institution by or before the January 30" immediately following the Game. As between UGAA and Visiting Institution, UGAA shall retain all revenues derived or generated from the Game, including but not limited to those ftom ticket sales to the Game as well as revenues from concessions, merchandise, and parking generated from the Game. Except for the Guaranteed Payment as specifically provided in this Section 3 and the Complimentary Tickets (as hereinafter defined) as expressly set forth in this Agreement, no other compensation or consideration shall be payable or provided to the Visiting Institution for its participation in the Game. For avoidanice of doubt, no Guaranteed Payment shall be owed by UGAA in the event of the occurrence of any of the following: (i occurrence of a force majeure event as set forth in Exhibit “A”; (ji) occurrence of a Liquidated Damages Event (as hereinafter defined); or (ii) termination of this Agreement on account of a Membership Classification Change (as hereinafter defined). 4, Tickets, a. Ticket Sales; Ticket Prices. Except for the Visiting Institution Tickets and Complimentary ‘Tickets, UGAA shall be solely responsible for the sale and distribution of al tickets to the Game. UGAA shell set all ticket prices for the Game, including without limitation ticket prices for the Visiting Institution Tickets, ‘The seat location for the Visiting Institution Tickets and Complimentary ‘Tickets shall be determined by UGAA in the exercise of its sole discretion, b. Visiting Institution Tickets. Visiting Institution shall receive One Thousand (1,000) tickets for the Game to sell at the ticket prices established by UGAA (such tickets provided by UGAA for sale by Visiting Institution ate collectively referred to as the “Visiting Institution Tickets”). All unsold Visiting Institution Tickets must be returned by Visiting Institution to UGAA no later than July 12, 2026, Visiting Institution shell make payment to UGAA for all those Visiting Institution Tickets sold by Visiting Institution as well as all Visiting Institution Tickets not timely returned to UGAA by July 12, 2026 as set forth in this subsection. Payment for all such Visiting Institution Tickets must be made by Visiting Institution to UGAA within sixty (60) days after conclusion of the Game. ¢. Complimentary Tickets. Visiting Institution shall receive Five Hundred (500) complimentary tickets for the Game for which the Visiting Institution shall have no payment obligation to UGAA (the “Complimentary Tickets”). Visiting Institution agrees, as a condition of its receipt of such Complimentary Tickets, that it shall not resell any of such Complimentary Tickets. For avoidance of doubt, the Complimentary Tickets are separate from and are not included within the Visiting Institution Tickets. d, Team Bench Area Passes. Visiting Institution shall be allotted 2 maximum of sixty (60) passes, at no charge, for access to the team bench area on Visiting Institution's sideline for use by players, coaches, trainers, and working personnel only. The number of such passes shall be subject to adjustment to comply with any NCAA and/or Southeastern Conference (“SEC”) rules and regulations applicable at the time of the Game Such team bench area passes will be restricted to the Visiting Institution area (between the twenty-five yard lines) on Visiting Institution’s sideline of the field at the Stadium and as otherwise may be specified by NCAA and/or SEC rules and regulations. Such passes shall be worn by all personnel with the exception of varsity players in full uniform. ¢. Cheerleaders and Mascots. The cheerleaders and mascots of the University of Georgia and Visiting Institution shall be admitted free of charge to the Game when in uniform, provided that Visiting Institution shall notify UGAA in writing, which shall be received by UGAA no later than eight (8) days prior to the Game, of the number and names of Visiting Institution’s cheerleaders and mascot(s) who will be attending ‘the Game, 5, Officials. Officials for the Game shall be paid for by UGAA and shall be appointed and assigned by the AC, 6. Radio and Other Audio-Only Distribution Rights, All radio distribution rights and other rights to create and distribute an audio-only account of the Game by means of any wired or wireless device using any means or method of distribution, whether now existing or hereafter developed, shall be the sole and exclusive property of the University of Georgia and UGAA, except that UGAA grants a limited, non-exclusive license (with no right of sublicense) to Visiting Institution to create and distribute its own live audio-only account of the Game, but only for distribution by means of: (a) the established network of terrestrial radio stations maintained 2 by Visiting Institution for the entire season in which the Game is to be played; and (b) the official athleties Internet web site of Visiting Institution. ‘The receipts from such permitted audio broadcasts by Visiting Institution shall belong to Visiting Institution, UGAA agrees to provide, at no charge, reasonable space in the Stadium for the radio personnel and equipment for Visiting Institution’s radio broadcast of its account of the Game, Such space shall be of a size and in a location consistent with that customarily provided by UGAA to visiting teams. Visiting Institution shall be responsible for all ofits equipment and expenses in connection with such audio broadcast of the Game. Except for the foregoing limited, non-exclusive license granted by UGAA to Visiting Institution to create and distribute such audio broadcast as specifically set forth in the first sentence of this Section 6, all other rights, privileges, and receipts from such audio accounts of the Game, including without limitation by means of satellite, terrestrial or Internet radio or audiostreaming by means of the Internet through any web site whatsoever, shall be reserved by and shall be the sole and exclusive property of the University of Georgia and UGAA. 7. All Other Visual and Audiovisual Distribution Rights. a. The television, pay per vie iting Institution acknowledges and agrees that the SEC and UGAA own and retain all satellite, able, Internet, and other rights to tape, broadcast, rebroadcast, and otherwise distribute, license, exhibit, sublicense, televise, transmit, or retransmit (collectively referred to herein as “Broadcast,” with each person or entity effecting or facilitating the Broadcast being referred to as a “Broadcaster”) the Game and any and all portions of the Game (including without limitation media interviews and pre and post-Game material and events), in whole or in part, live or delayed, throughout the universe by any and all means, uses, and media now known or hereafter developed (including without limitation via local, regional, or national cablecast, satelite or over-the-air transmission, and including by video or audio streaming, ‘or other transmittal of actual events or portions or summaries thereof via the Internet)(collectively referred to herein as the “Broadcast Rights”). If and to the extent Visiting Institution has or will have any such Broadcast ‘Rights, Visiting Institution irrevocably assigns, conveys, and transfers all such rights (including full ownership of all copyrights) to UGAA in perpetuity, and UGAA accepts such assignment, conveyance, and transfer. (As used herein, the term “Internet” means a global information network consisting of interconnected, but independent, computers including but not limited to, the World Wide Web.) Visiting Institution represents and warrants that it is able to participate in a game to be Broadcast. b. Notwithstanding the foregoing, Visiting Institution shall have the right to produce films and/or videotape of the Game for internal use by Visiting Institution's football coaches and student-athletes and for evaluation by professional personnel only and for no other purpose. In addition, subject to the time frame restrictions in the SEC’s television agreements and subject to UGAA otherwise advising Visiting Institution of different usage rights, Visiting Institution shall be granted a limited, non-exclusive license (with no right of sublicense) to use: (1) up to eight (8) minutes of footage originating from the live telecast of the Game as part of a weekly coaches? show; and (2) up to two (2) minutes of footage originating from the live telecast of the Game for use on the Visiting Institution's official athletics web site, but only after the Game has concluded. Visiting Institution may not use such footage of the Game in any other manner and specifically agrees not to license, transfer or otherwise permit the use of such footage. ¢. The Visiting Institution hereby grants to UGAA and to each Broadcaster a limited, non-exclusive license to use the trademarks and logos of the Visiting Institution and the Game-telated names and likenesses of the Visiting Institution’s individual Game players, participants, and coaches to promote, publicize, and Broadcast the Game by exercising the Broadcast Rights, the participating teams and institutions by means of any and all media and distribution channels, whether now existing or hereafter developed, provided that such trademarks, logos, names, and likenesses must not be used by UGA or by any Broadcaster as an endorsement 3 of any product or service or in connection with any political cause or candidate, or in any manner prohibited by applicable NCAA rules and regulations. Visiting Institution represents and warrants that it has obtained or will obtain prior to the Game the right to use the Game-related names and likenesses of the individual Game players, participants and coaches for the purposes set forth in this Section 7, d. All credentials for media coverage of the Game shall be issued by UGAA in its sole discretion and shall be further subject to those rules, regulations, terms and conditions established by the NCAA, SEC and/or UGAA. 8. Reservation of Rights by UGAA. Only those rights expressly licensed by UGAA in Sections 6 and 7 above shall be deemed licensed by UGAA and UGAA expressly reserves all other rights. 9, Venue Marketing and Other Rights. As between Visiting Institution and UGAA, all Game program, concession, merchandise sales, other in-venue marketing rights, and venue parking rights shall be the property of UGAA, which shall have the sole right to all revenue arising from such rights. The Visiting Institution hereby grants to UGAA a limited, non-exclusive license to use and to sublicense use of the trademarks and logos of the Visiting Institution and, if necessary, the Game-related names and likenesses of the Visiting Institution's individual student-athletes participating in the Game, participants, and coaches to promote and publicize the Game (including without limitation in the Game Broadcast itself), the participating teams and institutions, and for inclusion in the Game program to be created by UGAA and/or its licensee and to be vended by UGAA and/or its licensee, provided that such trademarks, logos, names, and likenesses must not be used as an endorsement of any product or service or in connection with any political cause or candidate, or in any ‘manner prohibited by applicable NCAA rules and regulations. Visiting Institution represents and warrants to UGAA and any licensee that Visiting Institution has obtained or will obtain prior to the Game the right to license the use of the Game-related names and likenesses of the individual student-athletes participating in the Game, participants and coaches for the purposes set forth in this Seetion 9. 10, Liquidated Damages. Unless cancellation of the Game is by mutual consent of the Parties which is in vsiting and signed on the same document by authotized representatives of both Parties, is due to an event of force majeure as set forth in Section 2 of the Standard Terms and Conditions (attached hereto as Exhibit “A”) or results from a termination of this Agreement on account of a Membership Classification Change as set forth in Section 11 immediately below, in the event that the Game is not played because either of the following should ‘occur: (a) a Party advises the other Party that it wishes to cance! the Game as scheduled or that it cannot participate in the Game under the terms and conditions hereof; or (b) a Party fails to participate in the Game and therefore fails to perform its obligations under Section 1 above of this Agreement (either such event in (a) or (b) being referred to as a “Liquidated Damages Event”), the non-defaulting Party shall have the right to notify the defaulting Party of such default of its obligations under Section 1 of this Agreement and to terminate this, ‘Agreement. In such event, the defaulting Party shall pay to the non-defaulting Party the amount of One Million Nine Hundred Thousand Dollars ($1,900,000.00) as liquidated damages (theLiquidated Damages”) and this ‘Agreement shall immediately terminate, ‘The Parties have bargained for and agreed to this liquidated damages provision giving consideration to the fact that the unilateral cancellation or failure to appear and participate in the Game by one Party will cause the other Party to lose revenue and incur other consequential damages. ‘The Parties acknowledge and agree that the damages caused by such Liquidated Damages Event are impossible or very difficult to calculate with certainty as of the effective date of this Agreement, that they intend to provide for damages in the event of such unilateral cancellation of the Game or failure to appear and patticipate in the Game and that the Liguidated Damages constitute a reasonable preestimate of the probable loss that would result from such event, ‘The Parties further intend that the Liquidated Damages constitute compensation for the non-defaulting Party’s inability to further rely on the benefits of this Agreement and do not constitute a penalty. 4 ‘The defaulting Party shall pay the Liquidated Damages to the non-defaulting Party within ten (10) days of receipt by the defaulting Party of written notice from the non-defaulting Party for payment of such Liquidated Damages. The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement. For clarity, neither Party shall be obligated to pay Liquidated Damages in the event that this Agreement is, terminated due to an event of force majeure or on account of a Membership Classification Change, Payment by the defaulting Party of the Liquidated Damages is the non-defaulting Party’s exclusive remedy for occurrence of the Liquidated Damages Event. 11, Change in Membership Classification, Should Visiting Institution, at any time following signature of this Agreement, change its NCAA football membership classification so that itis no longer a member of the FBS (a “Membership Classification Change”), Visiting Institution shall immediately notify UGAA in writing, Within one hundred twenty (120) days of its receipt of such notification, UGAA shall have the right to terminate this Agreement on account of such Membership Classification Change by written notice to Visiting Institution. Should UGAA elect to terminate this Agreement on account of such Membership Classification Change, neither Party shall have any further obligation to the other and specifically UGAA shall have no further obligation to Visiting Institution, including without limitation any obligation to make payment to Visiting Institution of either the Guaranteed Payment or Liquidated Damages. By way of illustration but not limitation, if Visiting Institution is a member of the FBS when this Agreement is signed, but subsequently becomes a member of the Footbal! Championship Subdivision, the terms of this Section 11 shall apply and UGAA shall have the right to terminate this Agreement without further obligation to Visiting Institution, including without imitation having no obligation to make payment to Visiting Institution of either the Guaranteed Payment or Liquidated Damages. 12. Notices. All notices requited hereunder must be given in writing either by hand delivery or air-express courier or United States mail by certified mail, return receipt requested, to the addresses set forth below or to such other address as is later designated in writing by the appropriate Party in accordance with the provisions of this Section, Such notice shall be deemed given when actually received or when attempted to be delivered to the proper address by all methods provided herein and such delivery is unsuccessful ADDRESS FOR NOTICES FOR UGAA: ADDRESS FOR NOTICES FOR VISITING INSTITUTION: University of Georgia Athletic Association, Inc. Westen Kentucky University Butts-Mehre Heritage Hall Department of Athletios 1 Selig Circle EA. Diddle Arena Athens, Georgia 30603 1605 Avenue of Champions Attention: Director of Athletics Bowling Green, Kentucky 42101-6412 Attention: Director of Athletics 13. Standard Terms and Conditions. This Agreement is subject to the Standard Terms and Conditions attached hereto as Exhibit “A”, which ate incorporated herein by this reference. The terms and conditions of this Agreement set forth hereinabove and the Standard Terms and Conditions attached hereto as Exhibit “A” shall collectively be referred to herein as the “Agreement”. Notwithstanding the foregoing, references to particular scotions of the Agreement refer to Sections | through 13 of the portions of the Agreement preceding the signetures and references to particular sections of the Standard Terms and Conditions shall refer to those particular enumerated sections of the Standard Terms and Conditions attached hereto as Exhibit “A”. If any provision set forth above conflicts (or is consttued to conflict) with any provision of the Standard Terms and Conditions, the provisions set forth above shall control. [Signatures begin on next page] 5 WHEREFORE, the Patties have caused their duly authorized representatives to sign this Agreement on behalf of each respective entity. UNIVERSITY OF GEORGIA ATHLETIC ASSOCIATION, INC. we Apptoved by: Chairperson of the Board of Directors University Director of Athletics onc ofsiemtun DO SY Date of Signature: 6-20-14 ‘VISITING INSTITUTION WEST] KENTUCKY UNIVERSITY ay: (aah Name: Todd Stewart : Director of Athletics Date of Signature: §=(3- 19 Ve Exhibit “A” ‘Standard Terms and Conditions 1. Default and Termination. This Section 1 of these Standard Terms and Conditions specifically does not apply to 4 Liquidated Damages Event (which is provided for in Section 10 of the Agreement) or to a Membership Classification ‘Change (which is provided for in Section 11 of the Agreement). ‘8. Event of Default. A default shall occur under this Agreement upon the occurrence of any ofthe following events (any such event being hereinafter referred to as an “Event of Default”) (1) breach by either Party of any ofits material obligations, including but not limited to breach of either Party's covenants, representations or warranties made, under this Agreement (except that a breach by either Party of its respective obligations in Section I of the Agreement shall bbe governed by Section 10 of the Agreement if a Liquidated Damages Event has occurred and by Section 11 ofthe Agreement if a Membership Classification Change has occurred); or (2) either Party applies for or consents to the appointment of or taking possession by a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of, its property, makes a general assignment for the benefit of creditors, commences a voluntary case under the United States Bankraptcy Code (as now or hereinafter in effec), or fails to contest in a timely or appropriate manner or acquiesces in writing to any petition filed against it in an involuntary case under the United States Bankruptcy Code or any application for the appointment ofa receiver, custodian, trustee or liquidation of itself or of all or a substantial pat ofits property, oF its liquidation, reorganization or dissolution ‘Notice of Termination, Should an Event of Default occur more than one (1) year prior tothe scheduled date of the Game, the non-defaulting Party wishing to terminate this Agreement must give weitten notice to the defaulting Party specifying the Event of Default and notifying that the defaulting Party shall have thirty (30) days from the date such ‘written notice is received by the defaulting Party within which to cure the Event of Default. Should the Event of Default ‘occur within one (1) year ofthe scheduled date of the Game or subsequent to the Game, the non-defaulting Party wishing to terminate this Agreement must give written notice to the defaulting Party specifying the Event of Default and notifying ‘that the defaulting Party shall have five (5) business days from the date such written notice is reveived by the defaulting Patty within which to cure the Event of Default. Should such Event of Default not be cured within the aforesaid time periods, the non-defaulting Party wishing to terminate this Agreement must notify the defaulting Party thet the non- defaulting Party has elected to terminate the Agreement without further notice, Such termination by virtue of an uncured Event of Default shall not relieve either Party of its financial obligations tothe other Party under this Agreement, ‘including without limitation damages arising from the particular Event of Default Force Majeure, In the event of an act of God, inevitable accident, fie, lockout, national day of mourning, or because of any other reason beyond the control of one of the Parties that is generally regarded as “force majeure”, which ‘makes impossible or impractical the playing of the Game in its entirety or which prevents the participation of at least one of the Parties in the Game, then: (a) the Parties will exercise their commercially reasonable efforts to attempt to reschedule the affected Game on e mutually convenient date during the season in which the affected Game was scheduled to be played; and (b) if the Parties do not agree to reschedule the affected Game during the season in which it was to be played, then the Parties shall be relieved of their respective obligations under this Agreement with respect to the Game affected by such force majeure event. For avoidance of doubt, in the event that the Game is not played on account of a force majeure event and the Parties do not agree upon rescheduling, UGAA shall have no obligation to make the Gusranteed Payment to Visiting Institution, neither Party shall have the obligation to pay Liquidated Damages, and each Party shall be responsi for its own expenses incurred in preparation for, travel to, and lodging atthe site ofthe Game, ‘Notwithstanding the foregoing or any other term or condition of this Agreement, none ofthe following shall constitute an event of force majeure: the imposition ofa sanction by the NCAA (including without limitation prohibiting participation ina televised game) or by either Party’s athletic conference; any self-imposed measure by a Party which affects such Party's ability to participate in the Game; or the discontinuation of either Party's football program. Instead, occurrence of any of these events specified in the immediately preceding sentence that prevents such Party from participating inthe ‘Game under the terms and conditions of this Agreement shall constitute @ Liquidated Damages Event. 3. Insurance. The Visiting Institution shall maintain general commercial, automotive, and uinbrella lability insurance in connection with the Game asset forth inthis Section 3 on an occurrence basis. If any insurance coverage is not on an occurrence basis, the obligation of Visiting Institution to secure and maintain such insurance coverage shall survive the expiration and/or termination ofthis Agreement and Visiting Institution shall maintain such insurance coverage through and including expiration of all applicable statutes of limitations. a. The Visiting Institution (tothe extent permitted by applicable law) shall maintain general commercial liability, automotive liability, and umbrella coverage in the amount of not less than One Million Dollars ($1,000,000) per ‘occurrence for bodily injury and property damage. All such insurance shall be primary and non-contributory. Such insurance shall contain coverage for tor liability of others assumed in this Agreement, a contractual liability endorsement, independent contractor's liability endorsement, and shall include broad form property damage. Such coverage shall be endorsed to inclide UGAA, the University of Georgia, and the Board of Regents of the University System of Georgia and cach of their respective affiliates, trustees, officers, directors, employees, representatives and agents as additional insureds. These coverages shall be in effect while covered Visiting Institution personnel are traveling, to and from and while in the Athens, Georgia area for the Game, ‘The insurance provided by the Visiting Institution under this Section shall protect UGA, the University of Georgia, and the Board of Regents of the University System of Georgia and each of their respective affiliates, trustees, offices, directors, employees, representatives, and agents on a primary basis from claims arising out of or in connection with the acts and/or omissions of the Visiting Institution. The Visiting Institution ‘ill maintain, at its own cost and expense, adequate worker's compensation insurance in an amount not les than is required by applicable law covering all persons employed by the Visiting Institution. The carrier for all insurance required in this Section shall be at least an “A-” rated carrier as provided by Best's Key Rating Guide. Upon request, the Visiting Institution shall submit to UGAA a certificate of insurance evidencing the required coverage no later than ten (10) days prior to the Game Any seif“insured exposure shall be deemed to be an insured risk under this Agreement. The beneficiaries of such insurance shall be afforded no less insurance protection as if such self-insured portion was fully insured by an insurance company of the quality and caliber required hereunder (including, without limitation, the protection ofa legal defense by attorneys reasonably acceptable to the beneficiaries, and the payment of claims within the same time period that a third party insurance carrier of the quality and caliber otherwise required hereunder would have paid such claims). ‘The existence of self-insurance as permitted hereunder does not abrogate the Visiting Insttution’s responsibility for any of its requirements or obligations set forth in this Section including but not limited to those pertaining to additional insureds and proof of coverage. Waiver of subrogation applicable hereunder shall be applicable to any self-insured exposure. Any and all deductibles and/or self-insured retentions in the above described insurance policies shall be assumed by, for the account of the Visiting Institution and at its sole risk and expense. All such insurance shall be ary and non-contributory. Upon request, the Visiting Instittion shall provide UGAA with reasonable proof of such insurance meeting the above criteria and in form and substance reasonably satisfactory to UGAA. ‘othe extent permitted by law, Visiting Institution agrees to indemnify, defend, and hold harmless UGAA, the University of Georgia, and the Board of Regents of the University System of Georgia, and each of their respective afiliates, trustees, officers, directors, employees, representatives end agents (collectively, the “UGA Indemnified Parties”) from any loss, damage, liability, obligation, claim, demand, recovery, settlement, fine, penalty or expense (including ressonable attorneys’ fees) in any action or proceeding or the settlement of any claim atising from any of the following: (a) any breach by Visiting Institution of its obligations under this Agreement; (b) any breach by Visiting ofits obligations under any contract with a third party; (¢) a claim thatthe rights licensed by Visiting n or other materials hereunder inftinge upon or violate any patent, copyright, trademark, trade secret, or right of| privacy, right of publicity or other right of any other person or entity; and/or (d) any act or omission by Visiting Institution, coaches, student-athletes, or other representatives of Visiting Institution in connection with its travel to and/or participation in the Game, Such indemnity provision shall not apply to the extent that such loss, damage, liability, obligation, claim, demand, recovery, settlement, fine, penalty or expense is caused solely by the negligence or intentional ‘misconduct of any of the UGAA Indemnified Parties. The terms of this Section shall survive the expiration or termination of this Agreement and/or completion of the Game. Upon learning of any such claims, actions or other proceedings which are or may be subject to this indemnity, the indemnitee learning of such information shall notify the indemnitor and the 8 indemnitor shall defend the indemnitee in such matters and shall conduct any settlement negotiations, on behalf of the indemnitee atthe sole cost and expense of the indemnitor; provided, however, thatthe indemnitee may elect to participate in the defense and any settlement negotiations through legal counsel of indemnitee’s own choosing, all atthe expense of the indemnitor. 5. General, 4. NoAssignment; Entice Agreement. Neither the rights nor the obligations under this Agreement may be assigned, in whole or in part, by either Party and any attempted assignment shall be null and void and of no effect ‘whatsoever, This Agreement contains the entire understanding of UGAA and Visiting Institution with respect to the Game and supersedes any prior and contemporaneous written and oral agreements, representations, and understandings relating to the subject matter ofthis Agreement. No modifications, alterations, amendments, or waivers of any provision ‘of this Agreement shall be binding unless such modification, alteration, amendment, or waiver isin waiting and signed by the Party against whom enforcement is sought. '. Effectiveness: Counterparts. This Agreement shall only be effective as to Visiting Institution upon signature by the Director of Athletics or other authorized representative of Visiting Institution and es to UGAA upon signature by all authorized representatives for whom there isa signature line onthe signature page of this Agreement. For avoidance of doubt, signature by fewer than all listed signatories of UGAA on the signature page of this Agreement shall not constitute the binding agreement of UGAA. This Agreement may be executed in counterparts, each of which shall be {deemed an original hereof, but all of which shall constitute one and the same agreement. This Agreement may be executed via delivery ofa facsimile transmission or other commonly used electronic means (eg, via a PDF attachment) in counterparts, each of which shall be deemed an original and all of which taken together shall represent one and the same Agreement, Each individual signing this Agreement is authorized to sign on behalf ofthe respective Party. ©. Relationship of the Parties. Nothing herein contained shall create a relationship between the Parties hereto 0s joint venturers,pariners or principal and agent. As to ezch other, each Party hereto shall be an independent contractor and neither Party hereto shall have the authority to represent or obliga the other in any way orto any extent ‘whatsoever, 4. Governing Law; Agreement Subject to Al Parties acknowledge and agree that this Agreement was mado and entered into inthe State of Georgia and that this ‘Agreement shall be governed by, enforced, construed, and performed in accordance with the laws of the State of Georgia ‘without regard to principles of conflicts of law. This Agreement and each Party's rights and obligations hereunder shall be specifically made further subject to all federal, state, and local laws, ordinances, orders, rules, and regulations and agreements applicable to this Agreement and to the performance of their respective obligations under this Agreement, including but not limited to all legislation, interpretations, policies, rules, regulations, by-laws, and agreements of the NCAA and/or the SEC, now or hereafter existing and as may be adopted, amended and/or entered into from time-to-time, “which are applicable to or binding upon UGAA or the University of Georgia, and the Parties expressly agree to perform in accordance withthe foregoing. ©, Exclusive Jurisdiction. The Parties agree that any judicial action in connection with this Agreement (including without limitation for any equitable relief to prevent irreparable harm) shall lie exclusively inthe state or federal cours situated in Athens-Clarke County, Georgia, Visiting Institution acknowledges that it possesses the requisite ‘minimum contacts with the State of Georgia sufticient to establish jurisdiction over it in State and Federal Courts in Georgia, Accordingly, Visiting Institution accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court and irrevocably agrees to be bound by any judgment rendered thereby in connestion with this Agreement and/or the secking of equitable relief. Visiting Institution further agrees that it irrevocably waives any objection it may now have or hereafter have as to the jurisdiction or venue of such suit, action or proceeding brought in such court or that such court isan inconvenient forura. Visiting Institution consents to service of process by certified or registered mail, return receipt requested, at its address set forth in Section 12 of this Agreement for notices and expressly ‘waives the benefit of any contrary provision of law. £. Construction of Agreement. Each Party acknowledges that it has pastcipated in the negotiation of this Agreement and that no provision of this Agreement shall be construed against or interpreted to the disadvantage of any Party hereto by any cout or other governmental or judicial authority by reason of such Party having or deemed to have structured, dicated or drafted such provision. Section headings use in this Agreement are for convenience of reference only and shall not affect the interpretation of any provision of this Agreement. '& Severability. The determination that any provision of this Agreement is invalid or unenforceable shall not invalidate this Agreement, all of such provisions being inserted conditionally upon their boing considered legally valid, and this Agreement shall be construed and performed in all respects as if such invalid or unenforceable provision(s) were omitted. ‘h. Survival of Provisions. Those covenants, acknowledgments, representations, agreements, and obligations contained in Sections 2, 3, 4, 6-8, and 10-13 of the Agreement which precede the Parties’ signatures, together with these Standard Terms and Conditions, shall survive the expiration or earlier termination of this Agreement and/or completion of the Game. ‘Time of Essence; No Waiver of Rights and Breaches. The Parties agree that time is of the essence in performing cilgations ‘under this Agreement. No failure or delay on the part of any Party in the exercise of any right given to such Party hereunder shall constitute @ waiver thereof, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other tight. ‘The waiver by a Party of any default ofthe other Party hhereunder shall not be deemed to be @ waiver of any such subsequent default or other default ofthe other Party. j. Section References. All defined terms in these Standard Terms and Conditions shall have the same ‘meanings given in the Agreement. All references to particular sections of the Agreement refer to Sections | through 13 of the portions of the Agreement preceding the signatures and all references (o particular sections of the Standard ‘Terms and Conditions shall refer to those particular enumerated sections of these Standard Terms and Conditions. 10

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