C07108
SPONSQRSHIP AND QmCIALOUTFfITQAGBEEMENT
. TIDS SPONSORSHIP AND omCIAL OUTF11TER. AGREEMENT ("Aareemet!l") is cftbcdYC as of July 1. 20].4 (the
"Effectiyc DIR") by and belweai Under Armour, Inc., a Muyland COJpOnltioo r1Jadcr .Armour"), and Tew Tc:c:b University
("Univrnitv").

Prtllmiaaa Sgttmepp
University operates pn:mier top.tier inten:ollc&i* athletic prollJ"UDS aod employs the COIChin& staff for such programs.
Under Annour desires tbe right to become af&liated witb University's aucc.icuful intercollegiate adllctic programs and mpport such
Pl'O&J'IDlS so lbat University can maintain and build upon its prior accomplishments. More specifically. Under Armour desires the
right to: (a) provide athletic pcrfimnance apparel, and related accessories and sports equipmmt to the University's intercollegiate
adiJetic programs and its coaching mff on an exclusive basis; and (b) use certain trademarks owned by the University to promote the
relatioosbip between University and Under Armour punuant to the terms and conditions set fordJ below.

Alm11cnt

In consideration of the mutual cove111Dts set btb in this AJP'CIClllCllt, and ocher aoocl and valuable consideration, fhe receipt
md sufficiency of which are hereby acknowledged. 1be parties to this Apeement agree as follows:
1.

Definitiops.
I. 1.

"Aeea.t0ries" means aJI athletic or adJt.tic related accessories including. but not limited to beadwear, headbands,
wristbands. socb. glows. and athletic « athletic related accessories with the capebilily of IDC8Sllring biometric
data.

1.2.

"App1rel" means all athletic or adaJctic related appaml including. but not limited to pme uniforms. shorts of aU
types, shirts of all types, sweatsuita, jaclcds, pants, tank tops, ~ wear, adiletie cross-training apparel. sideline
apparel, and albletic or athletic related apparel with the capability of measw'ing biometric dsta.

l .3.

"Coaches" means the Head Co11ehes and the assislant coaches of1be Teams.

1.4.

"Competitor" means an entity engaged in the manufacture, distribution, dcvelopmem, marketing or sale of
Accessories, Appan:I, and Equipment, and which engages in the complete outfitting of Division I teams (i.e.,
provides Accessories, .Apparel, omJ Equipment to Division l teams). For 1be purposes of illultrltioo, an entity that
enpges solely in the manuilcture of F.quipment and provides such :Equipment to Division I teams, but that does
not manufacture or provide Accesaories or Apparel to such athletic ~og1aws shall not be deaned a •Competitor."

l .S.

"Coafcreat.e" means the intercollegillle athletic confcrcnce of which the Teams are a member. currently the Big 12

Conf'crcnce.

1.6.

"Conference Champion" means the regular season ch11DPion or co-champion of the Contercnce UD1ess the
Conference bas a championship pme. If the C.OOfcrencc has a dlampiomhip game. then "Conference Champion"
means the champion ofthe Conference championship pme.

t.7.

"Core T•m•" means University's foo1b811 and men's and women's buJcetbllll teams.

1.8.

"Distribution CllHnel(s)" means any one or more of the following points of sale:

Better J>epartmegt Stwe!IBot!tiauw

l .8.1

(Retail stores that are high end or elite departmen1 stares selling a
wide range of products without a predominant mm:handise line or a small shopping outlet tbat specializes
in elite 1111d fashionable items); and,

l .8.2

eamullLoqal (Re18ilers that are sto~ members of 11!e Nadooal Associatioo of College Stores, or amy
textbooks, or Qll'I)' eighty percent (80%) of their store inventory for one (I) university; or are
independently-owned fanleift shops located in the immedildc campus coauawlity, or are university-owned
outlets, includ.U., student owned/operated stores); and,

1.8.3

IgtsrpctffV/Cattln MJd.Tlv (Sales of mid-tier or better items throu&h on-line extensions of campus
retailers and mid-tier/better ~tallers or sales by retailers that offei- commen:e via shopping nc:tworb (e.g.,
QVC, HSN, or Shop NBC) md plblisbed Clltalogs that arc mailed diroc:tly to die c;oDSWDer); and.

 1.8.4

Svecialty Maa (Rm.11 stores that spcc:iali7.c in a specific range of merchandise and related items. Most
storm have an extensive width and depth of stodc in items in which they specialize and provide higb levels
ofservice and expertise. Pricing policy is generally in the medium to high range depending on factors lte
the t)'J>e and exclusivity of merchandise and ownership); and.

t .B.S

Soortlng Goodt/Sport Sm!alty/hp Sltom (R.elail stores that primmily focus on sports appanl and/or
equipment).

1.9.

"Equipment" means sports equipment used by the Teams and its Coaches includina. but not limited to eycwear,
sports timing devices, aJJ adiletic footwear (includins without Jimhation. cleated footwear, turf shoes. non-cleated
athletic training shoes, and sport-specific shoes). inflatBblcs, athJctic equipment with the capability of measuring
biometric data, and interactive fitness applications, tools, and platforms.

l.10.

''Head Co8ell" means the head coach ofeach oftbe Teams.

1.11 .

"NCAA" means National Collegiate Aehledc Association.

1.12.

"Performance Products" meam Apparel, Accessories and Equipment 1hat
1.12.1 Have a unique construction (e.g., compression/tight gear); and/or,

1.12.2 Have moisture-wicking fabrics that assist the weiRT dming exercise 1111d gcncral lllhletic tasks in all types
of weather; and/or,

t .123 Are marketed as assisting such construction. fabrications and.for special characteristics.
J.13.

"Prllllary Competitor'' means any one of the following seven (7) Competitors: Nike. Reebok, adidas, New
Balance, Russc11, Li Ning. and Evo-Shield.

1.14.

"Productl" means the Apparel, Accessories. and Equipment (to the extent set forth in Sectjon 3.S), provided by
Under Annour to the Teams, Coaches, and Staff in connectim with which the Under Annour Marks or other Under
Armour indicia of origin appear.

1.15.

"RetaD Prklag" meam Under Armour's then-cum:nt retail prices for the Pl-educes.

1.16.

..Slafl'' means equipment managers, traillen. and support personnel of Che Tea1m, and the athletic director and
senior administrative team of the University's athletic department..

1.17.

''Teams" meaos the University's intc:rc:ollegiate men's basketball team; tbc men's and women's c:ross-coamtty, track

1.18.

"Under Armour M•rks" means tho logos and trademarks owned by Under Armour set forth in Exbibit A. and my
oda Under Armour indicia of origin provided by Under Armour to Univenity.

1.19.

"University Marius" means the logos and trademarks owned by University set forth in
University indicia of origin provided by Univmity to Under Armour.

1.20.

"Wboleule Pricing" means fifty percent (SO'Ye) off Retail Pricing.

and field (indoor and outdoor}. golf, and tennis tclms; women's soccer and volleyball teams: bueball team; softball
team; football team; and women's basketball team.

2.

I!m·

J.

Under Armour's QbliQtJops to Unlvenity.

Exbibit B. and any other

The term of this Agreement 4:0mmenc.u on the Effective Date and c:oatinucs Wltil JUDC 30, 2020, unless earlier
terminated in acc:ordaDce with the terms and conditiocs of this Agreement (the "Imm"). For purposes of Chis Agreemcnt. a
"Contract Year" ofthe Term means a period oftwel~ (12) successiwmonths commencing on each July 1 and ending on the
next Juue 30.

3.1.

Rlchb Fee. F.ach Contract Year, Under Armour shall pay to University annual rights fees (eacll, a "Pavmmt") in
accordance with the fOllowing schedule:

 .·~ -~'. ;-:;:~~:.t~::;;rtcolitiait .Yelrr. ~~F~,;.~ ~~~~·i~~·.-PUiiiitr.?:·Z~fo:

#I (7/1114 through 6130/lS)

5725,000

#2 (7/1115 through 6130/16)

$750,000

#3 (7/l/161hrough 6130/17)

5775,000

#4 (7/1/17 through 6130/18)

5800,000

#! (7/l/ 18 through 6/30/19)

$825,000

#(j (7/l/19 through 4130/20)

SS!0,000

The Payment for each Contrac:t Year shall be made in four (4) cquaJ quarterly installments. Such installments are
due no later than July I, October I, January I, and April 1, respectively.
3.1.1

Pt..vmeat Reduction for Core Team Sanction. Notwithsianding Che foregoing. in addition to any other rights
or remedies Under Armour may have, for 1111y Contrad Year in which a
Team is sanctioned by the
NCAA resulting in the prohibition of televition appearances or a ieduction of post-season play or
Conference championship game play (if applicable) by the Core Team. Under Armour shall have the right
to reduce the Payment for sud! Comnsct Year by: (a) thirty percent (30%) fur the University's
intercollegiate men's basketball program; (b) fifteen pen:cnt (15%) for the University's intercollegiate
women's buketball program; ..d (c) dtirty percent (30%) for the University's intercollegiate football
program. Under Armour shall have the right to either withhold Payment(s) or n!C(uire n:imbursement of
Payment(s) received. if eny, paid in excess of the amount to which University is entitled (such
reimbursement to be made to Under Armour within thirty (30) days of written notice by Under Armour).

3.1.2

J>mnglt .Rcduetioo for S,padjn&. Notwithstanding the foreso.ing, in addition to 1111.y other rights or remodies
Under Armour may have, in any Contract Year in which a Team member ..spats," tapes, or obscures the
Under Armour Mades on any Products, except u otherwise permitted in Section 4.3 below, Under Armour
shall have the right to, upon providing written notice to University, reduce the Payment in such Conlraet
Year as follows;

c.ore

Pavmeat Red•ctloa

Occurrence
1• Occurrence
2Occurrence

and

each

0%
S2S,OOO

Occurrence thereafter
For the avoidance of doubt. successive reductions shall be cumulative (e.g., 3 oa:urrences would result in
the annual Payment being reduced by a toCal of $50,000).
3.2.

Product Allowance. Under Armour shall provide to University, at no cost to University, Products for use by the
Teams, Coaches, and Slaff of the dollar value indicated below in accordance with the following schedule ~
Allowam:c"):

.· .•:·~·; ' · : coatnctYeari"::.j,,; · ·

~; PnNl~AllOWance:Y: .·~

#I (7/J/14 through 6130/15)

Sl,'25.000

#2 (711/15 lhrough 6130/16)

$1,700,000

 -------------------------·--- -~-

#3 (7/l/16 through 6/30/17)

Sl,775,000

#4 (7/1/17 through 6/30/18)

SJJl!0,000

#5 (7/1/18 through 6130/19)

Sl,'25,000

#6 (7/1119 through 6130/20)

$2,000,000

University shall specify the quantity, type llDd size of Products to be providod by Under Armour to fuJfill the
Product Allowance and shall notify Under Armour ofthe same in writing. Uni'YCl'Sity must place orders by October
I of the preceding year for fall Teams and July l of the preceding year for spring Teams. Products shall be
delivered FOB to a single location on the Uniwnity campus as designated by University in writing. Products
provided to fulfill the Product Allowance will be valued at Retail Pricing. The cost of shipping the Produd! from
Undec Armour to University will be c:harged against Uoivmfty•s Product Allowance as set forth in Bxbibjt E
attached hereto, with tho ooderstandins that Under Armour shall be responsible for 1111y shipping costs auc>eiatcd
with any Under Anoour Products that must be shipped to University ovemigbt as a result of Under Armour's
mistake (e.g., Under Armour Productll are missing ftom ao order, damaged or defective Under Armour Producls
(through no &ult of University) that need to be replaced). Under Annour shall specialiD the Products for use by the
Teams (e.g., embroidery or imprint of University Martes, player names, player numbers, and Conference name (if
required) on the game unifoJDIS of the Teams members), and the cost UIOCialed therewith slmll be included in the
price of the Products. Subject to the prior writtc:u approval of Under Armour, wbic:h approval shall not be
unreasonably withheld, and subject to Section 9.3 below, University shall be allowed to c:ontnct with a third party to
further specialize the Products if necessary to comply with NCAA or Conference regulations such as. for example..
embroidery or imprint identifying a post-season bowl game in which Teams participate at University's expense.
Under Armour agrees to work with University's Equipment Staff to coordinate placing bar codes on all boxes and
shipments of Under Armour Products, as needed. University acknowledges that all orders placed by University for
Products must be placed in ~<:e with Under Annour's then-current terms and conditions for Product orders,
and University shall be responsible for ensuring its Scaft"s compliance with NCAA rules and regulations in
conjunction with their placement of Product orders with Under Armour.

3.3.

Alfdjtional Procluell. If in any Contract Year University requires additional Products for use by the Teams,
Coaches, or S1affbcyond the Product Allowance for suc:h Contract Year, University shall purchase 1111y and all such
Products from Unc:ler Armour at Wholesale Pricing, and shall not purchase suc:h additional Accessories, Apparel, or
Equipment (except to the extent set fonh in Sectioo 3.4) from any third party. University shall specify the quantity,
type and sm of such additional Products to be provided by Under Annour and shall notify Under Armour of the
same in writing.

3.4.

Eo11lpment. In the event that the Coaches or Teams or Staff members requiM Equipment that is unavailable
through Under Armour (e.g., golf-specific shoes), the Coacbes or Team or Staft' members may use third party
Equipment provided that: (a) such Equipment is not licensed, supplied, manufactured, developed. distributed,
marketed. branded, or sold by a Competitor, and (b) neither University nor any Coach or Slaff or Team member
shall endorse, sponsor. promote, or advatise such third party Equipment. University shall CDSlR that any third
party indicia of origin is not visible on such Equipment unless removing or covering such third party indicia of
origin destroys such Equipment If at any time during the Tenn Under ArmolD' bas business plans to provide any
Equipment that it previously did not provide, then Under Armour .shall give University prior written notice of the
Equipment Under Armour intend!! to provide. Once Under Armour provides the previously unavailable Equipment.
Under Anoour shall supply samples of such new Equipment to the University for its approval. which approval shall
not be unreasonably withheld. The University's disapprowl of such previously unavailable Equipment shall mly be
deemed reasonable for legitimate reasom relamd to the safety, pe1formancc, or durability. ID the event Univmity
does not approve such previously unavaiJable Equipment in its reasonable disc:retion for legitimate reasons.
University shall provide Under Annour with written reasons for ita disapprowl, and Under Armour shall have a
reasonable time period to address University's reasons for disapproving such previously unavailable F.quipment If
University again disapproves such pseviously unavailable Equipment, then University may continue to souroe the:
new Equipment fi'om a non-Competitor. However, Under Armour shall have the right to resubmit the previously
unavailable Equipment (taking into account the reasons why the University did not approve such items) to the
University the following Contract Yctr for University's approval in accordance with the above procedures. If the
University approves the new Equipment, then the Teams shall wear and/or use such new F.quipment. and such
Equipment shall be deemed IO be included in the definition of "Equipment• and covered by the appUcablc terms set
for1h herein and University shall no longer be pennltted to soun:e such Equipment from a manufilcturer other Chan
Under Armour. Thereafter, Under Armour shall make such new Equipmen1 available to the University and if

 University orders such F.quipment under Section 3.2 above, the doUar amount worth of such new Equipment onlored
by University shall be counted against the Product Allowance.

3.S.

Material Modlfkat!om tp ProdMdl- University ac:knowJedges and agrees thal all cumm Products have beell
lested and worn by University and are acceptable to the University, and meet or exceed indUSby standards. If Under
Annow- substantially modifies an existing Product in a material manner (''Modified Produc«s"), Under Armour shall
supply samples of such Modified Produc:ts to the University for its approval. which approval shall not be
unreasonably withheld. University's disapproval of such Modified Products shall only be deaned reasonable for
legitimate reasons related to the safety, periOrmanc:e, or durability. In the event University does not approve such
Modified Products in i1s reasonable discretion for legitimate reasons, University shall provide Under Annour with
written reasons for its msapproval, and Under Armom shall have a reasonable time period to adikess University's
reasons for disapproving such Modified Products. (f University again disapproves such Modified Products in its
reasonable discretion for legitimate reasons, then Under Annour shall continue to supply Univenity with the
previously approved venion of such Modified Products. However, Under Armour shall have the right to resubmit
the Modified Products (taking into accouot the reasons why the University did not approve such items) to the
University the following Contract Year for University's approval in accordance with the above procedures.

3.6.

Authentic Procluct Sales by Univenltx Aperoved Vpdor{s>:
3.6.l

University acknowledges that:
(a)

Under Armour currently bas an existing License and Distribution Agreement with GFSI. Inc.,
dlb'a Gear For Sports ("O.ESr), under which GFSI has certain exclusive rights with rmpcc:t to
certain Products bearing collegiate trademarks in certain sales channels.

(b)

GFSI and University's retail licensing agent, namely, the Collegiate Licensing Company ("!J&•)
have an existing non-exclusive mail license agreement under which GFSI may sell certain
Apparel. Accessories, and Equipment bearing certain University Mmb pursuant to the terms of
the license agreement.

3.6.2

University shall ensure that Under Armour and GFSI, respectively, shall have the right to sell Products
bearing the Uni'Jen>lty Marks.

3.6.3

University hereby g,ants to Under Armour the oxclusjve right to sell the following AppareL Accessories,
and Equipment bearing the University Marks:
(e.)

All authentic uniforms as worn by the Teams and their respective COaches; and

(b)

All the replica versions of such authentic uniforms developed for retail sale in each of the four (4)
designaled Apparel Categories.
(i)

The four (4) desipated Apparel Categories are:

Men's

Women's
Youth
Toddlcrlln8mt
(ii)

Io the event Uodel' Armour has not brought to retail replica uniforms in an Apparel
Category in a particular Distribution Channel (e.g.. Specialty Mass), then University may
source and license the University Muks to uy vendor to produce replica uniforms in that
Apparel Category in that particular Dimibution Channel until such time as Under
Armour brings replica unifonns in that Apparel category in that Dislribulion Chnncl to
retaiL except the University shall at no time source and license the University Marks for
this purpose to a Primary Competitor of Under Annour.

(iii)

For the purpose of this Section 3,6.3. Under Armour bas not brought an Apparel C8legory
in a particular Disln"butioa Chllllllel until the replica uniforms are maou6ictun=d, shipped.

 and available to retailers on a eontinuous annual basis in that particular Distribution

ChlllJDCl.
3.6.4

Notwtthsl:andirig anything in this Section 3.Ci to the contrary, University does not gnmt Under Armour che
exclusive right to sell tbe following Prvducts bearing the University Marks:
(a)

Headwear; provided, however, the Univcisity asrns not to Jic:cnsc or permit the licensing of the
University Marks by any Primary Competitor oo Headwear.

(b)

Performance Products (including polo shirts) and non-Performance Products; provided, however,
the Univcnity agnics nol to license or permit the lic:ensing of the University Marks by any
Primary Competitor on Perfunnance Products.

(c)

Non-Performance polo shirts and Fashion Jerseys; provided, howewr, the University agrees not to
license or permit the licensing of the University Marks by any Primary Competitor on Non·
Performance polo shirts and Fashion Jerseys.
(i)

3.7.

For the pmposcs of this Section 3.6. ''Fashion Jersey.s• shall meanjerseys lhat: arc sold at
retail; and do not replicate the look ofthe official uniforms of the Teams..

3.6.S

Under Armour may exercise the rights granted herein either itself and/or pursuanl to its agreement with
0 FSI or other third party with whom Under Annour may contnlcl in the future, provided such third party
has a license with University or CLC (or other third party to whfcb University has granted the right to
sublicense the University Maries).

3.6.6

Products provided for under dlis Section JJi must be first among the retail Api-nl, Acceuories, and
Equipment offered on the athletics department official online store of Uoiversity's website.

Pedorm•QC! Bonys hymegts. Under Armour shall pay to University the bonus compensation set forth. in~
attached hereto. For the avoidance of doubt. all bonus compensation set forth in Exhibit C for each Team shall be
non<wnulative, except that any Coach of the Year bonuses shall be cumulative. By way of example, in the event
University's Men's Basketball team plays in and wim the NCAA Championship Tournament in a Contract Year,
Under Armour shall pay University SS00,000, oot $510,000. Bonus compensation shall be paid to University within
sixty (60) days after University provides Under Armour with written notice that it achieved the criteria nec:essuy for
payment of such bonus compensation. Jn order for a Team to qualify for bonus compensation, the Team's
competition Apparel and Aceessories must be supplied by Under Armour.
~

3.8.

3.9.

Stiff Dllcoupt.

S1aff members of University's Athletic Department shall be pennitted to purebase Produc:ts from
Under Annour at a discounted rate of fifty percent (SO%) oft' Retail Pricing during the Tenn. University shaJl
ensure that such Staff mcmben abide by Under Annour's regulations for the purchase of Products as well as all
applicable NCAA regulltjons. Each Staff member shall be responsible for payment ofany shipping costs associated
with his/her pun;basc of Products.

MvkctlDI

Qbllytlou I BstaU lgltfldm Under Armour shall provide mmkcting support to advertise and

promote its relationship with University and its Teams. To this end, the parties 5hall endeavor iD good &ith
throughout the Term to develop plans and methods to market and/or promote the activities and accomplishments of
the Teams. and the Teams' and University's relationship with Under Armour. Under Armour shall consider the input
of University with respect to the type of such marketing support; however. the final determination shall be made by
Under Annour in sole discretion. Under Armour shall provide marketing support in the amount of St25,000 per
Contract Year. Further, Under Armour and University shall collaborate in good faith regarding mutually agreed
upon retail initiatives in the Dallas and Houston metropolitan areas.
4.

Uniymjty'1 Obliption1 to Under Armour.

4. J.

Co!cbes, Stair. and Tt!IH- During the Term, University will require the Coaches, S~ and Teams to wear and
use the Products exclusively for aU Team activities, WQrtouts, practices. games or competitions, 10Wnalnents, sports
camps, clinic:s, or other athletic~relatod event operated by University or the Coaches, and • media interviews, press
conferences, c:oiu:bcs' shows, or public appearances when speaking for or acting as a tepreSC111tative of the Teams in
an official capacity, and shall not allow Coaches, Staff, or Teams to wear andfor use any Accessories, Apparel, or
Equipment (except to the extent thal third party Equipment may be used as set fonh in Sectiop 3.4) manu&eturcd,

 licensed, distributed, developed, marketed, branded, or sold by any thild party while in the coune of dieir duties as
University employees.
4.1.1

Wilson Fooiballs. Notwithsranding the foregoing, Under Armour acknowledges that University's Football
Team uses Wilsoo-bnmdcd footballs. and such use of Wilson-branded footballs shall oot be deemed to be a
breach of this Agreement; provided. however, that (i) Wilson is not granted any marketing, promotional.
sponsorship, or other rights with respect to University or the Football Team, and (ii) upon the expiration or
termination of any agreement with Wilson for footballs, then subject to any rights contained in such
~ent (including rights of first negotiation and rights of first refusal), University shall exclusively
negotiate with Under Armour regarding the Football Team's use of Under Annour-branded footballs.

4.1.2

Third PmtY Non-Prigwy Competitor Soccer Balls !IDd Volleyballs. Notwithstanding the foregoin& Under
Armour acknowledges that University's Soccer Teams and Volle:yba.lls Team use third put)' non-Primary
Competitor soccer balls and volleyballs, respectively. and such use of third party non-Primary Competitor
soccer balls and voJleyballs shall not be deemed to be a breach of this Agreement; provided, however, that
CO such third party non-Primary Competitors are not granted any marketin& promotional, sponsorship, or
other rights with respect to University or the Teams. and (ii) upon the expiration or tennination of any
agreement with any thin:! party non-Primary Competitor for soccer balls and/or volleyballs, respectively,
then subject to any rights contained in such agreement (including rights of fint negotiation and rights of
first refusal). University shall exclusively negotiate with Under ArmoW' regarding the such Team's use of
Under Annour-branded inflatables.

4.2.

Limigtlon of Lifbllitx and DjKlajmer or Warranties. THIS ENTIRE SF.CTION 4.2 IS APPLICABLE
ONLY TO THE EXTENT ALLOWED BY THE LAWS OF THE STATE OF TEXAS APPLICABLE TO
THE UNIVERSITY. UNDER ARMOUR SHALL NOT BE LIABLE TO UNIVERSrrY, ANY TEAM
MEMBER, COACH, OR ANY STAFF MEMBER FOR ANY INJURY OR DAMAGE SUFFERED FROM
WEARING OR USING THE PRODUCTS INCLUDING ANY CLAIMS OF UNDER ARMOUR'S
NEGLIGENCE OF ANY KIND. IN ADDITION TO CLAIMS OF NEGLIGENCE, UNDER ARMOUR
HEREBY DISCLAIMS AND UNIVERSITY HEREBY WAIVES ALL l!XP~ AND IMPUED
WARRANTIES
(INCLUDING,
WITHOUT
LIMITATION,
THE
WARRANTIES
OF
MERCBANTABU.ITY OR ~ FOR A PARTICULAR PlJllPOSE) WITH RF.SPECT 10 THE
PRODUCTS.

4.3.

Yislbility of Under Armomr Merg. Produc:ts shall be worn or used in the condition received &om Under Armour.
University shall not (and will require chat Team members, Staff, and Coaches shall not) remove, wrap, tape. spat, or
change any Products (including. but not litnited to the Under AnnOW' Marks and/or covering the Under Annour
Marb) or add the name. trademark, tndename. service marlc, logo. symbol. design, or idendficadon of any third
party unless required by the Conference or NCAA. unless medically necessary to do ~ for or during a game (so
long as Univenity provides Under Armour with notice of such injury as soon as reasonably possible). Ullllllthoriz.ed
"spatting" and/or taping of Products by any Team member, Staff member, and/or Coach shall be inconsistent with
the purposes of this Agreement, and shall be deemed a material breach of this Agreement. Under Armour
recognizes that rurrent NCAA rules (bylaw 12.5.4) govern the siu and oocurreoces of a manufacturer's or
distnbutor's trademarlcs on all Products worn by members of 1he Teams. Subject to Section 9J. Under Anuour is
subject to any changes in such legislation during the Term.

4.4.

Promotto1111I Opporfupltiet •d PrlyUeges. During the Tenn, University hseby grants Under Armour the
following promotional opportunities and privileges at no cost to Under Annour.
4.4.1

Qfllc!al Dgl!n1tioa. University hereby grants Under Annow the exclusive right to the official
designations of "Exclusi~ Official Outfitter of the Texas Tech University Department of Atblecics," as
Mil as the 11Exclusivc Official Outfitter" of each of the Teams. University shall use best efforts to refer to

Under Annour as the offieial designations in all appropriate settings and situations. The parties may, from
time to time, mutually agree in writing to additional official designations. University hereby grants Under
Armour the exclusive right to supply the Teams with Accessories, Apparel, and Equipment (to 1he extent
set forth in Sectjon 3,5) and University shall not enter into an ap:emeot with any third party (i) for the
pun:base, gift, exchange, sponsorship, promotion, supply, endonement, or advertisement of any
AcceS!ories, Apparel, or Equipment (except to 1he extent set forth in Section 3.S>. or (it) if the term
"Armour," ..Armor," or any term c:onfiasingly similar thereto is used in eonnedion with the third party's
name or its products or services, unless otherwise approved in advance by Under Annour. Further, to the
extmt any such agreement falls within the course and scope of Coaches or Slaff membcts' duties with
University, University shall not (and shall not autbomc any Staff or Coach to) enter into an agreement with

 any thin! party (iii) for the p~hasc, gift, exchange, sponsorship, promotion, supply, encknement, or
advertisement of any Products, or (iv) if the term "Armour," "Armor," or any term confusingly similar
thereto is used in connection with the third party's name or its products or services, unless olhcrwisc
appn>Yed in advance by Under Armour.
4.4.2

AnppRPqmeaQ. •neu, 11d Spomogl!lp. Under Armour shall have the exclusive right to sponsor,
market, and otherwise promote that it is the "Exclusive Official Outfitter of the Texas Tech University
Department of Athletics." 11nd. when applicable, the "Exclusive Official Outfitter" of each of the Teams.
Uni~ty shall not allow any manufiu:turer, supplier, distnbutor, seller or marketer of any Accessories,
Apparel, or Equipnent to display signqe at University's athletic: facilities or grant to such panics any
naming rights to such facilities. During each ContrBct Year, University shall provide Under Armour with
the following:
(a)

M!rketing M@terlals. Under Armour shall be recognized as the "Exclusive Official Outfitter of
the Texas Tech University Department of AthJetics," and. when applicable, the "Exclusive Official
Outfitter" of each of the Teams, and as a sponsor of the Teams on any University website, in any
University publication, and in any University advertisements or promotional materials that relate
to die Teams including, but not limited to posters, calendars, and newsletten.

(b)

Vid!o Bo!nl

Snon12nhlpt. If the facilities where the applicable Team competm bas video
boards, Under Annour shall ra:eive two (2) thirty (30) second video board sponsorships during
each homo game of such Team. the content and design of which shall be determined by Under
Armour by mutual agreement with University. Univcnity shall not unreasonably withhold,

condition, or delay its agreement to such content and design.
(c)

Public Addrm AnpoHsemmg. If the: filcilities where the applicable Team competes bas a
public address system. Under Annour sbaJI be recogni7.ed as rhe "Oftlclal Outfitter of the Tcxm
Tech Untwrsity Department of Athletics," and. when applicable, tbe "Exclusive Official Oulfitter"
of each of such Team. aod as a sponsor of the Team by one (l) public address announcement
dtuiog each halfofeach home game of the Team.

(d)

In..St!dlum Slgnm. Under Armour shall receive four (4) banneni to be displayed at each home
game of the Teams in the best spot available in Univmity•s athletic f.acilities and University shall
use its best efforts to ensure that such bannc:is have a television view. Under Armour
acknowledges that University's agreement with mpec:t to its football stadium currenaly prolu""bits
on-field signage. However. should University's agreement allow for on-field signage, Under
Armour shall be given first placement rights with rapect to its banners. The content and design of
such banners shall be determined by mutual agreement with the University. University shall not
UJll'CUODably withhold. condition. or delay its agreement to such c:ontent and design.

(e)

Game Prwo•• agd Mdja Gy!dn. Under Armour shall receive one (l) full page color
advertisemeJJt meach game prognm Md one: (I) full page black and white advertisement in each
media guide for the Teams, the contait and design of which shall be determined by mutual
agreement with University. University shall not unreasonably withhold. condition, or delay its
agrc:emc:ot to such content and design.

(t)

Game PhoC01rapby gr focttMe. Subject to any pre-existing University agreements to the
contrary, University hereby grants to Under Annour the right to use game photographs and/or
audiovisual
of any Team game subject to applicable NCAA rules regarding lhe
aJ)J>e81'8Dce ofany eli&fble Team member to promote: provided. however, that Under Armour shall
pay for reasonable edit charges associated with the University's provision of such photographs and

tbo•

footage.

(g)

4.4.3

Webllte. Under Armour shall be recognized as the "Exclusive: Official Outfitter of the Texas
Tech University Department of Athletics• above the fOld on the Texas Tech University
Department of Athletics' official website homepage, with a direct link to Under Armour's website
bome)JBge locaied at www.underannour.cQ[Tl.

Ticket! Hd hrk(PR PyMt. Univenity shall provide Under Armour with the fullowing admissiom,
tickets, and parking passes for each Contnld Year. In the event Under Annour is not going to use tickets

 for a certain game or event, Under Anoour shall provide Univcqity with at least two (2) business days
prior notice so that University may reissue any Wlused tickets.
(a)

Twenty (20) club or field level admissims to all of the football team's home games, and ten (10)
reserved lot parking passes for all such home games.

(b)

Ten {JO) lower lcvol tickc13 to aJI of the football tcam'a away games for the same cost incumd by
the University to purchase such tickets. If such tickets are provided to University free of charge, it
sbaJI p"Ovide such tickets to Under Annour he of c:harge.

(c)

Ten (10) lower level tickets to any post-season game in which the football team participates.

(d)

Ten {10) lower level tickets for all home games of University's men's and women's basketball
teams, and five (S) reserved lot parking passes for all home games of the University's men's and
women's basketball teams.

(e)

Eight (8) tickets to any post-season game in which the men's aod women's basketball teams
partic~tc.

(f)

4..4.4

4.5.

5.

For all Teams other than football and men's and women's basketball, ten (10) tickets for all home
games of the Teams, five (5) reserved lot parking passes for such home games, and ten (10) lower
level tickets for au:h post-season competition in which such Teams participate.

Accom!!llOdatjog.
University shall use its best effi>rls to assist Under Armour in securing
accommodations fur the Teams' home games; provided, however, that the cost of such accommodations
shall be bome by Under Armour.

Apoean•ces by Held Co!cb. Upon l'CllS<Jnible prior notice and subjcct to any cOllChing commitment, University
shall make the Head Coach of each Team available for a maximum of two (2) personal appearances on behalf of
Under Armour eacb Contract Year. Such appearances may include, but are not limited to speaking engagements,
appearances at sports clinics, celebrity events and other pub1ic appearances. Under Armour shall pay all reasonable
and necessuy transportation, meal, and lodging expenses of the Head Coaches in connection with any appe1111Dcc
under this Section 4.5. During any such appearances by the Head Coaches, the Head Coaches shall wear Under
Armour Products.

lptellectual Prooertv.

5.1.

\Jnder Armour lntcllectg•I Pronertv.
S. l. I

f;!nnt or ycepse.. During the Tenn, Under Armour hcn:by grants to University a roya]ty-free, nonexclusive, limited, non-b1mSfsable license to use the Under Armour Marks to promote the Products and
the relationship between Under Armour and Ualversity and its Teaim including, but not limited to Under
Annour being the "Exclusive OfficiaJ Outfitter of the Texas Tech University Department of Athletics
Football." and, when applicable, the "Exclusive Official Outfitler" of each oftbe Teams, and a sponsor of
the Teams. University shall submit to Under Annour and Under ArmoW' shall have the ri&ht to approve all

proposed uses of the Under Armour Marks by University. Under Armour shall not unreasonlbly withhold.
cmlditioo, or delay approval ofsuch intended uses of the Undei- Armour Marks. If Under Armour does not
approve/disapprove a request for approval in writing within twenty-one (21) days of receipt lhen:of, such
materials shall be deemed disapproved. If Under Armour disapproves any materials submitled by
University, Under Armour shall provide University with written reasons as to why such materials were

disapproved.
S.12

Rmtgnition of Velwe of Under Armour Marks. University recognizes the value of the Under Annour
Marks. Under Annour owns all right, title and interest in and to the Under Annour Marks, and Under
Annow has the right to gnml to University the license to use the Under Ann.our Marks as set forth in this
Agreemenl University shall not do anything inconsistent with Under Annour's owombip of its
intellectual property. including the Under Armour Marts. University will not file any application to

register any Under Annour Mark (whether as a trademark. copyright, domain name, or otherwise), in whole
or in part, or any mark that is confusingly similar to any of the Under Armour Maries, at any time during the
Tenn or thereafter. University will not, during the Term or thereafter, attack title to or rights in the

 intellectual property of Under Annour. incllldiog the Under Armour Marb. Use of the Under Armour
Marks by University and the goodwill associated chcrewith shall inure to the benefit of Under Armour.
5.2.

S.3.

Unlvenjty lptelleetual Property.

S.2.1

Gn1t or IJcetH. During the Term. University hereby grants to Under Armour a royafty-fice, nonexclusive, limited, license to use the University Marks to: (a) promote the relationship betwcco Under
Armour and University and its Teams including, but not limited to Under Ann.our being the "Exclusive
Official OutfiUcr of the Texas Tech University Depanment of Athletics," and. when applicable, die
"Exclusive Official Outfitter" of each of the Teams, and a sponsor of the Teams; and (b) embellish the
Products for use by the Teams, Coaches, and Staff anywhere in the world. All such use of the University
Marks by Under Annour shall cmform to University, Conference and NCAA rules; provided. however,
that University must submit its current rules to Under Armour prior to the execution ofthia Agreement and
such rules are attached hereto as Exhibit D, and University shall provide Under Armour with prompt
written notice of any changes, modifications, or additions to such rules provided Under Annour shall have
a reasonable time period to confonn to such changes, modification, or additions, and such changes,
modifications or additims arc not applicable to materials already produced by Under Armour. Under
Armour shall submit to University and University shall have the right to approve all proposed uses of the
University Marks by Under Annour. University shall not unreasonably withhold. condition, or delay
approval of such intended uses of the Uniwrsity Maries. If Uniwnity does not approve/disapprove a
request for approval in writing within twenty-one (21) days of receipt dJereot such materials shall be
deemed disapproved. If UniVCl'llity disapproves any lll8tcrials submitted by Under Armour, University
shall provide Under Annour with written reasons as to why such materials were disapproved.

5.2 .2

Bp;qrpitig gC Y,lge of Upiunh Marly. Under Annour recognizes the value of the University Marks.
University owns all right, title, and interest in and to the University Marks, and University has the right to
grant Under Annour the license to use the Univcnity Marks as set fbrlh in this Agn:ement. Under Armour
shall not do uaything inconsistent with University's ownership of its intellectual propel1y. including the
University Marks. Under Annour will not file any application to register any University Mark (whether as
a trademark. copyright, domain name. or otherwise), in whole or in put. or any mark that is confusingly
similar to any of the University Marks at any time during the Term or thereafter. Under Armour wm not,
during the Term or thereafter, attach title to or rights in the intellectual property of University, including the
University Marks. Use of the University Marks by Under Armour 11Dd the goodwill associated therewith
.shaU inure to the benefit of University. AU use of the University Marks by Under Armour shall confonn to
University, Conference and NCAA rules; provided, however, that University mu&t submit its rules to Under
Annour priOI" to the execution of this Agreement and such rules are attached berato as Exhibit D and
University shall provide Under Annour with prompt written notice of any changes. modifications, or
additions to such rules provided Under Annour shall have a reasonable time period to coafunn to such
changes. modification. or additions, and such changes, modifications or addidons are not applicable to
materials already produced by Under Annour.

Quality Coptrol.

5.3.l

5.3.2

Unlunity Obllqtlou. During the Term. University shall cooperale with Under Armour to assure that
the nature and quality of its use of the Under Armour Marks and the quality of its goods and services in
connection with which the Under Armour Marks are used arc eonsistent with the requiremmts of this
Agreement. To that encl. University shall provide samples of its use of the Under Amtour Maries to Under
Annour upon Under Armour's request and shall make reasonable eftbrts as may be requested by Under
Armom- to assme that the nature and quality of University's use of the Under Annour Martes and lhe level
of quality of its goods and ser\lice!l provided in connection with the Under Armour Marks are consistent
with and do not detract from the goodwill associated with the Under Armour Marks.
Under Armoar Obligtiop1, During the Term. Under Armour shall cooperate with Univcnity to msure
that die nature and quality of its use of the University Maries and the quality of its goods and services in
connection with which the University Mutes are used are consistent with the requirements of this
Agreement. To that end. Under Armour shall provide samples of its use of the University Marks to
University upon University's reasonable request and shall make reasonable efforts as may be requested by
University to usure that the nature and quality of Under Armour's use of the University Marks and the
level of quality of im goods and services provided in connection with the University Marks are consistent
with and do not detract from the goodwill associated with the University Marts.

 ... ··---· ··-- ·····-···-- -

- - - - - - -·------

Egpi.. ble Belier. The parties acknowledge that any use of the other party's intellectual property, other than in
accordance widJ. this Agrcemem, will cause irreparable damage to the odJ.er party. Therefore in the event of any
such breach or threatened breach of this Sectjon 5, the noo--b~ing party will be entitled, to the extent allowed by
Texes law, In addition to and not in lieu of all other rights and remedies available at law or in equity, to specific
relief including, widJ.out limitation, an injunction enjoining any such breach or threatened breach.

5.4.

6.

Renrgentatioa1 IPd Warrantja. Each party represents and warrants to the other party that: (a) jt has 1he full right and
authority to enter into this Agreement, perform its obligations under this Agreement, and grant all of the rights granted by it
under this Agreement; (b) this Agreement has been duly executed and delivered on its behalf and is a valid and binding
obligation enforceable against it in accordance with its terma; and (c) in the performance of this Agreement. it will comply
with applicable state, federal, and Jocal laws and regulations, and the constitution, bylaws and rules of the NCAA and the
Conference. In addition to the foregoing, Uni~ersity represents, warnmts, and covenants to Under Armour that there are no
promotional. licensing, or sponsorship agreements or any other agreements to which University, any Coaches. or any Staff
member is a party which would preclude the conveyance o( or materially impair, the rights intended to be convcycd to Under
Armour under this Agreement, and University shall not enter into or authorize any such agreements during the Term.

7.

Ricbt of Flrtt DeaHg. At the request of Under Armour, University shall meet with Under ArmolD' to negotiate in good
faith the tenns of a renews] of this Agreement Notwithstanding the foregoing. the parties shall not be obligated to enter into
a renewal of this Agreement if they cannot mutually agree upon the tcnns of such renewal. University shall not engage in
meetings or oegotiarioos with any third party J'Cglltdiog product supply, sponsorship, or promotion with respect to
Accessories, Apparel, or Equipment (except to the extent set forth in Section 3.4), for the Teams; provided. however, that if
the parties QDDOt mutually agree upon the terms of such renewal by December 1. 2019 ("Exc;Jusiye Negotil¢jng Epd Date")
then University can engage in negotiations w.ifh any third party with respect to Accessories, Apparel. or Equipment for the
Teams. University sba11 inform all third parties ofits requirements under this Sectjon 7.

8.

R!Rht oC Ffqt Befuyl TmS ENTIRE SECflON 8 IS APPLICABLE ONLY TO 11fE EXTENT ALLOWED BY
THE LAWS OF THE STATE OF TEXAS APPLICABLE TO THE UNIVERSITY. FOR THE AVOIDANCE OF
DOUBT, TO THE EXTENT THAT APPLICABLE TEXAS PROCUREMENT LAW DOES NOT REQUIRE AN
OPEN BID PROCESS OR IF SUCH OPEN BID PROC~ ALWWS FOR A RIGHT OF FIRST REFUSAL. 1IUS
PROVISION WILL BE ENFORCED AND GIVEN EFFECT TO THE MAXIMUM EXTENT PERMITI'ED BY
LAW. After the Exclusive Negotiating End Date, and extending one hundred eighty (180) days after the exphation of the
thcn-cwrent term (i.e., extending through December 31 1 2020), Under Armour shall have a right of fint refusal with "'5J)Ol:t
to any third party ofter University may receive for product supply, sponsorship. or promotion with ~ to Accessories,
Apparel, or Equipment ("Third Pmty Offer"). lfUniversity receives any such Third Party Offer, then University shall submit
to Under Armour in writing the name of the third party and all the material terms of the Third Party Offer. Under Annour
shaU have ten (I 0) buslneiw days from the date of its receipt of the Third Party Offer to notify University in writing whether
Under Armour will renew this Agreement on terms at least equal to tbc material terms sd forth in the Third Party Offer. If
Under Annour notifies Univenity in writing that it will renew the Agreement on such terms, then University and Under
Armour shall renew this Agreement on such tmns. University shall infonn all third parties of its requirements under this

Sec:donl.
9.

Tcrminatlo1 Hd Remedies.

9.1.

ypon Breach by Either Party. Any party may tenninate this Agreement in the event of a material b~ of any
tenn or condition of this Agreement by the other party and a failure by such other party to timely ewe the breach by
giving notice as hereinafter provided.. In the event of a breach. the non-breaching party shall provide tho breaching
party with written notice of the breach specifying in reasonable detail the nature of the breach. If the breaching
party does not cure the breach within thirty (30) days after receipt ofthe written notice, the non-breachin& party may
immediately terminate this Agreement upon provision ofwriuen notice to the breaching party.

9.2.

Addltioe•I Terminatiop Blrhp for Ynivenlty. Notwithshmding any other provision of this Agreement,
University may immediately terminate this Agreement by providing written notice oftenninatfon to Under Armour
if Under Armour voluntarily petitions in bankruptcy, is adjudicated bankrupt or insolvent. if 1111y reeeiver is
appointed for its busint:is or property, or if any trustee in bankruptcy or insolvency is appointed under applicable
law.

9.3.

Additional T!rmiutjop RhdJts for Under Al'JllO!'· Notwithstanding any other provision of this Agreement,
Under Annour may immediately terminate this Agreement by providing written notice of termination to University
11pm the occurrence of one or more of the following; (a) if the NCAA, Conference: or any assignee thereof (i)
deprives Under Armour of promotional benefits and/or exposure of the Products by requiring the Teams to wear
andlor uae Accessories. Apparel, or Equipment. that is not supplied by Under Annour, or (ii) materially diminishes

 the size or oa:um:nce of the Under Armour Maries on the Products, (b) if University does not fur any 1easoo field a
NCAA Divisjon I Core Team, (c) if any oftbe Core Teama are placed on NCAA probation banning their appearance
in regular season andfor postseason television broadcasts. (d) University or Coaches disparages Under Armour or
takes any other action inconsistent with its obligations with respect to the Products, (e) if during a Contnu:t Year
Under Armour provides University with notice that the Coaches, Staff: or Team members fail to wear and/or use the
Products in breach oftheir obligations under Section4.J and Section 4.3 and such breach is not cured by the Teams'
next game or such breach occurs for a second time during any Contract Year, and/or (f) a Team memb« "spats" or
intentionally covers the Under Armour Marks on the Under Armour Products in violation of Section 4.3.
9.4.

Effects orTqmlpatiQn. Except as otherwise set forth herein, upon termination of this Agreement, the parties shall
immedilllely discontinue all uses of the other party's marks (i.e., the Under Armour Marks or the Universi1y Marks,
as the case 11111.y be); provided. however, that if the Agreement is terminated prior to Us expiration date, then for a
period of one hundred eighty ( 180) days following termination of this Agreement, either party may continue to use
the other party's marks for radio or televisim broadcasts; written publications; and Product packaging materials
lDlder agreements existing on the date of tennination that cannot be canceled without subsuwtial cost or penalty to
that party.

10.

luurance. Under Annour shall purchase 1111d maintain, throughout the Term ofthis Agniement, commercial general liability
inswuce to protect Under Armour from all claims for bodily injury, including accidental death and personal injmy arising
from operations under this Agreement. All required insurance coverages must be acquired from insurers registered to do
business in the State of Texas and acoeptable to the University. In additional. all Sl8tUtOry msllnlDCC requirc:mcnts, including
workers compensation, shall be met. The amount of Commercial General Liability shall be SI,000,000. The Univenity shall
be named on such policy as an additional insureds. A certificate of each policy of insurance shall be furnished to the
University Contracting Office.

11.

Milcellanegu1.

I 1.1.

Coastnctlon. For purposes of resolving any dispuce or ambiguity under this Agreement, the parties ~that this
Agreement shall be intmpretcd and treated as though it were drafted without application of any rules of comtruction
construing the Agreement either in fitvor of or against any party. The parties acknowledge that they have had the
opportunity to review the terms and conditions ofthis Agreement with their respective legal counsel.

l l :i.

l1tirc Axreeme1t This Agreement, its exhibits and referenced agreements c:ontain the entire agrument of the
parties to this Agreement with respect to the subject matter of this Agreement and shall be deemed to supersede all
prior agreements, whether writmi or oral, and the terms and provisions of any such prior agreement shall be deemed
to have been mergod into this Agreement.

11.3.

Headl1p. The subject beadings of the sections of this Agreement are included for purposes of convenience only,
and shall not affect the construction or interpretation ofany of its provisions.

l l-4.

Modiflgtlon. This Agreement may only be modified or altered by written insbument duly executed by the parties.
No alteration or amendment of this Agreement shall be binding upon either party unless reduced to writing and
signed by the party against whom such alteration or amendment is asserted.

11.5.

Non-waher. Relege. Dfsebam. The failln of any party to insist in any one or more instances upon perfonmmcc
of any of the provisions of this Agreement or to pursue ilS rights under this Agreement shall not be construed as a
waiver of any such provisions or the relinquishment of any such rights. A party's release, discharge, or waiver of
any of this Agreement's terms or conditions is effective only if in writing and signed by that party. A party's specific
waiver does not constitute a waiver by that party of any earlier, concurmit or later breach or defilult. No waiver
occurs if a party either mils to insist on strict performance ofthis Agrecmenfs tmns or pays or accepts money under
this Agreement with knowledge ofa breach.

l 1.6.

~·

All notices, requests. or other communieations required to be given under this Aer=Jlent or which tbe
parties may desire to give t111der this Agreement shall be in writing and (a) hand delivered personally, (b) sent by
filcsimile lran5mission if the transmitting party receives confirmation of Sllccessful transmission or (c) addressed and
sent by certified or registered mail, postage prepaid and rctum receipt requested to the parties as follows:

 - - - - ----- ·--·- ..

If to Under Armow:
Legal Department
Under Annour, Inc.
I020 Hull Street

Baltimore, Muyland 21230
Facsimile: (410) 246-5922
lfto University:
Kirby Hocutt
Director of Inrercollegiatc Athletics
Texas Tedi University
P.O. Box43021
Lubboek, Texas 79409
Facsimile: (806) 742-1856

With a COJ!Y to:
Bobby Gleason
Senior Associate Athletic Director
Texas Tech University
P.O. Box 43031
Lubbock., Texas 79409
Facsimile: (806) 742-1327

If any party wishes to aker the iecipieot/address to which communications to it are sent. it may do so by providing
the new information, in writing. to the other parties in accordance with this Section 11.6 All communications

addressed in accordance with this Agreement shall be effective (i) when received, if delivered by certified or
registered mail, (ii) on the date on which delivery is made, if personaJly delivered, and (iii) on the dare of
transmission, if h)' &csimile transmission.
11.7.

Public Stltemep,g. Peas Releug Hd Copfidentfality. The parties agree that they win coordinate the content
and timing of all public statements and press releases concerning the public announcement of 1he relatiomhip
governed by this Agreement. Except as otherwise required by applicable law, 1he parties agree that each of lhem
and their respective agents, employees. and rep~tatives will not disclose in any way or to any third party any
tcnns of this Agreement unless mUlllllly agreed to by the parties in writing. Under Annour lclcnowledges that
University Is subject to the Texas Public Information Act.

11.8.

ReasOHbleaas and SeyenblHty. The partie& stipulate and agree that each and evecy paragraph, sentence, term,
and provision of this Agreement (collcc:tively, "Provision") shall be considered independent, reasonable, and
severable. If a court of competent jurisdiction makes a final determination 1hat any Provision is unreasonable,
invalid, or unenforceable, the remaining Provisions shall be wtimpaired and the umeasonable, invalid, or
unenforceable Provision shall be deemed replaced by a Provision that is valid, rawK>Dllble, and enforceable and lhat
most closely approximates the intention of the parties with respect to the unreasonable, invalid, or unenforceable
Provision, llS evidenced by the remaining valid enforceable tenns and conditions of this Agreement.

11.9.

Rel@tfoghip of the Plrttn. The relationship of Under Annour and University shall be that of independent
contractors. Nothing contained in this A~mcot shall be constnled or intcrprded as erellting a relationship ofjoint
ventums, partners, principal and agent. or cmplo~ and employee UDdcr any circumstances.

11.10. Djsslaimcr of Warragtles and Remedig. All rights and remedies provided in this Agreement shall be cumulative,
and shall not be exclusive of one another or of any remedies available at law or in equity. Only to the extent
allowed by the laws of the State of Texas. under no circumsbmc:es shall either party be liable for conscqueotial,
special, or incidental damages arising out ofthis Agreement.
11.11. A""ament. This Agreement and any rights or obligations of Univenity herewxler are personal to Univenity and
shall not be assigned or delegated without the prior written consent of Under Armour. Under Armour may assign its
rights hereunder to any of its affiliates or to any person or entity that acquires or succeeds to, by operation of law or
otherwise, all or substantially all ofthe business ..u of Under Armour.
11.12.

Soysrelg1 Immygtty,
TIIE UNIVERSITY DOES NOT WAIVE SOVEREIGN IMMUNITY BY ITS
EXECUTION OF OR BY ANY CONDUCT OF ITS REPRESENTATIVES UNDER nus AGREEMENT.

11.13. Contract Cla!JU Reso!gtjgg. Under Armour shall use Texas Government Code, Chapter 2260's dispute resolution
process to attempt to resolve any claim for breach of contract arising under this Agreement that is not resolwd in the
ordinary course of business. Chapter 2260 requires Under Armour to initiate the process by providing written notice
of a claim and negotiating with the University, conditions precedent to the contested case process. Governed by
rules adopted by the Texas Attorney General's Office. the contested case process is Under Armour's sole and
exclusive method to seek a remedy for breach, llDiu§, after considering the Administrative Law Judge's report, the
Legislature gives consent for Under Armour to sue under Chapter 107 of the Civil Practices and Remedies Code.

 ---

An event or claim for brQCb of wnll'ld is llOt pouods for Under Arma.r to ...,.cl perfarmace under dais
AgreemeaL
IN WITNESS WHEREOF, cadl party acknowledges that

1

duly authorized lqJnlSCldativc of 1uch party has executed tlU
lhe lllnm ad

AIJeement as of the dilte set forth below, ud 1eknowledges dult such party bas read, understands and agrees to
conditiom of Ibis Agecnieot.
UNDER ARMOVR. INC.

Mmae:
Tide:

c;=:,

~~
K.e v ~"' Y\ \<..
Ci-v'\

C fS Q

~ 12/;L3 /vd

TEXAS TECH UNIVERSDY

No1111e: Noel Sloan

TitJo: Vice President for Administration &

tkF?f
°* ~Janee
l --z '

By:~~
Name: Kirby Hocutt

-

-·· .

--·-·-

 Exhibit A
Sponsorship and Official Outfitter Agreement
UNDER AftMOUR MARKS

For the Term, University may use the following trademarks in accordance with this Agreement
I.

The UNDER ARMOUR• word mark.

2.

The following DESIGN ONLY mark:

3.

The U/A UNDER ARMOUR (and Design) mark set fmfl be-low:

H

 EsbibitB
Sponsorship and Official Outfitter Agreement
VNWERSITY MARKS
For the Term, Under Armour may use the following trademarks in accordance with this Agreement.
(Atucbed]

 E11dbftC

Sponsonhlp and Official °"'fliter Ag7V•ment
PERFOBMANCE BONUS PA,XMINIS

FotiblD

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CoDege Football Championship Bonus - Under Armour wiH make a payment ofSS00,000 to the University if the football team
wins a national championship game.
Bowl Game Appearance Bonus - Under Armour will make a payment ofSIOOJ)OO to the University if the foolball team plays in a
Bowl Game other than the College Football Championship (i.e., Orange Bowl, Sugar Bowl, fiesta Bowl. Cotton Bowl, Rose
Bowl, Chick-Fil-A Bowl) (..Bowl Game").
Post-season Game Appearance - Under Armour will make a payment of $10,000 to the Univenity if the football ~
participates in a post-season game other than a Bowl Game.
Conference Champion Bonus - Under Amour will make a payment of Sl!,000 1o lbe University of the football team is the
Conference Champion.
National Coach of the Ycar Bonus - Under Armour will make a payment ofSI0,000 to the Univenity for if the Head Coach of the
footbefl team is named Head Football Coach oftbe Year.

Mtg'• lluketlwll
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National Championship Bonus - Under Armour will make a payment ofS!OO,too to the University if the men's baskcd>alf ficam
wins the NCAA National Cha!q>iooship Tournament
Conference Champion Bonus - Under Armour will make a payment of $25,llO to the University ifthe men's bastt!fball team is
the Conference Champion.
NCAA Tournament Appearance Bonus - Under Armour will make a payment of$10.(llO to the University if the men's basketball
team makes an NCAA To1UDament game appearance other than in the national championship game.
National Coach of the Year - Under Armour will make a payment of 525,000 to die University if the Head Coach of the men's
basketball team in n1JI1ed the Coach of the Year.

Womeg's lukdball
• National Championship Bonus - Under Armour will make a payment of $250,000 to the University if the women's basketball
team wins the NCAA National Championship Tournament
• Conference Champion Bonus- Under Armour will make a payment ofSIS,000 to the University iftbe women's basketball team is
Conference Champion.
• NCAA Tournament Appearmcc Bonus - Under Armour will make a paymatt of 55,000 to the University if the women's
basketball team makes an NCAA Tournament game appearance odler than in the national championship game.
• National Coach ofthe Year- Under Armour wm make a payment ofSl5,,GOI to the University if the Head Coach of the women's
basketball team in n11DCd the Coach of the Year.

Men'• Btyeball
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World Series Appearance - Under Armour will make a payment of Slt,000 to the University If the men's baseball team
puticipatea in the College World Series.
World Series Clwnpion - Under Armour will make a payment of 525.000 to the University if the men's baseball team wins the
College World Series.

All <>tber Iams

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NCAA National Championship Bonus - Under Armour will make a payment ofSI0,000 to the University ifa Team other than the
football or bulcetbalt teams win the NCAA National Cb.ampionsbip Tournament.
Conference Champion Bonus - Under Annour will make a payment of $2,SOO to the Univenity if any Team other than the
football or basketball teams is 1he Conference Champion.

  

Exhig? 
Spamomhtp and Q?icial Oug?ia?er Agreement

TRAD RULES
[Attached]

E:w:bibitE
Sponsorship and Offwial Ou(fiaer Agreement

SHIPPING CQSTS
Effective JanU8J}' 1, 2014, all product allotment orde.rs with express shipping methods will be assessed an increased fteight charge to
be deducted from the total product allotment amounL The freight deduction will be 1 percmtage of the order subtotal and wUl be

structured accordingly:
FedEx Ground Shipments - S%
FedEx 3-Day Shipments- 10%
FedEx 2-Day Shipments - 15%

FedEx Overnight Shipments - 2So/v
FedEx Overnight Priority Shipments - 35%
FedEx Saturday Delivery Shipments - 35%