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FIRST AMENDMENT TO FOOTBALL GAME CONTRACT This First Amendment is made on May ! 3, 2021 between the University of Oregon (Oregon) and North Dakota State University (hereinafter referred to as “NDSU"), WHEREAS, the Parties entered into Football Game Contract signed by NOSU on August 12, 2015 and by Oregon on August 19, 2015, (the “Underlying Agreement”); and WHEREAS, the Parties wish to amend portions of the Underlying Agreement. NOWTHERFORE, the parties agree to modify the Underlying Agreement as follows: 1, Section 1 of the Underiying Agreement shall be deleted and replaced as follows: 1, Scheduled Games ‘Oregon and NDSU hereby schedule one or more intercollegiate varsity football games as follows: Date Place Time HomeTeam — VisitingTeam | September 2, 2028 Eugene, OR TBA Oregon North Dakota St. 2. Section 2 of the Underlying Agreement shall be deleted and replaced as follows: 2 Compensation, Oregon shall compensate NDSU as follows: HOME TEAM TO VISITING TEAM ty Five Thousand Dollars ($675,000)_ DATE OF GAME ‘AMOUNT PAID. September 2, 2028 _| Six Hundred Se! Settlement by Oregon will be made within _120 days following the game. Except as set forth in this Agreement, no compensation shall be due from one party to the other. 3, Section 11 of the Underlying Agreement shall be deleted and replaced as follows: 11, Force Majeure. (A) Cancellation. A game shall be canceled if it becomes impossible, impracticable, or prohibited to travel to and/or play the game by reason of bad weather; alr quality; an unforeseen catastrophe or disaster such as fire, flood, earthquake, terrorist act, pandemic, epidemic, Including conditions caused by the COVID-19 pandemic, government or institutional travel bans or quarantines or diseases, or act of political sabotage, war, or confiscation; any order, restriction, uideline of government, military or public authority; any prohibitary or injunctive order of any competent Judicial or other governmental authority, civil or military. In such case, neither Party shall be responsible to the other for any loss or damage. The Party invoking this paragraph will notify the other Party of the decision to cancel a game as soon as reasonably possible, and the Host and Visiting Teams shall then consult and determine whether itis Impossible, impracticable, ‘or prohibited to play the game pursuant to state, local, NCAA, conference and university policies or directives. Cancellation of a game under this Paragraph shall not be deemed a breach, default, ‘or termination of this Agreement under Paragraph 13 of this Agreement, Except as agreed by the Parties, no such cancellation shall affect the Parties’ obligations regarding subsequent games under this Agreement. Should a contest be cancelled pursuant to this Paragraph, the parties shall proceed in good faith to discuss rescheduling the contest at a date and time mutually agreed upon by both partes. (8) NCAA Sanctions. The imposition of sanctions on either Party by the NCAA or its member athletic conferences or institutions does not constitute an “impossible, impracticable, or prohibited” circumstance or condition under Paragraph 11 and does not relieve the sanctioned Party of ts obligations, Including financial obligations, under this Agreement. 4, Section 13 of the Underlying Agreement shall be deleted and replaced as follows: 13, Termination, Breach, and Damages. (A) This Agreement may be terminated under the following conditions: i, By mutual written consent of both parties signed by an authorized individual. ji, Pursuant to NCAA Bylaws 18,7.2..1 and 20.9.7.2.4 If NDSU at any point in time prior to September 2, 2028 falls to maintain an average of 90 percent of the permissible maximum number of grants-in-aid per year In football over a rolling two-year period, then NDSU shall be considered in breach of this contract and subject to Damages as noted in (B) below. (8) feither party breaches this Contract or terminates this Contract for other than a reason set forth in Section 13. A (i) above, that party shall pay to the other party no later than 90 days. after the date of the breach the sum of One Million Dollars ($1,000,000), Oregon and NDSU have bargained for and agreed to the foregoing liquidated damages provisions, giving consideration to the fact that breach of this Agreement will cause the other party to suffer ‘damages in the form of the loss of income and other economic and non-economic benefits, which damages are extremely difficult to determine fairly, adequately, or with certainty. The parties further agree that the payment of such liquidated damages by shall constitute sufficient, A adequate and reasonable compensation for any loss, damages or injury suffered as a result of the breach. The foregoing shall not be and shall not be construed to be, a penalty. 5, Section 15 of the Underlying Agreement shall be deleted and replaced as follows: 15, Grants-in-aid Certification, NDSU hereby certifies that it currently, as of the date of its signature below, meets the requirements of NCAA Bylaws 18.7.2.1.1 and 20,9,7.2.4 which specifies that it has averaged 90, percent of the permissible maximum number of grants-in-aid per year in football over a rolling ‘two-year period. NDSU also agrees that ifat any point prior to September 2, 2028 pursuant to NCAA Bylaws, 18,7.2.1.1 and 20.9,7.2.1, NOSU fails to maintain an average of 90 percent of the permissible maximum number of grants-in-aid per year in football over a rolling two-year period, NDSU will be considered in breach of this contract and shall notify the University of Oregon in writing of this fact within five (5) business days of its first knowledge of this breach, NDSU shall be subject to Damages as specified in 13(8) as noted above. 6, Except as expressly provided herein, the Underlying Agreement shall remain in full force and effect without any modification, amendment or change. In the event there is a conflict between this Addendum and the Agreement, the terms and provisions of this ‘Addendum shall preva MV _Lliellr— Matt Larsen Rob Mullens UNIVERSITY OF OREGON DEPARTMENT OF INTERCOLLEGIATE ATHLETICS FOOTBALL GAME CONTRACT ‘This Football Game Contract (Contract or Agreement) is entered into as ofthe date ofthe last signature below by and between the University of Oregon (Oregon ar Host institutlon) and North Dakota State Univers {Opponent or Visiting Team). RECITAL The parties desire to schedule and play one or more intercollegiate varsity football games as set forth and on the terms and conditions described In this Agreement. TERMS AND CONDITIONS 1. Scheduled Games, ‘Oregon and Opponent hereby schedule one or more intercollegiate varsity football games as follows: DATE TOCATION HOME TEAM | VISITING TEAM, September 5, 2020 | Eugene, Oregon ‘Oregon North Dakota State University The date of a game may be changed Ifthe parties agree in writing, The location of a game may be changed If the parties agree In writing. 2, Compensation. ‘The Home Team shall compensate the Visiting Team as follows: DATE OF GAME "AMOUNT PAID BY HOME TEAM TO VISITING TEAM ‘September 5,2020 | Six Hundred Fifty Thousand Dollars ($650,000) Settlement by the Home Team will be made within _120__ days following each game. Except as set forth in this Agreement, no compensation shall be due from one party to the other, 3. Bales. Each game shall be governed by the rules of the National Collegiate Athletic Association ("NCAA") In effect at the time of the game, ‘The officals for the game willbe assigned as follows: DATE OF GAME | ASSIGNMENT OF OFFICIALS September 5, 2020 _| Officials for the game are assigned by the conference of the Home team, i 5. Tickets, (A) Tleket prices for each game shall be determined by the Home Team, (8) _Areasonable number of complementary tickets, media passes, or other passes shall be Issued by the Home Team to members of the news media, officials, and to others whose work benefits both partles to this, Agreement. A record shal be kept showing the reciplent of each ticket or pass provided under thls paragraph and shall be provided to the Visiting Team upon request, (C)__ The Home Team shall provide the Visiting Team with ,S00_ complimentary tickets for distribution to players, coaching staff, and others not described in Paragraph (B). (0) The Home Team shal admit the cheerleaders and mascots for the Visiting Team without charge if they are In uniform, Admissions provided under thls Paragraph are not Included in any complementary ticket, allowance, (E) requested, the Vislting Team shall be allotted 3,000 _ tlekets for sale by Its official ticket outlet, This allotment will include any seating required by the Visiting Team band. A request by the Visiting Team for Its hand (no mote than 200) to perform shall be made nc later than July 1 of the year in which the game will be played. The visiting tear band will perform under the rules and regulations of the home team, Unsold tickets shall be returned to the Home Team no later than: two (2) weeks before the game, (F) The Visiting Tear shall be allowed _TBO sideline passes at no charge, These shall be In addition to complementary tickets and other passes and are for use by coaches, tralners, and working personnel only. 6. Goncesstons, Parking, and Other Income, ‘The Home Team shall have the exclusive right to sell programs and operate concessions and parking, All money derived from these and other similar activities shall be the sole property of the Home Tearn. Arrival of Teams, ‘The Home Team and Visiting Team shall present themselves at the site of the game at least __18_ hours before the scheduled starting time of a game. On the day of the game, each team shall be present at the site of the game at least two hours before the start time, 8. io and other Br jedia, including the Internet, ‘The Visiting institution shall be provided space for one radlo broadcast outlet for the non-exclusive regional terrestrial radio broadcast by the Visiting Institutlon’s flagship station and additional terrestrial distribution on the Visiting Institution's regional network of terrestrial radio stations. The Host institution shall have unfettered regional terrestrial, national terrestrial and satelite radio rights, and any other audio distribution method now know, exlsting or hereafter developed. The Host Institution also shall have exclusive rights to sell national tervestrlal radio rights, 9, Television, Video, Film and Internet Streaming The parties hereto mutually desire that the game(s) to be played hereunder should have maximum media exposure, including national television exposure. ‘A Ageeement to Telecast, Each game covered hereunder shall be avallable for telecasting by the Hast Institution, The Host institution shall have all rights of telecast, Including, but not imited to, national ‘network television, national cable, Conference networks, Internet streaming, delayed telecasting, Unlimited highlights, institutionally syndicated packages, and telecasting by any and all other means, The Visiting institution agrees to the following: |. The scheduled start time forthe games(s) Is solely atthe dlscretion of the Host Institution and may be changed up to 6 days n advance of the game In order to accommodate television, li, Any change in the date of the gamne(s), Including changes for television, must be mutually agreed ‘upon by the participating institutions, Il, Media timeout formats are determined by the Host institution's conference, The Host Institution's, conference shall be responsible for the TV lalson (red hat), |v, The Host institution agrees to provide the Visiting Institution with one 80-second message Ifthe game Is selected for a natlonal broadcast network or national cable network telecast. ‘The Visiting institution may not telecast the game in any way or use any video from the Host Institution's telecast of the game without the written petmission of the Host Institution's conference; provided, however, that the Visiting Institutions shall be allowed the use of highlights of the games|), not to exceed elght (8) minutes In length, for the sole purpose of producing coach's shaws and season highlight presentations. This permission, if granted, must be within any limits set by the Host institution's conference or telecast rights holder regarding amount of video (time elapsed), where the video may be seen or accessed (ke, national vs local TV, website, tmobile device) and any other restrictions. Notwithstanding the above, immediately following the conclusion of each game hereunder, the Visiting Institution shall have the right to telecast audlo and visual highlights not to exceed eight (8) minutes in length on the Visiting Institution's or the Visiting Institution's conference's controlled and operated Network (e.g. Pac-12 network, Texas Longhorn Network, Big Ten Network, Mtn, ete) Contact Questions dealing with interpretations of the Pac-12 Football Television Agreements should be addressed to the Pac-12 Associate Commissioner, Television, Questions dealing wlth Interpretations of the Visiting Institution's conference Football Television Agreements should be addressed to the Vislting Institution’s conference Assoclate Commissioner, Television, 10, Expenses, Each party shall be solely responsible for Its travel arrangements and shall be solely responsible forall costs and expenses associated with thls Agreement, 14. Force Maleure, ‘A game shall be canceled if t becomes Impossible to play the game by reason of bad weather; an unforeseen, catastrophe or disaster such as fre, flood, earthquake, terrorist act, or act of politcal sabotage, war, or confiscation; any order of government, miltary or public authority; or any prohibltory or injunctive order of ‘any competent judicial or other governmental authority, civil or military, In such case, neither party shall be responsible to the other for any loss or damage. Cancellation of a game under this section shall not be deemed a breach of this Contract, Notice of the need to cancel a game shall be given as soon as possible, and 3 the parties shall proceed to discuss any passible resolutions. Except as agreed by the parties, no such cancellation shall affect the parties’ obligations regarding subsequent games covered by this Agreement, 12, allure to Perform, Should the Visiting Team fal to particlpate in a game other than for a cause described In Section 11, the Visiting Team shall not be entitled to any payment whatsoever from the Home Team, The Visiting Team shall also be responsible forall cancellation damages as specified in Section 13 of this Agreement. 13, Termination, Breach, and Damages. (A) This Agreement may be terminated under the following conditions; 1 By mutual written consent of both partles signed by an authorlzed individual. Il. Pursuant to NCAA Bylaws 18,7.2.1.1 and 20.9.7,2.1 Visiting Team at any polnt In time prior to September 5, 2020 fas to maintaln an average of 90 percent of the permissible maximum number of grants- In-ald per year in football over a rolling two-year period, then Visiting Team shall be considered in breach of this contract and subject to Damages as noted in (8) below. (8) elther party breaches this Contract or terminates thls Contract for other than a reason set forth In Section 13, A (I) above, that party shall pay to the other party no later than 90 days after the date of the breach the sum of One Million Dollars ($1,000,000). Oregon and Opponent have bargained for and agreed to the foregoing liquidated damages provisions, glving consideration to the fact that breach of this Agreement will ‘cause the other party to suffer damages in the form of the loss of income and other economic and non economie benefits, which damages are extremely difficult to determine falriy, adequately, or with certainty ‘The partles further agree that the payment of such liquidated damages by shall constitute sufficient, adequate and reasonable compensation for any oss, damnages or Injury suffered as @ result of the breach, The foregoing shall not be and shall not be construed to be, a penalty, 14, Miscellanec The rights and responsbitles granted hereunder are not assignable or transferable. IFany clause o provision ofthis Agreement shall be deemed or held to be Ilegal, Invalid or unenforceable, then such clause or provision shall be modified to the minimum extent necessary In order to make such clause or provision tegal, valld and enforceable, There are no third party benefciaries ofthis Agreement, This Agreement shall be binding upon and Inure to the excluslve benefit ofthe parties hereto and thelr respective legal representatives, successors and asslgns where expressly permitted by thls Agreement, This Agreement may be executed in multiple counterparts, each of which shall have the full force and effect of an origina, but all of which togather shal constitute one instrument, Thls Agreement constitutes the entire understanding of the partles with respect to the subject matter hereof and supersedes any and all prior understandings and agreements, weltten or oral Oregon has a pre-existing agreement that contractually binds Oregon to exclusive use of Gatorade products, 15, Grants-In-ald Certification, Visiting Team hereby certifies that it currently, as of the date of its signature below, meets the requirements of NCAA Bylaws 18,7.2.1.1 and 20.9.7.2.1 which specifies that it has averaged 90 percent of the permissible ‘maximum number of grants-I-aid per year in football over a rolling two-year perlod, Visiting Team also agrees that if at any point prior to September 5, 2020 pursuant to NCAA Bylaws 18,7.2.1.4 and 20.9.7.2.1, Visiting Tear falls to maintain an average of 90 percent of the permissible maximum number of ernnts-in-ak! par yearn football ovr a rolling two-yoxr perlad, Vistng Team will be considered In broach of this contract and shel notify the Universty of Oregon In writing of thle factwhthin fve |S} business days of ks ‘iat knowledge ofthis breach, Visiting Team shall be subject to Damages as spect In £3(8) as noted above, ‘his Agreement may be amended only ina wrking sznad by an authorized representative of each party. North Dakete State Universty Universty of Oregon 7) Signature _ Met hatsins _ ofiifir Printed Neme Lhuicite ot Miele Tile Director of Athletes date Federal Tax Kiontfiestion Number

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