This Agreement (?Agreement?). dated as of July 1, 20M. is hereby entered into bemoan edldes America, Inc. Cedldes'). an Oregon corporation with its principal place of business at 6055 N. Greeley Avenue. Portland. Oregon 97217. and University of Louisville Athletic Association, Inc. ("University"). WHEREAS. the University operates an inbrooliegbte athletics program Involving several sports. WHEREAS. adidas wishes to supply adldas Products. as d??ned below, in the University?s dinette progrema; acquire the designation for cerwn adldee Products as the official oategodes;toseomethe services of University?s Athletic Program sun to endorse and promote adidss' products; and to acquire certain endorsement rights from University. WHEREAS. University whites to grant such rights. authorize such services. and accept such barrefib. NW, THEREFORE. in consideration of the. premises and representation made herein. the peruse agree as follows: 1- seam Thetennebelowarede?nedasfotlm: A. ?adides' means adldm. its Af?liates (defined below). and any successor company. 8. ?edldes Products? means all Produde in connection with which. or upon wider. the edition Trademarks (defined below) appear. 0. ?adidas T?redemaria" means any name. logo. symbol. trademark or eervlm mutt. or brand licensed. owned or controlled (at any time) by sdldas. including but not limited to the adldas was, Tiefoil. mark. Sport HerlMe logo. Sport Performance logo, and Sport Style Logo. D. ?mm? means enycorporation. partnership, company orany other entity tirlsAgreement E. ?Athletic Program Stail? means any and all individuals employed by or directed to act on behalf of the University Athletic Programs (defined herein). Included but not limited to staff. coaches. trainers. and strength and conditioning employees. .- AGREEMENT V's- F. 'Authentic Competition Apparel? shall mean an on-tield. on-court. sideline. courtsida. competition or practice apparel that is worn or used by Athletic Program sen. Coaches or Teams (and any replica(s) thereof). including but not limited to unifonns. courtside jackets and sweaters. game-day wane-ups. basketball shooting shirts. football player capes. headwear (including wool and titted caps). windsuita. rainsuiis. and sideline or courtside pants. shorts or shirts. G. ?Coach(es)" means the individual(s) employed by the University during the Contract Term to act as head coach or assith coach of each University Athletic Program (defined herein). H. ?Coach Endorsement" means the name. nickname. initials. autographs. voice. facsimile signature. photograph. likeness. character. image or facsimile image. video and film portrayals of Coach. and other similar means of endorsement which are considered standard in the sports marketing industry. . I. "Contract Territory? means the entire world. J. ?Contract Year? means any twelve-month period from July 1 to June 30 during the Contract Term. "Competitor means any person. entity or organisation who or which. now or in the ?rture. manufactures. markets. licenses. produces andlor distributes or services vethin the same or sirnllar product categories as any Products. including but not limited to Nike. Converse. Hurley. Under Armour. Puma. Reebok. and New Balance. and any af?iiata(s) or subsidiary?es) of such party). L. ?Licensed Produds" means all Products that bear the Marks (de?ned herein). M. ?Marirs' means and Includes all ham. log. trademarks. andlor symbols owned by or proprietary to Unwersity. as designated in Exhibit A. N. ?Net Sales" shall consist of the sum of wholesale and retail sales. whereas wholesale shall mean gross revenu from all sales of Products by adidas Group companl to third party customers (excl. sales of adidas own retail stores) reduced only by excise or indirect taxes VAT and turnover taxes). returns as credited to third party customers. usual cash. trade and sales discounts and allowances. insurance cover and freight out if lnvoiced separately. The retail sales of the Produds will be isolated based on the reta? quantities of Products sold in adldas own retail stores times the average wholesale price over all Products sold via wholesale distribution channels during the respective reporting period. (ii) The calculation of retail sales of Products based on the average wholesale price will apply as soon the technical system environment at adidas provides the information of units sold per article 2 - ENDORSEMENT ISPONSORSHIP AGREEMENT vie adldas own retail stores. Until then. ?Net Sales? shall mean gross revenues from all sales of Products (sold via wholesale and retell distribution channels) by adidas Group companies tothird partycustomers'leduced only by excise orindireot taxes VAT and tumover taxes). returns as credited to third party customers. usual cash. trade and sales discounts and allowances. insurance cover and freight out if invoiced separately. 0. ?Products? means all apparel. fochrrear and accessories of an athletic. athielsure and casual nature. Including but not limited to Authentic Competition Apparel. Performance Apparel, all sports equipment adldas cunently produ or licensee including. but not limited in. protective eyewear. sunglasses. eyewear with performance attributes. watches and In?ahbledballs. and. subject to Section 6.H. all other sports equipment that does not currently produce or license but that may be added to its Product lines at any time during the Centred Term (?Additional Equipment"). P. -?Perfonnance Apparel? means all apparel with unlque conmresslon. Milt or padded apparel) andlor fabrications moisture that assists the wearer owing wear use. G. personnel ofeach University Athletic Program (de?ned her-arr). R. ?University Athletic Programs)? nreens and includes the following the University: Basketball. Football. . Golf. Soccer. Tennis. Cross County. Track. Softball. Volleyball. Field Hockey. Lacrosse. Rowing. CheerleadlngIDance and all other NCAA sponsored sports. and any other sports University may acid. 8. ?University Endorsement? means ?University of Louisville? "Louisville cardinals? and all other names. logos. trademarks. depldlons. andlor symbols eesodatedwiththe in marketing. cover-thing. or sale ofadldaa Pmduds. 2. M. This Agreement shall rarnaln in full force and client from July 1. 2014 until June so. 2018 mlees sooner tennirtated in accordance with the terms and conditions of thisAgreement?he 'GontrectTam"). ThlsAgleementshall be irrterpretsd in iisenlirety a series atone-year agreements. Upon mutual agreementofthe parties. the Contract Term may be attended by one Contract Year the Contact Tenn may be extended to June 30. 2019), so as such extension is agreed to in writing by July 1. 201B. 3- We} 3 -- AGREEHEHT fr A. Subject to the provisions of subsection 3.3. 3.0 and 6.0 below and University's ful?llment of its obligations hereunder. adidas shall pay to the Unlver?ty annual Base Compensation hi the amount designated below. Each Contract Year's Base Compensation shall be payable in equal semi-annual payments on August 15 and Febnrary 15 of each Contract Year. mm mm 201412015 3 201512016 1.525.000 2015/2017 amour ant-rims 1,585,000 cataracts camper-e Only applicable if the some Term ls extended under Section 2. The annual Base Compensation tor each Contract Year includes any amounts Anyemount ofBase Compensation paid byadidasto any University Coachshali relieve edldas of such corresponding obligation to under this Agreement. B. Footbalioerketbail theBasecompensa?on due hereunderforanyperlod ciprobaiion. c. if. for any reason. University is no longer a member of a see (or its successor) conference. then adides shall haveth righttoequitabiy reduce the Base Compensation paid to University under this Agreement based on the loss of contractile a result of such loss of membership. 4. A. adidas sna? pay University bonus amounts set forth on Eidribit in any Connect Year if University achieves any such during such Contract Year and exclusively wears andlor uses adldes Products during such achievement. Any bonus amount paid by adldas to any University Coach shall relieve adidas of such corresponding obligation to University under this Agreement. B. adldas shall make the following annual activation investments. either directly to mutua?y agreed upon vendors on behalf of University endlor payments directly to University via project invoicing. in the amount designated below. Such funds shall be used for mutually agreed upon activations internship program). 4 - ENDORSEMENTISPONSORSHIP AGREEMENT swoon 2015mm $455,000 201mm ?15.00:: swims genome 201mm smear? Only applicable Ifthe contract Term ls extended under Socllon 2. Anyeellvetlon re?eveedldesofsum 5mm A. umm Programs for learn allotments. oemps'end ollnloe, end smeoeehes minim mm mm 201412015 0 Lessons - 201512016 $2,275,000 201512017 0 2,420,000 - ammo $2,615,030 mam" gamma. Only applicable If the tontrecl Term ls attended under Boollon I. edldesegreesthel upto One Hundred Thousand Dollars ($100,000) worth of alleles Products (at edldes standard wholesale prices) from one Contact Year to the next subsequent Centred Year only: provided. ham, that not carry forward any adld Produole from the last Contract Year of the arm. University agrees that all other adldes Products shall continue to be purchased from edldes at wholesale east minus 10%. 5 .- AGREEMENT annua- During each Contract Year. adldae agrees to supply the felbwing adidas Products to specific University Teams. at no com (the ?Speci?c Product Allotment?); Spawn Product Allotment (if any) for product Initiatives. post-season bani. March MadnesqorGWSunlformelehoe. Any amount efadidas Products provided by adidas to any University Coach shall relieve adldas of sum corresponding obligation to Untimely under this Agreement University notmelanmedUctssuppiiadtc edldas. other than an annual commemorative merchandise auction or the equipment mom?s annual liquidation sale. B. edides agrees out all Products emptied hereunder for use by University AthleticProgramewl regulations 12.5.4 cfthethen and trademarte. Notwithstanding the foregoing. if any governing body that has Jurisdiction cw University, including the NCAA or governing athletic conference of whim University is a member. enacts. repteces or amends any regulations. rules or restrictions applicable to nremfamurel?s logos or trademarla (including but not limited to NCAA Regulation 12.6.4) and adidas' logo or trademark display rights are adversely diminm. restricted or limited by such regulation. rule or restriction. than adidas shall hsve?re Compensation paid to University underihls Agreement based on the extent of uch dimlnidsnerrt. restrimcn or or 12. A. University shall make available to each Team the Products supplied by adldas. and shall require that each Team wear andior use exclusively such adidas Produce whenever participating in Team activities, including practi. games, clinics. and other University functime for which University ordinarily and usually supplies Products to the Teams. At all such fundlons. University shall prohibit the Team - ENDORSEMENTISPONBORBHIP AGREEMENT members from wearing Products rnanulaclured by companies other than adldas. or any such Products Mild! have been albred to resemble acildas Products. University acimuwiedges that University's obligation that each Team exclusively wear andlor use adldas Products. as identi?ed adldas that Teams may be required to wear Competitor headwear and t- shirm during NCAA or conference championshm locker room Iebration moments (?Celebration Products?) and such wearing Celebration Products shall not be a breach B. University acknowledges that ?spotting.? taping. or otherwise covering any portions of any adidae logo or trademark an? athletic {convent supplied by adidas (ilecllveiy. ?Spotting? is inconsistentva the prop and tents ofthis medically presumed ma adldas has been so adviged. c. adlclas agrees to work with any Team member warehousing problems in lntheev?ntanyTeammember adidasshoesdueloabcna- problem. shoes. monsters with suitable adidas chose. it may be medically necessary in certain remainmcompetition. Maul thisSectlone. ?retermof?risAgreement. lflnaocordanoawiththeforegoing Universiiyisunablecr option to Mediater terminate this Agreement or. if such spelling concerns Team members of the football. basketball (men's or women?s). or baseball Team. reduce the Base Compensation due hereunderas follows: 96 Reducth Amount articles shall ?rst provide University with a written warning concemlng Spotting (provided that if such Spelling occurs during a bowl. tournament or other post- season game. then a warning is not - EHDORSEMENTISPONSORSHIP AGREENT "co?0.1 nou- required hereunder and adidas may exercise any of its rights as contained sum Second Occurrence ofSpai?nu? 10% of annual Base Compenee?on for Garment Year In which such Spaian occurred. Third occurrence cfSpa?inn' 15% of annual Base Compensation for . Contact Year in winch such maimed. ?ndede 25% of annual Base Compensation for Centres! Year in which such Spatting applied cverihe Contract Tenn reduciicnemountshaii 32M D. coach cssiaffhr advi?ea Where aihia?s er athiehure attire is including but Wanamandpcaingi?crphabsraphe. Pmdum Univeraiwacimmiedaes en E. University agrees that it shall not permit iha trade name. tradmnark. logo. or any other iden??ca?on of any person. company. or business entity diner than adidas. the University. or. subjem in added reasonable right approval. any recognized yawning aihiaic conference of which University In a member. to appear on adidas Pmduw wem or used by Coaches, Staff or Team members. University agrees that in no event shall the trade name. trademark. Me. or other identi?ceiicn of any manufacturer or seller of Products other than adidas be to appear on any such s?rias Products. - ENDORSEHENTISPONSORBHIP F. University Parana that at any sporis camp or clinic it crmducta or sponsors under the direction and supervision of any Coach. It will not sponsor. coeponsor. or endorse Produce manufactured or sold by any Competitor. 6. To the extent permitted by Kentucky Law. adidas shall not be liable to University for any injury or damage suffered from wearing or using adidas Products. accept injury or damage resulting from adtdae' negligent or willful acts. H. University agrees that Exhibit 0 provides emcee with a listing of all Addi?onal Equipment that artist as of July 1. 2014 (each an ?Erdeting Agreement?). agreementvrith Foo?oyforcertain men's golf Products. and InciudesuchAddltional agreement for Additional Producm or woman's golf Produm with any third party otter July?mttr?lt. intent a: produce or license such Additional Equipment. men provided the University Additional Equipment shall be included in thisAgreemeni. 7- A. University grantstoadidas therightand license duringthe Come to use the University Endorsement within the Contact Territory in connection with the advertisement. promotion. and Products. Ermaptasotherwiseprovided herein. Unlveretty shall retain all rights in and to University's name and moorsernent. B. adidaa shall have the exclusive right tl'awgi'rom the Contract Term to advertise, promotethefactthatltisthe exclusive supplier to University of the designated Products. including by or referring a: its Products as the 'ofticiat [designated Productisn of University of Louisville? orsim?ar representa?ons. C. University, on behalf of the Coach of each University Athletic Program. grants to adidae the emiushre right and license during the Contract Term and within the Contract Territory to use the Coach Endorsement in connection with the advertisemant. promotion and sale of Products. Each Coach shall retain all other rights in and to his or her name and endowment, and neither University nor any Coach shall be prevented 9 - ENDORSEHENTISPONSORSHIP AREEMENT from using, permitting, or licensing others to use his or her name or endorsement in connection with the advertisement. promotion. or sale of any product or service other than Products. D. Any use by adldas of are University Endorsement or the Coach Endorsement must be approved in advance by University. which approval shall not be unreasonably Mthheid. - 8-W A. ifrequestedtodosobyadides. University Adriatic Program available for up to turn Q) appearances per Contract Year (erupt that University shall make the Coach of the men?s basketball University Adriatic Pmam availale for up to three (3) appearances per Contract Year) in connection with Products. Suchappearanceernay Include. but are not iirnited to. appearances at clinim. celebrity events. and other public appeaancee. Emept as provided below. nel?rer University nor the Coach shall receive itbeing understood andagreedtobythe parties that the consideration for said appearances is encompassed by the compensation provided for in Section 3 above. B. For each appearance described in subsection 8A. above: 1. adldea agrees to pay all reasonable out-of?poclret expenses in 2. days noticeofthe a. adldas strait not schedule any appearance at a time which would conflict with the Coach's performance of his or her obmtions as a college coach: and 4. No single appearance shall errceed evenly?tour (24) hours in duration. crrniusive of travel time. unless agreed upon to the contrary in advance. 9. ca note. A. University shall enter into or shall cause its licensing agenda) to enter into and maintain in full force and eflect during the Term. a retail lioense(s) granting adldae: the errclushre right throughout the Contract Territory to manufacture and sail Authentic Competition Apparel that features the University Endorsement through any channel of retail dielribution; the non-exclusive right to manufacture and sell throughout the Contract Territory Products (other than Authentic Competition Apparel) that feature the University Endorsement through any channel of retail distribution; and the exclusive right throughout the Contract Territory (except for Louisville 10 - ENDORSEMENT ISPONSORBHIP AGREEMENT Bradeby'e to manqu and sell ?re three (3) models of dose- baolr headwear worn on-fleld by University's men?s baseball Team (whe?rer ?tted or flex ?int: menufedure and-sell oloeebaok heedweer (whether ?tted or flex that features the University Endomemmt through any retell looatlon or distribution channel (Including but not ?mlted to any brlolr and mortar shop. catalogs, the Inbmet or Unlverelly?e booketore(e)) owned or controlled by the Unlverelty. Unlverelty further agrees that: fourteen peroent of Net Sales; 0 adldae Products ehal be the exdualve Audren?o Competition Apparel. Perfonnenoe rel and close-bank headweer Mre?rer ?lled or ?ex fit) (emept for Louisville Bredeby's right to manufacture and sell the three (3) models of close-beak heedwear worn on-?eld by man?ehaeeball Team anyreta? location ordlelrlbutlon channel morteralrope. catalogs or the Met) owned or controlled by are Unlveretly'e athlello department; (ill) University shall ensure that the Unlveratva booms) will purchase on an on-golng haste a won (butnon-de portion oflte lnvento oft-chute. ?eemand Whom adldae; (MthetneltherUnlverelty norlh Huerta agenue) develop. mket. Mute. lloenee oreell lloerreed Endoreement; agent(e)le(ae oftlreelleotlvedate Oompe?tortomanufaoture, develop. market, distribute, harm or eell lloeneed products that feature the Unluerdty Endorsement. Wow!) noroyaltyeha?hepam on Produeteprov?ed byedldae under?rle neither Unlverelty nortte [loam agerrKe) shall lloenee party tornanuleotureoreell Produotethatereeportepeol?e Produete ortlrat adldae Products: and (um) edldae will be reooanleed end oleeslfled es Unlvere?y?e provider for all Products for Unherelty A?rletlo Programs epedal event Madness). edldae aolmowledgee that Celebration Products may be manufactured and sold by a Competitor pursuant to an NGAA Celebration Produce lloenelng program and enroll manufacturing and sales of Celebration Products shall not be a breach of this Agreement. Each Contract Year. edld agrees to pay Unlverelty a guarantBed minimum royalty tn the amount aet oppoelm each such Contract Year: 2014/2010 3235.000 201512010 $245,000 201612017 $255,000 201712018 $265,000 201312019 275,000" ?l 1 -- AGREEMENT om Oeu? u?u p? Only applicable if the Contract Term is extended under Section 2. The royalty owed by adidas to University pursuant to'this Section 9A. shall be applied against the above guaranteed minlrnum royalty amounts. B. adidaa and the Unlverauy agree that the sale of products. except those directly supplied to the University under this Agreement, shall be subject to iioansure by the University and royalty payments by adldae. 0. University acknowledges and agrees that edidas shall not be required to make royalty payments or donations on Licensed Products supplied directly to University under the terms of this Agreement. D. Throughout the Contract Term, adidae stall remain current licenses in good standing of the as administered by University?s Office of Trademark Licensing or its-design?. Nonvitheianding the foregoing. University retains all license rights not granted herein. E. For the sake of clarity. if there is any con?ict between the terms and conditions of this Agreement and any agreement between edldas (or its Af?liates) and University's licensing agentis), than University aciorowiedgee. and agrees to instruct its licensing agenda). that the terms of this Agreement shall control. 10. a . um; a; University shall not. during the Contract Term and tore pa oftwo )years {attaining the tenninetlon or emiratlon otthis Agreement, disparage the adidae brand name, adldas Products. or adiriae. This paragraph shall survive the termination or expiration of this Agreement. 11. in rim; 11-: u. Hiram-l. . University shall fulfill the additional promotional obligatlom set forth in Exhibit D, attadred hereto and incorporated by reference. 12W A. adldas shall have the right to tanninate this Agreement Immediately upon written notloeto University lnthe eventthet: 1. Members of any Team fell to wear or use adldes Products as required herein. or wear adldas Products altared. spotted. or taped In violation of the provisions of Section ti hereof. provided. hmr, that adidas shall have first issued written notice to University of any such violation of the provisions of Section B. which violation shall then recur during the same Contract Year: 12 - AGREEMENT 2. Any Coach fails to perform any material obligations provided for in this Agreement and University fails to cause such Coach to cure such breach (it curable) within ten (10) days of University?s receipt of written notice from adidas; 3. The NCAA. or any other governing body of intercollegiate sports. any Team members from wearing adidas athletic footwear displaying the adidas name or any adidas trademark or logo; - 4. Any coach or Team is suspended or otherwise subjemd to major disciplinary action by the or 5. University or the Football or either Basketball coach attracts publicity which in the good faith and reasonable judgment of adidas based on objective facts has an adverse effect upon the status or reputation of UniversityICoaoh. the value of University to adidas. or adidas. c. The University shall have tire right to terminate this Agreement Immediately upon written notice toadidas in the eventthat: 1. adidas is adjudicated InsoIVent or declares bankruptcy; or 2. adidas breaches any material terms of this Agree-neat and falls to cure such breach within forty-live (45) days of writtan notice from University; or 3. adidsefailstomairspaymenttothe dueto this Agreement within sixty (60) days {allowing adidas' receipt of such written notice from the University that such payment is due. - D. in the event of any termination by adidas pursuant to this Section 12. University shall not be entitled to any twitter compensation hereunder. surcept any unpaid Bass Compensation (as redued by any amounts paid or payable to any University Coach pursuant to an adidas personal services agreement which relieved adidas ofsuch obligation to Univorsity under this Agreement as provided herein) eamed prior to the effective dam of tenninalion. pro-rated and calculated to the e??ective date of lamination. Aitematively. adidas shall have the right to receive from University reimbursement for Base Compensation, if any and as reduced by any amounts paid or payable to any University Coach pursuant to an adidas personal services agreement which relieved adidas of sum corresponding obligation to University under this Agreement as provided herein. paid in excess of the amount to which University would be entitled if the Bass Compensation were pro-rated over the Contract Year. calculated to the effective date of tennination. Any such payment shall be due within thirty (30) days of the date of termination. 13. Maytag-11W University acknowledges that the endorsement nd promotional services provided to adidas under this Agreement are special and unique and that loss of such services may cause irreparable harm to adidas. 13 - ENDORSEMENTISPONSORSHIP AGREEMENT Accordingly. University shall not delegate the obligations of this Agreement. Neither party may assign this Agreement without the express writterr approval of the other party; provided. however. that adidas may assign its rights under this_Agreement to any amputation. partnership or other entity or person which controls. is controlled by. or is under common control with adidas. 14. 9.9mm University ecimowiedges that the mutants of this Agreement contain certain confidential matters. incluth proprietary and commercial hrtonnation belong to adidas. Other than regular open records requests cornpiiance. University shall not disclose the terms of this Agreement to any third party without adidas' prior written consent. unless University is required by law to do so. Notwith?nding the foregokrg. University may disclose the terms hereof to its professional. financial and similar advisers provided that such other persons or firms are bound by agreement or law not to further disdcse such infonnation to any third party. 15. The parties agree that any dispute concerning the hriarpretaiicn. construction. or breach of this Agreement shall be submitted to a mediator agreed upon by the parties for nonbindirg confidential mediation at a muhreiiy agreeable location. Unless otherwise required by law. neither party shall disclose any aspeotofthedisputsorthe it ob?ga?onsoithepartleeshall Commonwealth of Kentucky. 16. r; E. in: ill: r, 9 party's psrfonnance of BBIVIBBS hereon or is in its capacity as an independent 00m. Accordingly. nothing contained in this Agreement shall be construed as establishing an amp lempioyee. partnership oriolntventure relationship Unhrersiiyand adidas. be solely responsible for the payment of all taxes on any compensation received under this Agrearreni. Provided. however. the University shall only be responsble for taxes imposed directly upon it. 17. m. Fa?ure of either party to enfome any provision of this Agreemant shall notbe construed to he awaiverotsuch provision orotherwise Emitthe parties rightto subsequently enforce such provision. 18. L: (If :1 L: one hil?dl'ea days (180 days before the [twinning of the last Contract Year. University sha? periodically the renewal Period"). Said First Dealing Period strait extend for a period of ninety (90) days. The parties shall not beob?gated mutually satisfactory terms durim the First Dea?ng Period. University shall not (nor shall Univarsity University's agents. attorneys. accountant. representatives or employees to) engage In discussions or negotiations with any third party regarding 14 - ENDORSEMENT AGREEMENT University?s wearing. sponsoring. promoting. advertising or or providing consulting or similar servhes with respect to. any Products after the Contract Term at any time during the Contract Term until the conclusion of the First Dealing Period. Following the conclusion of the First Dealing Period and continuing through June 30, 2018 (or June 30. 2019. if the Contract Tenn is extended under Section 2). University opportunitytoenterintoen University for such rights on the terms and conditions proposed by such Competitor that are material. measurable and matchebie terms and conditions ("I'hlrd Party Tenns"). University shall provide adldas in writing (on third party letterhead. unaltered and FarlyTennsitrecelves. edidesshell days from its rsceiptofsuoh Third PerlyTerms. if adldm matchesorbetters such Third PartyTenns. dren new agreement W?h adldas on such Thirty Party Tenns. the better terms and other standard edidasterme and conditions. ifadidasiaibte match orbettersuch Third PerlyTerms, shall enter lntoan agreementwith such third pertyon theThird Party Terms that failed to matrh or better. 19. Noam. shalt be given in uniting by overnight delivery (9-9.. Fed E: or UPS) and shall be deemedmenuponrecelpt. iheotherpartyesprovldedhsrein. To University: University of Louisville Athletics 21ml 3. Floyd St, Suite 5301 Louisville. ?40:92 Min: Athletic Director to edidae: edldes America. inc. Portland. OR 97217 Attn: Legal Department Fax No.: (971) W420 20. - n. g; This Agreement constitutes theentlreund retandhg between and cannot be amended ormodifledexceptbyen agreement in writing. Bhned byan authorized representative of each of the parties. All previous understandings or agreements behyem the parties shall have no further force and m?iect. This Agreement issolelyforthebene?tofthe parties hereteand is notintended to(end does not) confer upon any person or entity other than the parties hereto any rights or remedies hereunder or otherwise. This Agreement may be modified. amended. or waived only by a agreement signed by an authorized representative of each of the parties. 15 -- ENDORSEMENTISPONSORSHIP AGREEMENT 21. may. ifanyterrnor orinva?dity shdi note?ectthevalidity of the reminder of this Agreement orany other provision. 22. 19mm Any liability of the University to indemnify adldas shall be in accordance with Kentucky Revised Statutes ms 44.070 to 44.160 (Board of Claims Ash and KRS W45 through 45A.275 (Control Claims Act). adidae shall defend. indemnify and hold harmless the University. its trustees. o?icers. employees and agents from and against all losses and expenses (including reasonable oostoia?ornsy'sfem) by iawuponedidastordamages hearse of bodily injury. including death, personal injury. including data loss at any ?rm resulting there from. sustained by any person or persons including adides' employees. or on account of damage to property. including loss of use thereof. arising out of or in oonsequen .of ?re negligent or intentional action or omission. or willful misconduct of sdidas. provided however. that nothing contained herein shall require ad?as to indemnify the University for such injuries to persons or damage to property arisingoutot. omissionorwl??ri misconduct of the University. its of?cers, employees and agents. 23 Firms are required to disclose any potential con?ict of . Elm interest. relationship in writing. Definition ofReiatw Person: Related person he employee means a spouseordependent child ofsuch employee. The tarrn extends to other individuals sharing the same household as well as skiing. parents and non-dependent children (including step and in-lavr variations of those in was? where the University employee has actual knowledge 49m 32nartcm iIIrIt . i. lN WITNESS WHEREOF. the undersigned authorized representatives of the partieshavedulyexeouted thisAgreementas ofthe edldas: University of Louisville Athl Association, . WW . Chris orn Jurioh. Director of Sports Marketing Vice PreeldentIAthietics Director Paul Ehrlich. General Counsel 16 - ENDORSEMENT AGREEMENT Exhle A UNWERQITY . .. ..Iidle- - H4..- 17 - ENDORSEMENTISPONSORSHIP AGREEMENT Exhibit INGEHTWE COMPENSAHON ammPlan: Football Wamwmohomavaar Boum 5101113?le NOM arm SW16 mommame AGOWWM - Moi-Acct:deon Bantam: an'a Bum A00 Regulator Mmamanl Gmfamnne Champions Mummdew Dunn ommam NWWFowumaglvanapm-t Wm ParApp?cahle Gmuplng (18.. only the hull?: menllva mam-amaan maadDama, Gulf (Man's. Woman's). "ream $10.00!! $7.609 $5,000 18 - ENDORSEMENTISPONSORSHIP AGREEMENT Exhibit STING AGREEMENTS Louisville Slugger I Hillel'loh Bradeby for 60 halo and three (3) models of close-back headWear 200 total worn on~fleld by University's men's baseball Team (whether fitted or flex fit): plue ?elding gloves. batting gloves. oatol?ng gear. helmets, and hat begs. STX Lacrosse equipment I 40 Custom Complete sticks with handle and SH pocket of choice - 36 Protective eyewear 0 5 Goalie allots Field gloves, Sets of goalie equipment (Set includes: GK gloves. cheat protector. ehln guards. throat protector and goalie pants). dozen yellow lacrosse balls (1 case). Women's coach?s clipboards. Shooting nets. airing kite,me - Rowing equipment - boat shoes, gear (through edldee). heart rate monitors. Oakley eyewear from student- athleie personal use suite - TYR company (regular season) University of Louisville Golf Club pro shop - various apparel ?u non-apparel 19 - amasEMENTIsbousonsmP AGREEHENT Exhle PROMOTIONAL OBLIGATIONS As the Muslve row. apparel and accessories product supplier of UNIVERSITY. (am UNIVERSITY Advertisements for edi?ce. Repmsenta?vee of UNIVERSITY and a will cooperate to produce earned copy to be published. displayed. or ermcunced as dammed berm at UNIVERSITY expense each WM 1) UNIVERSITY shall provide adldae with one full page of advar?elng space In the mammary advancement. eewo? a an approp?ably sized space In ?harm programsae available. a) unmeasm shall provide acme with one (1) so second annulment during games Inmeapcrreoffootball. men's bael?ra?. and wornen'e m. and baseball as the emlum provider of Products for the UNIVERSITY team. gameam University plays in. and cm paces es indium below: [Flour-am No. 11cm Football meme) 12 and 2 whim passes 1?3 Women's 4 (mg muons Baseball. if app?mbla locations) 'v"ocaybah" 4 [prime locations) Soccer: 5 All 4meechhomegameorevent Penman (brml) a - Maire Baslcelhall 6 AGO moment (tournament) 4 Round NCAA a awamansmne NCAA a Final Fo4ur Women's Beake?aall 4 each round of play (tournament) 4 OWE Baseball 4 each round of play Ewen!) 20 - ENDORSEMENTISPONSORSHIF AGREEMENT Volleybalthoumament) 4 each round of play I A hospitality event for football and basketball adidas Game?day ticket holders (which may include. for example, a welcome any catering to be at adidas' wanes. andlor tour of facilities). The opportunity to stage one (1) pie-game promotional event andlor contest around deshnated home games/competitions. Reasonable access to Intercollegiate Athletic Program activities, where approprhta. for the purpose of shooting game photos or game footage andlor conducting and taping post-game Intervtewa. (0 edition shall be permitted. upon its reasonable request. to use mutually agreed upon UNIVERSITY facilities in connection with mutually agreed community based programs and events held by adidas. in addition to the above. UNIVERSITY shall afford adidas advance notice and the opportunity to consider par?cipation in any and all additional appropriate admrtising opportunities. in any media, made available lay UNIVERSITY during the Term. with Inc'emental investments facilitated through UN multimedia partner. in) One prominently visible sigma available at each venue of a Team. including at the recently built Soccer Stadium. 21 ENDORSEMEHTISPONSORSHIP AGREEMENT October 30, 2014 University of Louisville Athletics 2100 S. Floyd St. Suite E301 Louisville. KY #02292 Attn: Athletic Director Dear University of Louisville. imwitingineennea?on?thmeE Agreement dated as of July 1. 2014 mtared Into between adidas America, inc. Cadldes') and University of Louisville Athie?c Association. inc. in addition to the terms and conditions of the Agreement. adidas grass that on January 15. 2015 it shall make a one?time payment to University in the amount of eightHive thousand dollars ($85,000) to subsidize University lntemship programs. A breach by either party of their obligations pursuant to this letter agreement be deemed a breach by that party of the Agreement Chris ?oGuire Director. adidas Sports Mediating UNDERSTODD AND AGREED: