Fay Aan Catr PennState _ Urey PP eS Alumni Association on Maren 20, 2019 Greg, Barbara, Wat and David, CONGRATULATIONS! Enclosed is the fully executed Credit Card Agreement. We greatly appreciate your persistence and {exit n getting this document tots conclusion. We look forward now ta implementing its contents for ‘the mutval success ofa. ‘Should you have any questions, please contact me at 814-863-0518 or via e-mail at aconrad@bpsu edu, Rogar Goof Conrac Associate Director of Business RelationsFINANCIAL SERVICES PROGRAM AGREEMENT ‘This Financial Services Program Agreement (the "Agreement" is entered into as of April 1, 2019 (the “Effective Date") by and between Pennsylvania State Employees Credit Union, a Pennsylvania chartered ereit union having its principal place of business in Harrisburg, Pennsylvania "Credit Union”), and Penn State Alumni Association, a Pennsylvania nonprofit comporation having its principal place of business in State College, Pennsylvania ("PSA"), and ‘The Pennsylvania State University, a state-related institution and instrumentality of the Commonwealth of Pennsylvania subject to the Pennsylvania nonprofit comporation laws having its principal place of business in University Park, Pennsylvania (“University”). Background A. _PSAA is an association that connects alumni of the University to each other, provides valued services to its members (“Association Members”) and supports the University’s ‘mission of teaching, research and service, B. Credit Union is a financial institution that provides financial products and services to its members (‘Credit Union Members") and support its community through charitable contributions and financial education, C.__PSAA desires to have Credit Union as PSAA’s exclusive provider to offer Financial Service Products (defined below) to Association Members and alumni ofthe University (Alumni) as desribed herein Now therefore, for good and valuable consideration, the receipt and adequacy of Which is hereby acknowledged, and intending o be legally bound, PSAA, Credit Union and the University enter in this Agreement as follows ‘Terms of the Agreement 1. ‘The Program. Subject to and in accordance with the rights and obligations in Sections 3, 4 and 8 below, PSAA agrees that during the term of this Agreement, it shall endorse Credit Union as the exclusive issuer of credit cards, debit cards, loans, and deposit accounts (“Financial Services Products”) to Alumni and Association Members (the Program"), 2. Term. The term of this Agreement shall commence on the Effective Date and shall continue until December 31, 2029. (For purposes of clarity, the word “year” or “contract ‘year” as used in this Agreement means each one-year period during the term beginning on the Effective Date or an anniversary of the Effective Date.) 3. PSAA’s Rights and Obligations. |. __PSAA will provide Credit Union with such information and assistance as may bbe reasonably requested by Credit Union in connection with the Program. , Within five (5) days of the Effective Date, PSAA will provide to Credit Union ‘ current list of Association Members and Alumni, including names, mailing addresses, Page 1 of 19«email addresses, and phone numbers (the “Marketing List”), PSAA shall exclude from the “Marketing List the names and contact information of any Association Members and Alumni who (i) have requested not to be contacted by third parties (i) are students who have not yet graduated (ji) reside in a European Union member state andior (iv) are staff or faculty of University. The Marketing List shall be provided in an electronic format mutually agreed ‘upon by PSAA and Credit Union. PSAA shall provide an updated Marketing List after each University commencement, and more frequently upon mutual agreement of PSAA and Credit Union. The Marketing List is and will remain the sole property of PSA. ©. PSA authorizes Credit Union fo solicit Association Members and Alumai identified on the Marketing List by mail, direct promotion, events, digital media, internet, social media, email, advertisements, financial services centers, telephone or, if agreed to in advance by PSAA, any other means for participation in the Program. Notwithstanding the foregoing, the parties acknowledge and agree that no tabling shall be permitted at any location on any eampus of the University except for tabling that is limited to credit catds will be permitted inside the Hintz Family Alumni Center at University Park at agreed upon Alumni and Association Member events. All solicitations shall be conducted in compliance with applicable law, including but not limited to the Card Accountability Responsibility and Disclosure Act of 2009 (15 U.S.C. §§ 1601 et se.) and the CAN SPAM Act of 2003 (15 U.S.C. 7701 et. s€9,), 4. PSAA shal: i, Send direct emails to the Association Members and Alumni on the Marketing List three times per year acknowledging PSA's endorsement of Credit Union; fi, Display a permanent banner on key PSAA webpages as selected by Credit Union; iii, Where possibe, use best efforts to position payment by a Credit Union ‘issued credit card as the lead payment type in PSAA’s online shopping cart iv. Host a webpage dedicated to Credit Union with links to Credit Union's website; ¥. Provide an annual endorsement from PSAA leadership to be used in marketing efforts by Credit Union; vi, Implement digital tracking on PSAA’s website for target-based. ‘marketing initiatives and share such information with Credit Union; vii. Include banner sponsorship acknowledgments of Credit Union in Alunitnsider (or any successor publication) 6 times per year and in The Football Letter 3 times per year; viii, Include a full-page ad for Credit Union in The Penn Stater magazine quarterly. Page 2019©. PSAA and University will each have the right of prior approval of all Program, advertising and solicitation materials, eredit cards and debit eards to be issued by Credit Union that contain a PSAA Licensed Trademark (defined below) or, to the extent permitted ‘pursuant to Section 8 below, a University Licensed Trademark (defined below) ot a University Image (defined below), respectively, with such approval not unreasonably withheld or delayed. The PSAA Licensed Trademarks and University Licensed Trademarks are referred to herein as the “Licensed Trademarks”. The use of the Licensed Trademarks shall comply with the applicable Usage Guidelines in Exhibits A-1 and A-2 hereto. Credit Union acknowledges that in order to protect the substantial rights and goodwill associated with the Licensed Trademarks and University Images, PSAA and University each have the ight to disapprove the use of any Licensed Trademark or University Image. A submission {or approval of materials using a Licensed Trademark or University Image will be deemed approved unless PSAA or University, as applicable, delivers written disapproval to Credit Union within ten (10) business days after receipt of the request from Credit Union. PSA. will provide an explanation for any disapproval of materials, Approval by PSAA and University will not be deemed to be a determination thatthe approved matter complies with all applicable laws, including laws regarding commercial solicitations or use of personal data, f. PSA shall exercise commercially reasonable efforts to forward any ‘correspondence reveived by PSAA that is intended for Credit Union (e.., applications, ‘payments, billing inquires, ec.) to Attention: Vice President of Marketing, 1500 Elmerton Avenue, Harrisburg, PA 17110, via overnight courier within twenty-four (24) hours of receipt, All reasonsble overnight courier expenses incurred by PSAA will be paid by Credit Union, 4, Credit Union’s Rights and Obligations. 8. Credit Union shall engage in the following marketing activities ("Credit Union Marketing”) at Credit Union's own cost and expense to promote the Program for the ‘mutual benefit of PSAA and Credit Union: i. Conduct marketing campaigns in compliance with the Marketing Calendar attached hereto as Exhibit B; fi, Design and produce marketing materials for Credit Union’s own use and PSAA’s use in the Program marketing efforts; fii, Conduct marketing campaigns using the Marketing List in a manner such that Association Members and Alumni receive no more than 6 direct contacts per year. b. Credit Union may also engage in Credit Union Marketing as follows at Credit Union's own cost and expense to promote the Program for the mutual benefit of PSAA and Credit Union: i. Conduct promotional campaigns at mutually agreed alumni related events, including PSAA Chapter and Society events; Page3 of 19ii, In coordination with PSAA, conduct one survey directed to persons on the Marketing List per year, and may conduct additional surveys with the prior consent of PSAA, provided thatthe results of such surveys are shared with PSAA: iii, __Use the designation of “The Official Credit Card of The Penn State Alumni Association” and ‘The Official Financial Services Provider of ‘The Penn State Alumni Association" on marketing and promotional materials for the Program, © Subject tothe approval rights of PSAA. and University, Credit Union will design all advertising, solicitation, promotional and other materials used in the Program except for materials that PSAA chooses to design itself for use in any PSAA. acknowledgements. Credit Union will have the right of prior written approval of all ‘materials concerning or related to the Program that may be developed by or on behalf of PSAA, 4. Credit Union will make all credit decisions and will bear all credit and other financial risks with respect to each Credit Union Member independently of PSAA. ©. Credit Union will use the Marketing List in a manner consistent with this Agreement and will not permit any person or third-party vendor to use the Marketing List for any other purpose. Credit Union will indemnify and defend PSA and University for any expense or harm to PSAA or University in connection with any use of the Marketing List that is not permitted by this Agreement. Fxeept as prohibited by law, Credit Union will have the sole right to designate persons on the Marketing List to whom promotional material will be sent Credit Union will maintain separately and will own all information that it obtains in connection with application for or providing Financial Service Products to an Association Member or Alumni, Credit Union will not disclose to PSAA or University any information received directly from any person identified on the Marketing List; provided, however, Credit Union will provide PSAA i) the report referenced in Section 6.4. and ii) an ‘anonymized, desidentified report of Program market trends. Subject to applicable law, Credit Union has the right to place Licensed Trademarks on gifts for individuals completing applications and on other premium items suitable in Credit Union’s judgment for the solicitation of applications for Financial Services Products provided such premium items are produced by a University licensed vendor (“Premiums”). PSAA and University will have the right of prior approval pursuant to this Agreement of the use and appearance of the Licensed ‘Trademarks to be used on such materials. Credit Union will not be required to pay royalties or other compensation to any third party (e-z., any producer, licensor(ee), or manufacturer of Premiums) otherwise due directly or indirectly to or on behalf of PSAA, a PSAA aff University for Premiums. te or & Credit Union may market any Financial Services Products that Credit Union offers to individuals on the Marketing List Page 4 of195. License for Use of Licensed Trademarks, 4. PSAA hereby grants Credit Union a limited, exclusive license to use the PSAA ‘ademarks listed on Exhibit A-1 in connection with the Program (the "PSA Licensed ‘Trademarks"), This license will remain in effect for the duration of this Agreement and will apply to the PSAA Licensed Trademarks notwithstanding the transfer of such PSAA Licensed Trademarks by operation of law or otherwise to any permitted successor, corporation, organization, or individual. PSAA will provide Credit Union all PSA Licensed Trademark production materials e,g., camera ready art) required by Credit Union for the Program as soon as possible but no later than the Effective Date. Nothing stated in this Agreement prohibits PSAA from granting to other persons a license to use the PSAA. ‘Trademarks in conjunction with the providing of any other service or product, except for any Financial Services Products. b. University hereby grants Credit Union a limited, exclusive, royalty fre license to use the University trademarks listed on Exhibit A-2 (“University Licensed Trademarks") and the University Images (defined in subsection c. below) solely in connection with the ered card program on the terms and conditions contained inthis Agreement. Ths license will remain in effect for the duration of this Agreement and will apply to the University Licensed Trademarks and University Images notwithstanding the transfer of such University Licensed Trademarks and University Images by operation of law or otherwise to any permitted successor, comporation, ‘organization, or individual. Upon request of Credit Union, University will provide all University Licensed Trademark production materials (.., eamera ready art) required by Credit Union for «redit cars inthe Program as soon as possible but no later than the Effective Date. Nothing stated in this Agreement prohibits University from granting to other persons alivense to use the University Trademarks or University Images in conjunction with the providing of eny other service or product, except for any credit cards. © University hereby grants Credit Union a limited, non-exclusive and royalty free license to use photographic images or drawings of the following buildings and venues on University’s University Park campus: Hintz Alumni Center, Old Main, the Lion Shrine and the “We Are” statue, and other University buildings and venues agreed upon by the parties, but specifically excluding athletics buildings and venues (the “University Images") solely in connection with the Program on the terms and conditions contained in this Agreement, provided that such University Images shall not contain the name of University or any variation thereof (other than in connection with the name “Penn State Alumni Association”), 4. All trademarks created for use in the Program by Credit Union (“Program ‘Trademarks") with the exception of Program Trademarks that consist of or contain a Licensed ‘Trademark o University Images or elements thereof, with or without other element, shall belong exclusively to Credit Union and Credit Union may use such Program Trademarks in any ‘manner not prohibited by this Agreement. Neither PSAA nor University shall use any Program ‘Trademark, except that PSAA may use Program Trademarks to promote the Program. Credit Union may use Program Trademarks that contain Licensed Trademarks only to promote or identify the Program during the term of the Agreement, Credit Union may use Program ‘Trademarks as described above at no cost to Credit Union, but only during the term of this Agreement Page $0f19610.9354 s Susssasun amp 6 pasusay ‘suaotygns ue asme9 yp pur “380 jo axe ya HopUDA “asA SHO OF tp soo UoW pa “t ‘PII KjgouoseastN 9g you EHS ‘Yoiys “quod poreuisop sy a0 AassaAtu amp AQ yeaoadde tom ‘24 40) 2011398 10 janpoud am Jo ojdures aasyojuasaidar pu¥ Lose tp Su ‘SoaKojduss ‘s2oouo ‘siosnoatp ‘S209 #1 94) anaosoxd 0} Aes # yons Ur paronpuca 9g [osuoor7 Kup Fuuwoq wong ay Jo sontAIDS 30 sono pur Fuyayzews ‘vonnguysip ‘Buunyoeynuent amy sodew Ausioaqu 2ip Jo Kup 30 etuapEL, pasuoar] Aue Ayipou oy Sts Aue worUn pas ywEAR YoU SBOP AUSIOATU — “1 tou jeys woruy, uous paytposse ssouisag wrupEs] pasuDd~T ou Jo CupHES ‘1 ou soasTe uo] pS y sapunoioq siyBl si Jo diysiouno s.Ayfspatup, wurguoD oy yonbos Aiqeuoseas eur Asioxtup youys susuinsop Kuk Ayss9ag% 0} upood due Futpa wu ky parppposse poo ov pur sofetuy Ayszoarur om pue SyzEWOpe, PasuRD!T ax O PUR UE SONU He suo Ayss9nmIT we SoauTe pur s8papMoUsP UoTUA YpA “Kynd saypo out Jo Xiodoud afosayp are savur 4.298 pur ‘syrewapen ‘soRo]s,cued spo ayy ey) S%pojmouyoe Aured ype “Aued sap amp 30 HASUOD Lowa soKed oep ONAN sn 40} ss8uNEpes |e Jo yeaosdde Jo sjususSpaynouyoe diysiosuods 2A IS VWSd >6130 c98e s.Aured pay 2tp Jo wousfutsut so osm poztioxyneun saynynstoa wuaKIDaZBY siKp UE ayuesd“SoBew Assoqnt 2p Jo Aus pun SYUApEL], Pasuad¢y atp pun SL asus a Jo asias0%9 ,noIupsIp9iD rey ed Ku oy synsse And puny Aue jp ole yons du Jo vos po1oaoaas Xouout Kuy “6 1 ayesadooo 0y ‘asundxa 8, AI uatibasly snp uF uoque) pas tp somoyda youyin sau Austotup ayy jo Cup pu sysewopes] pastoot any 30 ued pay £q wourfugur Aue aynaasosd 03 24 Burznn pu atuadxa tao 10 219 104 Ng YE ‘Asioanup ‘sole Aston om jo Sue pur sxzewopea UDDF 3 50. 9]0s am1 sy “AuszaAtUp) AANoU os [oY WORM PAID ‘SEU AeszonNEH OM JO ‘Aue pur syrewapeyy posuoor] 249 ut Sits drysiouio s-cyssonqu jo waMSTUUUE ‘we ammysuoo agree Yor Sued pan B.Xq Anan up Jo Suse] WORN 31p93> JT uoupay wou ‘2auy joys Aastoatuy, Seupeay pasudd4" 8 Ruxeaq Sanpold 10 S914 2) Jo sojdues panoudde ayy wioxs umizedop v 51 WUD89 9 UY “AL "uoqup pai 01 aotiow aoueape ayqeuoseas woda sinoy ssausng eauou Fuunp aun fue ye uowoassy st ‘nous pur ods YB 2M ane eUS AusATUN eR PU “aren POO yo 99, nde sr 98090" Sussuaor yuuoo's}>:manydy ye Kuedwso, Sest90"T 9} ‘34 89 suopunn posuaoy Jo SH ALND Y "yey AwsIOANEA BUIEOG, ‘sanpoud pur sooruas Aue jo ammoejnueut o4p oy ummoxg Hulse2047]rights, the parties agree to cooperate and investigate any such assertion (e., by supplying relevant evidence and testimony). University, a its own expense and utilizing counsel ofits choice, shall defend itself and Credit Union ageinst any claim asserting that exercise of the license rights under the Licensed Trademarks and any of the University Images, granted in this Agreement constitutes ‘unauthorized use or infingement ofa thied party's rights. University shall not consent to any settlement or ather resolution of any such action that requires (Credit Union to take or refiain from taking any action or to pay any money, without the prior written consent of Credit Union, which shall not be unreasonably withheld 6 Royalty and Dues Payments. 8. In consideration for the use ofthe Licensed Trademarks and the University Images, Credit Union shall pay to PSAA the royalty payments set forth on Exhibit C hereto ‘C-Royalties”), Royalties will not be paid uatil a Schedule B (W-9 Form and ACH Form) or ‘other IRS required form (e.g, W-8) is fully completed and returned to Credit Union by PSAA, b. The first annual Royalties will be paid on the Effective Date of this Agreement. The remaining nine annual Royalties will he paid on each one-year anniversary of the Effective Date ending on April 1, 2028, ©. __Inaddition to the Royalties described in Section 6.2, and 6.b, above, during the term ofthis Agreement Credit Union agrees to pay to PSA the first year's annual ‘membership dues for each Alumni who is not an Association Member who joins the Credit Union (*New Association Members”) based on his or her eligibility for Credit Union ‘membership as a PSAA member. Credit Union agrees to pay to PSAA dues for New Association Members monthly at the then current membership rate for each Alumni, not to exceed $50 for each Alumni 4. Credit Union shall provide monthly reports to PSAA showing the names of ‘New Association Members, Each monthly report shall be provided no later than the 1S ‘business day ofthe following month. PSAA shall, upon reasonable notice to Credit Union, in accordance with Credit Union privacy and security requirements, and no more than onee annually, have the right, at its own expense, to examine the books and records of Credit Union to the extent necessary to verify the accuracy of reports provided by Credit Union to PSAA. Credit Union agrees to keep records and books of account with respect to this, ‘Agreement in accordance with generally aecepted principles and practices in Credit Union’s industry, ©. PSAA acknowledges thatthe Royalties payable by Credit Union hereunder are {n consideration for Credit Union’s right to use andior have access to certain intellectual property owned by or within the control of University. Notwithstanding the foregoing, the parties agree that Credit Union shall pay all Royalties and other compensation payable under this Agreement solely and exclusively to PSAA. The parties further agree that, as between PSAA and Credit Union, any amounts or other consideration due University in connection ‘with this Agreement or otherwise in relation to or arising in conection with the Program, Page 8 of 19including without limitation from Credit Union's use of any Licensed Trademark or University Images or from University’s actions or forbearance in connection with or in relation to the Program or this Agreement, shall be the sole and exclusive responsibility of PSAA. University further acknowledges that (i) any dispute that may arise between PSAA and University regarding amounts due University in connection with the Program shall not excuse University from the performance of any ofthe provisions of this Agreement applicable to it and (ii) any such dispute shall not constitute a basis upon which University ‘may act to prevent Credit Union from the enjoyment of any of its rights under this Agreement, or seck to obtain compensation directly from Credit Union, and (ii) University shall not, however, be precluded from pursuing any rights for monetary damages hereunder Against PSAA in respect of such dispute, 7. Inclusion in Credit Union Field of Membership. PSAA acknowledges that under the laws of Pennsylvania, Credit Union can provide Financial Services Products only to persons who are within Credit Union’s field of membership and who become Credit Union Members. The parties acknowledge that PSAA has executed and sent the letter attached hereto as Exhibit D to the Pennsylvania Department of Banking and Securities (DOBS) to include PSAA Members in Credit Union's field of membership and DOBS has approved including PSAA and Association Members in Credit Union's field of membership. DOBS* approval ofthe inclusion of PSAA Members and Alumni in Credit Union's field of membership is a required condition of this Agreement, If DOBS? approval is revoked, this Agreement shall terminate, and the parties shall have no future obligations to perform, 8. Exclusivity, a. __Asof the Effective Date and during the term ofthis Agreement, neither PSA nor entity or organization directly or indirectly controlling, controlled by, or under common control with PSAA (“PSAA Afliate”) will directly or indieetly: () sponsor, endorse, advertise, aid, develop, market, solicit proposals for programs offering, or discuss with any ‘organization (other than Credit Union) the providing of, any Financial Services Products of ‘any entity other than Credit Union to Alumni and Association Members; (ji) license, allow others to license, or use or allow to exist the use by others of the PSAA Licensed Trademarks in relation to or for promoting any Financial Services Product of any entity other than Credit Union to Alumni and Association Members; and (i) sell, ret or otherwise make available or allow others to sell, rent or otherwise make available eny of its mailing lists or information about any current or potential Association Members or Alumni in relation to or for promoting ‘any Financial Services Products of any entity other than Credit Union. For purposes of lavfication, University is not a PSAA Affiliate. Notwithstanding the foregoing, nothing hherein restricts any other financial service provider from marketing any financial service products, including credit cards, to its customers. b. _IFPSAA orany PSAA Affiliate sells any product or service, in connection ‘ith such sales PSAA shall not, and shall cause PSAA Affiliates not to, favor any payment product or method of payment over any payment product or method of payment offered ‘under the Program, ©. Notwithstanding anything else in this Agreement tothe contrary, PSA and PSAA Affliates may accept advertising in any medium from another financial institution Page9 of 1961001 98a ‘Gumbo Jo sojdound reanuad Xq pue Sesousd ser _Stoupoxo Jo wowoasoyua ax Sunpay Sve] sess 2940 30 “dyssoatooo4‘Souangosur ‘Aoydnuyung 4a poy] 94 keut ons se ydaoxa‘stu} si pin 20ueproace ur Xued yons wuts 2[qeo2x0yu9 “fumed ypns jo uoneSy}go Burpung pue prea Tea] v soyMyysuoD wwaMADIBY sty, “1 sai sip s9pun su (90s oj oy ue P Pe ajn20x 0} Koy ne pu aNd Kress309U ‘Suupueys poo8 wr pu Buns Ay suoUBOBY sip Jo wy 2MY ynoyBos pue a1eq aaHDd4F AMp JO SE IP HHO Yo ‘se ‘syeuasoo pi symeuta siuasoidor ypeo Sisioaru7 pur UoIwA pA “VVSd ‘uonwoyyumapuy ‘sopuELiEAA pur suoperuasasdoy —% ‘wom pai waAaud. ‘wresBoug 23 ur wonpdtsed 4 uno 0 unaspeun ) “puso upavo s,uonmnsut[eioueuy soqioue Jo Aussaarun ayp £q qawasiopta ssoxdx9 put ayioads w ureimo3 you s30p AaAnae was Aur yexp poptnosd wot Ubu J9yRO Aue 309 dojoxop “pw 40 “toys unpout ue ut a a0 &tpap Kut 1P2K) WEY JOWRO) WoHEzzuAIO uP yas SSHDsIp 40 8 “oyroU ‘dojanap “pro “asmsaape“asiopta‘zosuods (1) 1.50 duo} 9 Suunp pu aye ARAN 3M 30 sy ‘nparg S91.9§ rung » 10) Buren HEU soNNOUE Jo EYY VSd UR 10 VS ‘q wuowsiopua porjdur o ssoudy9 ue urequ0o jou soop yuawiastuaape ay Jeyp poplcid6130 119g og wowsosSy sm pasuroy 20 pouato 40 j0 no Bus uonaou09 pov ‘soja pur uonsouu09 wy syewoped] umsFor, J0 SEEWpEAL WORN Hpasy twoovoyp anus u sBWpeLy, asuaor] ASiONIUP| aM Jo:29sn 5, HORN YpSI> toy 40 USIDY PENNE upper, posuaory Aassoamuy ayp oy Zunwyar suyef9 4d pan wou Bumsas 30 “Jo 300 Bu poste “(sasundxo umoo pur s29p Sousone 2jqsuos¥as s8 280 Joy worup pax oy SpMMpRAL pasuadry A4YsI9AMT ON mod pure 2 xp pu symemapery pasuodr] Aysia atu ayn 38m oy WEE ay SHY MoI pes. TENA HEABOAg, 24} Jo wnop pure Buunp soyearoyy pouod uw pur uowaosBy sy jo uD sn NoYBNaN ‘ue teqyannoays3 a4 Jo se Hon pass 03 suRAION pur swosoidos SSO] p 2] Suorpudd pur sud a MIE SoUNpIONDP UY MINFOAg 230} wom psu KqIs"T BM REpY Au Jo ast “Kane (od “Sunde “sn04J0 wsd 9 24. sso]uuoY Poy pu puayap“EOIG 2H 0 292 9 *pvaIg ons Aue Jo oueAH pr ‘oun ‘yep ayy yodas oy saBURE WYSa SOQ S30 ‘wotun pas jo woneuuoyur Aue o} weyod dew yx ‘98eIO}S UOREUUOGUT 30 NORIO; 30 YOK 40 sso] Aue 40 ‘suorsnnju poztowmeun Auw wos 20 w Zunpnsos Anos st ut yoe1g UR asOPSIP ‘jing 01 saaste Vga ‘senu0> oy} oy uouROHTY siy) UY BuLNASu FupUEISHNION ——“P jo AppaAyS oda uononuisap yons Jo aouesnsse fe Aund yoro ‘waxy wsamoq yeawasBy um w wr soxued ax q poate Aeayrodsastauypo ssoqu 'sopIsas “uoneuioyuy yans Kensop udaoou su Bueaorfy aun ajqeuoseas oo ue 1 Aue onnsap 01 sostutoud pur ia 30 uoreatdxo Au aan apy) Buyprefau sonmaisuodsay iowa sup ut TuyMCue AuTpURISIN “Kure Busopsi xp jo wore fenuopLyUE> Kur 30 95 2130 BY99 wo 40 69 padoqoxap. seo ax yan po soumsopod ayy 30} Krssan9u so “uo seu610 p19 Jo panoq[ar 9q[eYS pur wouDa:By snp oyu} 0} ‘vorEL|gO ay Ju ING TE a OAK EUS ‘ung Aue “Souze4 ax q wodn poo Korine. jt pousd J98to| ans 30) Joosoyy ono wT ) Ava tmp para 39 01 up yons ue “zopunsioy paprvosd Saa9 2p SoustuTUp AEE ye ‘aaneou Jo pofgns oy sawe30q AY AIU, 94,30 UortN pas "VYSa wane ay up AuDH|gnd 9ANEFON J0j WoNDUTUUD! “2 ‘MoUROIBy snp ayruRUA KIorEIpoUN jo Aue wor ‘uonepinbyy 40 dssoye sas ‘dysioatoaas pasno4d fouDafosut pan ewe —“P 1 0 Tuo oMDA.BY sm jsqns 30 9Mo 10U Soop HOHE HpAAD am ySs9ntuf) OM apes (1) pu yeaug UAE ay 30 pak) 0} aon0u SUNT? Kq WoUsory Jopun suoweygo 20 IL Hp|ND Aq Yow jeuAIe Kue Jo AD a UE” ppoung aun Ausioarur ap Jo pus ayy oye sep NOK) wou juaUDRATY Sp opus 10 sostutou s,fqssoarip Jo Aisinsrur Aq yovalg peuoret fue Jo 1uaR9 aHP UG ;pourg aan yons Jo pu ax soe skep (09) sp wor (,pousg 2:n3,, tp) uisiny popinoad se ‘oon 420} 20uD4 2atsnpoxo a4p 464 pouuoysod Ay pu 9 ‘01 paeou oxy) exoeayfsmtog Jo yyeosstouNTDD ay Jo Soe] ap AEM BodIEpIONNE tt PoaUO;UD ‘Pur pansisuoa ‘ [esdU295 Jo 9010 Ausioatuy aig wroeaycstung 3,1 101 £09 @ A ssoutsng pur soueutg 10} oprsoig 294A 10N09§ :NOLLNALLY ZOROT Va “Hea AussaATUN, ‘wy PIO 802 AusANUN OL (2)6tyosr eg [ofed Buymoy0p vo saunyeuses) ‘ounjop zeus Aue 1 ‘wows 0 ‘onionsysuoo jo aj ‘sfenur] jo Kuniquue yo uoseas aq Kued Au sure 3020) 0 pansisuoo ‘prou oq yeys touRarsy sw Jo WORDS 20 UosstAoNd ON fost arpa +Hoqp pun oyeioy soqsed ayp Buowe suorenoFau Jo lonpaud ay st oMDBY Si, ‘vonoipsunt Is noo # &q pantutod worxa 24 0} Souaprna W9q Se jqisRApe pare ye uO wuowoauSy sip jo aout fo oped ayy, yuoumasur ous ayy pue au0 amypsuoo | 470801 HoH [awaap ag Yony Fo ye ‘sudo UH panaaxD aq Act WowoasBY sty," ‘pond ep (0) Aaa ‘up Bunpraoud £q séep ns jE noUiaBy 2 “sqrouautnbot 30 suoneynan “poo ‘oxy 4 pasnea sr amy 30 Aeppp yans yuaxe ayy o aoueURIO} 20d UT An ‘Sue 20 apqsuodsar poy 99 14s Horn wpOX ay JOU KusioAINN “VYSd REN anda spa wiforg weinos yup teouoIBy o¥p Jo uu} aun TuLinp ponssy 94 30U Hs uowup pax ‘onoMOH “SYBoWAPeX| weIBOLY ox FUREEIUOD spueD Wpas9 Mau aNsst ou Ae worn WpaIy “wuouROHsy sp Jo Uw} a4 Jo wowaiiy stp Kq poptaoid Kjssaudxo astaionno se doox9 son Ku 81190 0) 90d a61061 eq sSoamm oyeIS eUEAy SUNDA LL RST FW a ey oa st Ze Ka fds taunfyeareng wag 4, “oamjeuts aanmuosoudasyons st0}oq yoy jos amp op Jo se WoURaseY st Painooxo sey ‘onnquasoidas si 9 ‘Soned 4p Jo 4>ea “JOSRITHAA SSCINLIAN NT uoqup pax soaXoyduna ayers epuEagssuuogEvan Bes. VVSa aun ‘tquoudde pus orsioy paysene SyeWApeAL AuSOAUC, OY iqeayde 9 ‘WV potoen2tp uo unous se yppnaiays woRun(uod USN ‘ Buoys “pewspesy pasuoary yysq 2M Jo sBeun pazytis (1) Jo 980 pue arezvadde a, pounfuoo w seeped, pasuEDr'|ASHOAIU ayo UIEURD YA BUOIE “wojaq papnjout pu axoge past rewtopes, pasu32r] VVSd 3k) Jo sou (urzefeus ys 2490) S98 oHEIDossy raunyyEvan enla) ~~ mone uonepossy uuniy areiguuadPenn State Alumni Association Pare olor mt PSU da be aa PSU gh ue J PennState Alumni Association reso mak P50 dat wh 30% coon y PennState J Alumni Association onacolr ik Se Soe en PennState oo Alumni Association Visual Identity Standards ae Color specifications 4 Secebrasme mamas ee RSosiee Sinan Speier sr tn Seamiemyumeens Simsesaniene Pela ee item omen simon merce in San en iecrartocaenec Sera Seienpetonnrs Samet eget Suse Exhibit ALeva ‘pos. 2g feu woe ‘up ‘wooroud 989] sno suayeay pu reds sos 3 ay nd ‘ad6o70] a4 mop posn 94304 Pinoys eR an eIOUSA Uy «| punos5yoeq ep © uo ourno ay 8 aen 399 Md ned om sonpoid oud « st yo0iq 20 ama caqed pur $90, x3 ung 2m ot 0 ud ed poe gH OS SEO He + ‘Yano OU pynoys nq ad wed oy szoU Posey aq eu SaIYdeIB IO NO] 1g cv uaaI9 eeExhibit B ‘Sample Marketing Calendar (Marketing Calendar to he developed annually by mutual agreement of PSAA and Credit Union) ‘Frequeney Tactic ‘Audience Upto 6 per year | Direct ‘Association communications ‘Members and ‘Alumni on the Marketing List per year Banner ad a All eNewsletter Alumntnsider recipients per year The Football Letter &- | Ail email recipients inal T per quarter Full page ad in The | All publication Penn Stater magazine | recipients Tperyear “Association Member | PSAA dues members Sarvey Sper year hapier and special | Event participants events Trigger-based | Social media PSECU social pages Trigger-based ital advertising | Targeted ads and SEO Trigaer-based | PSECU Financial | Targeied based on Services Products | overlay of data communications ‘Ongoing Blog posts and content | Hosted on pseeu.com ‘Ongoing Website presence] PSAA and Credit Union propertiesExhibit Royalties and Dues Payments Royalties: In accordance with Sections 6.2, and 6.b. above, Credit Union will pay PSAA a Royalty calculated as follows: Paid Annually Total ‘Annual Payment $1,500,000.00 ‘Total Payment 15,000,000.00 ‘Dues: During the term ofthis Agreement, Credit Union will pry PSAA dues for New Association Members subject to and in accordance with the provisions of Section 6. above.‘pone wart nS $95:000|ISPSSEIM » aEHL-ZORL WAU NUN «eg Lan Aue ‘fressous A038 Uo|UN yp. sNoK sijouDg aUN 0 BBeUEApe Oye) sno Buoy pue sadou N'3Sd Jno uien GupHOM jpyewyoudde eye) Kew ssano1d ‘5, Buuop}suo9 Jo} nok ue, ue "yove0s02 ‘Suypes) jo uoissiu s AysioWUn a\y uoddns o pu ‘SioqwoU! 4) S201K08 Panter picid ayy UL “dusioquow so s ZoRS) ve HER AISI ydnynw uBnoxy s1equow OOg'OLt J2A0 Sey 190 Jann ANwe:s ZU Ye PexeDO) su ‘no3sd ‘4g auop 09 pinco se jam se sdnou sno saios Ayryssacons 04 senquowe feqUESs9 DUE s20).008 0 ujpeaig aut ym YOUN yp9.9 AU e BBA; O) SeoinOsO: AlesSz0ynog “S159, 8104-90141 Va “BunaswseH £1019 08 0'd nossa s20\j0 dusieqwon, weudojsnog diysioquiyy pue Bupoweyy TUOPISAe B01, saynog Pevegieg ‘SV uonepossy rumry aqeiguuagsuo 25n eves -0354 ¥30NS9 ALunsMoaso rwn09 NOWYLSININGY NoWn 110340 SWNOILYN Ml 48 QBuINEN! ATTYHIORS 61 NOIND LORD SIME WOI'N93sd sEEeEEE COR 101-9012 v4 ‘ONnESILAYH CLOLY KORO “4 ajetvossy SunaeW Q e16e10 Auequiny —)U “hosooug ‘mOUY 2u Ye] BSEOjA ‘psx;nbou s! eUONIPpE BUI Ue J ‘smug “sy 26q JOLLL Wa ‘GingswieH ¢1 ang ‘Years pucses 'N ZL Sonunoos ® Bunjueg jo waunedog ve ‘00 suoUN ypeId 6102 "ge Azenuer #Sd1 ys ge an yas pure 8 ems eH ig Dunas sues VAON ‘snFuy pug 99 sean Jo SPRY S.uowN ypa1o ay Jo IIIA alow eenduE| sdnosD yeu0N pur Ieuonednaog Joyo, 2 yum souepI0938 ut dou 29} v Jo und se pasoudde ame woRRIDOSEY OUT aves uuag Jo sinquous 4p asnes0q “CressoxaU 3q You [EN SO]DNIY 2qp 0 UaUUPURI HY zosoI Va Ed yszotup meg wsunyy Aqnueg au POH>o] YonEOsSY wUNIY s¥ES Uog Jo DGGE Ooo'OGI aK dsoqson jo pfoy sur ow adoooe or (q:aSq) HOHE WpaID soaMo}dura eIEIS yang 0} pawest Agony st ould “610% “6k Aterugp pareps9Noy Mak or asuods94 Uy sus 3 9 va uoneossy nun = ELOL-9O1LI Wa “Bangs £1019 X08 ‘Od SeUSAY WORDLE OOS wou. pean soasoqdurg ayes emeay sug (0D pu wopIsoH ss 608015 yy WOFTSSSTTTMURT eur aanang Ae 61074 Azenageg onsen oan {6 e.ueajAsuuad KY”,