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MULTI MEDIA RIGHTS LICENSE AGREEMENT BETWEEN THE BOARD OF TRUSTEES OF FLORIDA INTERNATIONAL UNIVERSITY on behalf of its Athletic Department AND VAN WAGNER SPORTS AND ENTERTAINMENT, LLC A NEW YORK LIMITED LIABLITY COMPANY, DATED JUNE 23, 2015 Table of Contents Article | - Definitions and Rules of Construction L.A ~ Truth of Recitals nnn 1.2 - Definitions and Construction... 1.3 NCAA, Conference and Law. 7 7 seve L 1.4~Consents. Article Il ~ Multi Media Rights.. 2.1 ~ Grant of Multi Media Rights. 2.2 Broadcast and Related Rights. 2.3 ~ Digital Media Rights 2.4-Video/DVD Rights... 2.5 ~ Programs and Other Printed Material 2.6-Sponsorship Program 2.7 - Signage 2.8 ~ Rivalry Series; Neutral Site Games ee ee 9 Intentionally deleted... 2.10 ~ Intellectual Property... 2.11 ~ Additional Multi Media Rights ... 14 2.12 ~ Additional Assets Provided by VWSE 115 2.13 ~ Conference Rights Article ill ~ Administrative Matters... 3.1 - Office Space. 3.2 VWSE Employees. 3.3 ~ Credentials; Pa jing and Travel. 3.4 = Nonsolicitation 3.5 Effort and Cooperation; Multi Media Rights Inquiries... 3.6 ~Contract Policies, Standards... 7 3.7—Applicable Law. 3.8 ~ Power and Authority for Contracts s.r v 3.9- Mutual Cooperation Article IV ~ Compensation. 18 18 4.1 — Compensation to University and VWSE.... 4.2 ~ Collection, Payment and Reporting. 4.3 ~ Intentionally deleted. 4.4 ~ Books and Records... 4.5 — Barter Agreements.. Atticle V~Term and Termination... 5.1-Term 5.2 ~ Exclusive Negotiating Period 5.3 Termination for Cause, Insolvency... 5.4 Early Termination by VWSE 5.5~ Right to Renegotiate Terms. 5.6 Force Majeure Article VI ~ Confidentiality; Insurance; Indemnification 6.1 Confidentiality 6.2~ Insurance. 6.3— Indemnification... Article Vil ~ Representations and Warranties ... 7.1 ~ By Athletic Department... 7.2~ By VWSE 7.3 = Disclaimer of Other Representations and Warranties. 28 28 Article Vill - Miscellaneous ... 8.1- Notices. 8.2— Governing Law. 8.3~ Entire Agreement. 8.4—Severability. 29 8.5~ Amendment, 29 8,6~ Effect of Waiver or Consent... 8.7 ~ Parties in Interest; Limitation on Rights of Others. 8.8 — Assignment. 8.9 ~ Reliance on Counsel and Other Advisors... 8.10 — Remedies. 30 8.11 ~ Specific Performance... 230 8.12—Counterparts 30 8.13 ~ Nonrecourse 30 30 £8.14 ~ Independent Contractor... 8.15 — Guaranty... 30 8.16 ~ Survival... ‘Schedules and Exhibits Definitions Schedule Schedule 2.1.1 Schedule 2.6.2 Schedule 2.7.1 Schedule 2.10 Schedule 2.12 Schedule 4.1.2 Schedule 4.1.2 D Schedule 4.1.3 A Schedule 4.1.3 B Exhibit A Athletic Department Excluded Sponsorship Agreement Naming Rights Facilities Owned by Athletic Department Athletic Facilities University/Athletic Department Marks Additional Assets Provided by VWSE Specified Expenses Legacy Revenue Sources VWSE Project Expenses Athletic Department Project Expenses Form of Guaranty MULTI MEDIA RIGHTS LICENSE AGREEMENT THIS MULTI MEDIA RIGHTS LICENSE AGREEMENT ("Agreement") is entered into as of the 28rd day of June, 2015 the “Effective Date”) by Board of Trustees of Florida International University on behalf of the Athletic Department (“Athletic Department”) and Van Wagner Sports and Entertainment, LLC, @ New York limited liability company ("VWSE") (each a “Party” and collectively, the “Parties”). WHEREAS, the Athletics’ Department of Florida International University has certain multi media rights, as more particularly defined herein, which it wishes to exclusively license to VWSE pursuant to the terms and conditions contained herein; WHEREAS, VWSE is an expert in providing services rolated to the multi media rights, which include but are not limited to sponsorships, advertising and broadcasting services; WHEREAS, VWSE has the financial end professional capability to perform the services and comply with the obligations set forth herein; WHEREAS, the parties wish to memorialize their agreement herein; NOW THEREFORE, in consideration of the obligations and agreements set forth in this Agree- ment and other good and valuable consideration, the receipt and sufficiency of which hereby are acknow: ledged, the Parties agree as follows ARTICLE| DEFINITIONS AND RULES OF CONSTRUCTION RULES OF NCAA AND CONFERENCE 1.1 Truth of Recitals. The parties acknowledge and agree that the recitals set forth above are true and correct and that they are incorporated into this Agreement. 1.2 Definitions and Construction. Some of the terms used in this Agreement ere defined in the Definitions Schedule that is attached to this Agreement. The Definitions Schedule also includes rules of construction for this Agreement. The definitions and rules of construction are incorporated into and form a part of this Agreement. 1.3 NCAA, Conference and Law. This Agreement is subject to all applicable law, rules and regulations and the respective rules, restrictions and regulations of the Conference and the NCAA (collectively, "Applicable Law"), and the respective rights of the NCAA and the Conference. The term “Conference” means Conference USA and any other athletic conference of which the Athletic Department's intercollegiate athletic teams become @ member of at any time during the Term. 1.4 Consents. Whenever consent or approval of @ Person is required, the consent or approval shall not be unreasonably withheld, delayed or conditioned, unless otherwise specified. Whenever consent of the NCAA or Conference or a third party not affiliated with Athletic Department or the University is required, the Athletic Department Compliance Officer shall promptly use commercially reasonable efforts to obtain such consent and shall communicate that consent or lack thereof to VWSE promptly upon receiving such consent or refusal from the NCAA or Conference or such other unaffiliated third party. If Athletic Department has used such efforts and the NCAA or Conference or other unaffiliated third party refuses to grant consent, Athletic Department shall not be deemed in default of this Agreement as a result of the refused consent from the NCAA or Conference or other unaffiliated third party. ARTICLE Il MULTI MEDIA RIGHTS 2.1.1. Athletic Department grants to VWSE the exclusive worldwide rights to all Multi Media Rights which are specifically controlled or managed by the Athletic Department, except as expressly reserved for Athletic Department or another Person in Schedule 2.1.1 or elsewhere in this Agree- ment or pursuant to any Existing Agreement or pursuant to any Conference Rights or except as prohibited by applicable law or regulation (collectively, “Grant Exclusion"). VWSE acknowledges that Athletic Department has not granted it the right under this Agreement to solicit philanthropic gifts for Athletic Department. Athletic Department has provided VWSE in writing with @ description of all Conference Rights and shall use its good faith reasonable efforts to provide VWSE with written notice of any amendment to Conference Rights of which it is informed by the Conference or is otherwise eware of during the Term of this Agree- ment. All of the Multi Media Rights granted by Athletic Department to VWSE in this Agreement are granted to VWSE on an exclusive worldwide basis, unless expressly stated otherwise in this Agreement. Subject to the Grant Exclusion, Athletic Department shell not grant any Multi Media Rights to any other Person during the Term of this Agreement. Unless this Agreement expressly provides otherwise, VWSE shall have the right, but shell not be obligated, to exercise any of the Multi Media Rights granted to it under this Agree- ment. 2.2 Broadeast and Related Rights 2.2.1 Right to Broadcast Att A. Athletic Department grants to VWSE the exclusive worldwide rights to produce, distribute and Broadcast by radio, television, computer, internet streaming, audio podcasts and any other type of transmission in any Broadcast Medium whether now existing or created after the date of this ‘Agreement end in any language subject to the Grant Exclusion ("Broadcast Rights") (a) all exhibition, preseason, regular season and postseason games for men's football games and men’s and women's basket: ball games, and, (b) (i) football events such as annual signing day and spring practices; and (ii) basketball events such as Midnight Madness; and (c) any other Athletic Events mutually agreed to by Athletic Department and VWSE. Broadcast Rights include any game selected for broadcasting by any local, regional or national radio network. Broadcast Rights to these specified games are exclusive of all other individual and independent networks except those officially designated as origination stations or networks of radio stations considered by Athletic Department as part of the radio following the opposing team involved in the game being broadcast. If at any time during the Term, the Conference negotiates an agreement with Sirius XM or another satellite radio Broadcaster or the distributor or Broadcaster of a Broadcast in any other Broadcast Medium which includes the Athletic Department ("Conference Broadcast Agreement"), any revenue collected by the Athletic Department from the Conference Broadcast Agreement shall be included in the calculation of Adjusted Gross Revenue for the Contract Year the revenue is actually collected, if any. If at any time during the Term, pursuant to the prior written permission of the Athletic Department, VWSE negotiates an agree- ment on behalf of the Athletic Department with Sirius XM or another satellite radio Broadcaster or the distributor or Broadcaster of a Broadcast in any other Broadcast Medium, independent of the Conference (each a “Broadcast Agreement”), all revenue Athletic Department actually collected either by VWSE or Athletic Department from a Broadcast Agreement shall be included in the calculation of Adjusted Gross Revenue for the Contract Year the revenue is actually collected. Notwithstanding the rights granted in this Section 2.2.1 A, Athletic Department, shall have the sole discretion of whether to host Athletic Events. B. _The parties acknowledge that distribution of Conference membership’s home event video content, both live and rebroadcasts, is the exclusive property of Conference. The Multi Media Rights granted herein will always be subject to and subordinate to Conference's current and future multimedia rights and agreements, If the Conference elects not to Broadcast or rebroadcast a home Athletic Event, VWSE with the approval of the Conference {in its sole discretion) and Athletic Department may 2 Broadcast or rebroadcast such Athletic Event in accordance with the provisions of this Agreement. After receipt of Athlotic Department approval, Athletic Department shall be responsible for obtaining the requisite approval from the Conference. 2.2.2 Right to Broadcast Coaches’ Shows. A. Subject to the provisions of any agreements now existing or entered into after the date of this Agreement between Athletic Department and any of its Coaches, and any NCAA and Confer- ence restrictions, Athletic Departmont grants VWSE the exclusive worldwide right to produce, distribute and Broadcast in any Broadcast Medium Coach's Shows and/or video magazine shows (i) for the men's football program and men's end women’s basketball programs, and (ii) for any other Team or program. If VWSE elects not to produce and distribute a Coach's Show for either the men's football program and/or the men’s or women’s basketball program or any other Team of program in any Contract Year, Athletic Department shall not authorize any other Person to Broadcast such show without the prior approval of VWSE, except that Athletic Department may authorize its student run television or radio stations which are run independently from the Athletic Department ("Student Stations") to produce and Broadcast such show, provided that the Athletic Department explicitly instructs such Student Stations that such show shell contain no commercial sponsor- ship of any kind without prior consent of VWSE. If the Athletic Department becomes aware that a Student Station is breaching this provision, it shall use its commercially reasonable efforts to have the Student Station comply with this provision. Subject to the radio stations’ format, VWSE may place Sponsor Messages in such Coach's Show with the approval of Athletic Department and the Student Stations. B, Ht VWSE Broadcasts # Coach's Show, VWSE shall provide a season schedule and/or provide reasonable notice (which shall be no less than one weok prior to the Coach's Show) to the Athletic Department of the time schedule for the Coach's Show and Athletic Department will use its best efforts to provide the services of the applicable head coach for such Coach's Show. Athletic Department shall use commercially reasonable efforts to provide that the Coach will be present in person for the live Broadcast of the Coach's Show, and that the Coach will not be paid additional compensation for participa- tion in such Broadcasts. If presence at the Coach's Show would conflict with the Coach's primary profes- sional responsibilities to Athletic Department, the Coach's Show may be broadcast with the Coach partici- pating by telephone or, if the Coach is not able to be present, through an assistant coach. It is agreed that the period of time which is sufficient for the production of a weekly radio show will not unduly interfere with 2 Coach's primary professional responsibility to Athletic Department. VWSE may sell a specific placement of any or all of the Coaches’ Shows at one or more locations to be determined by VWSE, such as a local restaurant or other campus or off campus location and Athletic Department will use commercially reasonable efforts to accommodate the Coach’s availability at such location. Placement of any Coach's Shows at a location outside of the metropolitan area in which Athletic Department's main campus is located will require Athletic Department's prior approval. 2.2.3 Rebroadcast Network. A. Subject to the Grant Exclusion, Athletic Department grants VWSE the exclusive worldwide license to rebroadcast any or all Athletic Events or Coaches’ Show Broadcasts produced by VWSE pursuant to this Agreement and, the exclusive worldwide rights to organize and administer a network of radio, television, computer, Intemet and any other media markets for any such Broadcasts produced and distributed by VWSE, if VWSE reasonably determines there is a profitable market for any such network (a " B. In connection with a Network, VWSE, with the approval of Athletic Depart- ment, shall use commercially reasonable efforts to: (i) select stations to participate as affiliates in the Network; (il) arrange affiliate contracts with such stations, Network schedules, other Broadcast distribution outlets, and for all other Network production elements including, without limitation, the necessary clearances to air Broadcasts of the Games and Coaches’ Shows on Network stations; and (ii) cause each Network station to carry each NCAA sanctioned Athletic Event in its Broadcast schedule in its entirety, unless preempted by unscheduled news interruptions, requirements of the Emergency Broadcast System, or regulatory requirements of the Federal 3 Communications Commission. Athletic Department shall provide its reasonable assistance in connection with the foregoing, if requested by VWSE. 2.2.4 Broadcast Inventory. Without limiting any other provision of this Section 2.2 and except as expressly provided in this Agreement to the contrary and subject to the Grant Exclusion, \VWSE shall control and shall have the exclusive right to sell, all Sponsor Message Inventory for, in or relating to each Broadcast of an Athletic Event, Coach's Show, magazine or other program produced, distributed, Broadcast or otherwise provided by VWSE. If VWSE has elected not to produce, distribute or otherwise provide a Broadcast of an Athletic event, Coach's Show, magazine or other program, VWSE shall nevertheless. control and have the exclusive right to sell all Sponsor Message Inventory for such Broadcast. 2.2.5 Talent. VWSE and Athletic Department shall mutually agree on the play by play ‘and color announcers to be used as over the air talent and as host(s) of all Broadcasts produced by VWSE. 2.2.6 Accs. Athlotic Department shall furnish VWSE, at no cost to VWSE, reason- able number of cards of admission and/or passes, including parking passes, if appropriate, which enable employees of VWSE or any of VWSE's contractors involved with any Broadcast to have free access to and egress from each Athletic Facility or Athletic Event site at all reasonable times on the day of the game or other event before and after each Athletic Event, to prepare, record and Broadcast each Athletic Event and Coach's ‘Show and to setup and remove any equipment, Provided Athletic Department has available space, Athletic Department shall provide VWSE with a location for its equipment and personnel necessary to Broadcast the Athletic Event or Coach's Show. If the permission of any third party is needed for placement of VWSE's or its contractor's equipment and/or personnel, Athletic Department will use its best efforts to obtain such permission. Athletic Department shall provide VWSE and its contractors, at no cost, with an adequate number of seats for up to four (4) employees and/or contractors on any bus or airline chartered by Athletic Department to enable employees and contractors of VWSE involved with Broadcasts to meet VWSE's Broadcast obligations for all away Athletic Events and Coach's Show which VWSE Broadcasts. 2.2.7 Residual Rights. Athletic Department shall own all copyright and related intellectuel property rights in each Broadcast. In furtherance of Athletic Department's ownership rights, VWSE shall make appropriate copyright notice announcements during each Broadcast and shall affix appropriate ‘copyright notices to all audio and video tapes and other forms of recordings or reproductions. Notwithstanding the foregoing, during the Term of this Agreement, VWSE shall have the worldwide royelty free right to use and license the use of any footage or audio. recording of any Broadcast for promotional and newsworthy uses by WWE or others contracting through VWSE and/or for any rebroadcast by VWSE or others contracting through Vwse. 2.2.8 — Reciprocal Rights. Athletic Department will secure for VWSE the rights to Broadcast all away or tournament Athletic Events which VWSE elects to Broadcast, in accordance with Conference and NCAA rules and regulations, unless VWSE shall stipulate to the contrary. If a rights fee is charged for any away or tournament Athletic Event, Athletic Department shall obtain the prior written approval of VWSE of such rights fee before obtaining such right; provided, however, Athletic Department shall use its reasonable efforts to obtain such rights at no cost to VWSE. Any rights feo approved by VWSE shall be includ- ed in the Athletic Department Project Expenses. If Athletic Department should seek or be required to secure Tights to conduct an Athletic Department home Game at a neutral or away site, Athletic Department shall use its ‘commercially reasonable efforts to include VWSE in the negotiation for such rights so as to not adversely impact the rights granted to VWSE under this Agreement. 2.2.9 Comply With Rules, Clearances. All Athletic Events and Coach's Show Broadcasts which VWSE produces, distributes and Broadcasts (including, but not limited to, all necessary Broadcast clearances) shall be produced, distributed and Broadcast subject to, and in accordance with, ell Athletic Department, Conference and NCAA rules and regulations. Notwithstanding the foregoing, VWSE shall ot incur any liability from its failure to obtain any clearance by reason of preemption by unscheduled news interruptions, requirements of the Emergency Broadcast System, regulatory requirements of the Federal Commu- 4 nications Commission, any preemption mutually approved by VWSE and the Athletic Department or any other Force Majeure Event. 2.2.10 Notwithstanding anything to the contrary in this Section 2.2., if Athletic Department wishes to arrange for television or radio broadcast of Athletic Events outside of the United States ("International Broadcast Opportunity") and VWSE has elected not to pursue an International Broadcast Oppor- ‘unity within ten (10) days following VWSE's receipt of notice of such opportunity from Athletic Department ( and if VWSE does not respond within such period it shall be deemed to have elected not to participate in such opportunity), then Athletic Department may pursue such International Broadcast Opportunity with another person ("Intemational Third Party") and enter into an agreement with such person without further notice to or approval of VWSE, and, subject to the following sentence, any consideration paid to Athletic Department in connection with such International Broadcast Opportunity shall be solely for the account of Athletic Department and not included in Adjusted Gross Revenue. Notwithstanding the foregoing, (i) the International Third Party and Athletic Department may not sell any Sponsorship Rights or Sponsor Messages for such International Broadcast Opportunity to any of the then current Multi Media Rights Sponsors of the Athletic Department under this Agreement (other than to those Sponsors set forth on Schedule 2.1.1); and (ii) VWSE shall have the exclusive right to sell any advertising inventory for such International Broadcast Opportunity that Athletic Department retains for its benefit and the revenue generated from such sales shall be included in Gross Revenue for purposes of calculating Adjusted Gross Revenue. 2.3 Digital Media Rights. Athletic Department grants VWSE the exclusive worldwide right to all Digital Media Rights, including, but not limited to, all rights set forth in this Section 2.3, subject to the Grant Exclusion. 2.3.1. Athletic Internet Site and Intemet Video Streaming and e-Commerce. A. VWSE will be responsible for contract administration, creative placement, financial end of year settle up, sponsorship and other Sponsor Message sales and other business aspects of Athletic Department's Website through the Hosting Company. Athletic Department may extend or renew the present Hosting Company Agreement with the Hosting Company or may enter into a hosting agreement with a different Hosting Company for a period commensurate with the Term of this Agreement, provided, however, that no such extension, renewal or agreement shall reduce or otherwise adversely affect VWSE’s rights or benefits under this Section 2.3.1 or impose any obligations on VWSE beyond those set forth in this, Section 2.3.1, without VWSE's prior written consent. B. Subject to the Grant Exclusion, Athletic Department grants to VWSE the exclusive worldwide rights to all revenue generating opportunities (including any third party royalties or fees) from the sale or placement of Sponsor Messages, branding or corporate recognition (but not from the sale of merchandise, goods, services, apparol, tickets or similar assets), which now or at any time during the Term may exist on the Athletic Department’s Website, including, but not limited to, all rights to sell Sponsor Messages in any form including company logos, messages or otherwise on Athletic Department's Athletic Website, audio and visual streaming of Sponsor Messages and direct internet access to other websites, the right to make use of social media platforms including the Athletic Department Facebook, YouTube and Twitter presences and the right to use and monetize Athletic Department Content which Athletic Department agrees to supply to VWSE at no cost to VWSE. Athletic Department shall not develop any commercial aspect of any part of the Athletic Department Website that affects VWSE’s rights pursuant to this Agree- ment without VWSE's prior written consent. Notwithstanding the foregoing, Athletic Department may conduct an auction of Athletic Department products and services on the Athletic Department Website without the involvement of VWSE (and all revenue generated therefrom shall be excluded from this Agree- ment), provided that, neither Athletic Department nor any third party who administers the auction for Athletic Department, may market, sell or otherwise secure sponsorships, advertisements, branding or other commercial support for such auction except for non-sponsored advertising of the auction or sale. All revenues generated from, and expenses incurred in connection with, the sale of such products and services at such auction shall not be included in the calculation of Adjusted Gross Revenue. ©. Egitorial Content on the Athletic Website shall be controlled by Athletic Department. D. Athletic Department may use its own Apps for its Teams and/or the Athletic Department to be used on mobile devices, tablets and computers for recruiting and similar purposes but in no event shall Athletic Department Apps for its Teams and/or the Athletic Department contain or reference any commercial sponsorships of any kind or be monetized in any manner such as through the sale of subscrip- tions for the Apps. Notwithstanding the foregoing, if the Hosting Company Agreement provides for the inclusion of sponsorships or advertisements on Athletic Department Apps, the revenue received by Athletic Department from such advertisements and sponsorships (after deducting amounts received by the Hosting Company) shall be included in the calculation of Adjusted Gross Revenue for the purposes of this Agreement. Athletic Department shall not supply Athletic Department Content for the Apps to the detriment of the Athletic Department Content to be supplied by Athletic Department to VWSE under this Section 2.3.1 Unless otherwise prohibited by the Hosting Agreement or any applicable law, rule or regulation, and provided that Athletic Department provides its approval, VWSE may create and monetize VWSE Apps using Athletic Department Content. E. If the right to online video streaming of Athletic Events on the Athletic Department Website becomes available during the Term, VWSE shall have the right, subject to the Grant Exclusion, to sell sponsorship associated herewith and the net proceeds attributable thereto, shall belong exclusively to VWSE for the remainder of the Term, and the net revenue collected by VWSE shall be included in the calculation of Adjusted Gross Revenue. F. Intentionally Deleted G. “Subject to the last sentence of Section 2.3.1.A., the provisions of this Section 2.3.1 are subject to the terms and conditions of the Hosting Company Agreement in effect on the date of this Agreement, a true and complete copy of which Athletic Department has provided to VWSE, 2.3.2 Conference Agreements. If the Conference requests that Athletic Department be included in a Conference Agreement that includes any of the rights described in this Section 2.3, all revenue derived and paid to Athletic Department from the Conference Agreement that are attributable to the Athletic Department's license of such rights to the Conference shall be Athletic Department included in Adjusted Gross Revenue, if applicable. Athletic Department shall provide VWSE with sufficient notice prior to its entering into a Conference Agreement so as to allow VWSE the opportunity to comment to the Agreement, but in no way does this grant VWSE the right to impose obligations or limitations upon Athletic Department associated with the rights hereunder as required pursuant to the Conference Agreement. 2.3.3 WEFIIDAS. VWSE shall have the exclusive worldwide right to represent Athletic Department in selling all Sponsor Message opportunities related to any Athletic Department Wi- Fi/DAS system or other similar or substitute system installed during the Term in any Athletic Department Athletic Facility and to determine, in consultation with Athletic Department, the provider of such services. 2.3.4 Intentionally Deleted. 2.3.5 Blogs. Athletic Department grants VWSE the exclusive worldwide rights to provide Game Coverage and to provide Sponsor Messages including commercial sponsorship or promotion in such Game Coverage on a blog or other similar means which features, describes, includes or discusses any Athletic Department Team in action as it occurs provided that the blog adheres to any applicable NCAA or Conference rules. The Parties anticipate that such blogs may be made available on the Athletic Department Website. Nothing herein shall prevent Athletic Department from writing its own blog(s) provided that no 6 Athletic Department written blog relating to the Athletics Department may contain any Sponsor Messages Including commercial underwriting or commercial sponsorship of any kind without prior notice to, and approvel of, VWSE. If either Athletic Department or VWSE becomes aware of any Athletic Department blog that breaches the requirements of this Section 2.3.5, Athletic Department will take all reasonable action permitted by law to eliminate such blog. 2.4 Video/DVD Rights. Athletic Department grants VWSE the exclusive worldwide right to produce and sell a season ending video or DVD for men's football and men’s and women's basketball, and for any other Team agreed to by Athletic Department and VWSE, As between the Parties, the editorial content and the packaging layout/design of each such video or DVD shall be subject to Athletic Department's approval. If VWSE elects not to produce a highlight video or DVD for a particular Team but Athletic Department wishes to do so, Athletic Department may, at its sole cost and expense, produce or cause to be produced a highlight video or DVD for that Team but the right to sell Sponsor Messages shall be retained by VWSE and in the event VWSE is unwilling of unable to sell Sponsor Messages for the DVD for that Team, Athletic Department may sell said Sponsor Messages and any revenue collected shall be included in the Adjusted Gross Revenue for that Contract Yeer. 2.8 Programs and Other Printed Material. 2.8.1. Programs. A. VWSE shall have the exclusive worldwide right to print and publish and distribute and sell (i) men's football game Programs and men’s and women's basketball game Programs for all home Games and those Games designated as home Games although played on a neutral site, during the regular season, and (ii) for all other home Athletic Events and those designated as home Athletic Events although played on @ neutral site during its regular season which VWSE elects. All costs of preparing, printing and vending such Programs will be included in Athletic Department Project Expenses. All costs shall be preapproved by Athletic Department. Notwithstanding the foregoing, VWSE consents to the marketing and sale by University Sports Publications ("USP") or another vendor that provides substantially similar services of ads for placement in Programs pursuant to the existing agreement (or extension, amendment or substitution agreement) between Athletic Department and USP, a copy of which Athletic Department has provided to VWSE. Alll revenue generated for Athletic Department from the sale of such ads by USP or other vendor shall be included in Gross Revenue for the purpose of calculating Adjusted Gross Revenue. B. VWSE will produce at Athletic Department's expense (not to exceed the ‘amount set forth in Schedule 4.1.3 B without the Athletic Department's consent) such number of Programs or flip cards for football and men’s and women’s basketball games in an amount no less than the historical number Programs or flip cards provided during the 2014 - 2015 Athletic Year. C. fi) The Programs will be produced in a form, size and manner mutually ‘agreed upon by Athletic Department and VWSE. Athletic Department shall provide and edit all written content that is required for each Program. Athletic Department retains final editorial control and ownership of all content, but not Sponsor Messages, for each Program. Inserts will not be used in any Program without approval of VWSE, Athletic Department shall supply to VWSE, editorial content, material, black and white and/or color photographs, front cover materials and meet other reasonable requests of \VWSE for editorial resource materials for any Program produced and published by VWSE. Athletic Depart- ment's sports information director or his/her representative and other Athletics Department personnel will be available for consultation at all reasonable times. (ii) Cover design and editorial/photographic Standing Material for any Programs produced by VWSE will be determined by Athletic Department prior to each academic year. VWSE and Athletic Department will mutually agree no later than forty five (45) days in advance of the first home Game for the sport for which VWSE produces a Program, to a delivery schedule to VWSE of the selected cover design and Standing Material. Athletic Department shall have a mutually agreeable number of Variable Pages in each Program published by VWSE. Variable Pages to be used in the Programs for a given Game shall be delivered to VWSE, or VWSE's designated representative, as follows: (a) features, rosters and photos shall be delivered no later than ten (10) working days preceding such Game end (b) "Today's Game", updated statistics and other final changes shall be delivered no later than five (5) working days preceding such Game. Changes or corrections at the final proofreading stage before Program printing shall be made promptly and at the sole expense of Athletic Department unless such changes are the result of an error by VWSE or its designated representative(s) in the reproduction of change information. (v)_— Athletic Department shall provide rough layouts of the Programs with final design mutually agreed upon by the parties. High standards of editorial and advertising copy excellence shell be maintained, consistent with accepted levels of printing and media industries. Lack of quality due to photographic density, second generation negatives, and scheduled changes shall be held to a minimum, but when necessary, will be accepted as best available. VWSE shall be responsible for any and all reprints and shall bear the cost thereof, unless such reprint is caused by an act or omission of the Athletic Department. If the Athletic Department has given its approval to print copy and reprinting is required because of copy error, VWSE and Athletic Department shall each bear 50% of the cost of reprinting. If use of an outside printer is necessary, \VWSE shall have the right to determine the area printer to be used in the final production of the Programs and will notify Athletic Department of that printer prior to use thereof. This subparagraph applies to all Sponsor Messages to be included in the Programs. (vi) Athletic Department agrees to mest with VWSE's publishing staff, at least annually, to set dates by which copy for the Programs will be supplied to VWSE, and if copy is not timely suppiied, VWSE will provide copy. D. Subject to the terms of Existing Agreements, VWSE will have the exclusive rights to sell all Sponsor Messages in all Programs at Athletic Events held at the Athletic Facilites. WWSE will have the exclusive right to serve as the sole and exclusive vendor for the Athletic Department's Program sales pursuant to this Agreement. If VWSE elects to serve as vendor, VWSE shall be responsible for all vending operations which it has elected to operate to include staffing, selling, collecting and accounting for Game Programs which it produces. VWSE end Athletic Department will cooperate with each other to arrange all contracts with vendors, suppliers, sponsors, media users and the like and all other Production elements relative to all Game Programs that VWSE produces. VWSE shall have the right to sell Programs at such locations within Athletic Department's Athletic Facilities and at other Athletic Department facilities which, in VWSE's reasonable determination, will maximize the exposure and sales of the Programs. Athletic Department will make available for VWSE's use dry, safe, secure and convenient storage space to store the Programs to which VWSE shall have access at all times. Any revenue generated by the sales of the Programs shall be included in the Adjusted Gross Revenue. VWSE shall be responsible for all costs of staffing and selling Game Programs which it produces at Athletic Events at Athletic Facilities for which a Team is considered the home team and shall not charge Athletic Department any additional fees for acting as vendor of the Programs. 2.5.2 Pi rights to the following printed promotional items: ited Promotional Items. Athletic Department grants VWSE the exclusive A. VWSE will have the exclusive right to sell Sponsor Messages on or in all Athletic. Department's Printed Materials, subject to Athletic Department, Conference and NCAA rules, regulations and 8 policies, Athletic Department will be responsible at its cost for producing, distributing and selling all Printed Materials. Any cost which shall exceed the total as shown on Schedule 4.1.3.8 shall be approved by Athletic Department. The design and editorial content for Printed Materials shall be mutually agreed upon by Athlotie Department and VWSE. B. From time to time, Athletic Department or University, in its sole and absolute discretion, may issue newsletters and other publications thet relate to athletics or the Athletics Department. The Athletics Department will use reasonable efforts to ensure that VWSE is afforded an opportunity, if feasible, to incorporate Sponsor Messages and sponsor logos in such publications. 2.5.3 Alternative Promotional Material Technology. If Alternative Promotional Materiel Technology comes into existence or available or becomes economically feasible during the Term of this Agreement, the right to sell Sponsor Messages and derive any other related sources of income from the Alternative Promotional Material Technology shall belong exclusively to VWSE throughout the Term and VWSE, after consultation with Athletic Department, may eliminate or phase out the use of Programs and/or other Printed Material and replace it with the Alternative Promotional Material Technology. The costs associated with Alternative Promotional Material Technology shall be paid by Athletic Department, provided said costs are approved by Athletic Department. 2.6 Sponsorship Program. Subject to the Grant Exclusion, Athletic Department grants to VWSE the exclusive worldwide Tights to organize, develop and market a sponsorship program for the Athletic Department Multi Media Rights granted under this Agreement ("Sponsorship Program"). Such Sponsorship Program shall include, but not be limited to, seeking corporate and other Sponsors for or on or in: {i) Broadcasts of Games and Coaches’ Shows on television, radio and any other Broadcast Medium; (i) computer on line service, CD Rom and/or other Internet Apps and interactive media rights; (ii) Programs and Printed Materials; (iv) Signage; and (v) all other rights relating to sponsorships, promotions, advertisements and branding of, and related to, Athletic Department's Athletic Events which may include, among other things, Signage, product sampling, couponing, display booths, tabling rights, other activation activities, public address announcements, in game promotions, hospitality events and provided that the Athletic Department grants prior approval, the limited rights to use and license the use of the Athletic Department Marks. VWSE must receive prior approval from the Athletic Department for all ‘sponsors and content and participants to be included in the Sponsorship Program. 2.6.1 Game Sponsorship Packages. A, In addition to the rights to secure multi-year and/or season long sponsorships, VWSE shall have the exclusive worldwide rights, subject to the Grant Exclusion, to sell Sponsorship Program packages for any Athletic Department football Gamos and/or men's or women's basketball Games andjor other Athletic Events to include, without limitation, the following: (i) @ reasonable number of tickets and parking passes to any sponsored Athletic Event, supplied by Athletic Department at no cost to VWSE, all of which shall be in a “reserve” location with @ view to their distribution by VWSE to an Athletic Event Sponsor; (i) stadium public address announcements recognizing the Athletic Event Sponsor; (i) exposure of an Athletic Event ‘Sponsor through other mutually agreeable pregame and halftime activities, on court and on field events, time outs, halftime, quarter and period break sponsored messages and promotional activities; (iv) the right to distribute, display and sample premiums, products or merchandise (including any coupons related thereto) of a Sponsor at an Athletic Event; (v) sponsored contests, sweepstakes, entertainment acts and other activation events, (vi) all rights to promote the Athletic Event sponsorships on University’s campus; (vii) Athletic Depart- ment radio commercials; and (vii) access to all Marks in accordance with Section 2.10. Athletic Department shall use its best efforts to ensure that Sponsors are granted at least “reserve” rights in connection with seat allocetion and parking. Notwithstanding the foregoing, Athletic Department shall retain the exclusive rights to assign, sell, lease and grant stadium suite seating and the associated identifying signage on the door or exterior of the suite, subject to the provisions of Section 2.6.2, and any payments, donations or fees shall not be included in the Adjusted Gross Revenue. B, The rights granted to VWSE in this Agreement including but not limited to this, Section 2.6.1, are specifically limited those Athletic Events held at the Athletic Facilities wherein an Athletics Department Team is participating in an Athletic Event or is one of several teams participating in a multi game tournament or other event, except as otherwise provided in Section 2.8 or elsewhere in this Agreement. Athletics Department specifically reserves for itself the right to promote, sell, market and engage in marketing, sponsorship and promotional activities, or to grant such rights to a third party (without notice to VWSE) for all events that do not fall under the definition of Athletic Events, including, without limitation, all non-intercollegiate competitions, banquets, tournaments and auctions and other events (even if Athletics Department's teams or athletes are participating) ("Non-Intercollegiate Exclusion"). All revenue generated and expenses incurred which are associated with the Non-Intercollegiate Exclusion shall remain the sole property of and obligation of the Athletics Department and shall not be included in the calculation of the Adjusted Gross Revenue. Any signage or other marketing elements located at or installed in the Athletics Facilities pursuant to this Agreement may be covered of removed for any Non-Intercollegiate Exclusion event. Athletic Department shall use its commercially reasonable efforts to provide prior notice to VWSE that the signage or other elements will be covered. 2.6.2 Naming Rights. A. Athletic Department grants VWSE, subject to the Grant Exclusion, the exclu- sive worldwide right to obtain naming/sponsorship rights for those facilities listed on Schedule 2.6.2 annexed to this Agreement. If a naming rights agreement for an Athletic Facility element in effect on the date of this Agreement terminates during the Term for any reason, or if an Athletic Facility element not in existence on the date of this Agreement shall come into existence during the Term or if an Athletic Facility element or portion thereof not yet named becomes available for naming, Schedule 2.6.2 automatically shall be deemed amended to include such Athletic Facility element (or portion thereof) and the rights of VWSE under this ‘Agreement shall apply to such Athletic Facility element. Revenues generated from a naming/sponsorship rights arrangement from any facility listed on Schedule 2.6.2 shall be included in Adjusted Gross Revenue. Within ninety (90) days following execution of this Agreement, VWSE shall provide Athletic Department a schedule of the estimated value of inventory that would be included in a naming rights agreement for naming rights facilities listed on Schedule 2.6.2. B. _ Notwithstanding the provisions of Section 2.6.2 A, Athletic Department may include naming/sponsorship rights for an Athletic Facility element listed on Schedule 2.6.2 as part of a naming/sponsorship opportunity package provided to an Athletic Department philanthropic donor provided that (i) the Athletic Facility element included in the naming/sponsorship package has not already been sold or otherwise committed to another sponsor or advertiser, and (ii) if the philanthropic donor is a business (rather ‘than an individual), only the business name and not the business logo or other trademark or tradedress may be displayed at the Athletic Facility. If all of the conditions of Section 2.6.2 B are met, the donation provid- ed to Athletic Department shall not be included in Gross Revenue for purposes of calculating Adjusted Gross Revenue under thissAgreement, ©. Notwithstanding the provisions of Section 2.6.2 A, {i) a current Athletic Department football stadium suite holder that has identifying signage outside the suite may maintain that signage for so long as it continues as the holder of that suite, and {ii) if Athletic Department sells an Athletic Department football stadium suite to a business that is a direct competitor of a then existing sponsor of an Athletic Department program or asset and that existing sponsor has been granted category exclusivity, then the suite holder may display its name out not its logo or other trademark or tradedress on the exterior of the suite. D. _ Notwithstanding Section 2.6.2 A, Athletic Department is not granting VWSE the exclusive worldwide right to obtain naming rights for an entire building or field or court or for any naming Tight agreement or Athletic Facility element listed on Schedule 2.1.1 or any replacement thereof, and if \VWSE has a potential naming right partner or sponsor for an entire building or field or for a Schedule 2.1.1 Athletic Facility element it may pursue such opportunity only with the prior approval of, Athletic Department 10 in its sole discretion and upon terms and conditions to be agreed upon between VWSE and the Athletic Department. 2.6.3 Game Day Hospitality Rights. Athletic Department grants VWSE the exclusive worldwide rights to manage and sell corporate and other hospitality opportunities associated with the Multi Media Rights granted herein and provided said hospitality opportunities solely benefit the Athletic Department ‘and no other part of the University. 2.6.4 At Event Rights. Without limiting the rights set forth elsewhere in this Section 2.6 and subject to the Grant Exclusion, Athletic Department grants VWSE the exclusive worldwide Tight to sell sponsorships, sponsorship packages and Sponsor involvement and offer/sell tickets, meals, beverage vouchers and conduct other Promotional Activities for “at event” activities ("At Event Activities") such as "fan festivals” and/or interactive fan festival activities ("At Event Rights"); provided, however, that Sponsors shall not be permitted to sell food or beverages or permit significant sampling of food or beverages at an At Event Activity without approval of the Athletic Department's Food Service Provider and Athletic Department. 2.6.5 Athlotic Department Support. Athletic Department will provide the following support to assist VWSE's Sponsorship Program efforts and efforts to exercise its other rights under this Section 26. A. Athletic Department will make available, without expense to VWSE, the reason: able services of its Coaches and other members of the Athletic Department for any Promotional Activity or advertising of and relating to the Athletic Department which the Athletic Department has approved in connection with any Sponsorship Program. VWSE shall furnish to the Athlotic Department, for its approval, a written description of the anticipated scope of the personal services of each Coach or personnel which VWSE projects will be necessary for the forthcoming promotion, endorsement or other Sponsorship Program event. B. Athletic Department shall use commercially reasonable efforts to inform VWSE of events it hosts at the University for its donors and sponsors sufficiently in advance so as to enable VWSE to invite VWSE secured sponsors under this Agreement to such events. Athletic Department shall bear the reasonable cost of hospitality at the event for any VWSE secured sponsor. ©, Athletic Department will provide at VWSE's cost a reasonable number of autographed footballs, basketballs, game equipment from other sports in which a Team competes, media guides, team photos, souvenirs and other memorabilia and/or Team related items which VWSE reasonably may request for the benefit of any Sponsors secured by VWSE and shall be deemed a Specified Expense as shown on Schedule 4,1,2, and subject to Athletic Department's consent Athletic Department will also provide to VWSE at ho cost to VWSE extra tickets, perking passes and other amenities for promotional purposes when available. D. Subject to each Coach's contractual sponsorship obligations, if any, Athletic Department will use commercially reasonable offorts to have its Coaches cooperate with VWSE should \VWSE request that a Coach endorse a product or appear at a Sponsor function that is beneficial to maximize the income from the rights granted under this Agreement. VWSE acknowledges that Coaches shall not be required to endorse any particular product. 2.6.6 Marketing to Existing Corporate Sponsors. Subject to the Grant Exclusion, Athletic Department agrees that VWSE has the exclusive worldwide right to sell existing Sponsors media and ‘other Sponsor Message rights associated with and related to the Promotional Activities and any and all Programs ‘or other Printed Materials. Subject to the Grant Exclusion, all existing sponsor agreements (other than those agreements included in the Grant Exclusion) with Athletic Department's Sponsors shall be subject to this Agreement and Athletic Department agrees to execute any documents reasonably deemed necessary by VWSE to assign such agreements and to otherwise take all necessary actions required of the Athletic Department to fulfil and perform such sponsorships. " 2.6.7. Tickets, Parking and Other Merchandising/Hospitality. A. During each Contract Year, Athletic Department shall provide VWSE, at no additional cost to VWSE, tickets to men's football and men’s and women's basketball games and other Athletic Events which VWSE may designate up to the Base Ticket Amount. All such tickets shall be in reserved seating areas. If VWSE wishes to purchase additional tickets above the Base Ticket Amount for use for Sponsors or otherwise in connection with services provided under this Agreement, VWSE shall have the right to purchase tickets in the best available locations at the best available prices (but not to exceed the face value of the tickets). Athletic Department shall provide VWSE at no additional cost to VWSE parking passes for the tickets provided pursuant to the first sentence of this paragraph. B. During each Contract Year, VWSE shall have the right to purchase mutually agreed upon number of tickets to the following: (i) tickets to the first two (2) rounds of the Division | NCAA Tournament in which the Athletic Department football and men’s and women’s basketball teams participate; (ii) tickets to the regional rounds of the Division | NCAA Tournament in which the Athletic Department men's and women’s basketball teams participate; (ili) tickets to the Division | NCAA Final Four in which the Athletic Department's men's and women’s basketball teams participate; and (iv) any post season bowl or CFP Semi final or Championship Game in which the Athletic Department's football team participates. If surplus tickets for any of the above events are available, as reasonably determined by Athletic Department, VWSE shall be given the opportunity to purchase additional tickets. Each Contract Year of this Agreement, Athletic Depart- ment also agrees, subject to availability, to provide VWSE with four (4) tickets to the NCAA Division 1 Men’s Basketball Final Four and NCAA Division 1 Women’s Basketball Final Four games, to be purchased by VWSE at face value. Athletic Department also agrees to provide VWSE with tickets, to be purchased at face value, in such number as shall be mutually agreed upon between Athletic Department and VWSE prior to the event, for the men’s and women's basketball National Invitational Tournament and/or any other Athletic Department Games Athletic Events for which VWSE wishes to purchase tickets. VWSE shall Inform any recipient of such tickets that the Athletic Department does not permit the recipient to assign, sell or gift any tickets to another Person without prior authorization of Athletic Department. C. —_VWSE will have the right to use tickets in its retail promotions and all its programs which arise directly from VWSE’s rights under this Agreement. The Parties agree not to allow the use of Athletic Department event tickets by third parties for promotional purposes that specifically compete with VWSE’s sponsorship sales efforts without the written approval of VWSE. Notwithstanding the for going, the Athletic Department may offer tickets in exchange for sponsorships, for the promotion of licensing merchandise on a limited basis, and for marketing incentives to increase attendance (in each case so long as Athletic Department is otherwise permitted to market, sell or promote such sponsorships, licensing merchan- dise or incentives under this Agreement). The foregoing shall not include the use of tickets in conjunction with a corporate sponsorship or promotion. For example, if a television station is provided with fifty (50) tickets to an Athletic Department basketball game in exchange for the station promoting the game on behalf of Athletic Department, the station may offer a specified number of complimentary tickets to listeners who call into the station but may not the tickets to a sponsor of the station. Athletic Department agrees to place ‘an appropriate notice on all athletic event tickets in order to give effect to the foregoing. If despite such restriction, tickets are not used for an approved use and Athletic Department recovers any revenue received by station from a nonapproved use such revenue Athletic Department receives shall be included in Adjusted Gross Revenue. 2.7 Signage. 2.7.1 Subject to the Grant Exclusion and Section 2.6.1, Athletic Department grants VWSE the exclusive worldwide rights to sell or otherwise arrange for the right to place Sponsor Messages on all existing as well as all future Signage in, on or about all Athletic Department Athletic Facilities. A nonexhaustive list of current Signage at Athletic Department's Athletic Facilities is set forth on Schedule 12

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