AMENDMENT AND EXTENSION TO THE ALL-SPORT AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF COLORADO, A BODY CORPORATE. AND NIKE USA, INC. This amendment and extension (“Extension Agreement’) to the All-Sport Agreement (‘2001 Agreement’) is entered into by and between The Regents of the University of Colorado, @ body corporate (“UNIVERSITY”) and NIKE USA, Inc. ("NIKE") WHEREAS, the UNIVERSITY and NIKE entered into an Agreement for the period from July 1, 2001 through June 30, 2006. WHEREAS, the parties hereto wish to amend the Agreement and extend its term; NOW, THEREFORE, in consideration of the above premises and the individual and mutual Promises of the parties hereinafter set forth, and for other good and sufficient consideration, the sufficiency of which is hereby. acknowledged, it is hereby agreed by and between the parties hereto as follows: 1. The term of the 2001 Agreement shall be extended for a period of ten (10) Contract Years (i.¢. from July 1, 2006 to June 30, 2016). Except as amended in this Extension Agreement, the terms and conditions of the 2001 Agreement shall continue to apply. 2. Effective as of July 1, 2006, Section 5(a)(1) of the 2001 Agreement is amended to substitute the current product table with the following “Supplied Product Limit” table: ‘ist Contract Year (2006-07) $1,365,000 _ 2nd Contract Year (2007-08) $1,365,000 _| ‘3rd_Contract Year (2008-09) $1,365,000 _ 4th Contract Year (2009-10) $1,465,000 Sth Contract Year (2010-11) $1,465,000 6th Contract Year (2011-12) $1,465,000 7th Contract Year (2012-13) $1,565,000 8th Contract Year (2013-14) $1,565,000 Sth Contract Year (2014-15) $1,565,000 oth Contract Year (2015-16) $1,565,000 Notwithstanding the foregoing, it during the orm either the men's or women's basketball teams make the NCAA Tournament, for the regular season follwing such tournament appearance, NIKE wil provide each such team, on a 1-lime basis during he term, with a 3rd set of game uniforms 8. Effective as of July 1, 2008, Section 5(a)(2) shalll be replaced with the following language: (2) Each Contract Year, (i) NIKE shall supply to UNIVERSITY, free of charge, up to twelve thousand five hundred dollars ($12,500) (wholesale value) of products for use exclusively by (or in connection with) UNIVERSITY-operated (or licensed) and/or COACH-operated (or licensed) sports camps and such product shall be in addition to thespecific product allotments set forth in the table below (collectively, the “Camp Product Allotment’): Polo Shirts | Camp Balls Football 50. none Men's Basketball 15 200 Women's Basketball 15 200 Soccer 5 100 —] UNIVERSITY acknowledges that annual Camp Product Allotments shall be delivered to UNIVERSITY generally one (1) month prior to the start of the relevant camp program and that annual allotments must typically be ordered 9-12 months in advance of each season to ensure timely delivery. (li) Itis further agreed that (aa) from the increased Supplied Product Limit provided hereunder, UNIVERSITY shall allocate some product to dance and band participants; (bb) the Department of Athletics shall work with the UNIVERSITY’s Recreation Department to promote the use of NIKE Products, which products NIKE will make available to them at wholesale pricing; and (cc) NIKE shall consider the UNIVERSITY’s Boulder Campus as a NIKE “pilot campus” for the purposes of testing and/or introducing collegiate-targeted NIKE brand marketing initiatives (e.g. brining the “Rock Star Workout” program to college campuses). 4. Effective as of July 1, 2006, Section 5(a)(4) of the 2001 Agreement shall be replaced with the following language: (4) In further consideration for the rights granted under this Agreement, UNIVERSITY and select members of the Athletic Department (to be designated by UNIVERSITY), shall be entitled to order (i) up to one hundred thousand dollars ($100,000) (retail value) of NIKE Product during each Contract Year through the 5th Contract Year, and (ii) up to “one hundred fifteen thousand dollars ($115,000) (retail value) of NIKE Product during each of the 6th Contract Year through 10th Contract Year. All NIKE Product must be ordered through the “NIKE by Mail” program and subject to procedures established by NIKE for such purpose. No carry-over of unordered annual allotments of merchandise from one Contract Year to another shall be allowed. NIKE shall provide to UNIVERSITY and/or Athletic Department members, as applicable, such documentation as may be required with regard to such orders to facilitate the UNIVERSITY’s and such individuals’ compliance with federal and state tax laws. 5. Effective as of July 1, 2006, Sections 10(a), (b) and (c) of the 2001 Agreement shall be replaced with the following language: (2) Base Compensation. Each Contract Year, as further consideration for the rights granted under this Agreement, NIKE shall pay to UNIVERSITY Base Compensation (subject to Paragraphs 11 and 18 below) in the amount set opposite the below-indicated Contract Year. All annualamounts payable under this Paragraph shall be paid in two (2) equal semi-annual installments to be made on July 1 and January 1 of each Contract Year: Ist Coniract Vear (2008-07) 2nd Contract Year (2007-08) ‘3rd Contract Year (2008-09) 4th Contract Year (2009-10) Sth Contract Year (2010-11) 6th Contract Vear (2011-12) 7th Contract Year (2012-13) ‘$400,000, ‘8th Contract Year (2013-14) ‘$400,000, Sth Contract Year (2014-15) ‘$400,000, 10th Contract Year (2015-16) $400,000 (b) Commitment Bonus. In addition to the Base Compensation set forth above, NIKE shall pay UNIVERSITY a one-time commitment bonus of one hundred fifty thousand dollars ($150,000) within thirty (30) days of the full execution of this Agreement. (©) Performance Bonuses. (1) if in the initial two (2) Contract Years of this Agreement (i.e., 2006-07, 2007-08), NIKE’s aggregate retail sales of UNIVERSITY-identified licensed products (‘Licensed Products”) exceeds ‘one milion dollars ($1,000,000), NIKE shall pay UNIVERSITY a cash bonus of fifty thousand dollars ($50,000). (2) If NIKE’s annual retail sales of Licensed Product exceeds one million dollars ($1,000,000) in each of the 3rd, 4th and 5th Contract Years, NIKE shall pay UNIVERSITY an additional cash bonus of fifty thousand dollars ($50,000). (3) If NIKE’s annual retail sales of Licensed Product exceeds one milion five hundred thousand dollars ($1,500,000) in each of the 6th and 7th (i.e., 2011-12, 2012-13) Contract Years, NIKE shall pay UNIVERSITY an additional cash bonus of fifty thousand dollars ($50,000). (4) In addition, if NIKE's annual retail sales of Licensed Product exceeds one million five hundred thousand dollars ($1,500,000) in each of the 8th, 9th and 10th Contract Years, NIKE shall pay UNIVERSITY an additional cash bonus of fifty thousand dollars ($50,000). 6. Effective as of July 1, 2006, Section 14(a) of the 2001 Agreement shail be replaced with the following language and the current Section 14(c) shall be re-numbered as Section 14(b): (@)_ At NIKE’s request made no later than November 15, 2015, UNIVERSITY shall for a period of forty-five (45) days negotiate with NIKE in good faith with respect to the terms of a renewal of this Agreement. The parties shall not be obligated to enter into an agreement if they cannot settle on mutually satisfactory terms. Prior to January 1, 2016 (the “Exclusive Negotiating End Date"), UNIVERSITY shall not (nor shall UNIVERSITY permit its agents, attorneys or representatives to) engage in discussions or negotiations with any third-party regarding product supply with respect to any Products, or sponsorship of any Covered Program (or similarsupply or promotional arrangement) with respect to any Products ("Product Supply/Sponsorship Rights”) after the Term. 7. Effective upon the execution of the Execution Agreement, Section 15(a) of the 2001 Agreement is deleted. 8. Except as modified by this Extension Amendment, all capitalized words used and not otherwise defined herein shall have the meanings ascribed to them in the 2001 Amendment. Except as modified by this Extension Amendment, all other terms and Conditions of the 2001 Agreement shall remain in full force and effect and all rights and Obligations described in the 2001 Agreement shall remain the same. 9. This Extension Agreement shall not become binding on the parties until it has been signed and dated by the authorized representatives whose names appear below. IN WITNESS WHEREOF, the UNIVERSITY and NIKE have caused this Extension Amendment to be executed by their duly authorized representatives. The Regents of the University of NIKE USA, Inc. Colorado, a body corporate L By. ZN ; LW Paul Tabolt Its: View Chancellor for Administration It ctol/US Sports Mi Date;__*+~>0- OS Date: oan Le ee and Mike Bohn Peter H. Koehler, Jr. Its: Director of Athletics Regional Counsel, U.S.A. Region Date: - 20-07 pate_/Z.24. 9) Fed. Id. No.: 84-6000-555 APPROVED AS TO LEGAL SUFFICIENCY Office of the University Counsel Its: St. Associate Unversity Counsel Date: = 3-9 ~ QUNIVERSITY of COLORADO-NIKE ALL-SPORT AGREEMENTTABLE OF CONTENTS PARAGRAPH DESCRIPTION PAGE NO. RECITALS... eens beens : Pa. 3 {1 DEFINITIONS - . ee sone PQ. 3 2 TERM a orem PQ. & {8 GRANTOF RIGHTS... Po. 6 {4 INTERNET RIGHTS carr se rnestanee sent Pg. 6 M8 NIKE PRODUCT CONSIDERATION, ORDERING & LOGO USE ON PRODUCT .... Pg. 7 116 NIKE SPONSOR BENEFITS Po. 9 {7 APPEARANCES : Pg. 12 8 .USE OF NIKE PRODUCTS... as Pg. 12 {9 DESIGN & MARKETING CONSULTATION Po. 14 10 CASH COMPENSATION........... Pg. 14 ‘11 RIGHT OF REDUCTION, SET-OFF . Pg. 18 12 ADVERTISING APPROVALS..... Pg.17 ‘113 DEVELOPMENT OF NEW LOGO & TRADEMARK OWNERSHIP Pg. 17 114 RIGHT OF MID-TERM CONTRACT REVIEW & FIRST DEALING & FIRST REFUSAL... Pg. 18 418 RIGHTS FOR ADDITIONAL & NEW PRODUCTS Pg. 19 ‘118 MATERIAL CHANGED CIRCUMSTANCES......... Pg. 19 ‘117 RIGHT OF TERMINATION BY UNIVERSITY ..... Pg. 20 ‘M18 RIGHT OF TERMINATION BY NIKE Py. 20 118 NIKE POST-TERMINATION RIGHTS... Pg. 21 {20 REMEDIES .. Pa. 22 {21 Notices. ae . Pg. 22 ‘22 INDEPENDENT CONTRACTORS . Seaneence Pg. 22 123 ASSIGNMENT/DELEGATION/PASS THROUGH....... Pg.23 ‘4 WAIVER... Pg, 23 {28 SEVERABILITY ... Pg. 23 ‘126 ADDITIONAL WARRANTIES .... Pg. 23 ‘127 CONFIDENTIALITY Pg. 25 ‘28 INSURANCE... Pg, 25 29 CAPTIONS Ho recuernininitinniititnnneniittitranunenanin PQQ B80 ENTIRE CONTRACT oases snnmntnnnnasnsr, a Pg. 26 Colorado/NiKE Agreementa THIS IS AN AGREEMENT made and entered into by and between The Regents of the University of Colorado, a body corporate, contracting on behalf of the University of Colorado at Boulder (hereinafter "UNIVERSITY"), for the benefit of the Department of Intercollegiate Athletics, having its principal offices at the Oal Ward Center, Boulder, Colorado 80309-0368, and NIKE USA, Inc. ("NIKE"), having its principal offices at One Bowerman Drive, Beaverton, Oregon 97005-6453, WITNESSETH WHEREAS, UNIVERSITY fields and maintains nationally recognized athletic teams in numerous sports (and retains the coaches and staff in connection therewith) and owne all Tight, ttle and interest in and to the names, nicknames, mascots, trademarks, service marks, legographics and/or symbols, and any other recognized reference to the University of Colorado or its intercollegiate athletic programs; WHEREAS, NIKE is a sports and fitness company engaged in the manufacture, distribution and sale of athletic and athielsure footwear, apparel and related accessories, and desires to support UNIVERSITY and: certain of its’ intercollegiate athletic programs as described below; and WHEREAS, NIKE desires to supply UNIVERSITY with NIKE Products (as defined In Paragraph 1 below), for use by "Covered Programs" (as defined in Paragraph 1 below); to acquire the designation for NIKE Products as the official Products (as defined in Paragraph 1 below) of UNIVERSITY in the designated categories; to have the coaches of certain UNIVERSITY athletic teams make appearances andlor do clinics on behalf of NIKE and UNIVERSITY, and, to acquire certain sponsorship rights and other rights and benefits from UNIVERSITY; NOW, THEREFORE, in consideration of the mutual promises, terms and conditions set forth herein, it is agreed as follows: 1. DEFINITIONS. As used in this Agreement, the terms set forth below shall be defined as follows: (@) “Athletic Department” shall mean UNIVERSITY’s Department of Intercollegiate Athletics.” (©) “Athletics Web Sites” shall mean cubutfs.com, or any successor web site thereto and any other now existing or hereafter created web site owned and/or controlled by UNIVERSITY’s Athletic Department excluding www.colorado edu, (©) “BCS Bow! shall mean any of the following bowl games among which is rotated the game designated as the ‘National Championship" title game, and such additional or replacement bowl games as may be established and included in the alliance: the Orange; Sugar; Fiesta; or Rose Bowl. (@) "Coach" shall mean an individual employed during the term of this Agreement to act as a head coach of a Covered Program. (@) "Coach Properties’ shall_mean the Coach's name, nickname, inttials, autograph, facsimile signature, voice, video or film portrayals, photographs, likeness and image or facsimile image, and any other means of sponsorship used by such Coach in connection with the advertisement, promotion and sale of "Products" (as defined below) and appearances and promotion of the ColoradomNIKE Agreement‘ UNIVERSITY-NIKE sponsorship, in either case in accordance with the terms of this Agreement, (f) *Conference" shall mean the Big XII Conference and such other intercollegiate athletic conferences of which UNIVERSITY is a member. (G) "Contract Year" shall mean each consecutive twelve (12) month period from July 1 through June 30 during the term of this Agreement. (h) “Covered Program(s)" shall mean the following NCAA Division | Intercollegiate athletic programs (and cheerleading) which are fielded by UNIVERSITY's Athletic Department, namely, the sports of: basketball (men’s and women's); football; golf (men’s and women's); skiing (men’s and women’s); soccer (women's); tennis (men's and women’s); track & field/cross country (men's and women’s); volleyball (women's); and such other replacement or additional intercollegiate athletic programs as may be established from time-to-time during the term hereof, (0) “Flagship Program(s)" shall mean the following Covered Programs: football men’s basketball; and women’s basketball, G) "internet" shall mean a global network of interconnected computer networks or other devices which is used to transmit Intemet Content that is directly or indirectly delivered to a computer or other device for display to a user thereof, Whether such Internet Content is delivered through online browsers, off_ling browsers, “push” technology, electronic mail, broadband distribution (whether cable, DSL or otherwise), satellite, telephony, wireless or any other moans whether now known or hereafter created. (®) “Internet Content’ shall mean text, graphics, photographs, film, video, audio and/or other data or information associated with the Internet, () “UNIVERSITY-controlied Internet . Content” shall_ mean text, graphics, Photographs, film, video, audio and/or any other data, materials or information (e.9., statistics, biographical profiles, archival materials, etc.) of any and all Severed Programs. whether created by NIKE (or its agent) or controlled by UNIVERSITY. (m) "NCAA" shall mean the National Collegiate Athletic Association, (n) “NIKE Group" shall mean NIKE USA, Inc., NIKE Retail Services, inc. (dlb/a NiksTown), ‘their parent company NIKE, 'Inc,, their licensees, distributors, subsidiaries and any successor company. (©) "NIKE Products’ shall mean all Products in connection with which, or upon which, the NIKE name, the Swoosh Design, the NIKE AIR Design, the Basketball Player Sithouette (‘Jumpman’) Design or any other trademarks ot brands (e.g., Brand Jordan, Sports Specialties, SPL.28) now or herestter owned and/or controlled by NIKE (collectively, "NIKE Marks") appear, (2) “NIKE Web Sites shall mean www.nike.com, www.nikebiz.com or any Suiccessor web site thereto and any other now existing or hereafter created web site owned and/or controlled by NIKE. (q) "Products" shall mean: Colorado/NIKE: Agreement5 (1) all athletic and athletically inspired or derived footwear that members of any of Team, Coaches and/or Staff wear or may be reasonably expected to Wear while participating in a Covered Program activity; (2) authentic competition apparel consisting of uniforms, sideline or courtside Jackets and sweaters, game-day warm-ups, basketball shooting shirts, football player capes, wool and fitted caps, windsuits, rainsults, sideline or courtside pants, shorts and shirts, and similar apparel, practicewear, thermal wear and performance undergarments (collectively, "Authentic Competition Apparel") that members of any Team, Coaches and/or Staff Wear or may be reasonably expected to wear while participating in a Covered Program activity; (3) all other apparel articles of an athletic or athleisure nature including but Het limited to, polo shirts, golf shirts, tank-tops, T-shirts, sweatsuits, Separates and other body coverings, and accessories of an athletic o: athleisure nature, including but not limited to headwear (other than Protective headwear), headbands, wristbands, bags, socks, hand-towels, Tecelver's and linemen's gloves, goff gloves, weight training gloves, elbow and knee pads that members of any Team, Coachés andlor Staff wear or use or may be reasonably expected to wear or use while participating ina Covered Program activity; (4) footballs, men’s basketballs, women's basketballs (subject to Paragraph. 15 below), soccer balls, and volleyballs; and (5) non-prescription sunglasses, and protective ard performance eyewear When available. (UNIVERSITY acknowledges that prescription ‘sunglasses or protective eyewear that may be wom by Coaches or Staff members cannot bear on its exterior the logo or other visible identification. of any manufacturer o seller of sports eyewear, or footwear or apparel Products other than NIKE.) () "Staff" shall mean, collectively, all assistant coaches and strength coaches, befrenent, Managers, trainers and any” on-field/courtside staff (eg., ballpersons, basketball stat crews, etc.) employed by UNIVERSITY during the term of this Agreement to provide services to any Covered Program. (9) [Team shall mean that group of athletes attending the Boulder campus of UNIVERSITY during the term of this Agreement and comprising the roster of each Covered Program: © “Tier | Bow!’ shall mean any non-BCS Bowl game traditionally played on New ‘Year's Eve or Day and such additional or replacement New Year's bow! games 8 may be established with a team pay-out of not less than $1.2 million, (u) TUNIVERSITY Marks" shall mean the identifications The University of Colorado, sniversity of Colorado, the nickname "Buffaloes", “Golden Buifaloes", "Burts and all other names, nicknames, mascots, identifications, trademarks, services Tans, logographics andlor symbols, and any other recognized symbols associated with UNIVERSITY, TERM. This Agreement shall remain in full force and effect for a period of five (8) Contract Years, from July 1, 2001 through June 30, 2006, unless sooner terminated in ColoradmNIKE Agreement6 accordance with the terms and conditions hereof (the “Term"). This Agreement shall be interpreted in its entirety and not as a series of one-year agreements 3. GRANT OF RIGHTS. UNIVERSITY hereby grants to NIKE, and NIKE hereby accepts during the term of this Agreement: (@) The designation as ‘the exclusive supplier of the athletic footwear and apparel of (each Covered Program)” and “the exclusive athletic footwear and apparel Sponsor of (each Covered Program),” "the exclusive supplier of the athletic footwear of the Covered Program,” the exclusive athletic footwear sponsor of the Covered Program’ andior such similar designations as the parties may agree upon (collectively, the "Designations") (b) The right to utilize (subject to the approval provisions of Paragraph 12 below) the UNIVERSITY Marks, Coach Properties and/or Designations worldwide, in any media (now known or hereafter created) including, but not limited to, the Intemet, CD-ROM and other interactive and multimedia technologies, in connection with the advertising, marketing and promotion (Including. in Rieesimming in-any and all media: including the: Intemet) of NIKE Products, NIKE brands, and any of the NIKE Web Sites and in the creation, production, distribution and sale of Internet Content. Such rights shall specifically include, but shall not be limited to, the following: (1) The exclusive right to supply Products to each Covered Program and to use the appropriate Designations. (2) The right to manufacture NIKE Product bearing or incorporating UNIVERSITY Marks for distribution and use by the Covered Programe and to conduct promotions with and through NIKE retail accounts and over.the Internet, ()_The right to use UNIVERSITY-controlled Intemet Content in internet ~——Sentent on the intemet, irraocoreance with the terms of this Agreement and subject to applicable NCAA rules and regulations with respect to the Cepiction of eligible athletes. In connection therewith, at NIKE's request, UNIVERSITY | shall_ permit NIKE to utilize, consistent with’ thie Paragraph 3, UNIVERSITY-controlled Intemet Content, without a use fee, other than reasonable search and edit charges, 4. INTERNET RIGHTS, Each Contract Year, UNIVERSITY shall, and without limiting any other rights granted hereunder, provide NIKE with the following benefits in connection with the Internet: (2) Such rights or benefits with regard to the Athletics Web Site as are consistent with those that UNIVERSITY has granted to other commercial, UNIVERSITY Sponsors or licensees, and UNIVERSITY represents and warrants that with ISgard fe the Athletics Web Site, it shal not treat NIKE less favorably than any other commercial sponsor or commercial entity to which UNIVERSITY has granted any rights with respect to the Athletics Web Site, (b) In addition to the foregoing, if requested, NIKE will receive the opportunity to create a link from the Athletics Web Site to a NIKE Web Site. The appearance, ColoradiNIKE Agreement7 location and size of the acknowledgement and the link shall be subject to final determination by UNIVERSITY and in accordance with UNIVERSITY policy. 5. NIKE PRODUCT CONSIDERATION, ORDERING & LOGO USE ON PRODUCT. (2) (1) In consideration for the rights granted under this Agreement, each Contract Year, UNIVERSITY shall be entitled to order directly from NIKE, free of charge, the below-indicated amounts of mutually determined sport. appropriate NIKE Product for use by (or in connection with) the Covered Programs. The aggregate retail value of supplied product that UNIVERSITY may order for each Contract Year, free of charge, shall be 2s set forth in the table below (each, an annual “Supplied Product Limit’) Contract Year (2001-02) $1,100,000, 000, $1,100,000 100 $1,100, 0¢ The exact styles, sizes and delivery dates and, where appropriate, quantities of such NIKE Products shall be mutually determined by NIKE and UNIVERSITY for each such Contract Year. The quality of such NIKE Products shall be generally consistent with the quality of NIKE Products provided by NIKE to comparable university athletic programs. Each such Contract Year, if UNIVERSITY desires quantities of NIKE Product in excess of that provided under the annual Supplied Product. Limit, UNIVERSITY may order and purchase such additional quantities of the NIKE Products at NIKE's published wholesale prices for those or comparable Products, subject to availability. In addition, each such Contract Year UNIVERSITY shall be permitted to order from NIKE other NIKE Products for use by any Intercollegiate Athletic Program(s) at NIKE's published wholesale price, subject to availability. In no event shall UNIVERSITY purchase any Products (including footwear and core basic apparel — e.g., t-shirts, shorts, fleece and socks) from any third party without NIKE's approval. All Product to be supplied by NIKE hereunder shall be delivered F.O.B. to UNIVERSITY, Only properly submitted orders from UNIVERSITY's Director of Equipment (currently Mike Smith) or his Assistant Equipment Manager (currently Tim Horton) shall be filled by the NIKE. No carry-over of unordered annual allotments of merchandise from one Contract Year to another shall be allowed. if an order (or orders) for any entire annual allotment of merchandise for any Covered Program is (or are) not received by NIKE prior to the conclusion of any Contract Year, then such Program shall be deemed to have waived any right to the unordered portion thereof. ‘ontract Year (2005.06 () UNIVERSITY acknowledges that annual product allotments shall be delivered to UNIVERSITY generally one (1) month prior to the start of the regular season for each Covered Program and that annual allotments must typically be ordered 9-12 months in advance of each season to ensure timely delivery. Provided UNIVERSITY places all its orders by the October 1 preceding any Contract Year, the annual product allotment for each Covered Program shall be delivered to UNIVERSITY by the following dates during such Contract Year: ColoradorNIKE AgreementFootball August 1 | | Men's/(Women’s Basketball (October 7 | |All other Fall Athletic Programs _| September 1 All Spring Athletic Programs Basios September 1 [ September 1} (-Unitorms —Tbecember t —} Notwithstanding the foregoing, however, if approved by UNIVERSITY (such approval not to be unreasonably withheld), certain products within a Covered Program's product allotment may be delivered later than the date specified above, depending on their date of actual use, furthermore, UNIVERSITY acknowledges that, once. apparel ordering deadlines have been met, product delivery may be staggered in accordance with a mutually agreed priority schedule, (By way of example, with respect to football product, footwear and practice wear would be’ delivered by July 1st, game uniforms by photo day, and cold weather wear by October ist) (i) All’ Authentic Competition Apparel supplied to UNIVERSITY hereunder shall be delivered to UNIVERSITY in @ form in which, upon: removal from the shipping package,’ such Authentic. Competition Apparel is ready for immediate use. in a Covered Program. Authentic Competition Apparel for Covered Programs other than soccer, men’s golf, women's golf, men’s tennis, women’s tennis and men's and women's skiing generally will include UNIVERSITY Marks. specific product ; the "Camp Product Allotment") Polo Shirts [Camp Bails Football 50. none: ‘Men's Basketball 15 200, Women’s Basketball NS: 200 Soccer = = 4100 UNIVERSIDY“acknowledges that annual Camp Prodtst Allotments shall be deli fed to UNIVERSITY generally one (1) month pra levant camp program and that annual allotments must Srdered 9-12 months in advance of each season to ensure timely del if in any Contract Year UNIVERSITY requires additional NIKE Products for use by any Covered Program(s), and/or licensed sports camp, and in amounts that exceed the Supplied Product Limit or Camp Product Allotment, then UNIVERSITY shall purchase any and all such Products directly from NIKE, or such authorized NIKE dealer as designated by NIKE, and in no event shall UNIVERSITY purchase such Products from the start of Colorade/NIKE Agreemente any third-party. NIKE sale of such Products to UNIVERSITY shall be at NIKE published wholesale price. program and subject to proce abjished by NIKE for such purpose. No carry-over of unordered a lotments of merchandise from one To the extent permitted under the laws of the State of Colorado, UNIVERSITY specifically waives, only as against NIKE, all express warranties, and implied warranties of merchantability and fitness for a particular purpose. (0) UNIVERSITY acknowledges that the placement of the NIKE logo, as it is currently permitted by the NCAA and now placed by NIKE (in terms of size, location placement, color contrast/prominence and/or number of placements), on “Authentic. Competition Apparel is a bargained for material benefit contemplated by NIKE under this Agreement and that such continued degree of manufacturer logo prominence on competition product is of the essence of this Agreement, Accordingly, during the Term, UNIVERSITY shall take no action that shall have the effect of relocating (except for a more favorable placement should a subsequent ‘relaxation in rules so permit), reducing, or restricting NIKE’s logo placement rights on product as such logo now appears and is permitted by current relevant NCAA rules or regulations including, but not limited. to, NCAA Rule 12.5.5. Notwithstanding anything contained in this subparagraph, UNIVERSITY further acknowledges that nothing herein shall be construed as a restriction of any right of NIKE to avail itself of such more favorable presentation or placement of its logo (eg., size, color contrast, number of placements, location of placement, etc.) as may be currently Permitted under NCAA, Conference and/or other applicable rules, or hereafter Permitted by any subsequent relaxation in NCAA, Conference and/or other applicable rules. NIKE SPONSOR BENEFITS. Each Contract Year, UNIVERSITY shall provide NIKE with a package of complimentary sponsor benefits the mix of which will be mutually determined on an annual basis but to include at a minimum the following elements: (@) NIKE shall receive season tickets to home games (and neutral site games as indicated below) for each Covered Program in accordance with the following PROGRAM TNo-TICKETS Football (home) 10 “VIP" tickets (in groups of 4 or 2) [Football (away) 4 ColoradoINIKE Agreement(b) () (a) Football (t epplicable, Conference Championship) | 10 1 Bow! Game (orpiayott game, if appicabe 20 | Basketball (M) 16 (adjacent seats) | Basketball Tournament (M) 10 (per round, adjacent seats) | (Conference & NGAA or NIT, if applicable) | Basketball (W) 10 (adjacent seats)_ | Basketball Tournament (W) 10 (per round, adjacent seats) _| Confrence & NGAAor NF apolcbs) | Other Ticketed Programs 4 (adjacent seats) 1 Each Contract Year, NIKE shall receive: (i) a total of fifty (50) tickets (ie., 40 tickets in addition to NIKE’s 10 season tickets) to one mutually agreed upon home football game; (ii) a total of thirty (30) tickets (i.e., 14 tickets in addition to. NIKE's 16 season tickets) to one mutually agreed upon men's home basketball game; and (ii) a total of thirty (30) tickets (e., 20 tickets in addition to NIKE's 10 season tickets) to one mutually agreed upon women's home basketball game. UNIVERSITY shall use best efforts so that all tickets provided under the foregoing provisions shall be for adjacent seats in blocks of four (4) or more seats. Further, UNIVERSITY shall use best efforts so that all football tickets shall be field level and between the 20-yard lines, all basketball tickets shall be court level and at or near center court; tickets for all other programs shall be prime location seating. UNIVERSITY shall use best efforts to fulfill NIKE's Purchase requests for such additional quantities of tickets as it may reasonably request, such tickets to be best available and at face-value. NIKE shall use best efforts to provide to UNIVERSITY its request for the above-referenced: mutually agreed upon home football game by no later than July 4st prior to the upcoming football season, and for the above-referenced mutually agreed upon home basketball games, by no later than October ‘st prior to the upcoming basketball season. Four (4) “Donor Area" parking: passes at all home football and basketball games, At the mutually agreed football game for which NIKE receives the fifty (50) tickets under subparagraph (a)() above, if requested. by NIKE and upon reasonable advance notice, the right to host an appropriate hospitality event (2.g,, “dealer appreciation day") on, or adjacent to, the grounds of the football stadium (set-up and catering to be at NIKE’s sole expense), At Folsom Stadium and at the Coors Events Conference Center, NIKE shall Feceive a suitable, high-traffic, location within or at each venue at which NIKE may, at its option and expense, set-up a merchandise display and sell NIKE Product which bears ‘the UNIVERSITY Marks, subject to existing concessionaire agreements at each venue. NIKE shall receive venue signage as follows in which it may prominently display the NIKE logo, NIKE.com and/or other NIKE trademark or message as NIKE may designate from time-to-time on one of the rotating scorer's table sign located in the Coors Events Conference Center on which NIKE shall receive no less than eight (8) minutes during in-game running time. UNIVERSITY shall be responsible for producing and installing the signs and all costs associated with such activity. Any costs relating to changes to the installed signage initiated by NIKE more frequently than once every two (2) years shall be the sole Colorado/NIKE Agreemant1“ responsibility of NIKE. The NIKE logo identification or message shall comply with the requirements of 26 USC 513 to qualify the payment to the UNIVERSITY as a “qualified sponsorship payment” and as such NIKE shall not have the right to display a message that contains a comparative or qualitative description of NIKE Product, price information or other indications of savings or value, a sponsorship, or an inducement to purchase, sell or use NIKE Product, All copy and graphics proposed for display by NIKE are subject to reasonable approval by the UNIVERSITY, (f) At each home game of each Covered Program at which a public address system and/or electronic message board (or other electronic messaging systems) is used, as applicable, suitable in-game P.A. announcements and/or board messages recognizing NIKE as the exclusive Products supplier and sponsor of the applicable program. ‘The announcement) acknowledgement shall comply with the requirements of 26 USC 513 to qualify the payment to the UNIVERSITY as a “qualified sponsorship payment’ and as such NIKE shall not have the right to display a message that contains a comparative or qualitative description of NIKE Product, price information or other indications of savings or value, a-sponsorship, or an inducement to purchase, sell or use NIKE Product. All copy and graphics proposed for display by NIKE are subject to reasonable approval by the UNIVERSITY. (g) Identification as the exclusive Products supplier and sponsor of Covered Programs during all local coaches’ shows (i.¢., football, men's basketball and women's basketball) and telecasts through a minimum of one 0-second spot per telecast (h) Prominent NIKE name and/or logo recognition in the media guides and mutually agreeable other collateral materials for each Covered Program. The NIKE name or logo identification shall comply with the requirements of 26 USC 513 to qualify the payment to the UNIVERSITY as a ‘qualified sponsorship payment” and as such NIKE shall not have the right to display a message that.contains a comparative or qualitative description of NIKE Product, price information ‘or other indications of savings or value, an sponsorship, or an inducement. to purchase, sell or use NIKE Product. All copy and graphies proposed for display by NIKE are subject to reasonable approval by the UNIVERSITY. () Reasonable access to Covered Program activities, for NIKE (or its agent) to create and use in accordance with the terms of this Agreement and with the Prior written approval of UNIVERSITY in each instance, and subject to applicable NCAA rules and regulations with respect to the depiction of eligible athletes, UNIVERSITY-controlled Internet Content, including but not limited to conducting and taping post-game interviews or filming “Midnight Madness", Team practices, or their participation in a domestic or international tournamentitour, © NIKE shall be permitted, upon its reasonable request and agreement to pay any actual operating costs, to use free of any lease or use fees mutually agreed upon Athletic Department-controlled facilities in connection with community based programs and events held by the NIKE Foundation (formerly the “PLAY.” program). In addition to the above, UNIVERSITY shall use best efforts to afford NIKE advance notice and the opportunity to consider participation, upon mutually agreeable terms, ColoradaiNIKE Agreement12 in any and all additional appropriate advertising opportunities, in any media, made available by the Athletics Department during the term of this Agreement. 7. APPEARANCES, In connection with the promotion of NIKE Products and/or NIKE brands: (a) In an effort to promote sports participation and the values associated with such participation and to promote the UNIVERSITY's athletic programs generally, each Contract Year, upon reasonable prior notice and subject to the limitations of the terms of any Coach's contract with the UNIVERSITY and any coaching commitment, if so. requested by NIKE, UNIVERSITY shall make the Coach of its football, men’s basketball and women’s basketball programs available for up to three (3) personal appearances on behalf of NIKE and the Coaches for each of its other Covered Programs available for one (1) personal appearance on behalf of NIKE, No single appearance shall excaed twenty-four (24). hours in duration, including travel time, unless otherwise agreed upon in advance. Such appearances may include, but are not limited fo, photo shoots for posters, brochures or in-store displays, production sessions related to filming commercials and/or video productions and/or advertising, internet chat sessions, retail store appearances, trade shows, speaking engagements, appearances at sports clinics, celebrity events and other public appearances. NIKE shall pay all reasonable out-of-pocket expenses for accommodations, ‘meals and travel incurred by the Coach. NIKE shall be solely responsible for complying with all federal and state tax payments applicable to NIKE and reporting obligations associated with such reimbursed expenses. UNIVERSITY shall receive no additional compensation for such appearances. (®) Upon reasonable prior notice and subject to any other playing commitments and compliance with any applicable NCAA andior Conference rules or regulations, UNIVERSITY ‘shall make its men's and/or women's basketball and/or soccer team available to participate in a NIKE-sponsored tournament not more frequently than once per team within any 3-year period, The team's Participation shall be limited to a maximum of two (2) games in each such tournament. NIKE shall pay all reasonable out-of-pocket expenses for accommodations, meals and travel incurred by the Coach, Staff and Team members. NIKE shall be solely responsible for complying with all federal and state tax payments applicable to NIKE and reporting obligations associated with such reimbursed expenses. 8. USE OF NIKE PRODUCTS. (@) Throughout the Term, UNIVERSITY shall make NIKE Products available on an exclusive basis to each Covered Program to be worn and/or used by Team members, Coaches and Staff during practices, games, exhibitions (including during locker room activities), clinics and/or sports’ camps (that receive UNIVERSITY resources, ¢.g., playing field/court use, on-campus lodging, dining hall privileges), lockerroom and/or sideline/courtside celebrations and/or presentations, and other official or UNIVERSITY sanctioned activitiés (including but not limited to photo sessions and interviews) during which Team members, Coaches and Staff wear and/or use Products except as othermise provided under this Paragraph 8(a). UNIVERSITY shall require all such Coaches and Team and Staff members to wear and/or use exclusively NIKE Products (as provided above) during such activities. Notwithstanding the foregoing, (i) NIKE Colorado/NIKE Agreement8 acknowledges that use of NIKE basketballs by the women's basketball program 's subject to the expiration of a pre-existing product supply contract with a third- party and the provisions of Paragraph 15 below; (ii) in the event any Team member is unable to wear NIKE footwear due to a bona fide medical condition as evidenced by a certification by the Team's physician, then such Team member shall be permitted to wear non-NIKE footwear provided all visible Manufacturer's identification is taped over or otherwise covered so as to completely obscure such manufacturer's identification; and. (ii) NIKE acknowledges that any Coach's wearing of non-athletic footwear and apparel in connection with his or her official coaching duties, as appropriate, shall not constitute a breach of this Paragraph. NIKE further agrees to work with any ‘Team member experiencing problems in connection with fit or performance of NIKE footwear. (b) UNIVERSITY shall ensure that during Covered Program activities no Teami member, Coach or Staff member shall (and outside of Covered Program activities, UNIVERSITY shall otherwise use reasonable efforts to ensure that no Team member, Coach or Staff member shall): (1) Alter or permit the alteration of any NIKE Product worn or used by them to resemble a non-NIKE Product; or (2) Wear any non-NIKE Products which have been altered to resemble NIKE Products, (c) UNIVERSITY acknowledges that “polishing-out’, “spatting" or otherwise taping, 80 as to cover or obscure any portion of any NIKE logo, the NIKE athletic shoes worn by members of the Teams during open practices, games, exhibitions, clinics, sports camps and other occasions (Including photo day) during which ‘Team members wear athletic shoes, is inconsistent with the purpose of this Agreement and the benefits to be derived from it by NIKE and is a material breach of ‘this Agreement. (i) Notwithstanding the foregoing, occasional, isolated spatting or taping as is deemed to-be a bona-fide medical necessity for the particular ankle/foot that is injured (which shall not include the spatting or taping of the footwear on the other ankle/foot if such other ankle/foot is not also injured), and so evidenced by a prior written opinion from a physician or athletic trainer and confirmed in writing to NIKE prior to the relevant game by the Coach in the form of a list of the players/feet that are the subject of such opinion(s) (except in instances where such determination is made in-game/in-training in Fesponse to a then-sustained injury), shall not be deemed a breach of this Agreement. This subparagraph does not apply to interior taping (i.e., taping under or over the sock but inside the shoe) of players’ feet and/or ankles, (@) UNIVERSITY shall not permit the trade name, trademark, name, logo or any other identification of any person, company or business entity other than NIKE, or UNIVERSITY if approved by NIKE, to appear on NIKE Products (specifically including product supplied for camp use) worn or used by Coaches, Staff or ‘Team members except for the name or logo of the Conference, an NCAA post- season logo, or a bow! sponsor (that is not a NIKE competitor), or when Team members may honor other athletes by wearing that athlete's number. ColoradoiNIKE Agreement9. DESIGN & MARKETING CONSULTATION, (@) NIKE shall continue its efforts to produce high quality Products through consultation with coaches and staff of successful athletic programs such as UNIVERSITY and whose full cooperation is important to NIKE, as such individuals have knowledge that can be useful in the research, development and production of NIKE Products, and is of the essence of this Agreement. Upon request by NIKE, UNIVERSITY shall request designated Coaches and Staff to provide NIKE with written or oral reports conceming the NIKE Products supplied to each through NIKE's product development and testing program, Such reports shall address the fit, wear characteristics, materials and construction techniques of such Products. (b)_ UNIVERSITY acknowledges that a material inducement to NIKE’s entrance into this Agreement is to provide broad and prominent exposure for the NIKE brand and particular Product models and styles. Accordingly, UNIVERSITY shall, subject to the satisfaction of the Athletics Department and relevant Coach as to quality of the Product, require the use, in practices and games, by such Teams 28 NIKE may request, such specific models and/or styles of NIKE Products as NIKE may designate from time-to-time and UNIVERSITY further acknowledges that this undertaking is a material term, and of the essence, of this Agreement. 10. CASH COMPENSATION. jase Compensation. Each Contract Year as further consideration for the 3rd_Contras $200,000 [ath Gentfact Year (2004-05) $200,000 Contract Year (2005-06) $200,000 ‘Commitment Bonus. Tn addition to the Base Compensation set forth fifty thoi Agreement. (c) Performance Bonuses. the respective Performance, ited below within thirty (30) days of NIKE’s receipt of ERSITY that the relevant performance (1) @ event that the football team achieves any ol performances during any Contract Year, NIKE shall pay UNIVER’ Tespective Performance Bonus(gs) indicated below: ColoradoiNikE Agreement