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UNIVERSITY OF GEORGIA and FLORIDA STATE UNIVERSITY FOOTBALL GAME AGREEMENT This Football Game Agreement (hereinafter referred to as this “Agreement’) is entered into as of this_day of 2019 by and between Florida State University ("FSU") and the University of Georgia Athletic Association, Inc, a not-for-profit Georgia Corporation (“UGA”), (UGAA and FSU are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party’). For and in consideration of the mutual promises and covenants set forth herein, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: SECTION |, TERM The term of this Agreement is dated effective as of the date fully executed by both Parties and, unless earlier terminated in accordance with the terms hereof, shall terminate on February 15, 2029. SECTION I. DATES OF COMPETITION FSU and UGAA will have their respective men’s intercollegiate varsity football teams meet ‘on the following date(s) at the site(s) and in the Cities indicated below and compete against each ‘other in games of football (each a “Game” and collectively the “Games”). The Party in whose stadium the Game is being played shall be deemed the “Host Institution” for that Game and the Party that is traveling to play in the Game in the Host Institution's stadium shall be deemed the “Visiting Institution” for that Game. The Host Institution shall be responsible for managing each Game. The Game(s) shall be played on the following dates at the site indicated: Date Site September 4, 2027 Doak Campbell Stadium Tallahassee, Florida September 16, 2028 Sanford Stadium Athens, Georgia For the Game to be played on September 4, 2027, FSU shall be designated as the Host Institution and UGAA shall be designated as the Visiting Institution. For the Game to be played on September 16, 2028, UGAA shall be designated as the Host Institution and FSU shall be designated as the Visiting Institution, SECTION Il GOVERNING RULES Each Game will be played in accordance with and governed by the applicable bylaws and rules of the National Collegiate Athletic Association ("NCAA") and the Host Institution's conference, SECTION IV. PLAYER ELIGIBILITY The eligibility of all players who are to participate in the Game(s) on such date(s) shall be determined by the rules and regulations of the NCAA and the conference in which each Party is a member. SECTION V. GAME OFFICIALS Game officials will be appointed and provided by the Host Institution conference. Fees and expenses of the officials shall be paid by the Host Institution. SECTION VI. GUARANTEED PAYMENTS AND EXPENSES For and in consideration of its participation in each Game, the Host Institution in each Game shall pay to the Visiting Institution the sum of Two Hundred Fifty Thousand Dollars ($250,000) for playing the Game. Payment to the Visiting Institution shall be made by the Host Institution by ‘the 30 day of January immediately following the playing of the Game. Further, Visiting Institution shall be responsible for: (1) its expenses in: (a) traveling to and from and lodging at the site of the Game; and (b) participating in the Game; and (2) paying Host Institution for the Visiting institution Tickets (as hereinafter defined) in accordance with this Agreement. Except for the Guaranteed Payments, no other compensation or consideration shall be payable or provided to the Visiting Institution for its participation in the Game. For avoidance of doubt, no Guaranteed Payment shall be owed by Host Institution in the event of either a Liquidated Damages Event (as hereinafter defined) or a Force Majeure Event (as hereinafter defined) if such Force Majeure Event causes cancellation of a Game. SECTION Vil ‘TICKETS AND ADMISSIONS 2 A. The Host Institution shall be responsible for establishing the price of tickets, for ticket printing, for selling tickets to the public, and for distributing tickets to the Visiting Institution to sell to its fans. The Host Institution shall be permitted to issue free tickets when deemed appropriate. The Host Institution may also issue passes or otherwise provide for free admission to radio, television, press, and other media personnel, and the uniformed or otherwise identifiable members of the cheerleaders, spirit groups, team mascot and handlers of Host Institution and Visiting Institution. B. Visiting Institution shall receive the right to purchase six thousand (6,000) tickets for the Game, which it may sell or otherwise distribute (such tickets provided by Host Institution to Visiting Institution are collectively referred to as the “Visiting Institution Tickets"). Visiting Institution may return any Visiting Institution Tickets by or before sixty (60) days before the applicable Game. Visiting Institution shall make payment to Host Institution for all Visiting Institution Tickets not returned to Host Institution by such date. Such payment for the Visiting Institution Tickets shall be determined by multiplying the number of Visiting Institution Tickets not returned in advance of such date by the applicable ticket price established by Host institution for each such ticket. Payment for all such Visiting Institution Tickets must be made by Visiting Institution to Host Institution within ninety (90) days after conclusion of the Game. The seat location for all Visiting Institution Tickets shall be determined by Host Institution; further, the seat location will be in compliance with Host Institutions Conference regulations. Visiting Institution band seats, if needed, must come from the Visiting Institution Tickets, The Host Institution will provide information regarding the standard location of seats for a Visiting Institution's band members. SECTION Vill. ASSOCIATED IN-VENUE GAME ACTIVITIES ‘The rights to the income derived from all associated in-venue and on-site Game activities such as concessions, programs, souvenirs, soft goods, and parking shall belong to the Host Institution. SECTION Ix TELEVISION, VIDEO, FILM, INTERNET VIDEO STREAMING, A. Television 1. Visiting institution acknowledges and agrees that the Host Institution and/or Host Institution's conference own and retain al television, pay per view, satellite, cable, Internet, and other rights to tape, broadcast, rebroadcast, and otherwise distribute, license, exhibit, sublicense, televise, transmit, or retransmit the Game and any and all portions of the Game, in whole or in part, live or delayed, throughout the universe by any and all means, uses, and media now known or hereafter developed (including without limitation via local, regional, or national cablecast or over-the-air transmission, and including by video or audio streaming or other transmittal of actual events or portions or summaries thereof via the Internet)(collectively, 3 referred to herein as the "Broadcast Rights"). If and to the extent Visiting Institution has or will have any such Broadcast Rights, Visiting Institution irrevocably assigns, conveys, and transfers all such rights (including full ownership of all copyrights) to Host institution in perpetuity, and Host Institution accepts such assignment, conveyance, and transfer. (As used herein, the term “Internet” means a global information network consisting of interconnected, but independent, ‘computers including but not limited to, the World Wide Web.) 2. Visiting Institution shall have only those rights to distribute any video, visual, and/or audiovisual accounts of the Game, including without limitation highlights, that are specifically granted by Host Institution in a separate written agreement and as may be permitted by the terms of the agreements of Host Institution and/or Host Institution's conference in effect at the time of the Game. Accordingly, Host Institution shall notify Visiting Institution in writing within a reasonable time prior to the Game as to any rights (and associated terms and conditions) that Host Institution may grant to Visiting Institution to distribute any video, visual, and audio- visual accounts of the Game, including highlights. For the avoidance of doubt, Host Institution shall have no obligation to grant any such distribution rights in connection with a Game. 3. All credentials for media coverage of the Game shall be issued by Host Institution in its sole discretion and shall be further subject to those rules, regulations, terms and conditions established by the NCAA, Host Institution, and/or Host Institution’s conference 8. Distribution of Revenue. Host Institution shall have the exclusive right to retain any rights fee or royalty paid for the right to televise or otherwise distribute an audiovisual account of the Game. Should Visiting Institution be granted any distribution rights pursuant to subsection A2. immediately above, such written grant of such rights shall specify the manner in which any rights fee or royalty paid thereafter shall be handled C. The Host institution agrees to provide accommodations for the origination of any of the programs described herein and to provide adequate accommodations for telecast origination in accordance with the terms of this Agreement. D. All programs, films, videotapes, products, institutional promotional programming, marketing and other materials produced pursuant to this Agreement shall be governed by NCAA, rules and regulations, and the rules, regulations, and agreements of the Host Institution and Host Institution's conference. SECTION x. RADIO BROADCAST, INTERNET AUDIO STREAMING All radio distribution rights and other rights to create and distribute an audio-only account of the Game by means of any wired or wireless device using any means or method of distribution, whether now existing or hereafter developed, shall be the sole and exclusive property of the Host Institution, except that Host Institution grants a limited, non-exclusive license (with a limited right of sublicense as set forth herein) to Visiting Institution to create and distribute its own live audio- 4 only account of the Game, but only for distribution by means of: (1) the established network of terrestrial radio stations maintained by Visiting Institution; (2) satellite radio; (3) the Internet; and (4) subject to the prior review and approval of Host Institution, not to be unreasonably withheld, delayed, or conditioned, such other platforms for distribution of an audio-only account. of the Game as Visiting Institution may utilize for the season in which the Game is played. The receipts from such permitted audio broadcasts by Visiting Institution shall belong to Visiting Institution, Host institution agrees to provide, at no charge, reasonable space in its stadium for the radio personnel and equipment for Visiting Institution’s radio broadcast of its account of the Game. Such space shall be of a size and in a location consistent with that customarily provided by Host Institution to visiting teams. Visiting Institution shall be responsible for all of its equipment and expenses in connection with such audio broadcast of the Game. Except for the foregoing limited, non-exclusive license granted by Host Institution to Visiting Institution to create and distribute such audio broadcast as specifically set forth in the first sentence of this Section X, all other rights, privileges, and receipts from such audio accounts of the Game shall be reserved by and shall be the sole and exclusive property of the Host Institution. SECTION Xt SIDELINE PROVISIONS. AA. The Visiting Institution shall be allowed sixty (60) bench passes at no charge. These shall be in addition to the Visiting institution Tickets, and the free admission of cheerleaders, spirit groups, and team mascots. These passes are for use by coaches, trainers, and working personnel only, Bench passes must be worn by all personnel with the exception of varsity players in uniform. All bench passes will be restricted to the team area (between the 25-yard lines) of the playing field. B. The Visiting Institution may use any and all products and equipment on the sidelines of the football field that are normally used on the sidelines at Visiting Institution's home field 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 (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 on their respec home field sidelines SECTION Xt. INTELLECTUAL PROPERTY LICENSE Visiting Institution hereby grants to Host institution a limited, non-exclusive license to use and to sublicense use of the trademarks and logos of the Visiting Institution and, ifnecessary, the Game-related names and likenesses of the Visiting Institution's participants to promote and Publicize the Game (including without limitation in the Game broadcast), the participating teams and institutions, and for inclusion in the Game program which may be created by Host Institution and/or its licensee and to be vended by Host Institution and/or its licensee, provided that such 5 trademarks, logos, names, and likenesses must not be used as an endorsement of any product or service or in connection with any political cause or candidate, or in any manner prohibited by applicable NCAA rules and regulations. Host Institution shall not use the intellectual property of Visiting Institution without the prior review and written approval of Visiting Institution for each such use. Notwithstanding the foregoing, the rights granted in this Section shall not permit the Use of the intellectual property of Visiting Institution for use in connection with sponsorship for ‘a Game, which shall require the mutual agreement of the Parties, including agreement on specified terms and conditions for any such sponsorship. SECTION Xil. LIQUIDATED DAMAGES A. Unless cancellation of the Game is by mutual consent of the Parties which is in writing and signed on the same document by authorized representatives of both Parties or is due toa Force Majeure Event, in the event that the Game is not played because any of the following should occur: (1) a Party advises the other Party that it wishes to cancel the Game as scheduled or that it cannot participate in the Game under the terms and conditions hereof; or (2) a Party fails to participate in the Game and therefore fails to perform its obligations under either Section ll above or Section XIV below of this Agreement (either such event in (1) or (2) being referred to as 2 “Liquidated Damages Event”), the defaulting Party shall pay to the non-defaulting Party the amount of TWO MILLION DOLLARS ($2,000,000) for each cancelled or unplayed Game as liquidated damages (the “Liquidated Damages"). The Liquidated Damages shall increase to THREE MILLION DOLLARS ($3,000,000) for cancellation of the second scheduled Game if such second Game is cancelled following completion of the first scheduled Game. Ifa Party cancels multiple Games, the cancelling Party shall be responsible for paying the Liquidated Damages set forth above for the number of Games which are cancelled. By way of illustration but not limitation, if a Party cancelled both of the Games, such Party would be obligated to pay the sum of FOUR MILLION DOLLARS ($4,000,000) as Liquidated Damages. 8. The Parties have bargained for and agreed to this Liquidated Damages provision giving consideration to the fact that the unilateral cancellation or failure to appear and participate in the Game by one Party will cause the other Party to lose revenue and incur other consequential damages. The Parties acknowledge and agree that the damages caused by such Liquidated Damages Event are impossible or very difficult to calculate with certainty as of the effective date of this Agreement, that they intend to provide for damages in the event of such unilateral cancellation of @ Game or failure to appear and participate in a Game and that the Liquidated Damages constitute a reasonable pre-estimate of the probable loss that would result fram such event. The Parties further intend that the Liquidated Damages constitute compensation for the nnon-defaulting Party's inability to further rely on the benefits of this Agreement and do not constitute a penalty. The defaulting Party shall pay the Liquidated Damages to the non-defaulting Party within thirty (30) days of receipt by the defaulting Party of written notice from the non- defaulting Party for payment of such Liquidated Damages. The terms of this Section XIII shall survive the expiration or earlier termination of this Agreement. For clarity, neither Party shall be obligated to pay Liquidated Damages in the event that this Agreement is terminated due to a 6 Force Majeure Event. Payment by the defaulting Party of the Liquidated Damages is the non- defaulting Party's exclusive remedy for occurrence of the Liquidated Damages Event. SECTION XIV, FORCE MAJEURE In the event of an act of God, inevitable accident, fire, strikes or an event that is generally regarded as “force majeure”, which makes impossible or impractical the playing of the Game or which prevents the participation of at least one of the Parties in the Game (any such event being referred to herein as a “Force Majeure Event”), then: (1) the Parties will exercise their best efforts to attempt to reschedule the affected Game on a mutually convenient date during the season in which the affected Game was scheduled to be played; and (2) if, despite such efforts, the Parties do not reschedule the affected Game during the season in which it was to be played, then the Parties shall be relieved of their respective obligations under this Agreement with respect to the Game affected by the Force Majeure Event. The Parties shall negotiate in good faith in an effort toreschedule the affected Game for 2 future year to be determined no later than the conclusion of the football season in which the game was cancelled. For avoidance of doubt, in the event that the Game is not played on account of a Force Majeure Event and the Parties are unable to agree on rescheduling, Host institution shall have no obligation to make the Guaranteed Payment to Visiting institution, neither Party shall have the obligation to pay Liquidated Damages, and each Party shall be responsible for its own expenses incurred in preparation for the Game. Notwithstanding the foregoing or any other term or condition of this Agreement, none of the following shall constitute a Force Majeure Event: the imposition of a sanction by the NCAA (including without limitation prohibiting participation in a televised game) or by either Party's athletic conference; any self-imposed measure by a Party which affects such Party's ability to Participate in the Game; or the discontinuation of either Party's football program. Instead, occurrence of any of these events specified in the immediately preceding sentence that prevents such Party from participating in the Game under the terms and conditions of this Agreement shall constitute a Liquidated Damages Event. SECTION XV. INSURANCE A. The nature and extent of FSU’s insurance coverage is described on the attached Certificate of Insurance. FSU hereby represents and covenants that it will maintain the insurance coverage as described on the attached Certificate of Insurance throughout the term of this Agreement. 8, The nature and extent of UGAA’s insurance coverage is described on the attached Certificate of Insurance. UGAA hereby represents and covenants that it will maintain the insurance coverage as described on the attached Certificate of Coverage throughout the term of this Agreement. SECTION XVI. NoTICEs All notices required hereunder must be given in writing either by hand delivery or ai express courier or United States mail by certified mail, return receipt requested, to the addresses set forth below or to such other address as is later designated in writing by the appropriate Party in accordance with the provisions of this Section. Such notice shall be deemed given when actually received or when attempted to be delivered to the proper address as provided herein and such delivery is unsuccessful ADDRESS FOR NOTICES FOR UGAA: ADDRESS FOR NOTICES FOR FSU: University of Georgia Athletic Association, Inc. Florida State University Butts-Mehre Heritage Hall Department of Athletics 1 Selig Circle 403 Stadium Drive West Athens, Georgia 30603 Tallahassee, Florida 32306 Attention: Director of Athletics Attention: Director of Athletics SECTION Xvi MERGER AND AMENDMENT ‘This Agreement constitutes the entire agreement between the Parties with respect to the Games and no prior or contemporaneous agreement, written or oral, will be effective to vary the terms of this Agreement. No amendment to this Agreement will be effective unless reduced to writing and signed by an authorized representative of each Party. In the event the rules and regulations of the NCAA or the conference in which either school is a member should be amended, modified or changed in any manner so that the terms of this Agreement are in direct, and irreconcilable conflict with such rules or regulations, then the terms of this Agreement shall be considered amended so that the terms shall not conflict with such rules and regulations. SECTION XVII MISCELLANEOUS PROVISIONS. A. No Assignment; Entire Agreement Neither the rights nor the obligations under this ‘Agreement may be assigned, in whole or in part, by either Party and any attempted assignment. shall be null and void and of no effect whatsoever. 8. Effectiveness; Counterparts. This Agreement shall only be effective upon signature by all of those authorized representatives of each Party for whom there is a signature line on the signature page of this Agreement. For avoidance of doubt, signature by fewer than all listed 8 signatories of both of Host Institution and Visiting Institution on the signature page of this Agreement shall not constitute a binding agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original hereof, but all of which shall constitute one and the same agreement. This Agreement may be executed via delivery of a facsimile transmission or other commonly used electronic means (e.g., via a PDF attachment) in counterparts, each of which shall be deemed an original and all of which taken together shall represent one and the same Agreement. C. Relationship of the Parties. Nothing herein contained shall create a relationship between the Parties hereto as joint venturers, partners or principal and agent, As to each other, each Party hereto shall be an independent contractor and neither Party hereto shall have the authority to represent or obligate the other in any way or to any extent whatsoever. D. Construction of Agreement, Each Party acknowledges that it has participated in the ‘negotiation of this Agreement and that no provision of this Agreement shall be construed against or interpreted to the disadvantage of any Party hereto by any court or other governmental or Judicial authority by reason of such Party having or deemed to have structured, dictated or drafted such provision. Section headings used in this Agreement are for convenience of reference only and shall not affect the interpretation of any provision of this Agreement. E. Severability. The determination that any provision of this Agreement is invalid or unenforceable shall not invalidate this Agreement, all of such provisions being inserted conditionally upon their being considered legally valid, and this Agreement shall be construed and performed in all respects as if such invalid or unenforceable provision(s) were omitted. F. Survival_of Provisions. Those covenants, acknowledgments, representations, agreements, and obligations contained in Sections VI, VI.B., IX, X, Xill, and XV through XIX of the Agreement shall survive the expiration or earlier termination of this Agreement and/or completion of the Games. G. Time of Essence; No Waiver of Rights and Breaches. The Parties agree that time is of the essence in performing obligations under this Agreement. No failure or delay on the part of any Party in the exercise of any right given to such Party hereunder shall constitute a waiver thereof, ‘nor shalll any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. The waiver by a Party of any default of the other Party hereunder shall not be deemed to be a waiver of any such subsequent default or other default of the other Party. [Signatures begin on following page.) IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers on the date set forth below. FLORIDA STATE UNIVERSITY UNIVERSITY OF GEORGIA ATHLETIC ASSOCIATION, INC. By: be [Hassz By: name; SAND CoBun nl Name: CLE Me TY Tile: aT peherics Dyxbcroe tie: Aehbetic Duechny A cate: gan /v9 vate: FF ar ‘sto Form ad ea storey ‘Office of he rer cour wp LIAL ods Sate Uresty 10

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