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E FOOTBALL GAME AGREEMENT This football game agreement (“Agreement”) is hereby made and entered Into thls Wednesday, June 10, 2035 by anc between the University of Kentucky and Eastern Michigan University, and the signatures of thelr respective duly authorized agents (the “Partias”). For the promises and other good and valuable consideration ss set forth in this Agreement, the Parties hereby agree as follows: Purpose: The purpose of this Agreement is to confirm the arrangements, terms, conditions, and ‘mutually understood agreements under which the Home Team and Visiting Team will conduct and compete In an Intercollegiate football game contest as set forth in Section 2 below. Event: Parties agree to charge each representative and respective intercollegiate varsity football team (“Teams”) to compete with one another in intercollegiate football contests ("Games") in accordance with the terms of this Agreement. The Games shall be held as set forth by the following: ii Games Date she 1 ‘September 7, 2019 Ypsilanti, nat 2 ‘September 5, 2020 Loxington, KY © Game Officials will be assigned by the Visiting Team's Conference 3, Rules of Contest: Each Game shall be governed in all respects, including player eligibifty, by the applicable rules of the National Collegiate Athletic Association ("NCAA"), the respective athletic conference of which each institution is a member, and any institutional rules of each party, as applicable and in effect at the time of the Game. The Party hosting a Game shall be known as the “Home Team” and "Host Institution” for purposes of that Game. The other Party shal he the “Visiting Team” for purposes of that Game, 4. Officials: Game Officials shall include all on-field and replay officals appointed by the associated conference. The Home Team shall make payment necessary for the assigned Game Officials 5, Consideration: In consideration of and upon the Visiting Team fulfilling its obligations under the ttrms of this Agreement, Home Team agrees to nrake payment to Visiting Team, as full and complete consieration, the fixed sumn payment ("Game Consideration’) of Twe Hundred ‘Thousand Dollars ($200,000) for participation in the Game. Game Consideration is due and peyable on or before December 1 of the year in which the Game occurs. Visiting Team will provide Home Team with an invoice evidencing the amount due under this Section subsequent to ‘Game for issuance of payment. 6. Tickets: Tickets for admission to the Game will be handled as follows: a. Ticket prices will be set and revenue generated from the sale of tickets will be retained by Home Team, b. Home Team will provide an allowance of FOUR HUNDRED (400) complimentary admission tickets (“Complimentary Ticket Allotment”) to Visiting Team for Game at no cost Additionally, Home Team will make available for purchase ONE THOUSAND FIVE HUNDRED (1,500) tickets to visiting team. Any and all Game tickets utiized by Visling “Team in excess ofthe Complimentary Ticket Allotment wll be charged to Visiting Team in ‘the aggregate sum ("Excess Ticket Usage Charge”) of the utilized tickets’ face value price, Home Team retains the right to collect Excass Ticket Usage Charge, f applicable, by withholding the Excess Ticket Usage Charge from the Game Consideration payment to Visiting Team outlined in Section 5. Tickets for Visiting Teams band must be purchased or be applied to Visiting Teams Complimentary Teket Allotment, Cheerleaders and mascot in uniform may enter without i ticket, 7. Game Workers: Provided a Party’s employee has an active, specific, and necessary gome related duty and responsiblity to perform at the Game ("Game Worker"), such Game Worker shall be ited to the Game by pass list and credential and not through use or need of an admission 8, Radio Rights: The Visiting institution shall have the right to, and be provided space for one radio i broadcast outlet for, a non-exclusive radio broadeast by the Visiting Institutions flagship station local announcer) thats distributed via regional terrestrial radio stations, the internat orstriar broadband distribution, satelite radio, and sinlar avdio-only distribution. “The Host Institution shall retain all other regional terrestrial, national terrestrial and satellite radio. rights, and any other audio distribution method now known, existing or hereafter developed. The Host Institution also shall have exclusive rights to sell national terrestrial radio rights. 9, Television, Video, Film, and Internet Video Streaming: The parties hereto mutually desire that ‘the games to be played hereunder should have maximuin media exposure, including nationel Aelovision exposure, A. Agreement to Telecast. Each game covered hereunder shall be available for telecasting by ‘the Host Institution, The Host Institution shall have all rights of telecast, including, but not limited to, national network televislon, national cable, Conference network, Internet streaming, delayed telecasting, untimited highlights, institutionally syndicated packages, and telecasting by any and all other means and media, The Visiting Institution agrees to the following: 1. Thescheduled start time for the game(s) Is solely at the discretion of the Host institution ‘and may be changed up to six (6) days in advance of the game in order to accommodate television. 2. Any change in the date of the games), including changes for television, must be mutually agreed upon by the participating institutions, 3. Media timeout formats are determined by the Host Institution's conference. The Host Institution's conference shall be responsible for the TV tiason (red hat). 4, ‘The Visiting Institutlon shall have the right to produce video of the games played pursuant | to this Agreement for coaching purposes and for use in 2 weekly coaches’ show or season ‘ | highlight presentations, Such video may not be replayed, used or otherwise distributed by the Visiting Institution to any person other than the Incorporation of up to aight minutes (8:00) of | highlights of the game as part of a weekly coaches’ show, season highlight presentations, or for Viewing ty the Visiting Institution's football team coaches and players. In addition, Immediately following the conclusion of each game hereunder, the Visiting institution shall have the right to distribute audio and visual highlights not to exceed three minutes (3:00) in length on the Visiting Institution’s or the Visiting Institution's conference's controlled and operated linear and/or digital "Network. The Host institution agrees to provice reasonable facilities for such cameras as may be required by the Visting Institution to produce such video. Any other usage by the Visiting Institution of footage of games played pursuant to this Agreement shall be governed by a separate ‘agreement between the Miki-American Conference and the Southeastern Conference. 10. Concessions, Parking and Program Income: The Home Team shall have the exclusive rights to ‘concessions, parking and program income associated with the Game, 41. Arrival of Teams: Parties agree that football teams shall be present at the site of the Game in condition to play the Game ata minimum of thisty (30) minutes prior to the time advertised as the start time of the Game. 12, Impossibility: Ifan unforeseen event beyond either party's reasonable control~such as, without Jimitation, acts of God, fre floods, epidemics, war, invasion, acts of terrorism, rebellion, strikes, ockouts, riots, actions military ar public authority, quarantine restrictions, or unusually severe \weather, and also including athlotic program termination —_makes impossible ar impractical to play the game agreed to hy either party, that Game shall be cancelled or rescheduled, and neither party shall be responsible to the other forthe financial obligations set forth in herein or any other loss or damage resulting from the cancellation, Notice of such a catastrophe or disaster shal be siven as soon as possible, {In the event that either party’s member conference changes its scheduling requirements or either party switches conference affiliation necessitating a change in game scheduling and causing a Confit with the Games) scheduled, then the parties will cooperate In good falth to reschedule the Game in the same year or within the next two yeats of when it would have been played. If the affected party cannot seasonably reschedule the Game(s), then the affected party may cancel game and will nt be held responsible for the financial obligations set forth herein or any other loss or damage resulting fron the cancellatfon. 43, Cancellation or Breach of Agreement If this Agreement Is unllaterally cancelled ar the Agreement’s terms and conditions are ‘materially breached by elther Party for any reason, including but nct limited to, failure to participate in the Game(s), the canceling party shall make a payment to the other party as reasonable and contemplated liguldated damages and not 2s a penalty in the following. amount |, Total cast of expenses incurred by the Home Team, If any, In preparing for the Game, which expenses shell include actual expenditures prior to the breach, and expenses obligated priar to the breach which cannot be avoided after the breach ‘upon reasonable effort by the Home Team; and ii, A.sum of One Million ($1,000,000) as reasonable and contemplated liquidated damages. The Parties agree that its difficult, with any faimess to estimate consequential damages, and predict revenues for any event, and that such $1,000,000 is a reasonable estimate of damages for the Party's loss of income, b, The amount dug a referenced In Section 13a above, shall be pad by the canceling or breaching Party within sty (60) days ofthe effective date of 1) Notice of cancellation or; 2) Date of breach whichever I earlier, c.f cancellation s by mutual consent, the Agreement shall be null and void. 44, Corporate Sponsor Restrictions: The Visiting Team acknowledges and agrees that the Home Team ‘may have agreements with certaln corporate sponsors and that such agreements may prevent the Visiting Team from bringing certain products or tems n the Home Team’s stadium or be displayed i ‘openly in and around the field of play (Please note: Isotonic beverages and Headsets are exempted). Visiting Team agrees to consult with the Home Team before the Game to ensure that the Visiting Team does not bring prohibited products or items into the Heme Team's stadium that Violate the Home Team's corporate sponsor agreements 15, Other Assessments: Each party shall be solely responsible for payment of any assessments due to each party's respoctive conference including taxing authorities. fe 16, Miscellaneous: This Agreement Is the entire agreement between the Partles with respect to the subject matter hereof and supersedes, in all respects all other agreements either written or oral regarding this Agreement between the Home Team and the Visiting Team. No amendment to this i ‘Agreoment shall be valid unless reduced to writing and signed by both Parties hereto. No condition, covenant, duty, or obligation contained in this Agreament can be waived except by weitten agreement signed by authorized representatives of each party. Forbearance of indulgence in any form or matter by either party shall not be construed as a waiver, or in any way limtt the legal or equitable remedy available to that party, The captions in thls Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent ofthis Agreement or any of the provisions hereof, The interests, rights, powers, duties and liabilities of the Parties hereto shall attach to the benefit of and shall be binding upon each party's respective suacessors, assigns and other legal representatives. If one or more paragraphs or provisions of this Agreement shall be declared invalid, tlegal or unenforceable under applicable : laws, sald Invalid, llegal, or unenforceable paragraphs or provisions shall be severed from this Agreement and the remaining paragraphs and provisions of the Agreement shall remain in fall force and effect, IN WITNESS WHEREOF, the parties hereto by their respective officers duly authorized, have caused this Agreement to be executed as of the date first above written, IWircl BARNHART Director of Athletics University Finance Officla/Designee Date STERN Mi IVERSITY HEATHER LYKE Director of athletics University Finance Offical/Designee Date ‘Chis Spenes ‘Deputy Director of athlete storm Mlehigan Unversity 7991. Hewitt Rd, Convocation Center sian ars —

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