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FOOTBALL GAME AGREEMENT

FLORIDA STATE UNIVERSITY ATHLETICS DEPARTMENT

This Football Game Agreement ("Agreemenf') is entered into by and between THE FLORIDA
STATE UNIVERSITY BOARD OF TRUSTEES, a public body corporate of the State of Florida,
for and on behalf of its Intercollegiate Football Program and the UNIVERSITY OF NORTH
ALABAMA.

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 foltows:

I . Purpose: The purpose of this Agreement is to confirm the arrangements and conditions for
playing a football game ("Game") between Florida State University ("Home Team") and
University of North Alabama ("Visiting Teamn).

2. Event: The parties shall cause their varsity football teams to participate in the Game against
each other in accordance with the tenns of this Agreement. The Game shall be played on the
date and at the location set forth below:

DAY DATE TIME LOCATION


SATURDAY NOVEMBER 18, 2023 TBD TALLAHASSEE, FL

3. Rules: The Game shall be governed by the rules and regulations of the National Collegiate
Athletic Association ("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 ofaH players to participate in the Game 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 the Game.

5. Eligibility as Football Championship Subdivision Opponent: Not later than July 1, 2023, the
Visiting Team shall provide the Home Team with sufficient evidence necessary to confirm that
it is a Football Championship Subdivision ("FCS") member having averaged 90 percent of the
permissible maximum number of grants~in-aid per year in football over a rolling two-year
period.

6. Game Officials: On-field and replay officials (collectively, ''Officials") for the Game shall be
assigned, and paid, by the Atlantic Coast Conference.

7. Compensation of Visiting Team: The Home Team shall pay the Visiting Team the fixed sum
of Four Hundred Thousand Dollars ($400,000.00) to be paid on or before February 15, 2024.
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.

8. Tickets: Ticket prices shall be set by the Home Team. The Home Team shall provide to the
Visiting Team three hundred (300) complimentary tickets for the Game. In addition, at the
same time, the Visiting Team shall have the option of talcing on consignment for sale tickets
from the Home Team for the Game ("Consigned Tickets',). The amount of Consigned Tickets
available for sale by the Visiting Team shall be mutually agreed to by the parties.

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. At the same time, 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 8. Additionally, the parties agree that:

a. As of the October l immediately prior to the date of the Game, the Visiting Team
shall retain no more than five hundred (500) unsold Consigned Tickets from the
original allotment received from the Home Team. The remainder shall be returned
via overnight mail to the Home Team; and

b. As of two weeks prior to the date of the Game, the Visiting Team shall retain no
more than two hundred (200) unsold Consignment Tickets from the original
allotment received from the Home Team. The remainder shall be retuned via
overnight mail to the Home Team.

The Visiting Team shall conduct aH sales of Consigned Tickets in compliance with applicable
federal, state, and local law.

Cheerleaders, mascots and band members for each institution shall be admitted to the Game
without charge when in uniform.

Additionally, the Visiting Team shall be provided: (i) use of one (I) stadium suite, the location
of which shall be determined by the Home Team; (ii) parking passes in an amount to be
determined by the Home Team; and (iii) 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 shal1 wear team bench area passes at all applicable times.

9. Radio Rights; The Visiting Team shaH be allowed one (I) free radio outlet for a live radio
broadcast and shall retain the revenue from such broadcast. The Visiting Team's radio outlet
will be responsible for ordering and the payment of all telephone and broadcast lines incidental
to their broadcast. Except to the extent expressly described in this section 9 to the contrary, the
Home Team shall retain the sole authority to make arrangements for all other radio, including
without limitation terrestrial radio, sateHite radio, and/or other audio-only broadcasts of the
Game and to retain the·entire revenue derived therefrom. There shall be no sharing of radio
revenue related to the Game between the parties hereto.

10. Television and Other Media Rights: Television and other media rights will be governed by the
Home Team and or its athletics conference as follows:

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a. Telecast
The parties understand and hereby acknowledge that the Home Team and/or its
athletics conference has entered into, or may enter into, contractual arrangements
for the Game with a broadcast partner(s) for the sale of Telecast Rights or for a
syndicated series of games for national or regional Telecast. The Home Team (or
its applicable athletics conference) shall have the exclusive right to contract for the
live, delayed, re-aired and other Telecast of the Game. "Telecast" is defined as any
distribution, transmission, display 1 exhibition, projection, duplication, performing
of licensing of audiovisual works by which audio and visual material are combined
in any media or technology now known or hereafter created (whether analog,
digital, or other means) capable of simultaneous receipt by consumers, including,
without limitation, over...the-air terrestrial broadcast, cable, MMDS, satellite, high-
definition, subscription broadcast (STV), pay-per-view, video-on-demand,
enhanced or interactive television, whether on a free subscription or pay basis,
including the re-transmission of any such works. "Telecast Rights" are defined as
all rights to distribute, transmit, display, project, duplicate, perform, create
derivative works of, or license visual or audiovisual matet'ial in any and all media
and means of distribution whatsoever, whether now existing or developed in the
future, including an Telecast media whatsoever (including, for the sake of clarity
and not limitation, terrestrial broadcast, cable, satellite, high-definition, pay-per-
view and video-on-demand), the Internet and any other form of computer
distribution, all forms of enhanced television or interactive media, home video,
DCD, distribution to mobile platforms (including, without limitation, PDAs and
mobile telephones) and all other forms of new media. The Visiting Team is
responsible for ensuring that its affiliated conference and network partners (or other
applicable governing entity) understand and agree to the media terms and
conditions set forth in this section. The Home Team shall retain all Telecast Rights
fees for the Game.

b. Internet
The Horne Team or its athletics conference has the exclusive right to distribute any
and every audio and/or video internet broadcast of the Grune. Accordingly, the
Visiting Team for the Game may not distribute an audio and/or video internet
broadcast of the Game without the express written permission of the Home Team.

c. General
(l) Notwithstanding anything contained herein to the contrary, each party shall
have the right to produce films, video tapes, and/or audio-video tapes of the
Game for use (which use} in the case of the Visiting Team, shall consist only of
clips of eight minutes (8:00) duration or less) in coach's, highlights, and
athletics· department shows, any or all of which may be distributed locally~
regionally, and/or nationally. Each party may retain all revenue it may receive
from such uses. Any and all other uses of such films, video, and/or audio-video
tapes by the Visiting Team (other than solely institutional~ non-commercial
purposes) shall be prohibited without the prior written consent of the Home
Team, the Home Team's athletics conference, and media partners of both the

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Home Team and the Home Team's athletics conference. The Home Team's use
of such films, video tapes, and/or audio-video tapes it produces shall be
governed by the ACC Multi-Media Guidelines.

(2) The Home Team shall provide reasonable facilities and production
accommodations for the origination of programs described herein. The Visiting
Team shall be responsible for any additional costs associated with the
production of programs permitted hereunder.

(3) Each party shall be solely responsible for payment of any assessments due its
own conference or other governing body.

11. Grune 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
personnel at the Game site immediately before, during, and after the 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.

12. Arrival ofTeams: 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 the Game.

13. Exclusivities: To the extent commercially reasonable and then customary in intercollegiate
footbaII games, the Visiting Team shall honor and abide by all ofthe 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 facHity. 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.

14. Impossibility: If, prior to the start of the Game, it becomes impossible to play the Game for
reasons of power failure, strikes) severe weather conditions, riots, wars, epidemic, 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

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related loss or damage. Cancellation of the Game solely under this section 14 shall not be
deemed a breach of this Agreement, and sections 15 and 16 below shaU not apply. Notice of
such a catastrophe or disaster shall be given as soon as reasonably possible. The punishment
or sanctioning of a party by the NCAA or its relevant athletics conference shall not be
considered "beyond the control'' of the sanctioned party and shall not relieve the sanctioned
party of its obligations, including financial obligations, hereunder.

15. Breagh: In the event that the Visiting Team fails to meet the criteria established by the NCAA
for FCS membership in effect at the time of the Game, fails to qualify as a FCS opponent as
established by the NCAA per Bylaw 20.9.9.2.1, as may be amended, by July 1> 2023, as per
section 5 set forth herein, or if either party fails to play the Grune (other than as expressly
described in section 14, above), the failure will be considered a breach of this Agreement by
such party and section 16, below, shall apply.

16. Damages: It is agreed by the parties hereto that the actual damages that might be sustained by
reason of the failure of the Visiting Team to meet the criteria established by the NCAA for
FCS membership in effect at the time of the Grune, or failure by either party to participate in
the Game (other than as expressly described in section 14, above) are uncertain and would be
difficult to ascertain. It is further agreed that ifthe Visiting Team should breach this Agreement
by failing to meet the criteria established by the NCAA for FCS membership in effect at the
time of the Grune, or by failure of either party to participate in the Game set fmth herein, the
sum of Four Hundred Thousand Dollars ($400,000.00) would be reasonable and just
compensation for said breach, and the breaching party hereby pl'omises 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 shan 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 which the Grune was to be played by the parties.

17. 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 duly authorized
representatives of both parties hereto.

18. Compliance with Law: In performing hereunder, each party shall comply with all applicable
laws, rules, regulations, and ordinances.

19. Interpretation: 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.

20. Waiver: The failure at any time of any party to demand strict performance of another party of
any of the tenns, covenants, or conditions set forth in this Agreement shall not be construed as

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a waiver or relinquishment thereof, and any party may at any time demand strict and complete
pe1formance of any other party of such terms, covenants, and conditions.

21. 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.

22. Notices: Any notice to either party hereunder must be in signed by the party giving it, and shall
be 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 UNA: Director of Athletics


University of North Alabama
Hal Self Athletic Annex
Champions Way
Florence, AL 35632

23. 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 boun~ this Agreement has been duly executed by
the authorized representatives of each of the parties hereto on the respective dates specified below.

THE FLORIDA STATE UNIVERSITY UNIVERS11Y OF NORTH ALABAMA


BOARD OF TRUSTEES

By:

David Coburn . Date Date


Director of Athletics

APPROVED
As to fortn~d Legal Sufficiency
Offi~e of the General qounsel
Sy;\, )J\.-.-...1::::
Craig D. Miller
Associate General Counsel 6
Date: \i\Mkf1v ~

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