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FOOTBALL GAME AGREEMENT ‘THIS FOOTBALL GAME AGREEMENT (“Agreement”) is made and entered into on the date fully executed below [the “Effective Date”) by and between UCF Athletics Assaciation, Inc, (“UCE") (“Opposing Team”), located at Roth Athletics Center, 4192 North Orion Bld, Orlando, FL 32816, and The Florda Atlantic University Roardof “Tmustegs {YFAU"L on behalf ofits Athletics Department, located at 777 Glades Road, Schmidt Famlly Complex {or Athletics and Acadernic Excellence, Boca Raton, FL33431. 1, Games. That the teams representing the above-named Institutions agree to the terms and conditions hherein with respect to the arrangements for holding foctball games between them. The varsity faotball teams of FAU and Opposing Team will participate In games of football as set forth below: Game | Host Visiting Location Date Time | Guarantee Institution _| institution Game | FAU ‘UcF FAU Stadium, [9/17/2022 | TBA "$300,000 Boca Raton, FL. Game2 | UCF FAU Bounce House, | 9/13/2025 | TBA $250,000 Ortando, FL. 2. Rules, The games will be governed by the rules of the National Collegiate Athletic Association (*NCAA") The eligibility of team members to participate in each football game will be governed by the rules and regulations of the NCAA, Its institution and the rules of the athletic conference of which the Institution Is @ member. 3. Officials. The officals, including replay, will be appointed by the conference of the Visiting Institution and the expenses will be paid by the Visiting Institution. a. Tickets. ‘a. The Host Institution shall make avaliable to the Visiting institution 400 complimentary tickets. b. Cheerleaders, band members and mascots shall be admitted without charge when in uniform (not to exceed 250) and shall not be included in the complimentary ticket allotment. The Visiting Institution ‘will provide the Host Institution with the number of individuals no later than ninety (90) days before the game, The Visiting Institution shall be allotted an additional 1,250 tickets for sale on consignment, said tckets to be in a location as assigned by the Host institution. d. The Visiting Institution will be allowed 60 sideline passes. These passes are to be used by coaches, trainers, and working team personnel only. Sideline passes are to be worn at all times by all personnel with the exception of players in uniform, all Visiting Institution's sideline passes will be restricted to the Visiting Institution's team bench area. ‘e. Any unused tickets (except for those included as complimentary) shall be returned to the Host Institution four (4) weeks prior to the game. The Host institution will Invoice the Visiting Institution for any consignment tickets not timely returned. 5. Broadcasts. 3. Radio. The Home Team shall retain the revenue from and have full control of al radio rights to broadcast the game. Notwithstanding the foregoing, the Visiting Team shall have the right to, and Page of allowed one free space for, a non-exclusive radio broadcast by the Vsting Team's flagship statton and shall retain the revenue from such broadcast. bb, Television. The Parties acknowledge and agree that all rights to telecast or distribute (live or delayed, whole or condensed (including highlights), throughout the universe, in any and all markets, Jn any and all languages and via any and all forms of media and methods of distribution and distribution technology) each game shall be dictated by the Home Team or the Home Team's conference's television agreement{s), as applicable, In effect at the time of the game. The Home Team or the Home Team's conference, as applicable, shall have the exclusive right to retain all ‘revenues derived from the telecast or distribution of games played pursuant to this Agreement. © Game Video. Notwithstanding anything herein to the contrary, the parties shall have the right to produce fllms, videotapes, DVD and/or other digital media ("Media") of the games played pursuant to this Agreement for coaching purposes, for use in a weekly coaches’ show and for end-of-season highlight presentations, and for no other purpose. Such Media may not be replayed, used or ‘otherwise distributed by the Visiting Team to any person other than the Incorporation of up to eight ‘minutes (8:00) of highlights of the game as part of a weekly coaches’ show and end-of-season- highlight presentations. The Home Team agrees to provide reasonable facilities for such cameras 25 ‘may be reasonably required by the Vislting Team to produce such films and/or videotapes. Any other ‘usage by the Visiting Team of footage of games played pursuant to thls Agreement shall be governed by2 separate agreement between the parties 5 Sales, The Host Institution will have the exclusive right to sell game programs, operate concessions and parking. All Income from game program sales, concessions, and parking will be the sole property of the Host Institution. 7, Exclusivities, Visiting Institution will abide by the Host Institution’s requirements for branded Items during the Game Including cups, coolers, towels, etc. The Visiting Institution hereby acknowledges the Host Institution's obligation to exclusively place such items In the Visiting Institution's area and agrees that the Host Institution will have the right to place such items. 8 — Liguldated Damages. If a party unilaterally cancels the Agreement or otherwise falls to appear for the game as set forth above other than due to a force majeure event (as defined below), the canceling or falling party agrees to pay the other party the sum of $1,000,000 as liquidated damages and not as a penalty, within sixty (60) days of the cancellation or failure, 9, Force Majeure, The parties agree that if by reason of an act of God, national crisis, pandemic, epidemic, public health emergency, prohibition by governmental or governing authority (eg, NCAA, applicable conference), or other cause outside of the party's reasonable control that would make it unsafe, impossible, ‘legal or Impractical to play the game agreed to, the game shall be canceled without further liability, or rescheduled if reasonably practical and agreed to by the parties. Neither team will be responsible to the other for any loss or damage as a result of sald cancellation. Written notice of such events shall be given as soon as possible, No such cancellation will affect the parties’ obligations as to subsequent games covered by this Agreement, If any, 40, Relationship of the Parties. Each of the parties Is an independent contractor and nothing in the Agreement shall designate any of the employees or agents of one party as employees or agents of the other. Nelther party is authorized to bind the other to any contracts or other obligations. Page2 of 4 13, Assumption of Risk. Each party assumes any and all risk of personal injury and property damage attributable to the wilful or negligent acts or omissions of that party and its own officers, employees and other ‘agents. Nothing in the Agreement shall be construed as FAU's waiver of sovereign immunity nor as an indemnification of Opposing Team, and then such indemnification is limited to the extent permitted by § 768.28, FS. \ 32, Payment Terms. nthe event FAU owes payment to Opposing Team, and Opposing Team experiences payment problems, It may contact FAU's Vendor Ombudsman) st (561) 297-3693. FAU’s performance ané obligation to pay is contingent upon the legislature's annual appropriation; FAU will give notice to Opposing ‘Team of the non- availability of funds when FAU has knowledge thereof to the extent applicable. Neither party may offset any amounts. 38. Confidenttality. The terms of this Agreement are confidential and shall not be shared with any third party without the other party's approval, except to the extent required to comply with applicable law, rule, regulation or court order. Notwithstanding the foregoing, FAU is subject to Chapter 139 of Florida Statutes, commonly known as the Public Records Law. The Agreement and any related documents and/or correspondence shall also become a public record subject to the Public Records Law. FAU may unilaterally cancel the Agreement for Opposing Teams refusal to allow public access to public records related to the ‘Agreement. IF OPPOSING TEAM HAS QUESTIONS REGARDING THE APPLICABILITY OF CHAPTER 139 TO OPPOSING TEAM'S DUTY To PROVIDE PUBLIC RECORDS, OPPOSING TEAM MAY CONTACT THE CUSTODIAN (OF PUBLIC RECORDS AT 561.297.2452, publlcrecords@fav.edu, DIVISION OF PUBLIC AFFAIRS, FLORIDA [ATLANTIC UNIVERSITY, 777 GLADES ROAD, ADM, BOCA RATON, FL 33431. 14. Compliance. Each party agreed to abide by all applicable federal, state, local and National Collegiate [Athletic Association (NCAA) laws, ordinances, regulations, rules and policies, specifically including without limitation those pertaining to the privacy and use of student records, health information, and game operations. Each party represents that it meets all applicable requirements, including, but not limited to, NCAA requirements, to participate in and permit the game. 45, Insurance. FAU, as a public body corporate, warrants and represents that itis self-funded for lability Insurance, with sald protection being applicable to officers, employees, servants, and agents while acting Within the scope of their employment by FAU, Opposing Team shall have and maintain the types and amounts of Insurance that, at minimum, will cover Opposing Team's exposure under the Agreement. 46. ‘Thied Parties. FAU Is not lable for the acts of third parties or the consequences of the acts of third parties. There shall be no third-party beneficiary to the Agreement. 17. Governing Law. The Agreement Is governed by the laws of the State of Florida, without regards to its conflicts of law principles, FAU Is entitled to the benefits of sovereign Immunity. 118. Travel Expenses. f FAU Is responsible for reimbursing Opposing Team for travel expenses purstiant to the Agreement, bills shall be subject to, and shall be submitted by Opposing Team in accordance with, § 112.061, FS. FAU reserves the right not to pay travel expenses unless FAU preapproves such expenses in writing. FAU has the right to make travel arrangements for Opposing Team. 39. Assignment. Nelther party may, without the advance written approval of the other party, not to be unreasonably withheld, assign any right or duties under the Agreement, or transfer, pledge, surrender or ‘otherwise encumber its interest in any portion of the Agreement, Any assignment made without the other party's consent shall be, atthe other party's option, null and vold 20. Entire Agreement. This Agreement embodies the entire agreement of the parties, and there are no other representations, promises, agreements, conditions or understandings, elther oral or written, between FAU and Opposing Team other than are set forth. Any renewals, amendments, alterations or modifications to the Agreement must be signed or Itialed and approved by al signatories of the Agreement. 21, Signatures. The parties represent and watrant that any person signing the Agreement has the authority Page 3 of 4 to do so and that such signature shall be sufficient to bind each party. The Agreement may be signed electronically and shall be considered signed if/when a party's signature is dellvered by facsimile or e-all transmission of a *.pdf" format date file, including via DocuSign. Such signature shall be treated in all respects as having the same force and effect as an original ‘signature. By signing below, each party's authorized representative agrees to the terms of this Sports Competition ‘Agreement, Including the Terms and Conditions attached hereto, and hereby executes this Agreement as of the Effective Date, as Opposing Team: lorie Atlantic University Board of Trustees LUCE Athletics Association, nc ‘ Se eae by: bal bhi By: = Signed: Tuesday, May 18,2027 wane: Boon [wrhike Name _ tie: VE and Dicer & Mielses rte: S[ IW { Zeat Date: ——— Sth K Kasse i aot os Tote VP pees Ceo si af> Page 4of 4

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