ATHLETIC REVENUE DEVELOPMENT AND SPORTS MARKETING AGREEMENT
between
NELLIGAN SPORTS MARKETING, INC.
and
THE UNIVERSITY OF TEXAS AT SAN ANTONIO

This athletic revenue development and sports marketing agreement (?Agreement?) is entered into as
of June 1, 2010 (the ?Effective Date?), by and between THE UNIVERSITY OF TEXAS AT SAN
ANTONIO, a govermnent agency and institution of higher education of the State of Texas
(?University?) and NELLIGAN SPORTS MARKETING, INC. in which NSM will provide-
certain athletic?speci?c sports marketing and. revenue development services as further described within
this Agreement.

Whereas: University issued Request for Proposal 30901449 for outsourcing of certain
athletic department sports marketing and revenue development, and NSM responded
with its proposal dated December 17, 2008 Response?); and

NSM was subsequently selected as the highest ranked respondent to the RFP.

or and in consideration of the mutual promises and covenants set forth in this Agreement, and other
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, NSM
and University agree to the following:

1. Services

NSM will administer and manage the sports marketing and revenue generation services and
certain other multi?rnedia programs for University?s Department of Intercollegiate Athletics (the
?Athletic Department?) all as more particularly speci?ed below (collectively, the ?Services?).



2. Grant of Rights Performance of Services
2.1 Limitations and Reservations.

2.1.1 Agreement Subject to Terms and Conditions, Applicable Laws and Rules. The
rights granted under this Agreement are subject to the terms and conditions of this
Agreement; (ii) all applicable federal, state, and municipal, laws, regulations, codes,
ordinances and orders (collectively, the ?Applicable Laws?), (ii) all existing
contractual arrangements and obligations of University; the constitution, bylaws,
rules, policies and procedures of the National Collegiate Athletic Association
the Southland Conference (?Conference?), and any other athletic
organization with jurisdiction (collectively, ?Athletic Organization Rules?); and 
all University Rules, including prohibitions related to tobacco use, alcohol, and other
drugs. For purposes of this Agreement, "University Rules" means the Rules and
Regulations of the Board of Regents of The University of Texas System found at
(ii) the policies of The University of Texas
System found at the institutional
rules and regulations and policies of University (which may be found at

Page 1 of31

 and University?s Standards of Conduct Guide, which is
located at 

2.1.2 Rights Reserved. Any rights not expressly granted by University in this
Agreement are speci?cally deemed withheld and reserved for University.

Without limiting the foregoing, the following rights and agreements are speci?cally
excluded from the athletic sponsorship rights granted to NSM under this Agreement and
will n_ot be included in the de?nition of Athletic Sponsorships as de?ned in Section
2.1.2:

(3) rights and agreements related to naming sponsorships for any University
buildings, stadiums, gymnasiums, ?elds, auditoriums or any other University
facilities;

any Athletic Sponsorships currently under negotiation between University and
the companies (including their subsidiary organizations) listed in Exhibit 1
attached and incorporated for all purposes (?Pending Sponsors?), provided
however, that this exclusion will expire twelve (12) months after the Effective
Date of this Agreement. The Athletic Department will use reasonable efforts to
notify and coordinate with NSM regarding the Athletic Depattment signage,
advertising, promotion or publication assets that may be included in any
sponsorship agreement with a Pending Sponsor. Subsequent to this twelve
month period, should any proposal with 3 Pending Sponsor incorporate signage,
advertising, promotion or publication rights that have been granted to NSM
under this Agreement, NSM and the University will agree as to the value of such
rights to be included in the calculation of Gross Revenues (ref. Section 5.3) as
set forth in Section 2.2.3; and

rights related to beverage, vending, and pouring rights agreements (?University
Beverage between University and any of its beverage
providers (?University Beverage NSM may, however, enter
into Athletic Sponsorships (ref. Section 2.2.1) with a University Beverage
Provider, provided that any such Athletic Sponsorships are separate and apart
from University Beverage Agreements; and (ii) in full compliance with all terms
and conditions of University Beverage Agreements. 

In addition, and notwithstanding any other term or condition in this Agreement to the
contrary, University reserves the right to contract from time to time with one or more
third patties for development, maintenance and operation of an of?cial Athletic
Department website. All Services and Athletic Sponsorships secured by NSM will
comply with the terms and conditions of any agreements between University and the
of?cial Athletic Department website providers (the ?Athletic Website Agreement?).
The current of?cial Athletic Department website provider is JumpTV, Inc. Any new
agreement or renewal with an Athletic Department website provider will not infringe
upon the rights afforded to NSM under this Agreement, without the written consent of
NSM.

Page 2 0f31

2.2 Athletic Sponsorships

2.2.1 Grant of Rights. Subject to the terms and conditions of this Agreement, University I
grants NSM the exclusive worldwide rights to organize, develop, and market an athletic
sponsorship program for the Athletic Department, including securing existing 

Hture Athletic Sponsorships (ref. below), all as more particularly described below.

From time to time, University enters into contractual agreements with businesses and
other entities under which, for certain monetary and non?monetary in
kind consideration, the Athletic Department acknowledges those Sponsors through
various means including the display of the Sponsor?s logos, trademarks, service marks,
business names, signage, limited advertising, and other support (collectively ?Athletic
Sponsorships?). Athletic Sponsorships include Athletic Sponsorships related to
Athletic Department venue signage, promotional game day rights and game
sponsorships, corporate hospitality, of?cial publication advertising, and radio and
television advertising. The tenn Athletic Sponsorships will not include those
agreements and sponsorships set forth in Section 2.1.2. A list of University?s Athletic
Sponsorships existing as of the Effective Date for the University?s 2009?2010 fiscal
year is attached as Exhibit 2 and incorporated for all purposes (collectively ?Current
Sponsorships?). The Athletic Sponsorships that are limited to non-monetary in kind
consideration are referred to as ?Trade A list of University?s Trade Outs
existing prior to the Effective Date (?Current Trade Outs?) is also included in Exhibit
1.

The Athletic Department will utilize its best efforts to refer all third-party inquiries
related to establishing Athletic Sponsorships to NSM. The University further agrees to
fully cooperate with NSM in its performance of this Agreement, and the Athletic
Department will use reasonable efforts to assist NSM in completion of its obligations
herein.

2.2.2 Athletic Sponsorship Services. In accordance with the terms of this Agreement, NSM
will develop, for University?s review and approval, a comprehensive Athletic
Sponsorship program, and will work diligently to solicit and negotiate agreements for
Athletic Sponsorships and to identify future Sponsors. NSM will use reasonable efforts
to secure renewals of the Current Trade Outs unless otherwise directed by University in
writing.

NSM, in consultation with University, will develop and utilize contract templates for

use in documenting all Athletic Sponsorships. Wtam University? 
approval on each contract template prior to use of the template by 

. 
.mmln?I-?-wmr?- .1. .- .

 



2.2.3 Revenue Inclusion.

Athletic Sponsorship Revenue Exclusions. Except as otherwise provided in
this Agreement, including without limitation the terms of Section 2.1.2 and the
revenue from Trade Outs as described below, the revenue from all Athletic

Sponsorships will be included in the calculation of Gross Revenue (ref. Section


Page 3 of 31

2.3

2.3.1

2.3.2

Exclusion of Trade Outs. The revenue from any Current Trade Out or new
Trade Out (?Future Trade Out?) will n_ot be included in the calculation of
Gross Revenue (ref. Section 5.3). Instead, NSM will receive a commission on
the revenue value (as de?ned below) of any Trade Out secured by NSM as more
particularly described in Section 5.7. 

(0) Revenue Value of Trade Outs. The revenue value assigned to the Trade Out(s)
secured by NSM (excluding Current Trade Outs) will be mutually agreed upon
by NSM and University. If, within a reasonable period of time, the parties are
unable to agree upon a revenue value for a Trade Out, then the revenue value of
that Trade Out will be determined, at University?s option, by either the cost
of the most recent purchase by University of the product(s) provided to
University in the Trade Out; (ii) the price of the product(s) provided to
University in the Trade Out as established by a recent price quotation submitted
to University; or the price of the product(s) provided to University in the
Trade Out as established by a recent price quotation submitted to NSM.

Broadcasting

Broadcast Rights. Subject to the terms and conditions of this Agreement, University
grants NSM the exclusive worldwide broadcast rights to produce and distribute by
television, radio, computer and Internet (ref. Section 2.3.2) all play-by?play and
commentary for regularly scheduled pre?season, regular season and post season
intercollegiate men?s football, men's and women?s basketball games, and related
coaches? shows: and (ii) other intercollegiate athletic events approved in writing by
University. Provided, however, notwithstanding any other term or condition in this
Agreement to the contrary, NSM will comply with the terms and conditions of the
University?s radio broadcast provider agreement (the ?Radio Broadcast Agreement?).
The current University radio broadcast provider is Clear Channel Broadcasting Inc. The
University and NSM will jointly negotiate any renewal of the existing Radio Broadcast
Agreement and/or any agreement with and future Radio Broadcast Provider. Any new
agreement or renewal with a Radio Broadcast provider will not infringe upon the rights
granted to NSM under this Agreement, without the written consent of NSM. NSM will
not contract with or work with any providers of radio broadcast services or any other
form of broadcast services that may compete or con?ict with the Radio Broadcast
Agreement.

Broadcast Services. Subject to prior written approval by University and the terms and
conditions of this Agreement, NSM will use reasonable efforts to solicit and negotiate
agreements for the production and distribution of a comprehensive television broadcast
package and a comprehensive radio broadcast package (the. ?Broadcast Services?) for
all University?s Athletic Department programs, speci?cally including the broadcast of
football games and men? basketball games in the Bexar County, Texas region. Subject
to prior written approval by University, the Broadcast Services may include additional 
Athletic Department-related broadcasting, such as coaches? shows, specialty
programming Director of Athletics daily reports) and, subject to the Athletic
Website Agreement, Internet broadcasts.

Page 4 0f31

2.3.3

NSM will provide all equipment, technology, production services, management,
personnel, and other related services required to. provide the Broadcast Services. NSM
will pay all costs associated with the Broadcast Services, including travel expenses,
costs associated with broadcast talent, telephone charges, equipment expenses, satellite
expenses, advertising expenses, multimedia expenses and all other costs necessary to
provide the Broadcast Services. Such costs will be included in the annual budget.

NSM will obtain the following items in connection with the Broadcast Services: 
filming permits, licenses, releases, waivers and consents from all entities (including
governmental entities) having authority over the ?lming; (ii) location licenses, releases,
waivers and consents, narrator, performer, guest and production staff releases,
waivers and consents, inclusive of those from guardians of minors; and (iv) any other
permits, licenses, releases, waivers or consents necessary in connection with the
Broadcast Services. NSM will ensure that the permits, licenses, releases, waivers and
consents for the Broadcast Services include all distribution or exploitation of the
Broadcast Services, in perpetuity and worldwide, including any permits, licenses,
releases, waivers or consents required for: re?broadcast via a cable television ?video-
on?demand? service whereby a customer pays a fee associated with such service; (ii)
any re?broadcast via a closed?circuit television network; or any grant of
and distribution rights to any third parties desiring to distribute either
the Broadcast Services via reproduction in DVD or VHS video format or via the
Internet or on mobile devices (or any such other similar form of video distribution
technology now known or hereafter created). In addition, NSM will ensure all permits,
licenses, releases, waivers and consents are secured, as applicable, for the musical
works, compositions, ?lm, television or video clips and other artwork used in the
Broadcast Services. NSM will supply University with a complete and accurate list of
every musical work or composition used in a particular Broadcast Services episode, and
also any film or video clip, or other artwork attributable to an artist, including any
individual working for one of the parties or retained by either party to produce works-
for-hire for the Broadcast Services. Any and all permits, licenses, releases, waivers, and
consents to be used or obtained by NSM will be pre~approved by University. All of the
permits, licenses, releases, waivers and consents obtained by NSM in connection with
the Broadcast Services will be provided to University as and when received by NSM on
a continuous basis. If NSM is not able to obtain any permit, license, release, waiver or
consent in connection with the Broadcast Services, University will provide reasonable
assistance in obtaining the permit, license, release, waiver or consent.

The University will own all rights in each broadcast made pursuant hereto. In
furtherance of the University's ownership rights, NSM will make appropriate copyright
notice announcements during each broadcast and will a?ix appropriate copyright
notices to all audio and video tapes and other forms of recordings or reproductions with
respect thereto. Notwithstanding the foregoing, NSM may be granted the right to use
and license the use of any footage or audio recording of any broadcast and/or for any
rebroadcast in accordance with the terms of Section 2.6.

Broadcast Services Revenue Inclusion. Except as otherwise provided in this
Agreement, including without limitation the terms of Section 2.1.2, any revenue
generating contractual arrangements secured by NSM in completion of the Broadcast
Services or the broadcast rights described in this Section 2.3, including all advertising-

Page 5 of 31

2.4

2.4.1

2.4.2

2.4.3

related contracts, is considered an Athletic Sponsorship for purposes of this Agreement,
and all revenue from any such Athletic Sponsorship will be included in the calculation
of Gross Revenue as defined in Section 5.3.

Athletic Department Publications.

Athletic Department Publication Rights. Subject to the terms and conditions of this
Agreement, University grants NSM the exclusive worldwide rights to produce, publish,
sell, and distribute all of?cial Athletic Department programs, annuals, posters,
schedules, ticket backs, and other Athletic Department publications mutually agreed
upon by the parties in writing (collectively, ?Athletic Publications?). Subject to the
terms and conditions of this Agreement, including without limitation the terms of
Section 2.4.3, rights related to Athletic Publications will include the right to
market, distribute, and sell Athletic Department game programs at the Athletic
Department?s intercollegiate home games.

Athletic Department Publications Services. NSM will produce, publish, market,
distribute, and sell Athletic Publications for such Athletic Department sports programs
and events as mutually agreed to between NSM and the University. NSM will be
responsible for all operations related to producing, publishing, distributing, and selling
Athletic Publications, including but not limited to providing all necessary personnel and
arranging all contracts with vendors, suppliers, sponsors, and all other production
elements required to complete obligations related to Athletic Publications. NSM
will use its best efforts to secure Athletic Sponsorships for all Athletic Publications.

NSM will obtain University?s written approval of all Athletic Publications prior to
production and distribution. If University approves any Athletic Publications, NSM
will request and University will provide the production speci?cations (?Production
Speci?cations?) for use in the Athletic Publications. NSM will comply with all
University?s Production Specifications.

Solicitation Sales on Campus. NSM will be entitled to sell, distribute, advertise, or
market Athletic Publications on University?s campus (?Service in
accordance with the Applicable Laws and University Rules, and only after prior written
approval by University. Prior to any Service Offering or a series of the same or similar
Service Offerings, NSM must develop and provide to UTSA for approval, a proposal
setting forth the tirne(s), duration(s), location(s), and scope of the Service Offering, as
well as appropriate provisions to protect the privacy of University?s students, faculty,
and staff. The parties acknowledge that once University approves prOposal for
Service Offerings at Athletic Department intercollegiate games in accordance with the
terms of this Agreement, suCh approval will be deemed granted throughout the term of
the Agreement, provided that Contractor?s future use of the specific approved Service
Offerings remain within the parameters of the original University approval. The
University acknowledges and agrees that NSM will not be responsible for any non?
performance, or any delay in performance, on the part of NSM caused by any

unreasonable delay in receiving approvals of a Service Offering as provided in this
Section.

NSM must conduct all Service Offerings in accordance with Applicable Laws and

Page 6 0f3]

University Rules and in a manner that:
does not disturb or interfere with the academic programs or administrative
- "activities of University or any program or activity that is conducted by or is
authorized by University; 
does not interfere with entry to or exit from a building, structure, or facility or
with the ?ow of pedestrians or vehicular traffic on sidewalks or streets or at
places of ingress and egress to and from property, buildings, or facilities; and
does not harass, or intimidate any person or persons.



(0)

A Service Offering will not include campus credit card marketing activities unless such
activities have received prior written approval from University. In the event such
approval is received, and the approved Service Offering includes campus credit card
marketing activities, then NSM must comply with all requirements of Subchapter of
the Texas Business and Commerce Code and ensure that a session on credit card and
debt education, as well as protecting personal information from identity theft, is
included in the Service Offering.
2.4.4 Athletic Department Publication Revenue Inclusion. Except as otherwise provided
in this Agreement, including without limitation the terms of Section 2.1.2, any revenue
secured by NSM in completion of the services or the publications rights described in
this Section 2.4 including all sales of Athletic Publications, advertising-related
contracts, and revenue-generating contractual arrangements, will be included in the
calculation of Gross Revenue as defined in Section 5.3.

 

2.5 Authority to Contract.



i

2.6

NSM will have the authority to solicit, negotiate, and execute Athletic Sponsorships
relating to the Services to the extent that the Athletic Sponsorships receive prior written

consent; (ii) do not extend beyond the term of this Agreement without the express written
tangent of University; and are in compliance with all terms and conditions of this
Agreement.

If University approves an Athletic Sponsorship negotiated and generated by NSM related to the
Services that extends beyond the term of this Agreement, University will ful?ll, or arrange for
the fulfillment of, all obligations due to the other party after the expiration or termination of
this Agreement.

University Marks.

NSM understands, acknowledges, and agrees that the Board of Regents of The University of
Texas System ("Board of Regents" or "Regents") owns all rights to the name, logos, and
symbols of University (the "University Marks"). University grants NSM a non-exclusive
license to use and publish University Marks, as the same may be managed, used, developed or
acquired by The University of Texas System System?) during the term of this Agreement
solely as required to complete obligations herein; provided that:

such use and publishing of University Marks by NSM must-be in compliance with 

Page 7 0f31



(C)



(6)





all Applicable Laws, (ii) University Rules; and Athletic Organization Rules.
Notwithstanding any other provision of this Agreement, University may decline to
approve the display of any advertising or promotional material that (1) is in violation of
Applicable Laws; (2) is in violation of University Rules or Athletic Conference Rules;
or (3) University considers misleading or offensive.

for each use of a University Mark, NSM must first obtain the prior approval of UT
System Trademark Licensing Director (the "Trademark Licensing Director") to
ensure that such use and publishing of University Marks is in compliance with
subsection above, and (ii) that the artwork and placement of University Marks by
NSM is acceptable to University;

any use of the University Marks by NSM on products such as apparel for sale or resale
or any other goods or services for sale or resale must be pursuant to a license issued by
the Strategic Marketing Affiliates or any successor identi?ed by University.

NSM will not at any time represent that it is the owner of University Marks. As an
example, in the event that University approves NSM's use ofthe name "The University
of Texas at San Antonio - Sports Network? for a show that NSM is licensed to
produce and distribute under this Agreement, NSM will make it adequately evident to
all relevant third parties that such a show is operated by NSM under this license
granted by University.

any free premium items imprinted with University Marks that are distributed by any
person or entity who is authorized to do so under this Agreement (including any
advertiser or sponsor) must be obtained by that person or entity from a licensee of The
Collegiate Licensing Company or any successor identi?ed by University; and

with University's prior written approval, NSM may re-license or sub-license any of
University Marks to any party, including any advertisers, sponsors, subcontractors, or
other persons or entities with whom NSM works in order to complete 
obligations under this Agreement.

use of University Marks reinforces University?s desired campus image; (ii)
are consistent with the best interests of the Athletic Department and University as a
whole; and presents University in the most positive manner possible.

The parties will cOoperate with each other to assure compliance with the provisions of this
Section. NSM's requests for the Trademark Licensing Director's written approval of any use or
publishing of University Marks by NSM will be in writing, accompanied by the material to be
approved, and transmitted by facsimile, express mail, overnight carrier, or regular mail.

Any use of University Marks by NSM other than as set forth in this Agreement must be
pursuant to a license issued by The Collegiate Licensing Company or any successor entity
identi?ed by UT System.

Any use or publishing of University Marks by NSM as provided in this Section 'will not
require any additional payment or consideration by NSM, as the payments to be made pursuant
to this Agreement encompass the rights and license described herein. University agrees that it

Page 8 of 31

will not unreasonably withhold its approval for NSM to use University Marks in conjunction
with the performance of the Services. For use of University Marks requiring approvals
of the Trademark Licensing Director, University agrees to use reasonable efforts to coordinate
with the Trademark Licensing Director to secure approvals for NSM to use or publish
University Marks in conjunction with the performance of the Services. Notwithstanding the
foregoing, neither the Trademark Licensing Director nor the University will be expected or
required to permit or authorize the use of University Marks in any manner that University
believes would violate any provision of this Agreement, or (ii) University Marks to be placed
on any apparel or other goods for sale or re-sale by NSM or by any advertisers or sponsors
identified by NSM without the express written advance permission of University as described
in Section 2.5.

The contact information for the Trademark Licensing Director is as follows:

Director

Office of Trademark Licensing

The University of Texas at Austin

PO Box 7399

Austin, TX 78712

Email: 
Voice: 512-475-7923

Fax: 512?232-7080

3. Term

The initial term ("Initial Term") of this Agreement will begin on the Effective Date and expire on
August 31, 2015, unless earlier terminated in accordance with the terms and conditions of this
Agreement. Upon the expiration of the Initial Term, NSM and University may extend the term of this
Agreement for one (1) additional ?ve-year (5 -year) renewal period upon the mutual written agreement
of NSM and University (?Extension Term?). Notwithstanding the foregoing, and provided that NSM
has been materially compliant with all terms and conditions of this Agreement during the Initial Term,
should the amount of the University Proceeds received by the University under Section 5.4, plus the
amount of University Trade Out Value described in Section 5.7, total at least One Million Dollars
($1,000,000) in the aggregate 'prior to the expiration of the Initial Term, University and NSM hereby
agree that this Agreement will be extended through the Extension Term.

The term ?Contract Year? will mean that period of time beginning on the Effective Date and ending
August 30, 2011 and each twelve (12) month period thereafter, during the Initial Term' or any
Extension Term.

4. Termination.

4.1 Material Failure. In the event of a material failure by a party to perform in accordance with
the terms and conditions of this Agreement (?material failure?), the other party may terminate
this Agreement upon thirty (30) days3 written notice of termination setting forth the nature of
the material failure; provided, t_h_at, the material failure is through no fault of the terminating
party. The termination will not be effective if the material failure is fully cured prior to the end
of the thirty-day period. Termination under this Section will not relieve either party from

Page 9 of31

4.2

5.1

5.2

liability for any default or breach under this Agreement or any other act or omission of that
party.

Transition Period. NSM agrees that if the Agreement is terminated for any reason other than
termination by NSM for University?s material failure, then at the option of University, NSM
will continue to perform the Services in accordance with the terms and conditions of this
Agreement until either a new athletic revenue and marketing contractor or University is able to
perform the Services; provided, that, NSM will not be required to continue performing the
Services for more than one (1) month after the effective date of termination. NSM will
cooperate with and assist University?s efforts to transition performance of the Services to
another contractor or to University to perform the Services in-house.

5. Fiscal Arrangements

Estimated Revenues and Expense Budget.

For each Contract Year, NSM will develop and provide to University, annual estimated
expense budget (?Expense Budget?) required for NSM to perform the Services and cover its
operations under this Agreement for that Contract Year. The Expense Budget will be equal to
the sum of the salary for one general manager and/or other mutually agreed personnel to
locally manage and administer the Services; (ii) the estimated reasonable and necessary
operating expenses for general manager assigned to oversee the Services, such as local
travel, office supplies, and telecommunication costs; and the estimated costs of goods,
seivices, and other expenses required to fulfill the contractual obligations of Athletic
Sponsorships. The Expense Budget for the ?rst Contract Year is attached as Exhibit 3 and is
incorporated for all purposes. For the second Contract Year and each Contract Year thereafter
during the Initial Term or any Extension Term, NSM will provide to University the Expense
Budget at least thirty (30) days prior to the beginning of that Contract Year. NSM and
University will mutually agree on the Expense Budget, provided, however, that the Expense
Budget will in no event exceed Gross Revenue (ref. Section 5.3) from the previous Contract
Year.

Actual Expenses; Accounting and Records.

NSM will at all times maintain fully computerized ?nancial records related to 
obligations under this Agreement, including actual expenses and charges paid (?Actual
Expenses?) under the Expense Budget. NSM will keep true, accurate and complete inventory
and collection accounts and records of all financial transactions made and charges and
expenses paid under this Agreement in accordance with generally accepted accounting
principles (GAAP). NSM agrees to comply with GAAP when accounting for any and all
monetary transactions under this Agreement. Subject to the Con?dentiality provisions of
Section 13, NSM, upon University?s request, will provide detailed written documentation
explaining the accounting methods and standards used in operations under this
Agreement.

Actual Expenses will not materially deviate from the Expense Budget without the prior
written approval of University; and (ii) not exceed the Expense Budget without prior written

Page 10 of31

5.3

5.4 

5.5

5.6

5.7

approval from University. University will have no liability for any NSM expense or cost that
fails to comply with Sections and 

Collection of Gross Revenue.

During the term of this Agreement, NSM will collect all Gross Revenue associated with
Athletic Sponsorships. ?Gross Revenue? means the sum of all revenue collected during the
term of this Agreement from all Current Sponsorships (excluding revenue associated with
current Trade Outs); plus (ii) all revenue from new Athletic Sponsorships.

University Proceeds.

NSM will pay to University a portion of the Net Revenue (the ?University Proceeds?)
calculated as follows:

?fty percent of Net Revenue up to and including the ?rst Two Hundred and Fifty
Thousand Dollars plus

sixty percent of Net Revenue exceeding Two Hundred and Fifty Thousand
Dollars ($250,000) but equal to or less than Five Hundred Thousand plus

(0) seventy percent of the Net Revenue exceeding Five Hundred Thousand Dollars


?Net Revenue? means cumulative Gross Revenue minus cumulative Actual Expenses for each
Contract Year.

Payments to University. NSM will pay the University Proceeds to University within thirty
(30) days after the last day of each Contract Year.

Net De?cit. If Gross Revenue does not exceed Actual Expenses (?Annual Net De?cit?) in
the First Contract Year, the Annual Net De?cit will be included in the Expense Budget for the
second Contract Year. If there is an Annual Net Deficit in any other Contract Year, University,
at its option, may incorporate the Annual Net De?cit into the Expense Budget for the next
Contract Year, or (ii) reimburse NSM for the amount equal to one-half of the Annual Net
De?cit (?University Deficit Payment?).

if University elects to make a University De?cit Payment, University will request and NSM
will provide to University, within thirty (30) days after the end of the Contract Year, an invoice
covering the University De?cit Payment and all supporting documentation reasonably
requested by University to support the University De?cit Payment. University will have the
right to inspect and audit the supporting documentation and all ?nancial records related to this
Agreement for the purpose of clarifying any invoicing issues. Payment will not be
unreasonably withheld or delayed, and University will advise NSM of any discrepancies or
errors so that the NSM may make proper adjustments. Barring the existence of invoice or
documentation discrepancies, University will pay NSM the University De?cit Payment within
thirty (30) days after University?s receipt of the invoice and supporting documentation.

NSM Commission from Trade Outs. The revenue value of any Current Trade Out or Future
Trade Out will be included in the calculation of Gross Revenue. Instead, NSM will receive
a commission on the revenue value of any Trade-Out secured by NSM as described below:

Page 11 0f31

5.8

6.1

6.2

5.7.1 Renewal of Current Trade Outs. NSM will not receive a commission on a renewal of
a Current Trade Out unless the cumulative revenue value of the renewal of the Current
Trade Out exceeds the original cumulative revenue value of the Current Trade Out
(?Increased Revenue Value?). If NSM renews a Current Trade Out, NSM will receive
a commission equal to forty percent of any Increased Revenue Value.

5.7.2 Future Trade Outs. NSM will receive a commission equal to forty percent of
the revenue value of any Future Trade-Out secured by NSM that supports the Athletic
Department?s operations and directly reduces the Athletic Department?s then-current
expenses (?Direct Budgetary Offset?). University will retain the remaining sixty
percent of the revenue value from any Future Trade Out (?University Trade
Out Value?). NSM will not be entitled to a commission for any Future Trade-Out
secured by NSM that does not result in a Direct Budgetary Offset.

Residual Revenue Following Expiration or Termination.

If University approves an Athletic Sponsorship negotiated and secured by NSM in accordance
with the terms of this Agreement, and the Athletic Sponsorship has a term that extends beyond
the termination or expiration of this Agreement (?Extended Sponsorship?), NSM will not
collect Gross Revenue or retain any portion of Gross Revenue after the earlier of expiration
of this Agreement; or (ii) notice of termination of this Agreement by either party (?Revenue
Transition Date?). At least thirty (30) days prior to a Revenue Transition Date, NSM will
send notice to the Sponsor of the Extended Sponsorship that all future payments due under the
Extended Sponsorship after the Revenue Termination Date will be paid directly to University.

In lieu of right to collect revenue and retain a percentage of revenue from an Extended
Sponsorship after a Revenue Transition Date, University will pay NSM forty percent of
the revenue from the Extended Sponsorship that is actually collected by University after the
Revenue Transition Date (the ?Residual Revenue). University will pay the Residual Revenue
within thirty (30) days after University receives the revenue from the Extended Sponsorship.
right to payment of Residual Revenue will terminate upon the earlier of University?s
payment in full of the Residual Revenue; or (ii) the expiration, termination, or renewal of the
Athletic Sponsorship. If University terminates this Agreement for material failure in
accordance with Section 4, University may offset the Residual Revenue against any damages
resulting from material failure and remit any remaining Residual Revenue to NSM.

6. Records. Reporting and Audits
Financial Statements Upon Effective Date.-

In accordance with Section 2252.063, Texas Government Code, NSM will submit to the
University Representative on the Effective Date two (2) copies of most recent ?nancial
statement prepared by a certified public accountant.

Statement Based on Sales Tax Reports. In accordance with Section 2252.063, Texas
Government Code, NSM will submit to the University?s Representative, no later than the 15th
day after the expiration or termination of this Agreement, an annual payment statement derived
?'om all of sales tax reports for all its operations related to the Services during the term

Page 12 of31

of this Agreement. The annual payment statement must be certi?ed by a certi?ed public
accountant

6.3 Operational Reports.

Subject to the Con?dentiality provisions of Section 13 of this Agreementwrid?
and operational?rept?s?giggling the -Semtices. Each
report will be in a format approvedUSP?University in ivriting and include Athletic
Sponsorships pending and proposed by NSM, including the total consideration, Actual
expenses, business contacts, and copies of contractual arrangements related to the pending and
proposed Athletic Sponsorships; Athletic 
NSM Sponsorshipsi?), including
thmosed information? of the proposed
projected goals for Athletic? Sponsorships
for the subsequent-quarter; and an itemized listing of "current balances for Actual Expenses
as compared to the Expense Budget on both an individual Athletic Sponsorship basis and
aggregated basis. NSM will furnish additional information and reports reasonably requested by
University from time to time.

6.4 Form of Reports.
All reports will be presented in a format satisfactory to University in all reasonable respects.

6.5 Record Retention and Audit. All of records pertaining to this Agreement will be
maintained by NSM throughout the term of this Agreement and for a period of four (4) years
after the expiration or termination of this Agreement. In addition to obligations under
Section 16.7, at any time during the term of this Agreement and for a period of four (4) years
thereafter, University or a duly authorized audit representative of University, UT System, or the
State of Texas, at its expense, will have the right to audit NSM's records and books relevant to
all services provided under this Agreement.

7. Standard of Performance; Compliance with Laws and Rules

NSM will use its best efforts, skill, judgment, and abilities to perform the Services and to further the
interests of University in accordance with University?s requirements and procedures, in accordance
with the highest standards of profession or business. NSM will perform the Services in
compliance with all Applicable Laws; (ii) all University Rules; and all Athletic Organization
Rules. Without limiting the foregoing, NSM will comply with and will cause its employees,
representatives, agents, and subcontractors to comply with all Applicable Laws, University Rules
(including those related to personal health, security, environmental quality, safety, fire prevention,
noise, smoking, parking and access restrictions, tobacco use, alcohol, and other drugs); and Athletic
Organization Rules. Unless specifically prohibited by Applicable Laws, NSM must notify University
as soon as NSM becomes aware of any governmental investigations, audits, requests, or other actions,
Whether civil or criminal in nature and regardless of whether directly applicable to performance
under this Agreement, that will or may potentially affect continued ability to perform its duties
and obligations under this Agreement.

Page 13 of 31

8.1

8. Space License Access
Limited Access; Space License.

University may permit NSM to utilize of?ce Space (?Of?ce Space?) no larger than ten (10) by
twelve (12) square feet within the Athletic Department Physical Education Building if
University determines the Space is reasonably necessary for NSM to perform its obligations
under this Agreement. In addition, University will provide reasonable television broadcast
space (?Broadcast Space?) to NSM at University home venues for the sole purpose of
performing the Broadcasting Services. The University will also provide reasonable storage
space within an Athletic Department building that is suitable for storage of Athletic
Publications (?Storage Space?). Storage Space, Of?ce Space, and Broadcast Space are
sometimes collectively referred to as the ?Space.? The location of the Space will be
designated by University and may change from time to time. University will provide the Space
in accordance with the space license contained in this Section.

NSM and its employees representatives, agents, and subcontractors, may access only the Space
and those University facilities that are speci?cally necessary to perform duties and
obligations under this Agreement and will have no right of access to any other University
facilities. Mt): licensesrthe?Supace in its 
NSM and its employees, representatives, agenigfarnd the performance of the
SW?i?f??no othenpugpose license to use the?Space. University
any time for any reason. No unlawful activities will be permitted in the
use of the Space. NSM will comply, and cause all of its employees, representatives, agents, and
subcontractors to comply, with all Applicable Laws and University Rules in connection with
the use of the Space. 

NSM will not modify, alter or repair the Space or any other University facilities. NSM and its
employees, representatives, agents, and subcontractors will not harm the Space or make any use
of the Space that is offensive as determined by University. NSM represents, warrants, and
agrees that it will maintain neat and orderly conditions (reasonably satisfactory to University)
in the Space and adjacent areas at all times

Upon expiration or termination of this Agreement for any reason, NSM will remove any
NSM?owned equipment and other effects, repair any damage caused by NSM performing the
removal, and peaceably deliver up the Space in clean condition and in good order, repair and
condition, ordinary wear and tear excepted. Any prOpeity of NSM not removed within thirty
(30) days following the termination will be deemed abandoned by NSM and University may
dispose of the property in any manner it chooses, with no liability or reimbursement obligation
to NSM.

NSM will not suffer any mechanic?s lien to be ?led against the Space or the adjoining facilities
by reason of any work, labor, services, or materials performed at or furnished to the Space for
NSM. Nothing in this Agreement will be construed as the consent of University to subject
University?s estate in the Space or adjoining facilities to any lien.

UNIVERSITY WILL NOT BE RESPONSIBLE FOR INTERRUPTIONS IN UTILITY OR
SERVICE TO THE SPACE. HOWEVER, UNIVERSITY WILL

Page 14 of31

8.2

8.3

3.4

EXERCISE REASONABLE DILIGENCE IN PURSUING THE RESTORATION OF
INTERRUPTED UTILITY SERVICE.

UNIVERSITY WILL NOT BE LIABLE TO NSM, OR EMPLOYEES,
REPRESENTATIVES, AGENTS, SUBCONTRACTORS, GUESTS OR INVITEES
(COLLECTIVELY, FOR ANY LOSS, EXPENSE OR DAMAGE
EITHER TO PERSON OR PROPERTY SUSTAINED BY REASON OF ANY CONDITION
OF THE SPACEANY EMPLOYEE OR AGENT OF
UNIVERSITY, OR THE ACT OF ANY OTHER PERSON WHATSOEVER. UNIVERSITY,
ITS EMPLOYEES, REPRESENTATIVES AND AGENTS WILL NOT BE LLABLE FOR
AND NSM WAIVES ALL CLAIIVIS FOR DAMAGE TO PERSON OR PROPERTY
SUSTAINED BY ANY NSM PARTIES, RESULTING FROM ANY ACCIDENT OR
OCCURRENCE IN OR UPON THE SPACE OR THE ADJOINING GROUNDS OR
FACILITIES. NSM WILL PAY ON DEMAND EXPENSES INCURRED
IN ENFORCIN ANY OBLIGATION OF NSM UNDER THIS LICENSE.

Conduct.

NSM represents, warrants and agrees that itwill conduct all of its activities on University?s
premises in a manner that (1) does not disturb or interfere with University?s academic programs
or administrative activities or any program or activity that is conducted by or is authorized by
University or UT System; (2) does not interfere with entry to or exit from a building, structure,
or facility; (3) does not interfere with the flow of pedestrians or vehicular traf?c on sidewalks
or streets or at places of ingress and egress to and from University property, buildings, or
facilities; (4) does not harass, or intimidate any person or persons; and (5) provides appropriate
protection for the privacy of University?s students, faculty, and staff, including 
adherence to Applicable Laws and industry standards for preserving the con?dentiality of
personal financial information and personal identi?cation numbers.

Identification and Refusal of Entry.

NSM acknowledges that University has the rights to require identification from any person
on University?s premises, refuse entry to persons having no legitimate business on
University?s premises, and eject any undesirable person refusing to leave peaceably on
request. NSM will cooperate with all authorized University representatives in the exercise of
University?s rights described in the preceding sentence.

Responsibility for Individuals Performing Services; Criminal Background Checks.

Each individual who is assigned to perform the Services under this Agreement will be an
employee of NSM or an employee of a subcontractor engaged by NSM. NSM is responsible for
the performance of all individuals performing any Services. Prior to commencing the Services,
NSM will (1) provide University with a list ("List") of all individuals who may be assigned to
perform Services, and (2) have an appropriate criminal background screening performed on all
of those individuals. NSM will determine on a case-by?case basis whether each individual
assigned to perform the Services is quali?ed to provide the Services. NSM will not knowingly
assign any individual to provide services on University?s campus who has a history of criminal
conduct unacceptable for a university campus, including violent or sexual offenses. NSM will
update the List each time there is a change in the individuals assigned to perform the Services

Page 15 of31

under this Agreement. Prior to commencing performance of the Services,Wlproside 

a letter Signedmby an authorized representative this

ection. Nsm'iim provide an updated certi?cationhlat?er each time there is" a'change
in the individuals assigned to perform the Services.

9. University Obligations

University will:

9.1

9.2

9.3

9.4

9.5

9.6

9.7

make available for the non-exclusive use of employees and invitees parking in
University parking lots as designated by University, provided that employees must ?rst
purchase a University parking permit at the same cost from time?to?time charged to University
employees for equivalent parking privileges and must agree to abide by all parking regulations
applicable to University?s employees. University student employees of NSM are only eligible
for student parking permits and are not eligible for University employee parking permits.
Invitees of NSM may park in the same short-term paid parking locations used by University
invitees.

subject to payment obligations under Sections 10.3 provide telephone and data services
for one (1) telephone and one (1) data line drop that are reasonably necessary for NSM to
perform the Services. Pursuant to Section 8.1, University will not be responsible for
interruptions in telecommunication services; however, University will exercise reasonable
diligence in pursuing the restoration of interrupted telecommunication services;

 

pay for utility service (including water, gas, and electric service, but speci?cally excluding
telecommunication service) necessary for use of the Space. Pursuant to Section 8.1,
University will not be responsible for interruptions in water, gas, electric, or other utility
services; however, University will exercise reasonable diligence in pursuing the restoration of
interrupted utility services;

provide, at no cost to NSM and for its distribution to advertisers, sponsors or other entities, as
part of its Services under this Agreement, a mutually agreed upon number of complimentary
season tickets, or such number of tickets as currently being used for servicing the existing base
of University sponsors, whichever is greater, to all University regular home games for the
men?s and women?s basketball programs, all of which will be located in prime seating areas;

subject to University?s rights under applicable employment arrangements between University
and University?s head coaches, University will use reasonable efforts to make available the
reasonable services of University?s head coaches for purposes of the Broadcasting Services;

furnish NSM, upon NSM's request, University mailing lists of athletic event season ticket
holders and athletic boosters to be used by NSM solely for completion of its obligations
under this Agreement. Upon expiration or termination of this Agreement, for any reason, all
University provided information related to season ticket holders and athletic boosters will be
returned to University or destroyed in accordance with Section 13.1.3;

subject to the terms of Section 2.4.3, provide for two public announcements and two
scoreboard announcements at each Athletic Department intercollegiate home football or men?s
and women?s basketball game (as applicable) to promote sales of Athletic Publications;

Page 16 0f31

9.8

9.9

9.10

9.11

subject to third party approvals, furnish NSM, at no cost to NSM, cards of admission and/or
passes which enable employees of NSM involved with Broadcast Services at Athletic
Department intercollegiate road games (?Road Games?) to have free access to and egress from
each Road Game site at all reasonable times before, during and after each Road Game only as
necessary for the performance of obligations related to Broadcast Services for Road
Games. University will use reasonable efforts to obtain related third party approvals;

subject to third party approvals, provide NSM with adequate broadcast space for 
equipment and personnel at Road Games only as necessary for the performance of 
obligations related to Broadcast Services for Road Games. The University will use reasonable
efforts to obtain related third party approvals;

provide NSM, at no cost, with a reasonable number of airline seats for employees of NSM
involved with Broadcast Services only as necessary for the performance of obligations
related to Broadcast Services for Road Games;

subject to the terms and conditions of this Agreement, provide access to, visual representations
and biographical material (as applicable) of University, the Athletic Department intercollegiate
games, and persons participating in and identi?ed with Athletic Department intercollegiate
games, including Athletic Department coaches (collectively, ?Athletic Promotional
Material?), only as necessary for the performance of obligations under this Agreement,
including obligations related to promotional, sponsorship and marketing activities.
use of the Athletic Promotional Material will not imply that the University, any
employee or student of the University, any opposing school in any game or any opposing
school?s employees or students, recommend or endorse any product or service. NSM will not
utilize an athlete's name, picture, or information in any manner for advertising or endorsement
of any product or serviceathlete's name, picture, or information will
be in compliance with all Applicable Laws, University Rules, and Athletic Organization Rules.
Without limiting the foregoing, prior to use of any athlete's name, picture, or
information, NSM will ensure that written approval for such use has been obtained from the
athlete and, if the athlete is under eighteen (18) years of age, the athlete?s parent or legal
guardian. The University will provide reasonable assistance to NSM to secure such consent. To
the extent that the University supplies or produces any publication or other material Containing the
names or likeness of any person for use by NSM in connection with its responsibilities herein, the
University warrants that it possesses the legal right and/or has secured the written authorization of
such persons to utilize their names and likenesses.

10. NSM Obligations

NSM will:

10.1

10.2

provide and produce all signage, print programs, radio advertisements, supplies, equipment,

and any other marketing material necessary to meet the contractual obligations of Athletic

Sponsorships;

timely pay all insurance premiums required by the terms of this Agreement including those set
forth in Section 15;

Page 1 7 0f31

10.3 reimburse University for all costs and charges related to the telecommunication services
to NSM bar?Univerer bi'lle'd=t0'NSM 
to University
departments. NSM will include in the Estimated Expense Budget and the Actual Expenses all

costs associated with telecommunication provided by and due to University;

10.4 provide all of?ce supplies, postage, mail, shipping, delivery services, vehicles, printing, and
supplies that are necessary for the performance of the Services and NSM's other duties and
obligations under this Agreement;

10.5 provide and support all computer units, printers, facsimile machines, telephones, and other
technology?related equipment necessary to ef?ciently utilize the Space for performance of the
Services; and

10.6 comply with all requirements of Subchapter C, Chapter 2252, Texas Government Code
including the provision of financial statements, payment statements derived from sales tax
reports, and bonds.

?11. Use of University Network

Subject to the prior written approval of University?s Information Technology Security Officer and
other University personnel, NSM may be permitted occasional limited use of University's computer
network and information resources solely for use by NSM in the direct performance of the Services. In
that event, NSM will comply with, and will cause its employees, representatives, agents and
subcontractors to comply with, all Applicable Laws and University Rules, including University?s
Information Resource Standards and University?s Security and Acceptable Use Policies (at
In conjunction with appropriate University personnel, NSM
will determine what access, if any, will be necessary to link NSM to University?s computer network for
business communication. Notwithstanding anything in this Agreement to the contrary, neither NSM
nor its employees, representatives, agents or subcontractors will connect any technology equipment
01' devices to University?s computer network or University?s information resources system without the
prior written consent of University?s Of?ce of Information Technology Security; or (ii) make any
representation that NSM or its employees, representatives, agents or subcontractors are employees of
University (ref. Section 12.1).

12. Independent Contractor; Non?Solicitation
12.1 Independent Contractor.

For all purposes of this Agreement, and notwithstanding any provision of this Agreement to the
contrary, NSM is an independent contractor and is not a state employee, partner, joint venturer,
or agent of University. Neither NSM nor its employees, representatives, agents or
subcontractors will make any representation that NSM or its employees, representatives, agents
or subcontractors are employees of University. NSM and any individual who is designated to
perform any of obligations under this Agreement will speci?cally represent that they
are independent contractors contracted by University to provide the Services, and neither NSM
nor its employees, representatives, agents or subcontractors will represent otherwise, either
verbally or in writing.

Page 18 of31

12.2

13.1

Hiring Supervisory Employees or University?s Employees.

_University will not actively and directly solicit for employment any of employees

during the term of this Agreement, and for a period of six (6) months after the expiration or
termination of this Agreement, unless those persons were formerly employees of University. In
addition, NSM will not actively and directly solicit for employment any of University?s
employees during the term of this Agreement, and for a period of six (6) months after the
expiration or termination of this Agreement. Notwithstanding any term to the contrary in this
Agreement, the parties agree that the employee recruitment restrictions set forth in this Section
will not apply to personnel solicitations and job postings that are directed at the general public,
or to either party?s hiring or retaining the services of an individual that would otherwise be
subject to the restrictions set forth in this Section if such hiring or retention of services occurs
as a result of that individual?s responding to such public solicitation or posting.
Notwithstanding the foregoing, nothing stated herein will constitute a waiver of right to
enforce against its current or former employees the provisions of any restrictive covenant
executed by such individual during their employment with NSM.

13. Con?dentiality

Con?dentiality and Safeguarding of University Records; Press Releases; Public
Information. Under this Agreement, NSM may (1) create, (2) receive from or on behalf of
University, or (3) have access to, records or record systems (collectively, ?University
Records?). Among other things, University Records may contain social security numbers,
credit card numbers, or data protected or made confidential or sensitive by applicable federal,
state and local, laws, regulations, and ordinances, including the Gramm-Leach?Bliley Act
(Public Law No: 106-102) and the Family Educational Rights and Privacy Act, 20 U.S.C.
?1232g If University Records are subject to FERPA, (1) University designates
NSM as a University official with a legitimate educational interest in University Records, and
asmvuiesiasathat its improrsr of persoaallxidenti?able
will result in 
vingrirntsitxtai area; wilt (1)
EQIlfliisnce and-will-not use or. 
except as permitted or ret?iif?d this Agreement, or othe13vi?e
a?th?driZed by University. in writing; safeguard University Records according to reasonable
administfa'tiVe, physical and t?Chnical standards _(such__as the
Security, as well
as the Payment Card Industry Data Security Standards) that are no less rigorous than the
standards by which NSM protects its own con?dential information; (3) continually monitor its
operations and take any action necessary to assure that University Records are safeguarded and
the confidentiality of University Records is maintained in accordance with all applicable
federal, state and local, laws, regulations, and ordinances, including FERPA and the Gramm-
Leach Bliley Act, and the terms of this Agreement; and (4) comply with University?s rules,
policies, and procedures regarding access to and use of University?s computer systems. At the
request of University, NSM agrees to provide University with a written summary of the
procedures NSM uses to safeguard and maintain the confidentiality of University Records.

13.1.2 Notice of Impermissible Use. If an impermissible use or disclosure of any University
Records occurs, NSM will provide written notice to University within one (1) business
day after discovery of that use or disclosure. will provide

 

 

Page 19 0f31

13.2

University with all information requested by University regarding the impermissible use
or 

 

L.

 



 



13.1.3 Return of University Records. NSM agrees that within thirty (30) days after the
expiration or termination of this Agreement, for any reason, all University Records
created or received from or on behalf of University will be (1) returned to University,
with no copies retained by or (2) if return is not feasible, destroyed. Twenty (20)
days before destruction of any University Records, NSM will provide University with
written notice of intent to destroy University Records. Within five (5) days after
destruction, NSM will confirm to University in writing the destruction of University
Records.

13.1.4 Disclosure. If NSM discloses any University Records to a subcontractor or agent, NSM
will require the subcontractor or agent to comply with the same restrictions and
obligations as are imposed on NSM by this Section.

13.1.5 Press Releases. Except when defined as part of the Services, NSM will not make any
press releases, public statements, or advertisement referring to the Project or the
engagement of NSM as an independent contractor of University in connection with the
Project, or release any information relative to the Project for publication, advertisement
or any other purpose without the prior written approval of University.

13.1.6 Termination. In addition to any other termination rights set forth in this Agreement and
any other rights at law or equity, if University reasonably determines that NSM has
breached any of the restrictions or obligations set forth in this Section, University may
terminate this Agreement upon seven (7) days? notice of the breach. The termination
will not be effective if breach of the restrictions or obligations set forth in this
Section is cured prior to the end of the seven-day (7?day) period.

13.1.7 Duration. The restrictions and obligations under this Section will survive expiration or
termination of this Agreement for any reason.

Texas Public Information Act.

NSM understands and acknowledges that this Agreement and all information, documentation
and other material submitted to University by NSM under this Agreement may be subject to

public disclosure under the Texas Public Information Act, Chapter 552, Texas Government

Code. NSM is hereby noti?ed that University strictly adheres to this statute and the
interpretations thereof rendered by the courts and the Texas Attorney General. NSM will be
deemed to have knowledge of this law and the means of protecting NSM's legitimate interests.

NSM and University acknowledge that the provisions of this Agreement may require NSM to
disclose certain information to University during the performance of duties under this
Agreement, including: consideration and business contacts related to pending and proposed
Athletic Sponsorships; consideration and business contacts related to potential Sponsors
that did not result in Athletic Sponsorships; price points established by NSM and
communicated to University for speci?c University marketing assets; and historical pricing
information related to past or existing Athletic Sponsorships (collectively 
Information?). The University understands that it is position that the NSM

. Page 20 of 31

Information is highly con?dential and proprietary; and the disclosure of NSM Information
would provide competitors Uni Yegity?wil-IAUSEA

(was 

reasonable efforts to disclose who have a

raw. .

"need to to carry out or administer this 

. 


 

14. Indemni?cation.

14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, NSM WILL INDEMNIFY, PROTECT, DEFEND WITH
COUNSEL APPROVED BY UNIVERSITY, AND HOLD HARMLESS UNIVERSITY AND UT SYSTEM, AND
THEIR RESPECTIVE AFFILIATED ENTERPRISES, REGENTS, OFFICERS, DIRECTORS, ATTORNEYS,
EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY FROM AND
AGAINST ALL DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, IUDGMENTS, EXPENSES, AND
OTHER CLAIMS OF ANY NATURE, KIND, OR DESCRIPTION, INCLUDING REASONABLE 
FEES INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING
(COLLECTIVELY BY ANY PERSON OR ENTITY, ARISING OUT OF, CAUSED BY, OR
RESULTING FROM PERFORMANCE UNDER OR BREACH OF THIS AGREEMENT AND THAT
ARE CAUSED IN WHOLE OR BY PART BY ANY NEGLIGENT ACT, NEGLIGENT OMISSION OR WILLFUL
MISCONDUCT OF NSM, ANYONE DIRECTLY EMPLOYED BY NSM OR ANYONE FOR WHOSE ACTS
NSM MAY BE LIABLE. THE PROVISIONS OF THIS SECTION WILL NOT BE CONSTRUED To ELIMINATE
OR REDUCE ANY OTHER INDEMNIFICATION OR RIGHT WHICH ANY INDEMNITEE HAS BY LAW OR
EQUITY. ALL PARTIES WILL BE ENTITLED To BE REPRESENTED BY COUNSEL AT THEIR OWN
EXPENSE

14.2 IN ADDITION, NSM WILL INDEMNITY, PROTECT, DEFEND WITH COUNSEL APPROVED BY
UNIVERSITY, AND HOLD HARMLESS INDEMNITEES FROM AND AGAINST ALL CLAIMS ARISING FROM
INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER
PROPRIETARY INTEREST ARISING EY OR OUT OF THE PERFORMANCE OF SERVICES OR THE
PROVISION OF GOODS BY NSM, OR THE USE BY INDEMNITEES, AT THE DIRECTION OF NSM, OF
ANY ARTICLE OR PROVIDED, THAT, UPON BECOMING AWARE OF A SUIT OR THREAT OF
SUIT FOR INFRINGEMENT, UNIVERSITY WILL NOTIFY NSM AND NSM WILL BE GIVEN
THE OPPORTUNITY To NEGOTIATE A SETTLEMENT. IN THE EVENT OF LITIGATION, UNIVERSITY
WILL REASONABLY COOPERATE WITH NSM. ALL PARTIES WILL BE ENTITLED TO BE REPRESENTED
BY COUNSEL AT THEIR OWN EXPENSE.

Page 21 of31

14.3

15.1

To THE FULLEST EXTENT AUTHORIZED BY THE LAWS AND THE CONSTITUTION OF THE STATE OF
TEXAS, UNIVERSITY WILL INDEMNIFY, PROTECT, DEFEND WITH COUNSEL APPROVED BY NSM,
AND HOLD HARMLESS NSM, AND ITS RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS,
EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY PROM AND
AGAINST ALL DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, IUDGMENTS, EXPENSES, AND
OTHER CLAIMS OF ANY NATURE, KIND, OR DESCRIPTION, INCLUDING REASONABLE 
FEES INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING BY ANY
PERSON OR ENTITY, ARISING OUT OF, CAUSED BY, OR RESULTING FROM 
PERFORMANCE UNDER OR BREACH OP THIS AGREEMENT OR THE TERMINATION OF
THIS AGREEMENT UNDER SECTION 16.11, AND THAT ARE CAUSED IN WHOLE OR IN PART BY ANY
NEGLIGENT ACT, NEGLIGENT OMISSION OR WILLFUL MISCONDUCT OF THE UNIVERSITY, ANYONE
DIRECTLY EMPLOYED BY THE UNIVERSITY OR ANYONE FOR WHOSE ACTS THE UNIVERSITY MAY BE
LIABLE. THE PROVISIONS OF THIS SECTION WILL NOT BE CONSTRUED TO ELIMINATE OR REDUCE
ANY OTHER MEWIFICATION OR RIGHT WHICH ANY NSM INDEMNITEE HAS BY LAW OR EQUITY.
ALL PARTIES WILL BE ENTITLED TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE

15. Insurance Bond

 

Minimum Insurance Requirements.

15.1.1 NSM Insurance. NSM agrees to obtain and maintain, throughout the term of this
Agreement General Comprehensive Liability insurance in the amount of One Million
Dollars ($1,000,000) combined Single limit per occurrence for Bodily Injury, PrOperty
Damage, Media Professional Liability, Advertising Inquy, and Contractual Liability;
(ii) Business Automobile Liability Insurance covering all owned, non-owned, and hired
automobiles, with limits of at least One Million Dollars ($1,000,000) Combined Single
Limit Bodily Injury and Property Damage; and Workers? Compensation Insurance
with statutory limits. This insurance will protect NSM against any claims, demands, or
causes of actions for damages, including attorneys' fees and costs, arising out of NSM
actions under this Agreement. This insurance will name University as an additional
insured and this will not be cancelable until at least thirty days after written notice is
given to University. NSM will provide a certi?cate of insurance to University
evidencing the insurance coverage required hereunder upon execution of this
Agreement and whenever requested by University. 

15.1.2 University Insurance. NSM understands and acknowledges that University, as a
government agency of the State Of Texas, operates as a self-insured entity.

15.1.3 Performance/Fidelity Bond. In accordance with Section 2252.064, Texas Government
Code, NSM will provide University with a ?delity bond for each Contract Year. The
amount of the ?delity bond for the first Contract Year will be Fifty-Five Thousand
Dollars which is equal to the amount of projected University Proceeds

payable to University during the ?rst Contract Year. Thereafter, the amount of the
?delity bond will be adjusted at the beginning of each Contract Year to re?ect the
amount of University Proceeds payable to University for the previous Contract Year.
The ?delity bond will be issued by a surety company authorized to do business in the
State of Texas and acceptable to University in all respects.

Page 22 of31

16.1

16.2

16.3

16.4

16.5

16.6

16.7

16. Additional Statutory Provisions

Governing Law and Venue. This Agreement will be interpreted and applied in accordance
with and governed by the laws of the State of Texas. The proper place of venue for suit on or
in respect of the Agreement will 'be Bexar County, Texas and/or the United States DistriCt
Court with jurisdiction over and venue in Bexar County, Texas. 

Breach of Contract Claims. To the extent that Chapter 2260, Texas Gavel-n11:th Code, is
applicable to the Agreement and is not preempted by other applicable law, the dispute
resolution process provided for in Chapter 2260 and the related rules adopted by the Texas
Attorney General pursuant to Chapter 2260, will be used by University and NSM to attempt to
resolve any claim for breach of contract made by NSM that cannot be resolved in the ordinary
course of business. The chief business of?cer of University will examine NSM's claim and any
counterclaim and negotiate with NSM in an effort to resolve such claims. The parties
specifically agree that neither the execution of the Agreement by University nor any other
conduct, action or inaction of any representative of University relating to the Agreement
constitutes or is intended to constitute a waiver 'of University?s or the state's sovereign
immunity to suit; and (ii) University has not waived its right to seek redress in the courts

Eligibility Certi?cations. Pursuant to Section 2155.004, and 2155.006, Texas Govermnent
Code, NSM certi?es that NSM is not ineligible to receive the award of or payments under the
Agreement and acknowledges that the Agreement may be terminated and payment withheld if
these certi?cations are inaccurate.

Payment of Debt or Delinquency to the State. Pursuant to Sections 2107.008 and 2252.903,
Texas Government Code, NSM agrees that any payments owing to NSM under the Agreement
may be applied directly toward any debt or delinquency that NSM owes the State of Texas or
any agency of the State of Texas regardless of when it arises, until such debt or delinquency is
paid in ?Jll.

Texas Family Code Child Support Certi?cation. Pursuant to Section 231.006, Texas Family
Code, NSM certifies that it is not ineligible to receive the award of or payments under the
Agreement and acknowledges that the Agreement may be terminated and payment may be
withheld if this certi?cation is inaccurate.

Products and Materials Produced in Texas. If NSM will provide services under the
Agreement, NSM covenants and agrees that in accordance with Section 2155.4441, Texas
Government Code, in performing its duties and obligations under the Agreement, NSM will
purchase products and materials produced in Texas when such products and materials are
available at a price and delivery time comparable to products and materials produced outside of
Texas.

State Auditor?s Of?ce. NSM understands that acceptance of funds under the Agreement
constitutes acceptance of the authority of the Texas State Auditor's Office, or any successor
agency (collectively, ?Auditor?), to conduct an audit or investigation in connection with those
funds pursuant to Sections 73.115(c) and Texas Education Code. NSM
agrees to cooperate with the Auditor in the conduct of the audit or investigation, including
providing all records requested. NSM will include this provision in all contracts with
subcontractors.

Page 23 of 31

16.8

16.9

16.10

16.11

Historically Underutilized Business Subcontracting Plan. NSM will subcontract the
Services to historically underutilized businesses in accordance with HUB
Subcontracting Plan set forth in Exhibit 4 attached and incorporated for all purposes.
In accordance with the HSP, NSM will submit to University information necessary to assure
that NSM is adhering to the HSP. University may conduct audits to assure that is
adhering to the HSP. No changes to the HSP may be made unless approved in writing by
University. Except as speci?cally provided in the HSP, NSM will not subcontract any of its
duties or obligations under this Agreement, in whole or in part. This Agreement is subject to 34
Texas Administrative Code Section 20.14. NSM will comply with all of its duties and
obligations under 34 TAC Section 20.14. In addition to other rights and remedies, University
may exercise all rights and remedies authorized by 34 TAC Section 20.14.

Ethics Matters; No Financial Interest. NSM and its employees, agents, representatives, and
subcontractors have read and Wand Uniyersity.? of Interest Policy/available at
University?s Standards of Conduct Guide
available at and applicable state
ethics laws and rules available at Neither NSM nor its employees,
agents, representatives or subcontractors will assist or cause University employees to violate
University?s Con?icts of Interest Policy, provisions described by University?s Standards of
Conduct Guide, or applicable state ethics laws or rules. NSM represents and warrants that no
member of the Board of Regents has a direct or indirect ?nancial interest in the transaction that
is the subject of this Agreement.

Undocumented Workers. The Immigration and Nationality Act (8 United States Code 1324a)
(?Immigration Act?) makes it unlawful for an employer to hire or continue employment of
undocumented workers. The United States Immigration and Customs Enforcement Service has
established the Form I-9 Employment Eligibility Veri?cation Form Form?) as the
document to be used for employment eligibility veri?cation (8 Code of Federal Regulations
274a). Among other things, NSM is required to: have all employees complete and sign the
Form certifying that they are eligible for employment; (2) examine veri?cation documents
required by the Form to be presented by the employee and ensure the documents appear to
be genuine and related to the individual; (3) record information about the documents on the I-9
Form, and complete the certi?cation portion of the I-9 Form; and (4) retain the I-9 Form as
required by law. It is illegal to discriminate against any individual (other than a citizen of
another country who is not authorized to work in the United States) in hiring, discharging, or
recruiting because of that individual?s national origin or citizenship status. If NSM employs
unauthorized workers during performance of this Agreement in violation of the Immigration
Act then, in addition to other remedies or penalties prescribed by law, University may terminate
this Agreement in accordance with Section 3.2. NSM represents and warrants that it is in
compliance with and agrees that it will remain in compliance with the provisions of the
Immigration Act.

Loss of Funding. Performance by University under the Agreement may be dependent upon
the appropriation and allotment of funds by the Texas State Legislature (the "Legislature")
and/or allocation of funds by the Regents. If the Legislature fails to appropriate or allot the
necessary funds, or the Regents fail to allocate the necessary funds, such that the University is
caused to eliminate its Division I Athletic program entirely or convert to a Division II or
Division program, then University will issue written notice to NSM and University may

Page 24 of31

16.12

16.13

17.1

17.2

17.3

terminate the Agreement. Upon termination of the Agreement, University will be relieved
from any further duty or obligation hereunder, except for the obligation to pay the Residual
Revenue in accordance with Section 5.8, and provided that University and NSM will account
for and distribute revenues in accordance with Sections 5.1 through 5.7 for the Contract Year in
which the termination occurs. NSM acknowledges that appropriation, allotment, and allocation
of funds are beyond the control of University. 

Board of Regents Approval: This Agreement is not effective for value exceeding One
Million Dollars ($1,000,000) in the aggregate until approved by the Board of Regents of
The University of Texas System.

Limitations. THE PARTIES ARE AWARE THAT THERE ARE CONSTITUTIONAL AND STATUTORY
LIMITATIONS ON THE AUTHORITY OF UNIVERSITY (A STATE AGENCY) To ENTER INTO CERTAIN
TERMS AND CONDITIONS THAT MAY BE A PART OF THIS AGREEMENT, INCLUDING THOSE TERMS
AND CONDITIONS RELATING To LIENS ON DISCLAIMERS AND
LIMITATIONS OF DISCLAIMERS AND LIMITATIONS OF LIABILITY FOR 
WAIVERS, DISCLAIMERS AND LIMITATIONS OF LEGAL RIGHTS, REMEDIES, REQUIREMENTS AND
LIMITATIONS OF PERIODS To BRING LEGAL GRANTING CONTROL OF
LITIGATION OR SETTLEMENT To ANOTHER LIABILITY FOR ACTS OR OMISSIONS OF THIRD
PAYMENT OF DISPUTE AND
CONFIDENTIALITY (COLLECTIVELY, THE AND TERMS AND CONDITIONS RELATED
To THE LIMITATIONS WILL NOT BE BINDING ON UNIVERSITY EXCEPT To THE EXTENT AUTHORIZED
BY THE LAWS AND CONSTITUTION OF THE STATE OF TEXAS.

17. Miscellaneous

Assignment and Subcontracting. Except as speci?cally provided in HSP (ref. Section
16,3) interest in this Agreement, including duties and obligations under this
Agreement, and the Gross Revenue or fees (if any) due to NSM under this Agreement, may not
be subcontracted, assigned, delegated, or otherwise transferred to a third party, in whole or in
part, and any attempt to do so will not be binding on University; and be a breach of this
Agreement for which NSM will be subject to all remedial actions provided by Texas law,
including Chapter 2161, Texas Government Code, and 34 TAC Chapter 20, ??20.101 20.108.
The bene?ts and burdens of this Agreement are assignable by University. Any merger,
consolidation or sale of the majority of the capital stock or assets of a party will not be
considered an asSignment for purposes Of this Agreement.

Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, UNIVERSITY
WILL HAVE No LIABILITY TO NSM OR TO ANYONE CLAIMING THROUGH OR UNDER NSM BY
REASON OF THE EXECUTION OR PERFORMANCE OF THIS AGREEMENT. NOTWITHSTANDING ANY
DUTY OR OBLIGATION OF UNIVERSITY TO NSM OR TO ANYONE CLAIMING THROUGH OR UNDER
NSM, N0 PRESENT OR FUTURE AFFILIATED ENTERPRISE, SUBCONTRACTOR, AGENT, OFFICER,
DIRECTOR, EMPLOYEE, REPRESENTATIVE, ATTORNEY OR REGENT OFUNIVERSITY, 0R UT SYSTEM,
OR ANYONE CLAIMING UNDER UNIVERSITY HAS OR WILL HAVE ANY PERSONAL LIABILITY To
NSM OR TO ANYONE CLAIMING THROUGH OR UNDER NSM BY REASON OF THE EXECUTION OR
PERFORMANCE OF THIS AGREEMENT.

Notices. Except as otherwise provided in this Section, all notices, consents, approvals,
demands, requests or other communications provided for or permitted to be given under any of

Page 25 of31

17.4

17.5

the provisions of this MOU will be in writing and will be sent via registered or certified mail,
overnight courier, confirmed facsimile transmission (to the extent a facsimile number is set
forth, below), or email (to the extent an email address is set forth below), and notice will be
deemed given if mailed, when deposited, postage prepaid, in the United States mail, (ii) if
sent by overnight courier, one business day after delivery to the courier, if sent by facsimile
(to the extent a facsimile number is set forth below), when transmitted, and (iv) if sent by email
(to the extent an email address is set forth below), when received:

If to University: The University of Texas at San Antonio

Attention: Vice President for Student Affairs

One UTSA Circle

San Antonio, Texas 78249

Fax: 210-458?4137; Email: gage.paine@utsa@edu
with copy to: The University of Texas at San Antonio
Attention: Director of Intercollegiate Athletics
One UTSA Circle, San Antonio, Texas 78249
Fax: 210-458-4813; Email: lvnn.hickey@utsa.edu

 

If to NSM: TJ Nelligan, Chief Executive Officer

Nelligan Sports Marketing, Inc.

150 Clove Road

Little Falls, NJ 07424

Fax: 973-812- 81 1 Email: 
with a copy to: Mark K. Smith, Esq.

General Counsel

Nelligan Sports Marketing Inc

3100 Princeton Pike

Building One, Suite I

Lawrenceville, NJ 08648

Fax: 609-896-2808 Email: 

or other person or address as may be given in writing by either party to the other in accordance
with this Section.

Any e-mail notice sent pursuant to Section 2251.054, Texas Government Code, will reference
Section 2251.054 in the notice.

Entire Agreement; Modi?cations. This Agreement supersedes all prior agreements, written or
oral, between NSM and University and will constitute the entire agreement and understanding
between the parties with respect to the subject matter of this Agreement. This Agreement and
each of its provisions will be binding upon the parties and may not be waived, modified,
amended or altered except by a writing signed by both University and NSM.

Continuing Obligations. The expiration or termination of this Agreement will not relieve

either party of any obligations under this MOU that by their nature survive expiration or
termination, including Sections 2.1&2, ml, and .

Page 26 of31

17.6

17.7

17.8

17.9

17.10

Force Majeure. Neither party hereto will be liable or responsible to the other for any loss or
damage or for any delays or failure to perform due to causes beyond its reasonable control
including acts of God, strikes, epidemics, war, riots, ?ood, fire, sabotage, or any other
circumstances of like character.

Captions. The captions of sections and subsections in this Agreement are for convenience only
and will not be considered or referred to in resolving questions of interpretation or construction.

Binding Effect. This Agreement will be binding upon and inure to the bene?t of the parties
hereto and their respective permitted assigns and successors.

Waivers. No delay or omission in exercising any right accruing upon a default in performance
of this Agreement will impair any right or be construed to be a waiver of any right. A waiver of
any default under this Agreement will not be construed to be a waiver of any subsequent
default under this Agreement.

Severability. In case any provision of this Agreement will, for any reason, be held invalid or
unenforceable in any respect, the invalidity or unenforceability will not affect any other
provision of this Agreement, and this Agreement will be construed as if the invalid or
unenforceable provision had not been included.

University and NSM have executed and delivered this Agreement to be effective on the Effective Date.

 

 

 

 

 

 

UNIVERSITY: ESM:

THE UNIVERSITY OF TEXAS AT NELLIGAN SPORTS MARKETING, INC.
SAN ANTONIO

By: By:

Name: Pamela Bacon Name:

Title: Associate VP. for Administration Title:

Date Signed: Date Signed:

Attaci

EXHIBIT 1 Pending Sponsors
EXHIBIT 2 Current Sponsorships
EXHIBIT 3 Expense Budget 
EXHIBIT 4 HUB Subcontracting Plan

Page 27 0f31

EXHIBIT 1
PENDING SPONSORS


McCombs Enterprises

Page-28 0f31

- CH

 

EXHIBIT 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT SPONSORSHIPS
CurrentTrade Outs Current Monetary Athletic Sponsorships
Company Trade Value Company Cash
Staybridge $18,900.00 USAFCU $7,000.00
Joe?s Crab Shack $2,000.00 Joe?s Crab Shack $3,000.00
Star Shuttle $8,000.00 Fiesta Texas $5,000.00
USAF CU $500.00 Frost Bank $9,500.00
Goomba?s $1,500.00 SSFCU $10,000.00
Fiesta Texas $10,000.00 Texas Med Clinic $25,000.00
Rome?s Pizza $1,000.00 Red Roof Inn $600.00
Pinnacle $8,900.00 Royal Purple 1 ,5 00.00
Total Value of Cash Athletic
Mama Margies $1,500.00 Sponsorships: $61,600.00
$1,000.00
$1500.00 I Total Value of Current Sponsorships: I $711,670.00 
Hyatt Place $18,675.00
$4,000.00
Papa John?s $3,500.00
Four Points $11,000.00
Chipotle Restaurant $2,500.00
Alamo City Hotels $5,500.00
?Cavenderm $7,200.00
i  Captain $7,850.00
amias?'Ne?s? $130,000
H66aaet6?t"?"' $1,000.00
Courtyard at $4,350.00
@mewamer Gaffe: $259,000.00
Laf?qgi?fa" $16,500.00
(efii??cimb $14,400.00
$2,620.00
$2,000.00
$6,000.00
Sleep Inn $7,200.00
Total Value of
Current Trade
Outs: $650,070.00

 

 

 

 

Page 29 of 3 1

Expense

4000 - Ad Production

4001 
4002 - Signage Production

4004 - Equipment Rental

4006 - Promotional Merchandise
4011 - Printing

4016 - Television Production
4018 Rate 
4020 Merchandise 

4021 -Photography

4060 - Line Transmission
4061 - Market Clearance
4069 - Engineering

4070 - Talent

4080 - Coach?s Fees
4100 - Tickets

Travel 8. Entertainment
5001 Airtines?'rain
5002 - Car Rentai
5003 - Hotel
5004 Entertainment
5005 - Meals
5006 - Parking, Tolls, Mileage, Gas
500? - Cabs, Local Fares
Total 5000 - Travel Entertainment

5020 - Suite Expense

5050 - Automobile Expense

5800 - Training and Development
5890 - Contributions

6000 -Salaries and Wages

6120 - Employee Benefits

6250 - Postage and Delivery

6271 *PrOfessional Fees (legal acctg)
6390 - Of?ce Expense

6391 - Telephones

6400 Dues Subscriptions

6500 - Computer 8: Software Expenses
6550 - Office Supplies

7999 - Miscellaneous

TOTAL EXPENSES

EXHIBIT 3
EXPENSE BUDGET

6,000
3.000
2,250
3,000
1,250
1,000
250
16.750

5,400
0

0
120,000
36,000
1,500
1,000
0
2,400
500
2,000
2,000
5.20.9.9

213,550

VB program 
Bball program 3,000
other 3,000

MBB color $0 -
MBB 30* $150 4.500

talent travel 5,000

15 trips $400
15 trips $200
30 nights $150 ea; ?02 to use trade

$2500 total, 112 to use trade

Page 30 0f31

EXHIBIT 4
HUB SUBCONTRACTIN PLAN

 

Page 31 of31

FIRST AMENDMENT TO THE
ATHLETIC REVENUE AND SPORTS MARKETING AGREEMENT

This ?rst to the Athletic Revenue and Sports Marketing Agreement is


'4

entered into effective  tame-

20 359, (?Effective Date?) by and between THE UNIVERSITY or TEXAS
AT SAN ANTONIO, (?University?), and NELLIGAN SPORTS Mammrmo, INC. 

 

Whereas, University and NSM entered into that certain Athletic Revenue and Sports Marketing
Agreement (the ?Agreement?) effective June 1, 2010 (the ?Agreement Date?); and

Whereas, University and NSM have determined the limitation on Pending Sponsors is neither
ef?cient not practical for either party; and

Whereas, University and NSM now desire to amend the terms of the Agreement to remove the
limitation on Pending Sponsors.

Now, therefore, for good and valuable consideration, the receipt and suf?ciency of which is
acknowledged by each of the parties, the contract is amended as more particularly set for below.

1. Contractual Amendments.

1.1. Section 2.1.2(b) of the Agreement is hereby amended and restated in its entirety, and
shall hereafter be and read as follows.

the Athletic Sponsorships listed in Exhibit 1, attached and incorporated for all purposes
(?Pending Sponsorships? that are currently under negotiation between University and
the companies listed in Exhibit 1 (including their subsidiary organizations), provided
however, that this exclusion will expire twelve (12) months after the Effective Date of this
Agreement. The Athletic Department will use reasonable efforts to notify and coordinate
with NSM regarding the Athletic Department signage, advertising, promotion or
publication assets that may be included in any Pending Sponsorship. Subsequent to this
tvvelve month period, should any Pending Sponsorship incorporate signage, advertising,
promotion or publication rights that have been granted to NSM under this Agreement,
NSM and the University will agree as to the value of such rights to be included in the
calculation of Gross Revenues (ref. Section 5.3) as set forth in Section 2.2.3; and

1.2 Exhibit 1 of the Agreement is hereby amended and restated in its entirety, and shall
hereafter be and read as set forth in Attachment 1 to this Amendment, attached and
incorporated for all purposes.

2. Except as provided in this Amendment, all terms used in this Amendment that are not otherwise
de?ned shall have the respective meanings ascribed to such terms in the Agreement. Except as
speci?cally modi?ed and amended herein, all of the terms, provisions, requirements, and
speci?cations contained in the Agreement remain in full force and effect.

Page 1 of 3

3. This Amendment embodies the entire agreement between University and NSM with respect to the
amendment of the Agreement. In the event of any con?ict or inconsistency between the provisions

a of the Agreement and this Amendment, the provisions of this Amendment shall control and
govern.

IN WITNESS WHEREOF, University and NSM have executed and delivered this Amendment as of the
Effective Date.

NSM Universig
NELLIGAN SPORTS MARKETING, INC. THE UNIVERSITY OF TEXAS AT SAN ANTONIO

By: By:  A

 

 

 

Name: I Name: Pamela S. Bacon
Title: Title: Associate VP. for Administration
Date: Date: /2 

 

 

Page 2 of 3