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FOOTBALL GAME AGREEMENT This Agreement (“Agreement”) is entered into by and between THE FLORIDA STATE UNIVERSITY BOARD OF TRUSTEES, a public body corporate of the State of Florida (“FSU”), for an on behalf of its Intercollegiate Football Program and THE UNIVERSITY ATHLETIC ASSOCIATION, INC., a Florida Not for Profit Corporation (“UAA").. In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the parties, intending to be legally bound, agree as follows: 1. Purpose: The purpose of this Agreement is to confirm the arrangements and conditions for playing a series of football games between Florida State University (for games played in Tallahassee, the “HOME TEAM”, and for games played in Gainesville, the “VISITING TEAM”) and University of Florida (for games played in Gainesville, the “HOME TEAM”, and for games played in Tallahassee the “VISITING TEAM"). 2. Event: The parties shall cause their Football Bow! Subdivision ("FBS") varsity football teams to participate in football games (“Games” or “Game”) against each other in accordance with the terms of this Agreement. The Games shall be played on the dates and at the locations set forth below: DAY DATE TIME LOCATION SATURDAY NOVEMBER 30,2019 TBD GAINESVILLE, FL SATURDAY, NOVEMBER 28,2020 TBD TALLAHASSEE, FL. SATURDAY NOVEMBER 27, 2021 TBD GAINESVILLE, FL SATURDAY, NOVEMBER 26,2022. TBD TALLAHASSEE, FL 3. Rules: The Games shall be governed by the rules and regulations of the National Collegiate Athletic Association (hereinafter "NCAA"), the applicable conference and the institutional rules of the HOME TEAM as then in effect at the time of the Game. 4. Eligibility of Team Members: The eligibility of all players to participate in the Games shall be governed by the rules and regulations of the NCAA and the applicable conference and institutional rules of each party as then in effect at the time of each respective Game. 5. Game Officials: On-field and replay officials (collectively “Officials”) for the Games shall be assigned by the VISITING TEAM conference, and paid by the HOME TEAM. Additionally, if the VISITING TEAM conference operates a collaborative replay center hosted outside the Game venue, the HOME TEAM shall pay any actual and necessary costs associated with transmission of the replay feed to the VISITING TEAM’s conference replay center. 6. Compensation of Visiting Team: The HOME TEAM shall pay the VISITING TEAM the fixed sum of Five Hundred Thousand Dollars ($500,000.00) to be paid on or before February 1", following the date of each Game under this contract. Except for this fee, the VISITING TEAM shall be entitled to no other or additional payments from the HOME TEAM in connection with the Game. 7. Tickets: Ticket prices shall be set by the HOME TEAM. The VISITING TEAM shall be allotted six thousand (6,000) tickets for each Game of which two thousand (2,000) tickets shall be located in the lower bowl of the stadium. The VISITING TEAM shall return all unsold Consigned Tickets to the HOME TEAM in sufficient time to permit their sale by the HOME TEAM prior to the Game, but in no circumstances later than the schedule set forth below in this section 7. The VISITING TEAM shall remit to the HOME TEAM payment equal to the aggregate face value of the Consigned Tickets sold or distributed by the VISITING TEAM, or otherwise not timely returned to the HOME TEAM as described in this section 7, not later than sixty (60) days after the date of invoice. The parties agree that the VISITING TEAM may return allocated but unsold Consigned Tickets to the HOME TEAM in accordance with the following schedule: a. Date tickets are released to Close of Business on September 30 immediately prior to the date of the Game: 6,000 tickets b. October 1 immediately prior to the date of the Game to October 31imm« prior to the date of the Game: no more than 500 tickets ely c. November | immediately prior to the date of the Game until the day prior to date of Game: no more than 100 tickets 4d. Date of the Game until three days following the date of the Game: no more than 50 tickets Unsold tickets may not be returned later than three days following the date of the Game. All allocated tickets shall be returned via overnight mail or hand delivery to the HOME TEAM no later than close of business on the date specified in the above schedule. Further, the VISITING TEAM shall conduct all sales of Consigned Tickets in compliance with applicable federal, state and local law. Cheerleaders and mascots for each institution shall be admitted to each Game without charge when in uniform. However, seating for the VISITING TEAM’s band (which shall be in a contiguous blocked location) shall be purchased from the Consigned Tickets allotment. Additionally, the VISITING TEAM shall be provided (i) use of one (1) stadium suite, the location of which shall be determined by the HOME TEAM; and (ii) sixty (60) team bench area passes (or the maximum number permissible by NCAA guidelines at the time of the Game). All such team bench area passes shall be subject to the requirements set forth in the NCAA football playing rules and distributed in accordance with the HOME TEAM's ‘operational guidelines and policies. Assigned VISITING TEAM personnel shall wear team bench area passes at all applicable times, 8, Radio, Television, and Media Rights: Radio Rights: The HOME TEAM (or its conference) for each Game covered by this Agreement owns and retains, and is entitled to retain all revenues derived therefrom, all rights to create and distribute live or delayed audio-only coverage of such Game, provided that the VISITING TEAM may create and distribute, on a non-exclusive basis, and retain the revenues derived therefrom, its own audio-only full-game account of the Game for distribution by the VISITING TEAM’s regular season radio broadcasting network via terrestrial radio, satellite radio, internet and other digitally distributed means. The HOME TEAM for each Game shall provide to the VISITING TEAM one radio outlet location for the aforementioned broadcast, b. Television istribution Rights: Except for the radio rights described in clause (a) above, the conference of the HOME TEAM for each Game covered by this Agrcement exclusively owns and retains, and is entitled to retain all revenues derived therefrom, all rights to televise or otherwise distribute audio, video or audiovisual coverage of such Game and any and all portions of such Game (whether live or delayed and including re-airs and highlights) throughout the universe by any and all means, uses, and media now known or hereafter developed. If and to the extent the VISITING TEAM has or will have any such rights, the VISITING ‘TEAM irrevocably assigns, conveys, and transfers all of such rights to the conference of the HOME TEAM in perpetuity. Notwithstanding the foregoing, (i) the VISITING TEAM and its conference shall have the non-exclusive rights to create and distribute coach’s films of each Game for use solely by the VISITING TEAM, professional sports leagues and other colleges and universities solely for coaching and scouting purposes (and for no other purpose, including for general distribution on any linear or digital network), and (ii) if the respective conferences of the institutions party to this Agreement enter into a separate agreement describing the rights of a visiting team (and/or its conference) to distribute audiovisual coverage of a game played between institutions from such respective conferences, and such agreement remains in full force and effect when any Game covered by this Agreement occurs, the VISITING TEAM (and/or its conference) for such Game shall have the rights as described in such agreement, ¢, Other Rights: The VISITING TEAM for cach Game covered by this Agreement hereby authorizes the HOME TEAM (and its conference) to use (and to authorize cach entity effecting or facilitating the telecast or other distribution of such Game to use) the trademarks and logos of the VISITING TEAM to promote and publicize such Game and the participating teams and institutions, provided that such trademarks and logos must not be used as an endorsement of any product or service or in connection with any political cause or candidate. 4. Controlling Language: To the extent that this section conflicts or is inconsistent with any other language or provision in this Agreement, the terms and content of this section shall control and supersede any other such language or provision. 9, Game Operations, Concessions, Parking, Program, and Other Revenue: The HOME TEAM shall manage the Game and shall be responsible for arranging and conducting the ticket sales, advertising and other details of such Game. Except as expressly provided herein, the HOME TEAM shall, at its sole expense, provide the field, ushers, box office personnel and all such other facilities and personnel typically associated with an intercollegiate football game. The HOME TEAM shall have at least one (1) medical doctor and ambulance with emergency 10. ML. 12. 13, 14. personnel at the Game site immediately before, during and after, each Game. As between the Parties hereto, the HOME TEAM shall have the exclusive right to sell game programs and to ‘operate concessions and parking related to the Game. Except to the extent expressly described in this Agreement to the contrary, any and all revenues from the Game, game program sales, game concessions and parking and other game-related operations and activities shall be the sole property of the HOME TEAM. Arrival of Teams: The teams shall present themselves at the site of the Game, prepared to play, at least thirty (30) minutes before the time advertised as the starting time for each Game, Exclusivities: To the extent commercially reasonable and then customary in intercollegiate football games, the VISITING TEAM shall honor and abide by all of the HOME TEAM's obligations and commitments to sponsors and suppliers, including but not limited to exclusivity arrangements entered into between the HOME TEAM and third parties regarding items to be utilized, made available, offered, sold, acknowledged or associated with the HOME TEAM and its home game facility. The foregoing notwithstanding, the VISITING TEAM shall be permitted to use any and all product and equipment on its sidelines of the football field that are normally used by it on its home field sidelines, and in conjunction with such use, may display the product or equipment name, logo, image, slogan or identifying marks in a safe and responsible manner. In addition, game personnel of the VISITING TEAM (coaches, players, trainers, equipment managers, etc.) who must be on the field or sidelines will be permitted to wear any brand name clothing or equipment and to display any product or equipment name, logo, image, slogan or identifying marks as are customary of it on its home field. Impossibility: If, prior to the start of a Game, it becomes impossible to play the Game for reasons of power failure, strikes, severe weather conditions, riots, wars, or other unforeseen catastrophes or disasters or circumstances beyond the control of a party hereto, the Game shall be canceled, and neither party hereto shall be responsible to the other for any related loss or ‘damage. Cancellation of a Game solely under this section 12 shall not be deemed a breach of this Agreement, and sections 13 and 14 below shall not apply. Notice of such a catastrophe or disaster shall be given as soon as possible. The punishment or sanctioning of a party by the NCAA or its relevant athletics conference shall not be considered "beyond the contro!" of the sanctioned party and shall not relieve the sanctioned party of its obligations, including financial obligations, hereunder. Breach: In the event that a party fails to meet the criteria established by the NCAA for FBS membership in effect at the time of a Game or fails to play a Game (other than as expressly described in section 12, above), the failure will be considered a breach of this Agreement by such party and section 14, below, shall apply. Damages: It is agreed by the parties hereto that the actual damages that might be sustained by reason of the failure of a party to meet the criteria established by the NCAA for FBS membership in effect at the time of a Game or to participate in a Game (other than as expressly described in section 13, above) are uncertain and would be difficult to ascertain. It is further agreed that if'a party to this Agreement should breach this Agreement by failing to meet the criteria established by the NCAA for FBS membership in effect at the time of a Game or by failing to participate in the scheduled football Game set forth herein, the sum of One Million Five Hundred Thousand Dollars ($1,500,000.00) would be reasonable and just compensation for said breach, and the breaching party hereby promises to pay such sum to the non-breaching party as liquidated damages, and not as a penalty, in the event of such material breach. In such case, the said payment shall be the sole and exclusive remedy of the non-breaching party. Such payment shall be due within sixty (60) days of the breach and shall be paid regardless of whether the non-defaulting party is able to find a replacement opponent to play on the date(s) which the Game(s) were to be played by the parties 15, Integration/Amendments: This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes in all respects all other prior and contemporaneous understandings and agreements whether written or oral. No amendment to this Agreement shall be valid unless reduced to writing and signed by both parties hereto, 16. Compliance with Law: In performing hereunder, each party shall comply with all applicable laws, rules, regulations and ordinances, 17. Interpretation: This Agreement shall be interpreted in accordance with the laws of the State of Florida. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by reason or any party having, or being deemed to have, drafted or dictated such provision. Further, the headings’section titles of this Agreement are for convenience of reference only and shall not in any way be utilized to construe or interpret the agreement of the parties as otherwise set forth herein 18, Waiver: The failure at any time of any party to demand strict performance of another party of any of the terms, covenants, or conditions set forth in this Agreement shall not be construed as waiver or relinquishment thereof, and any party may at any time demand strict and complete performance of any other party of such terms, covenants, and conditions. 19, Severability: The unenforceability or invalidity of any provision of this Agreement shall not affect any other provision of this Agreement and this Agreement shall continue in full force and effect and be construed as if such provision had not been included. 20. Notices: Any notice to either party hereunder must be in signed by the party giving it, and shall bbe delivered by hand or by overnight courier or by U.S. Postal Service, certified mail, and addressed as follows: To FSU: Director of Athletics Florida State University 403 Stadium Drive West Tallahassee, FL 32306 To UAA: Director of Athletics University of Florida 121 Gale Lemerand Drive Gainesville, FL 32611 21. Assignment: Neither this Agreement, nor any portion thereof, may be assigned by either party hereto without the prior written consent of the non-assigning party. In witness thereof, and intending to be legally bound, this Agreement has been duly executed by the authorized representatives of each of the parties hereto on the respective dates specified below. FLORIDA STATE UNIVERSITY BOARD OF TRUSTEES Ye oh ‘THE UNIVERSITY ATHLETIC ASSOCIATION, INC. By: St hill Print Dawid Cou aw Title: LWT. ATHLETICS oiREcTon Date: 5/¢/2019 ‘As tofeem an egal suiency ite ‘Associate General Counsel Fria State Unverty Teele e a) Title: Anwenes Dieecrer. Dae: 5/4/14

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