RETAIL PRODUCT LICENSE AGREEMENT

THIS RETAIL PRODUCT LICENSE AGREEMENT (this ?Agreement?), dated as of October 9,
2017 (the ?Effective Date?), is an Agreement between NIKE USA, Inc, a corporation organized under the
laws of the state of Oregon, having its principal place of business at One Bowerman Drive, Beaverton,
Oregon 97005-6453 or ?Licensee?) including its business divisions, Brand Jordan and NIKE
Golf), IMG College Licensing LLC, a Georgia limited liability company, having its principal place of
business at 1075 Peachtree Street Suite 3300, Atlanta, Georgia 30309 as agent on! behalf of
the University of Washington (the Collegiate Institution).

WHEREAS, the Collegiate Institution is the exclusive owner of its Licensed Marks (as de?ned
- below); and

WHEREAS, the Collegiate Institution has authorized IMGCL as its agent to administer the
Collegiate Institution?s trademark licensing program on the Collegiate Institution?s behalf, which
authorization includes the authority to enter into this Agreement; and 

WHEREAS, Licensee and its business divisions, Brand Jordan and NIKE Golf, desire to use the
Licensed Marks and related designs in connection with the manufacture, marketing and sale of the Licensed
Articles in the Licensed Territory (as such terms are de?ned below); and

WHEREAS, the Collegiate Institution desires to grant Licensee a license for such use pursuant to
the terms and conditions of this Agreement.

NOW THEREFORE, for and in consideration of the mutual covenants and undertakings hereinafter
set forth and other good and valuable consideration, it is agreed as follows:

1. DEFINITIONS.

In addition to terms de?ned elsewhere in this Agreement, the following terms shall have the
following respective meanings:

1.1 ?Affiliate? means any corporation or other entity that directly or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control with Licensee. The term
?control? means the power to direct or cause the direction of the management and policies of a person
through the ownership of voting securities.

1.2 ?Distribution Channels? mean the channels of distribution described in Appendix D.

1.3 ?Exclusive Licensed Articles? mean any product listed on Appendix 0?2 which bears
Licensed Marks.

1.4 ?Licensed Articles? means, collectively, Exclusive Licensed Articles and Nonwexclusive
Licensed Articles. 

1.5 ?licensed Marks? means: the trademarks, service marks, trade dress, team names,

nicknames, abbreviations, city/state names (when such city/stare names are used in a context that makes
reference to the Collegiate Institution or is intended to create the impression that the Licensed Articles
hearing such city/state names are associated with the Collegiate Institution), color schemes (when such
color schemes are used in combination with other identi?able Collegiate Institution indicia and/or symbols),
uniform designs and styles, distinctive landmarks, mascots, seals, and other symbols or designs associated



The University of Washington? IMGCL NIKE Retail Product License Agreement

 

with'or referring to the Collegiate Institution including, without limitation, those marks listed on Appendix
any Collegiate Institution Slogans (as defined below), and and any new, additional or replacement
marks, symbols, designs or indicia as the Collegiate Institution may, from time to time, adopt or use.

1.6 ?Licensed Territogy? means the 50 United States of America, the District of Columbia,
Puerto Rico, United States territories and possessions, and United States military bases worldwide.

1. 7 ?Manufacturers? means Licensee contractor manufacturers and their subcontractors, that
produce or assemble Licensed Articles (including Licensed Article packaging that bears the Licensed
Indicia) ready for retail and/or public consumption.

1.8 ?Material Breach? means: any breach which causes or may cause substantial harm to
the Collegiate Institution or Licensee, as applicable, or will substantially deprive the Collegiate Institution
or Licensee, as applicable, of the bene?t it reasonably expected under this Agreement, an aggregate of
non?material breaches by the Collegiate Institution or Licensee, as applicable, where the cumulative effect
of such breaches satis?es the standards for materiality under subsection of this de?nition; and any
breach by either the Collegiate Institution or IMGCL of Section 22.

1.9 ?Net Sales? means the total gross wholesale invoiced selling price including the royalty
amount, less lawful quantity trade discounts actually allowed and taken as such by customers and shown
on the invoice, less any credits for returns actually made, less sales taxes, and less prepaid nanSportation
charges on Licensed Articles shipped by Licensee from its facilities to the purchaser. There shall be no
other deductions allowed including, without limitation, deductions for direct or indirect costs incurred in
the manufacturing, distributing, selling, importing or advertising (including cooperative and other
advertising and promotional allowances) of the Licensed Articles, nor shall any deductions be allowed for
non?collected or uncollectable accounts, commissions, cash or early payment discounts, or any other costs.
In the case of sales of Licensed Articles by Licensee to a Licensee Af?liate that is a retail seller to the
public, the sales price shall be the price regularly charged by Licensee to their respective bona ?de third
party wholesale customers for a sale of similar quantity of such Licensed Articles. ?Net Sales? shall be
computed by Licensee?s accounting system, guidance for which is established by generally accepted
accounting principles, and provided that it conforms to the de?nition herein.

1.10 Marks? means the well?known and famous NIKE name, the Swoosh Design,
the JUST DO IT tagline, the NIKE AIR Design, the Basketball Player Silhouette (?Jumprnan?) Design,
Sport Specialties, and any other trademarks, logos or brands now or hereafter owned and/or controlled
by NIKE, Inc. or Licensee.

1.12 tin-exclusive Licensed Articles? mean any product listed on Appendix (3-1 which bears
hicensed Marks;

1.13 ?Premiums? mean any Licensed Articles that Licensee sells or gives away for the purposes
of promoting, publicizing or increasing the sale of its own products or services, or promoting,
publicizing or increasing the sale of the products or services of. any third party. Premiums shall not include
Royalty Exempt Product or Licensed Articles described in the last sentence of Section 

1.14 ?Royalty Exempt Product" means Licensed Articles which: Licensee or its Af?liates
uses as samples for quality control, sourcing, premproduction, salesperson, product developer or similar
purposes; are ?comp? or ?promo? product sold to any Licensee Af?liate or given directly to third parties
for marketing and related purposes (but not for consumer or trade promotions), including, but not limited
to, product provided pursuant to product placement agreements, or product given to music, television,

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The University of Washington? IMGCL i NIKE Retail Product License Agreement

entertainment or sports personalities for marketing purposes; (0) product Licensee provides to the Collegiate
Institution or IMGCL as samples; Licensee provides to the Collegiate Institution pursuant to a
promotional, sponsorship, product supply, or similar agreement; or Licensee sells or provides to any
accounts or any customers listed on Appendix B-l as exempt with respect to the Collegiate Institution,
which list the Collegiate Institution may, from time to time, modify by at least 90 days prior written notice
to Licensee.

1.15 ?Royalty Perio means the 12?month period beginning on July 1 and ending on June 30
of the following calendar year and each 12?month period thereafter during the Term.

1.16 ?Collegiate Institution Slogans? mean any slogans, phrases or related marks created or
utilized by the Collegiate Institution and/or any of its athletic teams, events, venues or other athletic?related
activities or institutions.

2. GRANT OF LICENSE.
2.1 License.

(21) Subject to the terms of this Agreement, the Collegiate Institution, through its
authorized agent IMGCL, hereby grants Licensee a non-exclusive license to use its Licensed Marks in
connection with the manufacturing, importation, marketing (including but not limited to marketing using
social media), distribution and sale of the Nonsexclusive Licensed Articles in the Distribution Channels
within the Licensed Territory and, if applicable (ii) an exclusive license to use its Licensed Marks in
connection with the manufacturing, importation, marketing (including but not limited to marketing using
social media), distribution and sale of the Exclusive Licensed Articles in the Distribution Channels within
the Licensed Territory.

IMGCL and the Collegiate Institution retain the right to grant other licenses or
rights for use of the Licensed Marks in connection with the manufacturing, importation, marketing,
distribution and sale of Non?exclusive Licensed Articles. In addition, the Collegiate Institution retains the
right to use and license its Licensed Marks in connection with the manufacturing, importation, marketing,
distribution and sale of Non?exclusive Licensed Articles.

(0) Licensee may, from time to time, request the addition of other products to the
Non?exclusive Licensed Articles set forth in Appendix C-l for the Collegiate Institution or (ii) to the
Exclusive Licensed Articles set forth in Appendix 0-2. The Collegiate Institution shall not be required to
grant any such request but shall evaluate such request based upon royalties, service models, institutional
image and all other relevant factors that are appropriate for the requested additional products. If the
Collegiate Institution grants such request, the addition of such products shall be reflected in an amendment
to this Agreement.

In addition to the rights under Section, 2.1(c) and unless otherwise prohibited by
any contractual or legal obligation of the Collegiate Institution, if the Collegiate Institution wishes to grant
exclusive or send?exclusive license(s) for any other products, including but not limited to competition,
athletic, athletically inspired, athleisnre, and performance footwear, apparel and equipment, not included in
the Licensed Articles set forth in. Appendices C-I 02 (?Additional Product Rights?), the Collegiate
Institution shall give Licensee a reasonable opportunity to submit to the Collegiate Institution and/or
IMGCL a proposal for Licensee to receive a grant of such right(s). The foregoing shall also apply to any
?product category management? or other programs the Collegiate Institution and/or IMGCL may offer.

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The University of Washington? IMGCL NIKE Retail Product License Agreement

 

2.2 NIKE and Other Marks.

(21) Licensee may use the NIKE Marks in a manner determined by Licensee on the
Licensed Articles and in any marketing andfor packaging materials in connection therewith, subject to
approval as outlined in subsection 4.3 below. Notwithstanding anything to the contrary in this Agreement,
NIKE Marks may be featured on the exterior of Licensed Articles in a manner g. size and location)
consistent with past practices, (ii) the NIKE Marks shall be displayed in a visible manner (for example, on
the front plane of'a polo shirt), and retail products that are a direct replica of the on?field or on?court
products will be allowed to have identical placement of NIKE Marks (eg. size and location) as the on?
?eldlon-court items. 

The Collegiate Institution acknowledges that Licensee may also want to use any
sport?specific or other marks created by the National Collegiate Athletic Association post
season bowl games, the CFP Semininal and National Championship Game,?or any successor national
championship football game, or the marks of any athletic conference(s) which the Collegiate Institution is
a part of on the Licensed Articles and in any marketing and/or packaging materials in connection therewith.
However, in order for Licensee to use the marks of said entities, Licensee recognizes that it must separately
obtain a license to such sport?specific or other marks from the NCAA, conference(s), bowl(s) or CFP.

2.3 Third Party Manufacturers. The license granted under this Section 2 includes the right to
have third parties manufacture the Licensed Articles (including third parties located outside the Licensed
Territory or in countries where the Collegiate Institution has not registered its Licensed Marks). Licensee
shall be responsible for ensuring that the Licensed Articles are manufactured in accordance with the terms
of this Agreement and shall ensure that any third? party manufacturers utilized by Licensee to produce the
Licensed Articles produce the Licensed Articles only as and when directed by Licensee and do not
distribute, sell or supply the Licensed Articles to any person or entity other than Licensee.

2.4 Prenuums, Collegiate Institution Mailing Lists and NCAA Rules.

Licensee shall not use any of the Licensed Articles as Premiums unless Licensee
receives prior written authorization from the Collegiate Institution or shall Licensee provide
Licensed Articles as Premiums to any third party whom Licensee knows intends to use the Licensed Articles 
as Premiums.

Licensee is not permitted, without the Collegiate Institution?s prior written
minimization, to knowingly promote or market any Licensed Articles by means of a direct mailing or any
other direct solicitation to a list of alumni, students, parents, athletic centrihutors, faculty or staff, or other
similar groups maintained, compiled by, or generated by the Collegiate Institution. rl?he foregoing
restriction shall not apply to any product or other merchandise allotments or sales by Licensee or any of its
Af?liates to the Collegiate Institution?s athletic departments, programs, camps, coaches and/or staff.

Licensee recognizes and agrees that any person who has collegiate athletic
eligibility cannot have his or her name andlor facsimile utilized on any commercial product without the
express written permission of the Collegiate Institution and/or the NCAA. Therefore, in conducting
licensed activity under this Agreement, Licensee shall not encourage or participate in any activity that
utilizes the name and/or facsimile of such an athlete on any conunercial product without the express written
permission cf the Collegiate Institution and/or the NCAA.

2.5 Other Obligations of Licensee.
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The University of Washington? I NIKE Retail Product License Agreement

 

 Licensee shall not use the LiCensed Marks for any purpose other than as authorized
in this Agreement. In addition, Licensee shall advertise, distribute and sell Licensed Articles only in the
Distribution Channels, or to distributors for sale in the Distribution Channels. 

Licensee recognizes that marketing efforts for Licensed Articles are important to
the success of this program and Licensee, if requested, will reasonably assist IMGCL with such efforts by
its participation when, in Licensee?s judgment, such participation is consistent with Licensee?s marketing
plans and objectives related to Licensed Articles.

3. CONTINUATION OF MODIFICATION OF APPENDICES,

 

3.1 Continuation of Rights. The rights granted to Licensee under this Agreement shall
continue regardless of whether the Collegiate Institution ceases to use IMGCL as its agent. In such an
event, this Agreement shall remain in full force and effect and Licensee shall direct all royalty payments,
statements, and line art approval requests and samples directly to the Collegiate Institution or such new
agent or representative as the Collegiate Institution may designate.

3.2 Modi?cation of Appendices. IMGCL must provide prior written notice of any request by
the Collegiate Institution to modify the Appendices listed in the table below. Licensee shall have the
amount of time provided in the table below to implement changes and sell through Licensed Articles (if
applicable) with respect to the Collegiate Institution:

 

Appendix Royalty Rate for Non? Upon receipt of written notice from IMGCL, Licensee
exclusive Licensed Articles shall have ninety (90) days to implement any
modi?cations to Appendix A-l - Royalty Rate for Non?
exclusive Licensed Articles and such changes to royalty
rates shall be effective on the first day of the next
calendar quarter following the ninety (90) day
implementation period above. 

Appendix Licensed Marks Upon receipt of written notice from IMGCL, Licensee
shall have one hundred eighty (180) days to implement
any modi?cations to Appendix. Licensed Marks and
to sell through any non-conforming Licensed Articles.
Licensee may request additional time to sell through
nonconforming Licensed Articles in the event work in
process and seasonal market cycles do not adequately
allow Licensee to sell through Licensed Articles in
process or in inventory within the time provided above.
IMGCL shall not unreasonably delay or deny such a
request to extend such sell through time.

Appendix B?l, Exemption Policies; Upon receipt of written notice from IMGCL, Licensee
provided, however, that any such shall have ninety (90) days to implement any
modi?cation may not remove subsections modifications to Appendix Exemption i?olicies.
l.l4(a) through from Licensed Articles
that are exempt from royalties

Appendix C-l Non-exclusive Licensed Upon receipt of written notice from IMGCL, Licensee
Articles shall have one hundred eighty (180) days to implement
any modi?cations to Appendix 01 Nonesclusive
Licensed Articles and to sell through any non?
conforming Licensed Articles. Licensee

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The University of Washington? IMGCL I NIKE Retail Product License Agreement

 

 

 

may request additional time to sell through non-
conforming Non?exclusive Licensed Articles in the
event work in process and seasonal market cycles do not
adequately allow - Licensee to sell through non?
conforming NonwExclusive Licensed Articles in process
or in inventory within the time provided above. IMGCL
shall not unreasonably delay or deny-such a request to
extend such sell through time.

 

 

 

 

4. QUALITY. NOTICES. APPROVALS AND SAMPLES.

4.1 Product Quali? and Standards.

The quality and style of the Licensed Articles shall he at least as high as the
quality of similar goods pres?ently sold or distributed by the Licensee in the Licensed Territory and approved
by the Collegiate Institution, (ii) be suitable for their intended purpose, not cause harm when used with
ordinary care, and (iv) not infringe or violate the rights of any third party, provided, however, that Licensee
makes no representations or warranties of any kind with respect to any infringement or violation of the
rights of any third parties arising out of or related to the Licensed Marks as approved in accordance with
the requirements of this Agreement.

. Licensee shall use the Licensed Marks on all Licensed Articles, as well as labels,
containers, and packages for the Licensed Articles (?Packaging?) and in all print and online advertisements
promoting Licensed Articles (?Advertising Materials?) in accordance with the trademark guidelines set
forth in Section 7.2. Notwithstanding the foregoing, Licensee is not obligated to include the Licensed
Marks on Packaging.

Licensee shall comply with all applicable laws, regulations, standards and
procedures relating or pertaining to the manufacture, use, advertising, distribution or sale of the Licensed
Articles.

4.2 Of?cial Label. Licensee must af?x to each Licensed Article, or its Packaging or, where
practical, any printed Advertising Materials an ?Of?cially Licensed Collegiate Products? tag or label, which
label may also include a NIKE Mark(s), in the form prescribed by MGCL and as shown on the attached
Appendix (?O?icial Label?), or, if no form prescribed by IMGCL, in a form determined by
Licensee. 

4.3 Approval of Artwork. Prior to the sale of any Licensed Article and prior to the publication
of any Advertising Materials, Licensee shall submit to IMGCL for Collegiate Institution approval, at
Licensee?s expense and in the format reasonably required by IMGCL, line art for each proposed Licensed
Article and Packaging and representative examples of Advertising Materials as the same would be
distributed, sold or, in the case of Advertising Materials, published. IMGCL shall use best efforts to obtain
approval within ten (10) business days from its receipt of the line art, which approval may not be
unreasonably withheld. If the Collegiate Institution approves in writing or via electronic system the line
art, the same shall be accepted to serve as an example of quality for that Licensed Article, Packaging andfor
Advertising Materials, and production quantities may be manufactured, used, sold and distributed by
Licensee in conformity with the approved line art.

4.4 Samples. Upon request of IMGCL or Collegiate Institution, Licensee shall submit to either
IMGCL or Collegiate Institution one (1) sample of a Licensed Article and/or a representative example of
Advertising Materials manufactured, distributed, published or sold by Licensee to examine and test to

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The University of Washington? Ill/[Gm I NIKE Retail Product License Agreement

 

assure compliance with the quality and standards under this Agreement. Any request for a sample must be
made by IMGCL or the Collegiate Institution at the time line art is submitted from IMGCL to the Collegiate
Institution for approval. Each sample shall be shipped in its usual Packaging together with all labels, tags,
and other materials usually accompanying the item. Licensee shall bear the expense of manufacturing and
shipping such sample to the destination designated by IMGCL or Collegiate Institution. Upon the
reasonable reignest of IMGCL or Collegiate Institution, Licensee will, subject to cost considerations and
availability of inventory, also provide samples of Licensed Articles to IMGCL and the Collegiate
Institution.

4.5 Non?Conforming Articles.

If IMGCL noti?es Licensee of any material defect in any Licensed Article,
Packaging and/or Advertising Materials, Licensee shall have thirty (30) days from the date it receives such
notice to correct such defect (which correction, if Licensee chooses, may include removing the defective
Licensed Article, Packaging and/or Advertising Materials from the marketplace). Defective Licensed
Articles, Packaging and/or Advertising Materials in Licensee?s inventory shall not be distributed or sold until
such time as Licensee corrects the defect.

Notwithstanding subsection above, Licensee shall have the right to sell any
Licensed Articles including but not limited to ?seconds or ?irregulars? at Licensee?s normal closeout
distribution channels such as Licensee?s employee stores, Licensee?s factory outlet stores and/or factory
outlet stores that are owned or operated by third parties (collectively, ?Closeout Channels?). Any defective
products that are not ?seconds or ?irregulars? shall, upon request of IMGCL, be removed from the
marketplace and destroyed or donated to Licensee?s then?current charitable partner, at Licensee?s expense.

4.6 Inspection of Distribution Facility. Upon thirty (30) days prior written notice, IMGCL or
its duly authorized representatives shall have the right, once per year during the term of this Agreement, to
inspect the distribution premises of Licensee from which the Licensed Articles are distributed to ensure that.
standards of quality, as reflected in the approved line art or in any samples of Licensed Articles, are being
maintained. Any such inspection shall take place during such facility?s normal business hours, be
subject to such reasonable security and confidentiality requirements as Licensee may reasonably require,
and not unreasonably interfere with Licensee?s operations or prevent or delay Licensee from meeting
its delivery obligation to its customers or otherwise cause Licensee to incur ?chargebacks? or other costs
or expenses in meeting (or being delayed from meeting) such obligations.

4.7 Code of Conduct. Licensee shall comply with the Special Agreement Regarding Labor
Standards and Corporate Responsibility, which is attached hereto as Appendix G. Failure to do so will result
in'breach of contract and result in termination of license agreement.

5. ROYALTY.

5.1 Royalm Rate. Licensee agrees to pay the Collegiate Institution a royalty on the Net Sales
of all Nonexclusive Licensed Articles bearing the Licensed Marks of the Collegiate Institution at the rate
for the Collegiate histitution as set forth on Appendix A-l Licensed Articles shall be deemed to have been
sold when invoiced or, if not invoiced, when shipped or paid for, whichever occurs first.

5.2 Royalty Payments and Statements.

(3.) All royalties payments under Section 5.1 shall be sent to as follows:
quarterly royalty payments shall be made within forty-five (45) days following the end of each calendar
quarter; provided, however, that any royalty payments with respect to Licensed Articles sold to any United

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The University of Washington; NIKE Retail Product License Agreement

States military bases in any foreign countries shall be made within sixty (60) days of the end of the
applicable Royalty Period.

With each quarterly royalty payment, Licensee shall submit to IMGCL a royalty
statement in the form attached hereto as Appendix (a ?Royalty Statement?) showing the quantity,
description, and Net Sales of the Licensed Articles distributed and/or sold during the preceding calendar
quarter, (ii) Licensed Article style number, royalty rate, and (iv) royalty amount. Royalty Statements
shail be submitted whether or not they reflect any sales. Licensee acknowledges development
of its Retail Information Portal and will work. with IMGCL to include speci?c information contained within
Retail Information Portal. Licensee will not be obligated to include information that is
burdensome to obtain, given Licensee? system limitations, or information that is con?dential or proprietary
to Licensee.

Licensee shall pay interest at the rate of one and one?half percent per month, 
compounded on a basis, or the maximum-rate allowed by law, if lower, on any undisputed royalty
payment due under the Agreement that remains unpaid after such payment becomes due.

The receipt or acceptance by IMGCL of any Royalty Statement, or the receipt or 
acceptance of any royalty payment made, shall not prevent the Collegiate Institutions from subsequently
challenging the validity or accuracy of such statement or payment in any subsequent audit pursuant to
Section 6.

5.3 FOB Sales. If a customer of Licensee proposes to purchase Licensed Articles FOB the
manufacturing source or participate in other arrangements which would result in such customer paying less
for the Licensed Articles than Licensee?s regular selling price to the trade, Licensee will use reasonable
efforts to provide prior written notice and seek approval from for such sales.

6. RECORDS AND RIGHT TO AUDIT.

Licensee shall keep, maintain and preserve at its principal place of business during the term
of this Agreement and for at least three (3) years following expiration of the Royalty Period to which they
relate, complete and accurate books, accounts and records (including customer invoices and itemization of
any permitted deductions andlor exemptions) covering all sales of Licensed Articles (the ?Records?) in a
manner such that the information contained in the Royalty Statements can be reasonably determined. Not
more than once per calendar year, IMGCL and/or its authorized representatives shall have the right, upon
sixty (60) days prior written notice and at sole cost and expense, to inspect and audit the Records
during Licensee?s normal business hours. At request, Licensee will provide IMGCL and/or its
authorized representatives the abovemreferenced invoice detail information in an Excel CID-ROM or disk
format. Where necessary, IMGCL or its representatives may request working copies of audit materials
from Licensee?s designated personnel.

IMGCL and/or its representatives shall have reasonable and fully adequate access to said
Records for impaction and audit purposes at Licensee?s premises, provided that IMGCL and its
representatives shall comply with Licensee?s reasonable security requirements that do not interfere with the
audit, (ii) such access may not unreasonably interfere with the normal operation of Licensee?s business,
any representative of IMGCL who conducts or is otherwise involved in any audit shall, prior to
receiving any Records from Licensee, sign a mutually acceptable con?dentiality agreement, and (iv)
Licensee will be permitted to have its personnel present during the audit.

(0) If any audit reveals an underpayment by Licensee of any royal-ties owed under. this
Agreement, IMGCL shall provide Licensee with written notice containing a detailed description and
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The University of Washington NIKE Retail Product license Agreement

 

supporting documentation of such underpayment. Licensee shall pay any veri?ed underpayment
of royalties plus interest. In the event such an underpayment is greater than five percent of the
aggregate royalties due under all of Licensee?s then?current license agreements with IMGCL, Licensee
shall also pay the reasonable out-of?pocket costs of the audit actually incurred by IMGCL

7. OWNERSHIP AND USE OF LICENSED MARKS.

7.1 Ownership; Authority to License. IMGCL represents and warrants to Licensee, on behalf
of the Collegiate Institution, that:

the Collegiate Institution to the best of its knowledge is the sole and exclusive
owner of its respective Licensed Marks, and (ii) has the right to use such Licensed Marks including, without
limitation, the right to grant use of such Licensed Marks to Licensee pursuant to this Agreement;

to the best of the Collegiate Institution?s knowledge there are no oppositions or
cancellation proceedings pending against any of its respective Licensed Marks in the United States Patent
and Trademark Office;

(0) to the best of the Collegiate Institution? 3 knowledge Licensee? use of the Licensed
Marks in accordance with the manner approved pursuant this Agreement in accordance with the terms of
this Agreement will not infringe on or violate the rights of any third party; and,

IMGCL has full power and authority to execute and deliver this Agreement in the
name and on behalf of the Collegiate Institution.

7.2 Trademark Guidelines. Wherever appropriate, the Licensed Marks shall he used as a
proper adjective, and the common noun for the product shall be used in conjunction with the Licensed
Marks. The proper symbol to identify the Licensed Marks as a trademark the symbol if the Licensed
Marks is registered or the ?trn? symbol if not so registered) and/or copyright legend 
[Date] [Collegiate InstitutionD shall be placed adj acent to each Licensed Mark. The Licensed Marks of the
Collegiate Institution shall also be used in accordance with other trademark guidelines as may be set forth
on Appendix with respect to the applicable Licensed Marks, provided such guidelines do not con?ict
with any other provisions of this Agreement.

7.3 Covenant Not to Assert Ownership.

Licensee makes no claim to any goodwill associated with the Licensed Marks.
Licensee will not in any manner represent that it has any ownership in the Licensed Marks or in any
registration thereof, and will not knowingly in any way do or cause to be done any act or thing contesting
or in any way impairing any part of such right, title and interest. Licensee therefore agrees that, except for
the rights granted herein, it has no interest in or ownership of the Licensed Marks, and further agrees not to
register or attempt to register, in any jurisdiction, any of the Licensed, Marks.

Nothing in this Agreement gives Licensee any right, title, or interest in the
Licensed Marks except the right to use the Licensed Marks in accordance with the terms of this Agreement.
Licensee?s use of the Licensed Marks shall inure to the benefit of the Collegiate Institution.

. 7.4 No Combined Use. Except as permitted by this Agreement or as otherwise approved in

writing by the Collegiate Institution or IMGCL, Licensee agrees not to use any other trademark, service
mark, trade name, logo, symbol or device in combination with any Licensed Marks nor shall Licensee use

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The University of Washington- NIKE Retail Product License Agreement

 

 

 

any of the Licensed Marks or any confusingly similar mark as, or as part of, a trademark, Service mark,
trade name, ?ctitious name, company or corporate name.

7.5 Licensee recognizes the great value of the good will associated with the Licensed Marks
and acknowledges that such good will belongs to the Collegiate lnStitution, and that such Licensed Marks
have inherent and/or acquired distinctiveness Licensee shall not, during the term of this Agreement or
thereafter, dispute or contest the property rights of the Collegiate Institution, dispute or contest the validity
of this Agreement, or use the Licensed Marks or any similar mark in any manner other than as licensed
hereunder.

7.6 Assistance 

Licensee agrees to assist IMGCL in the protection of the rights of the Collegiate Institution in and
to the Licensed Marks and shall provide, at reasonable cost to be borne by IMGCL and/or the Collegiate
Institution, any evidence, documents, and testimony concerning the use by Licensee of the Licensed Marks,
which IMGCL may request for use in obtaining, defending, or enforcing rights in any Licensed Marks or
related application or registration. Licensee shall notify in writing of any infringements by others
of the Licensed Marks of which it is aware. IMGCL and the Collegiate Institution shall have the right to
determine whether any action shall be taken on account of any such alleged infringements. Licensee shall
not institute any suit or take any action on account of any such alleged infringements without ?rst obtaining
the written authorization of IMGCL and the Collegiate Institution. Licensee agrees that it is not entitled to
share in any proceeds received by IMGCL or the Collegiate Institution (by settlement or otherwise) in
connection with any formal or informal action brought by IMGCL, the Collegiate Institution, or other entity.

7.7 0 Limitation of Rights Regarding NIKE Marks or Intellectual Prom.

Notwithstanding the foregoing, no provision of this Agreement shall prohibit or limit (or be
construed as prohibiting or limiting) in any way Licensee or any of its Af?liates from (3.) commencing any
action of its own with respect to any infringement of any of the NIKE Marks or other intellectual property
of Licensee or any of its Af?liates, obtaining, defending or enforcing rights in such NIKE Marks or
other intellectual property, or filing any trademark applications with the United States Patent and
Trademark Of?ce or with any other governmental entity for such NIKE Marks or other intellectual

property.
8. INDEMNIFICATION.

8.1 By Licensee. Licensee agrees to defend, indemnify and hold harmless IMGCL, the
Collegiate Institution, and their respective of?cers, agents, and employees from any claims, demands,
causes of action or damages, loss, liabilities, costs and expenses, including reasonable attorney?s fees,
arising out of or relating to any claim brought by a third party (a ?Loss?) that arises out of any
unauthorized use by Licensee of the Licensed Marks or any breach by Licensee of any of its representations,
warranties, covenants or obligations contained in this Agreement, the manufacture, advertising,
promotion, distribution, export, sale and offering for sale by Licensee of the Licensed Articles, the use
by Licensee of Packaging and/or Advertising Materials; and any unauthorized use or infringement of
any patent, copyright, trademark or other proprietary right of a third party by Licensee in connection with
the Licensed Articles, Packaging and/or Advertising Materials. Nomithstanding the foregoing, Licensee? 
obligations under this Section 8.1 shall not apply to any Loss arising out of any claim that use by Licensee
of the Licensed Marks in aCCordance with and approved pursuant to this Agreement infringes on,
misappropriates, or otherwise violates the rights of any third party, (ii) Licensee? compliance with any
requirements of aodlor the Collegiate Institution, or any negligent act or omission of IMGCL
or the Collegiate Institution or any of their respective of?cers, agents, or employees.

10

The University of Washington IMGCLI NIKE Retail Product License Agreement

 

8.2 By and the Collegiate institution. and, to the extent permitted by law, the
Collegiate Institution, each agree to defend, indemnify and hold harmless the Licensee, its Af?liates and
their respective of?cers, agents, and employees from any and all Losses arising out of the Collegiate
Institution? 3 ownership of or authority to license use of the Licensed Marks and any breach by IMGCL
or the Collegiate Institution of any of its representations, warranties, covenants or obligations contained in
this Agreement. obligation to So defend, indemnify and hold harmless Licensee and its af?liates
will be limited to rights to obtain a remedy from the Collegiate Institution.

8.3 . Procedure. ?Hie indemni?cation obligation of a party (the ?Indenmitor?) under this Section
8 is subject to the party or person entitled to such indemnity (the ?Indemnitee?) complying with the
following conditions: the Indentmitee notifying the lndemnitor of the Loss (except that an
Indemnitee?s failure to notify the Indemnitor will not limit, impair or otherwise affect the
Indemnitee?s rights under this Section 8 unless the Indemnitor is prejudiced by that failure, and then only
to the extent of the prejudice); and the lndernnitee gives the hidenmitor full and complete authority
(including Without limitation, settlement authority) and reasonable assistance (including without limitation,
reasonable access to information in the Indemnitee?s possess-ion) for the defense. However, the
Indemnitor?s rights under this Section 8.3 are contingent on its agreement that it will not settle any claim
without the Indemnitee?s prior written consent unless that settlement includes a full and final release of all
claims against the Indemnitee and does not impose any obligations on the 

9.. INSURANCE

Licensee represents and warrants that the NIKE group of companies to which Licensee is
a member (the Group?) has the financial resources to honor Licensee?s risk liability under this
Agreement and that the NIKE Group currently carries excess liability insurance for more than one
million dollars ($1,000,000) self?insured retention and (ii) Licensee losses under the SIR are paid
from a funded reserve account. In?the event Licensee is unable to continue to self?insure at, or beyond,
such levels as set forth above, or elects not to self-insure, it shall notify IMGCL of same and obtain
insurance as prescribed in subsection below.

In the event Licensee elects not to, or is unable to, self?insure at or beyond, the levels as
set forth in subsection above, Licensee will obtain and maintain general liability, property damage, and
product liability insurance providing coverage of at least one million dollars ($1,000,000) per occurrence
for personal and advertising injury, bodily injury or death of persons and damage to property that result
directly or indirectly from any Licensed Article, Packaging or Advertising Materials. Such substitute
insurance coverage shall provide adequate protection for the IMGCL, the Collegiate Institution, and their
respective of?cers, agents and employees, as additional insured parties against any claims, demands, or
causes of action and damages, including reasonable attorney?s fees, arising out of any unauthorized use
of or infringement of any patent, copyright, trademark or other proprietary right of a third party by Licensee
in connection with the Licensed Articles, Packaging, Advertising Materials andlor designs covered by this
Agreement, (ii) defects or alleged defects or deficiencies in said Licensed Articles, Packaging, Advertising
Materials and/or designs or the use thereof, false advertising, fraud, misrepresentation or other claims
related to the Licensed Articles, Packaging, Advertising Materials and/or designs not involving a claim of
right to the Licensed Marks, (iv) Licensee?s unauthorized use of the Licensed Marks or any breach or
alleged breach by Licensee of any of its representations, warranties, covenants or obligations contained in
this Agreement, libel or slander against, or invasion of the right of privacy, publicity or property of, or
violation or misappropriation of. any other right of any third party, andlor (vi) agreements or alleged
agreements made or entered into by Licensee to effectuate the terms of this Agreement. Such substitute
insurance coverage shall not be canceled or materially changed in form without at least thirty (30) days
written notice to IMGCL.

ii

The University of Washington? IMGCL I NIKE Retail Product License Agreement

. 10. TERM AND TERMINATION.

10.1 Term. The term of this Agreement (the ?Terrn?) will begin on the Effective Date and,
unless earlier tenninated as provided in Section 10 of this Agreement, shall expire June 30, 2019. Upon
execution of this Agreement, Collegiate Institution shall provide written notice to IMGCL of the expiration
date of the University of Washington All-Sports Sponsorship Agreement and during the Term of the
Agreemeng. Collegiate Institution shall provide IMGCL with written notice of any change in the expiration
date pursuant to termination, renewal or extension or otherwise, This Agreement may be extended upon
mutual written agreement of the parties.

 

10.2 Termination by Collegiate Institution. The Collegiate Institution may terminate this
Agreement upon the occurrence of one or more of the following events:

Licensee breaches section or fails to deliver any required Royalty
Statement, and fails to cure this default within forty?five (45) days from receipt of notice from IMGCL.

Licensee breaches subsection 6(b) or 6(c) of this Agreement, and fails to cure such
breach within forty-five (45) days from receipt of notice from IMGCL. 

Licensee makes any assignment for the bene?t of creditors, or ?les any petition
under any federal or state bankruptcy statute, or is adjudicated bankrupt or insolvent, or if any receiver is
appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws of
the United States government or the several states.

Licensee attempts to grant or grants a sublicense not otherwise permitted by this
Agreement without the prior written authorization of IMGCL, or breaches Section? 16 of this Agreement.

Licensee distributes or sells any Licensed Articles, above incidental quanti?es,
outside the authorized Distribution Channels for such Licensed Articles, or distributes or sells any Licensed
Articles to any third party that Licensee knows intends to distribute or sell such Licensed Articles outside
the authorized Distribution Channels for such Licensed Articles, and fails to cure such breach within forty?
five (45) days from written receipt of notice from 

Licensee distributes or sells any Licensed Articles outside the Licensed Territory
or distributes or sells any Licensed Articles to a third party that Licensee knows intends to distribute or sell
such Licensed Articles outside the Licensed Territory and fails to cure such breach within forty??ve (45)
days from written receipt of notice from IMGCL.

Licensee knowingly manufacuires, distributes or sells any product infringing or
diluting the trademark, property or any other right of the Collegiate Institution or any other party.

Licensee fails to maintain in full force and effect the insurance referred to in
Section 9.

Licensee manufactures, distributes or sells Licensed Articles, above incidental
. quantities, of quality lower than the samples approved, or manufactures, distributes, sells or uses Licensed
Articles or Licensed Marks in a manner not approved by IMGCL, and fails to cure such breach within forty-
five (45) days from receipt of written notice from IMGCL. I

12

The University of Washington- IMGCL 1' NIKE Retail Product License Agreement

 

 Licensee fails to af?x to each Licensed Article, above incidental quantities, an
Of?cial Label in the manner provided in Section 4.2 and fails to cure this default within forty-?ve (45) days
from receipt of written notice from, IMGCL, or, if incurable, such default causes substantial harm to the
Collegiate Institution or IMGCL.

Licensee commits any Material Breach and fails to cure such breach within forty?
five (45) days from receipt of written notice of such breach from IMGCL.

10.3 Requirements for Notice of Breach. Due to the prevalence of domestic and international
counterfeiting of goods containing the Licensed Marks and NIKE Marks, any notice of a violation of this
Agreement by IMGCL or the Collegiate Institution alleging Licensee?s violation of Sections 
102(k), or 10.2(1) shall not be effective as a notice of such breach to Licensee and Licensee
shall have no obligation to respond to such notice if all of the following items and conditions are not met
with respect to such notice:

Each notice must contain a detailed description of the Licensed Article or violating
product; and

Each notice must have a detailed description of the time, quantity, location, and
vendor where such violation occurred; and

Each notice must contain a physical sample(s) of each Licensed Article or violating

product in order to allow Licensee to validate the authenticity of such item. Photographs of such items

. without a physical sample will be acceptable, however, if Licensee is unable to authenticate product based
on photographs, no further action will be required by Licensee under this Agreement

Upon receipt of notice complying with all of the above, Licensee shall validate the
authenticity of such alleged Licensed Articles or violating product and shall, within the cure periods of such
violations, communicate with IMGCL or the Collegiate Institution, as the case may be, to demonstrate that
such violation was cured or to provide notice to IMGCL or the Collegiate Institution that such Licensed
Articles or violating products were verified to be counterfeit items after examination by Licensee. If such
Licensed Articles or violating products are determined to be counterfeit items by Licensee, no fmther action
shall be required by Licensee under this Agreement.

10.4 IMGCL shall have the right to terminate this Agreement upon written notice to Licensee
without cause with respect to the Collegiate Instimtion in the event that the Collegiate Institution directs
IMGCL to terminate this Agreement on an annual basis or otherwise. This termination shall be without
prejudice to any other rights may have, whether under the provisions of this Agreement, in law,.in
equity or otherwise.

1.0.5 Licensee shall have the right to terminate this Agreement upon ninety (90) days prior
written notice to IMGCL and Collegiate Institution without cause. This termination shall be without
prejudice to any other rights Licensee may have, whether under the provisions of this Agreement, in law,
in equity or otherwise.

10.6 Termination by Licensee. Licensee may terminate this Agreement as to the Collegiate
Institution if the Collegiate Institution or IMGCL commits a Material Breach and fails to cure such breach,
if curable, within sixty (60) days from receipt of written notice of such breach from Licensee.

ll. DUTIES UPON TERMINATION

13

The University of Washington IMGCL Retail Product license Agreement

11.1 Effect of Expiration or Termination. After expiration or termination of this Agreement for
any reason:

Except as provided in Section 11.2 or otherwise expressly authorized in writing by
IMGCL or the Collegiate Institution, Licensee shall immediately discontinue the manufacture, advertising,
use, distribution and sale of all Licensed Articles, Packaging and Advertising Materials bearing the
Licensed Marks of the Collegiate Institution, and shall have no further right to manufacture, advertise, use,
distribute or sell such Licensed Articles, Packaging or Advertising Materials.

Licensee shall furnish to IMGCL a statement showing the number and description
of Licensed Articles with instinct to the Collegiate Institution that Licensee has on hand or in process.

Upon termination of this Agreement with respect to the Collegiate Institution, any
unpaid balance of royalty payments owing and due under this Agreement with respect to the Collegiate
Institution shall be due and payable.

11.2 Disposal of Inventory.

After expiration or termination of this Agreement for any reason (other than a
termination pursuant to Section Licensee may, for a period of one hundred twenty (120) days (the
?Disposal Period?), continue to market, sell and distribute its inventory of Licensed Articles with respect
to the Collegiate Institution, and (ii) complete the manufacture and, upon completion, market, sell and
distribute, all Licensed Articles with respect to the Collegiate Institution for which Licensee has accepted
a customer order or that are otherwise in-process at the time of such expiration or termination. During the
Disposal Period, Licensee shall deliver all Royalty Statements and royalty" payments due with respect to the
Collegiate Institution in accordance with Section 5 and shall comply with all other terms and conditions of
this Agreeme?nt' in connection with its manufacture, marketing, sale and distribution of Licensed Articles
with respect to the Collegiate Institution.

Following expiration of the Disposal Period, Licensee shall coordinate with the
Collegiate Institution on the disposal of any unsold Licensed Articles in an agreed upon matter.

11.3 Effect on Other Agreements. Any expiration or termination of this Agreement shall not
affect any rights Licensee or any of its Af?liates may have under any other agreement between Licensee
(or any of its Af?liates) and the Collegiate Institution including, without limitation, any Direct Agreement
(as de?ned in Section 15).

12. MATERIALITY.

In the event of a claimed Material Breach or other breach by Licensee, including but not limited to
a dispute in an amount less than One Hundred Thousand Dollars IMGCL shall allow 30 days
to discuss a resolution via telephone or email correspondence with Licensee?s Director of Licensing before
IMGCL issues any written notice of breach to Licensee, unless the Collegiate Institution directs IMGCL
otherwise. Thereafter, Licensee shall not be deemed to be in breach of this Agreement unless IMGCL ?rst
has delivered written notice to Licensee, specifying in detail the nature of the breach, and Licensee shall
have failed to remedy the breach within the time speci?ed this Agreement, or within thirty (30) days
following Licensee receipt of such notice, whichever 18 greater.

14

The University of Washington NIKE Retaii Product License Agreement

 

13. REMEDIES.

The Collegiate Institution, IMGCL and Licensee each acknowledge that a Material Breach of this
Agreement may result in immediate and irremediable damage to the Collegiate Institutionor Licensee, as
applicable, and that money damages. alone may be inadequate to compensate the Collegiate Institution or
Licensee. Therefore, in the event of a Material Breach or threatened Material Breach of this Agreement by
the Collegiate Institution, IMGCL or Licensee, the Collegiate Institution (either directly or through IMGCL
as its agent) or Licensee, as applicable, may, in addition to all other remedies, immediately seek to obtain
and enforce injunctive relief prohibiting such breach or compelling speci?c performance.

14. SEVERABEHY.

The determination that any provision of this Agreement is invalid or unenforceable shall not
invalidate this Agreement, and the remainder of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.

15. ENTIRE AGREEMENT MODIFICATION AND WAIVER.

 

This Agreement and its Appendices constitute the entire agreement and understanding
between Licensee, IMGCL and the Collegiate Institution and cancels, terminates, and supersedes any prior
agreement or understanding, written or oral, relating to the subject matter hereof between Licensee, IMGCL
and the Collegiate Institution, There are no representations, promises, agreements, warranties, covenants
or understandings other than those contained herein. None of the provisions of this Agreement including,
without limitation, any Appendices to this Agreement, may be waived, amended or modified, except as
expressly provided in this Agreement or expressly stated in writing signed by the Collegiate Institution or
IMGCL, on the one hand, and Licensee on the other. Without limiting or altering the foregoing, the parties
acknowledge and agree that any inconsistent, additional in different terms in any notice, policy, schedule
or other document issued by the Collegiate Institution or IMGCL will not have any force or effect unless
and until it has been executed in the manner provided in the immediately preceding sentence. In the event
of any inconsistency or con?ict between the terms of this Agreement and its Appendices, thetenrns of this
Agreement shall control.

Notwithstanding the foregoing, the parties acknowledge and understandthat Licensee
may have entered into or may, from time to time, enter into one or more promotional, sponsorship, product
supply, license or similar agreements directly with the Collegiate Institution and/or its athletic department
not through IMGCL), which agreements may, among other things, grant Licensee certain rights with
respect to the Collegiate Institution?s Licensed Marks (a ?Direct Agreement?), (ii) this Agreement shall not
constitute (or be construed as an amendment or modi?cation of any such Direct Agreement,
any rights granted to Licensee with respect to the Collegiate Institution?s Licensed Marks under such
Direct Agreement shall be in addition to the rights granted under this Agreement, and (iv) in the event of
any con?ict between the rights granted to Licensee under this Agreement and the same rights granted to
Licensee under a Direct Agreement, the rights under such Direct Agreement shall control.

No Written waiver by any party shall excuse the performance of any not other than those
specifically referred to therein. However, failure of a party to require the performance of any term in this
Agreement, or the waiver by any party of any breach, ?shall not prevent subsequent enforcement of such
terrnnor be deemed a waiver of any subsequent breach.

16. ASSIGNABILITY.

15

The University of Washington? IMGCL I NIKE Retail Product License Agreement

 

This Agreement is personal to Licensee. Except as provided in this Section 16 and except for
assignments by Licensee to any of its Affiliates under a corporate restructuring or reorganization, neither
this Agreement nor any of Licensee?s rights shall be sold, transferred or assigned by Licensee without
or the Collegiate Institution?s prior written approval and no rights shall devolve by operation of
law or otherwise upon any assignee, receiver, liquidator, trustee or other party. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the party?s successors and assigns.

l7. ENFORCEMENT BY OR AGAINST COLLEGIATE 

The Collegiate Institution is entitled to enforce its respective rights in its respective Licensed Marks
and the terms of this Agreement directly against the Licensee. Licensee is entitled to enforce the terms of
this Agreement directly against the Collegiate Institution.

18. SURVIVAL.

Each provision of this Agreement that expressly or by its nature provides for rights, obligations or
remedies that extend beyond the expiration or earlier termination of this Agreement, will survive and .
condone in full force and effect after this Agreement expires or is earlier terminated.

19. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of Georgia.
20. NOTICES AND PAYMENTS.

Any notice shall be delivered personally or sent by certified mail (postage prepaid, return receipt
requested), facsimile, the receipt of which is con?rmed by continuation document, email, con?rmed by
email receipt con?rmation notice, or by a recognized US overnight courier, and shall be sent to the
addresses given below, or such other addresses as may be designated in writing during the term of this
Agreement. Each notice will be deemed to have been received by the party to whom it was addressed 
when delivered if delivered personally, on the ?fth business day after the date of mailing if mailed, or
on the date of?cially recorded as delivered according to the record of delivery if delivered by overnight
courier.

To or

The Collegiate

Institution: Collegiate Licensing Company, LLC
Attn: SVP and Managing Director
1075 Peachtree Street, Suite 3300
Atlanta, GA 30309

AND

Collegiate Licensing Company, LLC
Attn: Legal Dept.

1075 Peachtree Street, Suite 3300
Atlanta, GA 30309

To Licensee: NIKE USA, Inc.
Attn: NCAA Business Director

16

The University of Washington NIKE Retail?Product License Agreement

One Bowerman Drive
Beaverton, OR 97005?6453

AND

NIKE USA, Inc.

Attn: General Counsel

One Bowerman Drive, 
Beaverton, OR 97005-6453

21. NO PARTNERSHIP OR FRANCHISE.

Nothing in this Agreement shall be construed to place Licensee and the Collegiate Institution or
Licensee and IMGCL in the relationship of partners, joint venturers or agents and, except with respect to
IMGCL as the authorised agent for the Collegiate Institution, neither party shall have the power to obligate
or bind the other or the Collegiate Institution in any manner whatsoever. Nothing in this Agreement shall
give, or is intended to give, any rights of any kind to any third parties. Neither nor the Collegiate
Institution is in any way a guarantor of the quality of any product produced by Licensee. Licensee shall
neither state nor imply, directly or indirectly, that Licensee or its activities, other than under this license,
are supported, endorsed or sponsored by IMGCL or the Collegiate Institution.

22. CONFIDENTIALITY .

Except as may he required by law, neither IMGCL nor Collegiate Institution shall disclose to any
third party the terms of this Agreement or the Licensee?s sales information, marketing strategies or
plans, or any other information in whatever form disclosed to, or observed or learned by, IMGCL or
Collegiate Institution or their respective representatives under this Agreement including, without limitation,
all information disclosed to, or observed or ascertained by, IMGCL or Collegiate Institution or their
respective representatives during any audits or inspections permitted by this Agreement. The parties
acknowledge that the terms of this Section 22 shall not prohibit disclosures of information by IMGCL to
personnel of the Collegiate Institution who need to know such information or by Collegiate Institution to
personnel of IMGCL who need to know such information. Prior to making any legally required discloSure
of the terms of this Agreement, IMGCL and Collegiate institution shall notify Licensee of the pending
disclosure and, if legally permissible, allow Licensee the opportunity to redact any proprietary or
confidential information from the Agreement prior to disclosure. This Section 22 shall survive expiration
or any termination of this Agreement.

23. EXTENSION TO NIKE AFFEIATES.

IMGCL acknowledges that one or more Af?liates of Licensee may seek a nonexclusive license
and an exclusive license to use the Licensed Marks. IMGCL confirms that it will use the general terms and
conditions of this Agreement, where applicable, as the basis of its definitive agreement with such Affiliate.
Notwithstanding, the above, IMGCL and the Collegiate Institutions shall not be obligated to contract with
any NIKE Af?liate under this Section. An engagement between IMGCL and such NIKE Af?liate shall
give rise to a direct contractual relationship between such Af?liate and IMGCL, the terms of which are

evidenced by such agreement. Communications, fees, disputes and related matters shall be between
IMGCL, Collegiate institution and such NIKE Af?liate, and Licensee shall have no obligations, liabilities
or responsibilities thereunder.

17

The University of Washington? IMGCL I NIKE Retail Product license Agreement

 

24. MISCELLANEOUS.

When necessary for appropriate meaning, a plural shall be deemed to be the singular and
singular shall be deemed to be the plural. Section headings are for convenience only and shall not add to
or detract from any of the terms or provisions of this Agreement.

This Agreement may be executed in counterparts. Each Counterpart will be considered an
original, and all of then}, taken together, will constitute a single Agreement. Signatures transmitted
electronically by portable document fennel (pdf) file or facsimile shall be binding for all purposes hereof.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date ?rst above



NIKE USA, Inc.

g: 




- 
By: Tit? f?ef?s fest {?l?cm
Name:

Title: Naive LL: 3: we 3 's fhszii'ie?irw rs

 

 

gauges; 

18

COLLEGIATE LICENSING COMPANY,
LLC, on behalf of itself and as authorized agent
for the Collegiate Ins?otutio 

   

By:
Name:
Title: $149 Kimono

Ee/gs/m

 

 

The University of Washington NIKE Retail Precinct License Agreement

 

APPENDIX 
The University of Washington
Royalty Rate and Advance Payments for Non-exclusive Licensed Articles
Royalty Rate is established at an escalating rate based on the total of all Net Sales of UW Licensed
Articles duriug a Royalty Period, but will be reviewed quarterly with UW. If a dollar threshhold listed
below in this Aggendix A-l is met during a quarterly Royalty Period, the corresponding Royalty Rate
listed below will become the effective Royalty Rate for all Net Sales beginning the subsequent quarter.
For the avoidance of doubt, once a Royalty Rate has been achieved, under no circumstance shall that
Royalty Rate be reduced in subsequent Royalty Periods regardless of Net Sales performance. However,
the rate for subsequent Royalty Periods may be increased pursuant to this Appendix Awl if a higher rate is
achieved in accordance with the below targets.
Non?Exclusive Licensed Articles 
13% Begins immediately for all Net Sales subsequent to the Effective Date.
14% $5 million

15% $7.5 million
The University of Washington Husky Throwback Program 

15% Renegotiable at $7.5 million

Advance Payments

Not applicable

19

The University of Washington NIKE Retail Product License Agreement

I 
The University of Washington
Royalty Rate and Advance Payments for Exclusive Licensed Articles
Exclusive Liceased Articlas

Not applicable

Advance Payments

Not applicable

20

The Univegsity 0f Washingtom IMGCL I NIKE Retail Prodimt License Agreemnt

 

APPENDIX 

LICENSED AND HUSKY THROWBACK PROGRAM MARKS

 

 
 
  
 
 
 

   
  
  

  

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want-me mam
?mlat??m?toolgw Fault-It 

 

0mg??!

uuwm
ml]

 
   

Nmmi?ny?c F'Ahml?c
Pair-Rim: uu RA in;

 

 

 

 

?gs'm??ga? UNEVERSITY a; WASHINGTON.

 

9 
Wamm 2? of WASHINGTON.25



 

BE 110mm

   

 

 

 

 

 

Hum 2? Irma: 2? mum ?9
"mam 3? 3? mnmwu NFDR may um - mm: mm mm "shimmy mom;
I NEATION 


 

 

 

 

FREE 1 SEDTE: Thwart: n! (in ?himaity ?When In central-d Inlet: hing pram-nu by MG Collage lineman. Any an: of his mark: wli main w?m Ippmni irm lM? (Rabat ?aming

 

 


:4 
?atrium mean-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTE: The mm: at Unmly cl Walks-mks: are mind ?we: 1 W9 mum ?mm Comm
Mimi: WW Museumew mm: ?155mm ?named mm Tmcmaghiaumu norm

2]

The University of Washington? EMGCL i NIKE Retaii Product License Agreement

 

 

APPENDIX B-l
ROYALTY EXEMPTION POLICIES

The University of Washington has no exemptions.

22

The University of Wasi?ngton? IMGCL NIKE Retaii Product License Agreemeni

APPENDIX C-l
Non-exclusive Licensed Articles

Licensee Name: NIKE USA Inc.
License Type: Standard License

Licensed Articles:

 

01A Men'slUnisex T?shirts
1. Men?s/Unisex T~shirts (short sleeve-cotton)

3. Men's/Unisex Tushirts (short 
4. Men's/Unisex T-shirls (short sleeve-blend)

5. Men's/Unisex T-shirts (long sleeve-cotton)

6. Men's/Unisex T-shirts (long 
7. Men's/Unisex T~shirts (long sleeve?blend)

8. Men?s/Unisex Tank Tops (cotton)

9. Men?s/Unisex Tank Tops 

10. Men's Unisex Tank Tops (blend)

0113 Men?s/Unisex Outerweg

t. Men's/unisex Jackets

2. Men's/Unisex Flainwear

3. Men's/Unisex Polar fleece (non?performance)
4. Men?s/Unisex Windshirts

5. Men?s/Unisex Windsuits Warm-ops

010 Men?s/Unisex Other Headwear

Men?s/Unisex Knit Caps

2. Men?s/Unisex Visors

3. Men's/Unisex Bucket Caps

4. Men's/Unisex Straw Hats

5. Men?s/Unisex Other Headwear Styles

01 Men's/Unisex Combo-Packaoed Goods
2. Men?s/Unisex multiple apparel product combo-pack
3. Metre/Unisex T-shirt/Headwear combo-pack

01 Jerseys/Uniforms
1. Replica Football Jerseys

2. Replica Basketball Jerseys Short sets
3. Replica Hockey Jerseys

4. Replica Baseball Jerseys

5. Replica Shooting Shirts/Tear?away Pant

23

The University of Washington- IMGCL I NLKE Retail Product License Agreement

11. Authentic Hockey Jerseys

12. Authentic Baseball Jerseys

13. Authentic Shooting Shirts/Tear?away pants
14. Authentic Jerseys?other

01G Youth Apparei

1. T-shirts (sizes 5420)

4. Jersey/Uniforms (sizes 5?20)

5. Cheerleader Uniforms (sizes 5?20)

6. Beachwear (sizes 5-20)

7. Outerwear (sizes 520)

8. Boy?s Fashion Tops Bottoms (sizes 5-20)
9. Girl?s Fashion Tops Bottoms (sizes 520)
10. Fleece Tops Bottoms (sizes 520)

11. Girls Boys GolflPolo Shirts (sizes 5-20)

13. Athletic Apparel (Sizes 5-20)

15. Misc. Apparel (sizes 5-20)

17. Fleece Tops (sizes 520)

18. Fleece Bottoms (sizes 5-20)

01 Men's Fashion Annexe!

1. Men?s GolflPolo Shirts

2. Men's Denim Dress Shirts

4. Men?s Rugby Shirts

5. Men's Henleys Thermals

6. Men?s/Unisex Turtlenecks

7. Men's Sweaters 

8. Men?s/Unisex Non-Fleece 1/4 Zip Top
10. Men's/Unisex Athletic Shorts
11. Men's/Unisex Fashion Bottoms
12. Men's Beachwear

14. Men's/Unisex Scrubs

01l Women's T-shirts
1. Women's T-shirts (short sieevecotton)

 

6. Replica Jerseys - Other

7. Vintageffhrowback Jerseys

8. Fashion Jerseys

9. Authentic Footbail Jerseys

1U. Authentic Basketball Jerseys Shorts

01.} Men's/Unisex Fieece

t. Men?s/Unisex Fleece Tops (crew neck cotton)

. Men?s/Unisex Fleece Tops (crew 
. Men?slUnisex Fleece Tops (crew neck?blend)

. Men's/Unisex Fleece Tops (hooded?cotton)

. Men's/Unisex Fleece Tops 

. Men's/Unisex Fleece Tops (hooded-blend)

. Men's/Unisex Fleece Bottoms (cotton)

. Men's/Unisex Fleece Bottoms 

. Men's/Unisex Fleece Bottoms (blend)



01L Men's/Unisex Performance Aggarel
1. Men's/Unisex Performance T?shirts (Loose)

2. Men's/Unisex Performance T-shirts (Compression)

3. Men's/Unisex Performance Bottoms (Loose)

4. Men's/Unisex Performance Bottoms (Compression)
5. Men's/Unisex Performance Outerwear (Heavyweight)
6. Men'slUnisex Performance Outerwear (Lightweight)
7. Men's/Unisex Performance Fieece

8. Men?stnisex Performance Golf/Polo shirts

01 Clothing Accessories
1. Gioves/Mittens/M uffs

2. Socks

4. Cold Weather Knit Scarves
5. Headbands/wristbands

6. Fashion Scarves

01N Men?s/Unisex Structured Closed Back Headwear
1. Men's/Unisex Structured Closed Back Headwear
2. Structured Closed Back Performance Headwear

010 Merits/Unisex Structured Stretch Fit Headwear
1. Men?s/Unisex Structured Stretch Fit Headwear
2. Structured Stretch Fit Performance Headwear

 

01fa Men?s/Unisex Unstructured Closed Back Hegdwear
1. Men?s/Unisex Unstructured Closed Back Headwear

24

The University of Washington- I NIKE Retail Product. License Agreement

20. Women?s T?shirts (short 
21. Women?s T-shirts (short sleeve-blend)
22. Women?s T-shirts (long sleeve~cotton)
23. Women's T?shirts (long 
24. Women's T?shirts (long sleeve?blend)

01B Men?s/Unisex Adiustable Non?Wgoi Headwea
1. Adjustable Non-Woof Headwear

2. Adjustable Non-Wool Performance Headwear

018 Women?s Fleece Tops Bottoms
1. Women's Fleece Tops (crew neck - cotton)

2. Women's Fleece Tops (crew 

3. Women?s Fleece Tops (crew neck-blend)

4. Women's Fleece Taps (hooded?cotton)

5. Women's Fleece Tops 
6. Women's Fleece Tops (hooded-blend)

7. Women?s Fleece Bottoms (cotton)

8. Women?s Fleece Bottoms 

9. Women's Fleece Bottoms (blend)

Women?s Outerwear

1. Women's Jackets Vests

2. Women's Rainwear

3. Women's Polar Fleece (non-performance)

01 Women?s Headwear
1. Women's Baseball Caps
2. Women's Fashion Headwear

01V Women's Jerseys Performance Apgarel
1.. Women's Authentic Jerseys

2. Women's Repiica Jerseys

3. Women?s Fashion Jerseys

4. Women?s Performance Golf/Polo Shirts
5. Women's Performance Tops

6. Women?s Performance Bottoms

01W Women's Fashion Tops

1. Women's Golf/Polo Shirts (non-performance)
2. Women's Tank Tops

3. Women's Woyen Shirts

4. Women's Knit Tops

5. Women's Sweaters

2. Unstructured CEosed Back Performance Headwear

019 Men?s/Unisex Adiustable Wool Blend Headwear

1. Men's/Unisex Adjustable Wool Blend t?leadwear
2. Adjustable Wool Biend Performance Heedwear

01X Women's Fashion Bottoms

1. Women?s Shorts

2. Women?s Pants/Jeans/Leggings
3. Women's Skirts

4. Women's Dresses

020 Personal Accessories
1. Eyewear

11. Tote Bags

16. Eyewear Accessories

05E Publishing
8. Marketing Advertising Materials

USA Sports Eguigment
1. Backpacks/Fanny Packs

2. Baseball/Softball Accessories
3. Basketball Accessories

6. Football Accessories

8. Golf Bags

11. Golf Bails

12. Athletic Bags

18. String Backpacks

0W Women?s Loungewear/Activewear/Misc.
6. Women's Exercise Tops (nomperiormeince)

7. Women?s Exercise Bottoms (non?performance)
8. Women's Swimwear Cover-Ups

to. Women's Combo?Packaged Products

11. Women's Sports Bras/Bandeau Tops 

02A Jewelm
3. Watches

6. Bracelets Charms

068 Balls

1. Coilectible Balls (full-sized mini)
2. CompetitionlLeather Balls

3. Rubber Balis - Full Size

4. Rubber Balls - Mini

07o Infant Products
1. Booties Shoes

07E Footwear

2. Sandals

3. Sneakers

4. Footwear - Misc.
5. Flip Flops

7. Cowboy Boots

07F Affinity Cards
3. Gift Cards

?Performance Apparel? means apparel that has unique construction andlor fabrications moisture-wicking) that
assist the wearer during exercise and general athletic tasks in all types of weather. exciuding heavy outerwear and
rainwear. These special characteristics must also be marketed as a feature of the product through hangtags, jock
tags, or other labels on the product. 

25

The University of Washingtom IMGCL 1' NEKE Rated: Product License Agreement

 

Authorized Brand(s): Nike USA institution: The University
of Washington
01A-3 DEA-5 (NA-6 01A-7 018?1 018-2 013?3 018?4 018-5

 

 



 

 

010-1 010-2 010-3 010?4 010-5 01D-2 01D-3 GTE-1 ENE-2 01E-3 O1E-4 D1E-5 O1E-7 O1E-8


 

 

 

016-1 016-5 01G-6 01G-8 01G-9 01G- 
10 '11



 

 

 

01(3- Oil-H 01H-5 (NH-6 01H- DTHOil?1 Oil?20 Oil-21 (HI-22 O1I-24 O1J-2 01J-3 O1J-4 01J-5 O1J-8 

 



 

 

01L-1 011:2 01L-3 01L-4 O1L-6 O1L-7 (TIL-8 (NM-2 (NM-4 (NM-5 

 

 

 

010-1 010~2 (HP-1 010-1 010-2 (NR-2 018-4 018-2 018-4 018-5 015-6 018-7

 

 

 

018-8 018-9 01T-1 01T-3 01w O1U-2 01w Div-2 01v-3 (aw-4 01V-5 01w-1 

 

 

 

01W-3 (YEW-4 02Wv5 01X-2 01X-3 Dix-4 01Y-6 02A-3 02A-6 02C-1
1O 11

 

 

 

020- 020- 05E-8 GSA-1 GSA-3 GSA-8 OBA- 0584 063-2 063-3 068-4
11 16 11 12 18

 

 

 

 

 

 

 

 

 

 

 

0713-1 07E-2 UTE-3 (WE-4 07E-5 O7E-7 

 

 

 

 

 

 

 

 

 

 

26

The University of Washingtem IMGCL NIKE Retail Product License Agreemnt

 

APPENDIX 02
Exclusive Licensed Articles

Not Applicable

27

The University of Washington? IMGCL NIKE Retail Product Limnse Agreement

Aw
DISTRIBUTION CHANNELS

. Campus/Local (CAMP): A retail store whose primary function is serving the university community,
including 1) independently owned fan/gift shops located in the same town/city as the university; 2) store
members of NACS (National Association of College Stores) that carry 80% of their store inventory for
one university; 3) stores that carry textbooks and 80% of their non-textbook inventory for one university;
4) stems that carry 80% of their total company inventory for one university; or 5) university-owned outlets,
including student owned/operated stores. Examples include campus and off?campus bookstores, athletic
department team stores, campus/athletic concessionaires, local fan/gift shops in the same town/city as the
university, and university-owned hotels/ golf course shops/visitor centers or similar entities.

Restricted (REST): Internal departments of the Collegiate Institution that purchase Licensed Articles for
internal use only by the Collegiate Institution and not for resale. Examples include departmental suppliers,
uniform manufacturers, and similar forms of non?retail internal use. For purposes of this Agreement,
Restricted Channel does not include bookstores, other institutional retail outlets, student clubs, and student
organizations.

Related Retail/Direct? (RRET): Sales of Licensed Articles directly to the consumer through a retail
storefront owned and/or operated by the Licensee, any af?liate or subsidiary of Licensee, or any other
person, firm, or corporation related in any manner to Licensee or its of?cers, directors, or major
stockholders, or through direct consumer solicitations catalog, direct mail, direct response
advertising, local craft shows, etc.) by Licensee, any af?liate or subsidiary of Licensee, or any other person,
?rm, or corporation related in any manner to Licensee or its of?cers, directors, or major stockholders.
Please note that IMGCL and the Collegiate Institutions approve sales into this distribution channel on a
casc-by?case basis and only under unique circumstances.

Team Dealer (TDLR): Institutional or . league sales of sporting goods products through established
distribution territories outlined by sporting goods companies. Team Dealers may or may not have a "retail"

showroom, generally have office and warehouse space to conduct business, and often have traveling sales
people to call on schools, leagues, organizations, and teams for distribution of products ranging from team
uniforms to sports equipment.

Off-Price (OPC): A retail store that offers or deals in consumer goods, typically close-out or liquidated
branduname products, at discounted prices.

Department Stores (DPT): A retail store, typically part of a chain of stores, which sells a wide range of
products Without a predominant merchandise line. Department stores typically sell products including
apparel, furniture, appliances, electronics, and other select lines or products such as cosmetics, jewelry,
toys, and sporting goods.

Better Department Stores/Boutiques (BDPT): A high end 01' elite department store that sells. a wide
range of products without a predominant merchandise line, or a small shopping outlet that Specializes in
elite and fashionable items, such as clothes and jewelry.

Golf Specialty A retail store or golf pro shop that sells predominantly golf related products
including bags, balls, clubs, shoes, clothing, etc. These stores or shops do not have an affiliation with a
Collegiate Institution.

Sporting Goods/Sports Specialty/Fan Shops (SGSS): A retail store that specializes in selling licensed
sports apparel, team sports apparel and/or sports equipment.

28

The University of Washington IMGCL Retail Product license Agreement

 

Specialty Mid-Tier (SMT): A retail store that typically specializes in a specific range of merchandise and
related items other than licensed sports apparel. Most stores have an extensive selection of items they
specialize in; and staff-provides high levels of service and expertise. This channel encompasses Inidntier
retailers that don?t qualify for another distribution channel and therefore contains a wide range of retail
formats.

InternetlTV/Catalog (ITC): Retailers in the ITC channel focused primarily on commerce through the
Internet g. ., GSI, FansEdge, etc?) via shopping networks QVC, HSN or Shop NBC, etc?) via
Nike corn, and published catalogs that are mailed directly to the consumer.

Amusement Park (AMP): Sales offered by a theme park which may have rides, games and other
entertainment attractions. This channel also encompasses family entertainment centers Dave 8:
Busters, Chuck E. Cheese, etc), and arcades.

Grocery/Drug/Convenience Stores (GDC): A retail store that 1) primarily provides a wide variety of
food and consumables, but also sells health and beauty care items, pharmaceuticals, and related products
and services, or 2) primarily offers pharmacy services but can also sell a wide variety of consumer
products, or 3) is usually located near busy roads or interstates and provides a convenient location to
purchase a wide variety of consumable goods and gasoline services gas stations and truck stops).

Super Center/Wholesale Clubs (SCWC): A retail or warehouse style store, typically larger than 50,000
square feet, that 1) offers one-stop shopping for customers by providing a wide range of consumer products
at discounted prices, or 2) requires customers to pay a membership fee in order to shop for discounted
merchandise.

Specialty Mass (SMC): A retail store that 1) offers one or a few categories of merchandise and sells a
Wide selection of merchandise in those categories at discounted prices, or 2) is typically smaller than
50, 000 square feet and offers a wide range of consumer products at discounted prices This channel
encompasses mass retailers that don? qualify for another distribution channel and therefore contains a
wide range of retail formats including stand?alone vending machines.

29

The University of Washington- MGCL i NIKE Retail Product License Agreement

 

Licensee Name: Nike USA Inc.

Autherized Brands: NIKE BRANDS

Authorized Channels:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Institution
Approved Distribution Channels
CAMP REST RRET TDLR OPC DPT BDPT GLFS SGSS SMT AMP CDC SCWC SMC
University 
30

The University of Washington? IMGCL 1' NIKE Reta? Product License Agreement

 

APPENDIX 

ROYALTY STATEMENT 

The Collegiate Licensing Company

Royalty Reporting Form

[Team Name] Report

Reporting
Period:
Licensee:

Product Category

01A
018
01C
01D
01E
01H
01H
01H
0101V-
A
01V-
A
01V-
8

.8
01W
01W
01W
01W
01X
01X
01Y
06A
07E

Apparel
Apparel
Apparel
Apparel
Apparel
Apparel
Apparel
Apparel
Apparel
Apparel
Apparel
Apparel
Apparel
Apparel
Apparel
Apparel
Apparel
Apparel

Apparel

Apparel

. Apparel

Apparel

Apparel
Apparel
Apparel
Apparel
Apparel
Apparel
Apparel

. Apparel

Non?Apparel
Non-Apparel

Nike Team Sports

APR 2014 JUN 2014
Nike Team Sports
Sub?Category

T?s Tanks

Outerwear

Headwear

Bundles
Jerseys/Uniforms

Other

Polo Shirts

Shorts

T:Shirts

Adult Fleece

Performance

Accessories

Fleece Tops Bottoms
Other Outerwear 
Polar Fleece
Jackets Vests
Baseball Caps
Fashion Headwear

Authentic Jerseys

Replica Jerseys

Fashion Jerseys

Performance Golf/Polo Shirts

Performance Apparel

Golf/Polo Shirts (h0n~perlorrnance)
Tank Tops

Knit Tops

Sweaters

Shorts

Pants, Jeans Leggings

Miscellaneous

Equipment

Footwear

31

1 The University of washington? IMGCL NIKE Retail Product License Agreement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMGCL

CODE



Total Sales Rate Royalty Due

$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00

 

 

 

 

 

 

 APPENDIX 

MGCL OFFICIAL LABEL

 

32

The University of Washington IMGCL i NEG: Retail Product License Agreement

 

APPENDIX 

SPECIAL AGREEMENT REGARDING
LABOR STANDARDS AND CORPORATE SOCIAL RESPONSIBILITY

This is an Agreement between NIKE USA, Inc, a corporation organized under the laws of the state of Oregon, having its
principal place of business at One Bowerman Drive, Beaverton, Oregon 97005? 6453 (?Licensee?), and College Licensing
LLC, a Georgia limited liability company, having its principal place of business at 1075 Peachtree Street Suite 3300, Atlanta,
Georgia 30309 as agent on behalf of the University of Washington (Collegiate Institution)

WHEREAS Licensee and IMGCL, contemporaneously with their entry into this Agreement, are entering into a Retail Product
License Agreement involving the use of Collegiate Institution indicia (together with all appendices, thereto, the ?License Agreement? 

WHEREAS the Collegiate Institution is committed to sourcing products which bear the Licensed Indicia only from licensees
and manufacturers that use fair labor practices and conduct business in a socially responsible manner;

WHEREAS defined terms not de?ned herein will have the same meanings as ascn'bed to such terms in the License Agreement.

NOW, THEREFORE, in consideration of the parties? mutual covenants and undertakings, and other good and valuable
consideration the receipt and suf?ciency of which are acknowledged, the parties agree as follows:

1. LICENSEE OBLIGATIONS
Licensee agrees to the following:

A. Labor Code Standards. Licensee shall ensure that all domestic or foreign parties producing Licensed Articles or applying
Licensed lndicia of Collegiate Institution (?Manufacturers?) comply with the MGCL Labor Code Standards attached as
Schedule I for the manufacturing of Licensed Articles under the License Agreement Labor Code Standards?).
only and con?rms a shared commitment with Collegiate Institution and IMGCL to addressing labor issues in the
subcontracted factories engaged to make Licensed Articles. Notvvithstanding anything to the contrary in this Agreement,
the IMGCL Labor Code Standards attached to this Agreement as Schedule I, or the Licensing Agreement, the IMGCL
Labor Code Standards apply, and any and all references to Licensee in the IMGCL Labor Code Standards shall be deemed
to apply, exclusively to Manufacmrers.

B. Factory Monitoring. Licensee engages independent third parties to conduct audits of NIKE supplier factories The
Collegiate Institution has designated both the Worker Rights Consortium (WRC) and the Fair Labor Association (FLA) as
itsindependent labor rights monitors. Licensee is a member of the FLA (and shall participate in one of the applicable
categories) and FLA is an. independent third party monitor for the licensee. Licensee will continue to comply with its
obligations to participate in and remain in good standing with the FLA under'the applicable category. Licensee and the
WRC have agreed to a Protocol for Monitor Investigations of Nike Supplier Factories (?Protocol?), which is incorporated
herein as Exhibit A. Licensee agrees to comply with its obligations under the terms of the Protocol for all Manufacturers.
Collegiate Institution may participate in discussions facilitated by a designated college or university between Nike and the
WRC en a regular basis, and at other times if concerns arise in the carrying out of any portion of this protocol. Collegiate
Institution may invite other universities to participate in these discussions. 

C. Factory Disclosures. On not less than a quarterly basis, Licensee shall identify and provide information regarding each
Manufacturer to or the Collegiate Institution designee. For each Manufacmrer, Licensee will provide the factory
name, contact name, address, phone number, email address, products produced, and satiric of business association with
the Licensee. Such information will be provided on an IMGCL or designated form. The Collegiate Institution reserves the
right to disclose this information to third parties, without restriction as to its further distribution.

D. Wages. licensee recognizes that wages are essential to meeting employees? basic needs. Licensee shall require
Manufacturers to pay employees, as a floor, at least the minimum wage required by local law or the local prevailing

industry wage, whichever is higher, and to provide legally mandated bene?ts. Licensee shall report annually to
Collegiate Institution on its efforts to achieve a living wage standard for Manufacturer employees and contracted or

33

The University of Washington? IMGCL .1 NIKE Retail Product License Agreement

subcontracted workers engaged in the production of licensed Articles. A living wage is de?ned as compensation that is
sufficient to meet employees? basic needs and provide some discretionary income.

E. Licensee Corporate Responsibility Licensee shall make information regarding its supply chain and corporate social
responsibility policies and practices available and will collaborate with Collegiate Institution to share best practices and
discuss issues of concern

. F. Remediation. Licensee will use its best efforts. including all available economic leverage including exit, to cause
Manufacturers to remediate any violations identi?ed by the WRC and/or FLA. To the extent that a disagreement exists
between Licensee and a Collegiate Institution as to whether an identi?ed violation has been fully remediated, Licensee
agrees to discuss in good faith the differences with that Collegiate Institution. IMGCL may terminate the License
Agreement without cause on behalf of any Collegiate institution at the request of that Collegiate Institution, including
whether the Collegiate Institution determines that Licensee has failed to effectively remediate a violation within a time
period that is reasonable with respect to the nature and extent of the violation.

G. Bangladesh Accords Licensees that source Licensed Articles from Manufacturers inaBangiadesh must Sign the Accord on
Fire and Building Safety in Bangladesh (?Accord?) Licensee agrees to be identified among Accord signatories at
httn; zilh-aniadeshaccord orsut and provide written documentation to IMGCL and the Collegiate Institution to

this effect prior to sourcing Licensed Articles from Manufacuirers in Bangladesh.

     

Licensee?s failure to comply with any of its obligations under this Section shall be considered a breach of the License
Agreement.

2. TERM

rl'his Agreement shall begin effect on the last date of signature below and shall terminate upon the termination, revocation,
cancellation or expiration of the rights granted Licensee under the License Agreement with respect to affected Collegiate Institution(s).
Any renewal(s) of said License Agreement shall constitute renewal of this Agreement.

3. 

The determination that any provision of this Agreement is invalid or unenforceable shall not invalidate this Agreement, and the
remainder of this Agreement shail be valid and enforceable to the fullest extent permitted by iaw.

4. N0 WAIVER, MODIFICATION, ETC.

This Agreement, including attachments, constitutes the entire agreement and understanding between the parties and cancels,
terminates, and supersedes any prior agreement or understanding relating to the subject matter hereof between Licensee, IMGCL and
the Collegiate Institution. There are no representations, promises, agreements, warranties, covenants or understandings other than those
contained herein. None of the provisions of this Agreement may be waived or modified, except expressly in writing signed by both
parties. However, failure of either party to require the performance of any term in this Agreement or the waiver by either party of any
breach shalt not prevent subsequent enforcement of such term nor be deemed a waiver of any subsequent breach.

5. MSCELLANEOBS
When necessary for appropriate meaning, a plural shall be deemed to be the singular land singular shall be deemed to be the
plural The attached Schedules and Riders are an integral part of this Agreement. Paragraph headings are for convenience only and

shall not add to or detract from any of the terms or provisions of this Agreement This Agreement shall be construed In accordance with
the laws of the state of Georgia, which shall be the sole jurisdiction for any disputes.

34

The University of Washington IMGCL .1 NIKE Retait Product License Agreement

 

IN WITNESS WHEREOF, the games hereto have signed this Agreement. Signatures transmitted electronically by portable
document format (pdf) ?le er facsimile shall be binding for all purpeses hereof; 

LICENSEE: NIKE USA, Incl College Licensing, LLC

if?) r? w?

 


By: Brian Fairben By: 3?06 Hutchinson
Title: NCAA Business Director Title: Sr. Vice Resident

35

The University of Washington? IMGCL I NIKE Retail Product License Agreement

 

 

IMGCL Labor Code Standards
Schedule I

1. Introduction: IMG College Licensing and the Collegiate Institutions represented by 
(?Collegiate Institutions?) are each committed to conducting their business affairs in a socially responsible and
ethical manner consistent with their respective educational, research andlor service missions, and to protecting and
preserving the global environment. While and the Collegiate Institutions believe that Licensees share this

. commitment, IMGCL and certain Collegiate Institutions have adopted the following labor Code Standards (the
?Code?) which requires that all Licensees, at a minimum, adhere to the principles set forth in the Code.

Throughout the Code the term ?Licensee? shall include all persons or entities which have entered into a written
?License Agreement? with IMGCL to manufacture ?Licensed Articles? (as that term is de?ned in the License
Agreement) bearing the names, trademarks and/or images of one or more Collegiate Institutions. The term
?iicensee? shall for purposes of the Code, and unless otherwise speci?ed in the Code, encompass all of Licensees?
contractors, subcontractors or manufacturers which produce, assemble or package ?nished Licensed Articles for
the consumer.

II. Standards: Licensees agree to operate work places and contract with companies whose work places adhere to the
standards and practices described below. IMGCL and the Collegiate Institutions prefer that Licensees exceed these
standards. 

A. Legal Compliance: Licensees must comply with all applicable legal requirements of the country?es) of

. manufacture in conducting business related to or involving the production or sale of Licensed Articles. Where
there are differences or con?icts with the Code and the laws of the country(ies) of manufacture, the higher
standard shall prevail, subject to the following considerations. In countries where law or practice conflicts with
these labor standards, Licensees agree to consult with governmental, human rights, labor and business
organizations and to take effective actions as evaluated by IMGCL, the applicable Collegiate Institution(s) or
their designee, and the applicable Licensee(s) to achieve the maximum possible compliance with each of these
standards. Licensees ?lrther agree to refrain from any actions that would diminish the protections of these labor
standards.

B. Employment Standards: Licensees shall comply with the following standards:

1. Wages and Bene?ts: Licensees recognize that wages are essential to meeting employees? basic needs.
Licensees shall pay employees, as a floor, at least the minimum wage required by local law or the local
prevailing industry wage, whichever is higher, and shall provide legally mandated benefits.g

2. Working Hours: Except in extraordinary business circumstances, hourly and/or quota-based wage employees
shall not be required to work more than the lesser of 48 hours per week and 12 hours overtime or 
the limits on regular and overtime hours allowed by the law of the country of manufacture or, where the
laws of such country do not limit the hours of work, the regular work week in such country plus 12 hours
overtime; and (ii) be entitled to at least one day off in every seven day period.

3. Overtime Compensation: In addition to their compensation for regular hours of work, hourly andfor quota:
based wage employees shall be compensated for overtime hours at such a premium rate as is legally required

 

and the Collegiate Institutions will continue to monitor these issues and will promote studies that
examine conditions and factors related to minimum and prevailing wages and employees? basic needs.

36

The University of Washington- NIKE Retail Product License Agreement

in the country of manufacture or, in those countries where such laws do not exist, at a rate at least equal to
their regular hourly compensation rate.

4. Child Labor: Licensees shall not employ any person at an age younger than 15 (or 14, where, consistent
with International Labor Organization practices for developing countries, the law of the country of
manufacture allows such exception). Where the age for completing compulsory education is higher than
the standard for the minimum age of employment stated above, the higher age for completing compulsory
education shall apply to this section. Licensees agree to consult with governmental, human rights and
nongovernmental organizations, and to take reasonable steps as evaluated by IMGCL, the applicable

Collegiate Institution(s) or their designee, and the applicable Licensee(s) to minimize the negative impact
on children released from employment as a result of implementation or enforcement of the Code.

5. Forced Labor: There shall not be any use of forced prison labor, indentured labor, bonded labor or other
forced labor. 

6. Health and Safety: Licensees shall provide a safe and healthy working environment to prevent accidents
and injury to health arising out of, linked with, or occurring in the course of work or as a result of the
operation of Licensee facilities.

7. NondiScrimination: No person shall be subject to any discrimination in employment, including hiring,
salary, bene?ts, advancement, discipline, termination or retirement, on the basis of gender, race, religion,
age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin.

8. Harassment or Abuse: Every employee shall be treated with dignity and respect. No employee shall be
subject to any physical, sexual, or verbal harassment or abuse. Licensees will not use or
tolerate any form of corporal punishment.

9. Freedom of Association and Collective Bargaining: Licensees shall recognize and respect the right of
employees to freedom of association and collective bargaining.

37

The University of Washington? IMGCL I NIKE Retail Product License Agreement

 

Labor Code Standards
Rider to Schedule I

Women?s Rights:

1.

sets



Women workers will receive equal remuneration, including bene?ts, equal treatment, equal evaluation of the
quality of their work, and equal opportunity to fill all positions as male workers.

Pregnancy tests will not be a condition of employment, nor will they he demanded of employees.

Workers who take maternity leave will not face dismissal nor threat of dismissal, loss of seniority or deduction
of wages?, and will be able to remm to their former employment at the same rate of pay and bene?ts.

Workers will not be forced or pressured to use contraception.

Workers will not be exposed to hazards, including glues and solvents, that may endanger their safety, including
their reproductive health. 

Licensees shall provide appropriate services and accommodations to women workers in connection with

pregnancy.

38

The University of Washington- Retail Prodect License Agreement

 

FLA
Principles of Fair Labor and Responsible Sourcing

Schedule II

Principles of Fair Labor and ResPonsibIe Sourcing
Each Licensee comply with the monitoring requirements adopted by the Collegiate Institution
including but not limited to participation in the Fair Labor Association labor code

monitoring program.
1. Workplace Standards: Company Af?liate establishes and commits to clear standards.
1.1 Company Af?liate establishes and articulates clear, written workplace standards

1.2

that meet or exceed those embodied in the FLA Workplace Code of Conduct.
3) Af?liate has written workplace standards
b) Workplace standards meet the FLA Workplace Code of Conduct

Company Af?liate leadership formally Commits to uphold workplace standards

and to integrate them into company business practices.

a) Demonstrated commitment from CEO/owner to upholding and
integrating workplace standards

2. Responsibility and Head Office/Regional Training: Company Af?liate identi?es and
trains speci?c staff responsible for implementing workplace standards and provides
training to all head of?ce and regional staff.

2.1.1

2.2

2.3

Company Af?liate identifies the person(s) responsible for administering and

implementing its workplace standards compliance program.

a) Organizational chart designating title, name and contact information of
reSpo'nsible individuaks)

b) Job description(s) or other equivalent to demonstrate relevant
responsibilities

Company Af?liate trains the responsible for administering and

implementing its workplace standards compliance program.

a) Appropriate training or other professional development to qualify the
staff person(s) 

b) Training content includes:
- Collective bargaining,
- Union engagement,
?9 Effective worker-management communication channels

c) Training feedback or behavioral changes that demonstrate participant
knowledge gained 

Company Affiliate ensures that training is provided to all head of?ce and

regional staff on the company?s commitment to workplace standards and the
integration of standards into business practices. Training occurs at onboarding

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and refresher training is conducted annually.

Percentage of head of?ce and regions; staff that? received training .

Training feedback or behooioroi Changes that demonstrate participant knowledge
gained

Evidence of cocoa? refresher training

3. Supplier Training: Company Af?liate obtains commitment and trains relevant supplier
- management on workplace standards and tracks effectiveness of supplier workforce

training.

3.1

3.2

3.3

3.4

3.5

Company Af?liate formally conveys workplace standards to suppliers and

receives written acknowledgment of standards and commitment to uphold them.

3) Percentage of contract facilities providing written commitment to uphold
standards and remediate noncompliance 5

Company Af?liate obtains written agreement from suppliers to facilitate periodic

as,sessrnents including those organized by the FLA, and to actively contribute to

consequent remediation activities

a) i?ercentage of contract facilities providing Written agreement to facilitate
periodic assessments

Company Af?liate conditions future business with suppliers upon continuous

improvement of workplace conditions.

a) Policy on the use of workplace conditions information in factory
evaluations

b) Demonstrated example of workplace conditions information used in
factory evaluations

c) Demonstrated action taken for failure to improve

Company Af?liate ensures that workplace standards are accessible, to workers,

managers and supervisors in written form and relevant languages

a) Percentage of contract facilities :11 which the affiliate veri?ed that
workers, managers, and supervisors have access to written workplace
standards to relevant languages

Company Af?liate ensures that workers, managers and supervisors are trained on

workplace standards at regular intervals to take account of labor turnover.

a) Percentage of contract facilities in which the af?liate verified
performance and frequency of ongoing workplace standards training

b) Training feedback or behavioral changes that demonstrate participant
knowledge gained

4 Functioning Grievance Mechanisms: Company Af?liate ensures workers have access to
functioning grievance mechanisms, which include multiple reporting channels of which
at least one is confidential.

4.1

4.2

4.3

Company Af?liate ensures there are functioning grievance mechanisms at

contract facilities.

a) Evidence of supplier grievance mechanisms

b) Evaluation of the effectiveness of supplier grievance mechanisms
Where local mechanisms are not functioning, Company Af?liate

provides alternative channels for workers to contact the brand directly and

confidentially

a) Evidence that alternative grievance channels have been provided by the
brand, if applicable

Company Af?liate ensures training and communicationis provided to all

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University of Washington?{MGCL I NIKE Retail Product License Agreement

 

workers about the grievance mechanisms.

a) Percentage of contract facilities for which af?liate veri?ed annual
training on grievance mechanisms

Training feedback or behavioral changes that demonstrate participant
knowledge gained .

4.4 Company Af?liate ensures that grievance mechanisms lack penalty and have at

least one confidential reporting channei.

a) Evaluative evidence that grievance mechanisms lack penalty

b) Evaluative evidence of at least one confidential reporting channel

5. Monitoring: Company Af?liate conducts workplace standards compliance monitoring.
5.1 Company Affiliate condocts pie-sourcing assessment of contract facilities to
review compliance with workplace standards.
a) Percentage of contract facilities added within the reporting period that
were monitored for workplace standards prior to sourcing

5.2 Company Af?liate monitors contract facilities regularly to assess compliance
with workplace standards.

a) Percentage of contract facilities monitored for workplace standards by
affiliate within the reporting period
b) Evidence of a risk analysis approach in prioritizing assessments
5.3 Company Affiliate ensures that its monitoring program includes, but is not
limited to:
- - Worker interviews,
- Consultation with unions or worker representative structures
(where applicable),
Management interviews,
- Documentation review,
- Visual inspection, and
Occupational safety and health review.
a) Monitoring documentation that includes all appropriate elements

5.4 Company Af?liate ensures that, where relevant, monitoring is consistent with
applicable terms in collective bargaining agreements.
a) Verification by af?liate of terms and Conditions related to workplace
standards in contract facilities with collective bargaining agreements

6. Collection and Management of Compliance Information: Company Af?liate collects,
manages, and analyzes workplace standards compliance information.
6.1 Company Af?liate maintains a complete and accurate list of contract facilities

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and collects and manages compliance and workplace information.
a) A complete and accurate list of contract facilities including:
- Address and contact information,
Historic audit data,
Possible root causes of noncompliance,
Previous labor disputes,
Incidents,
Accidents, and
Presence of unions or worker representative structures
6.2 Company Af?liate analyzes trends in noncompliance ?ndings.
a) Documentation of analysis of trends
b) Documentation that identi?es and tracks repeating forms of
noncompliance as well as those that most negatively impact workers

7. Timely and Preventative Mediation: Company Af?liate works with suppliers to
remediate in a timely and preventative manner.
7.1 Company Af?liate provides regular follow-up and oversight to implement
corrective action following assessments. 

A) Documented process for following up on remediation

b) Evidence of consultation with unions or worker representative structures
on remediation, as appropriate

c) Documented collaborative process of developing remediation plans

7.2 Company Af?liate works with the supplier to determine root causes and take
action to prevent future noncompliance in contract facilities.
a) Documented collaborative process of root cause analysis
b) Evidence of actions taken to prevent future noncompliance

7.3 Company Af?liate records and tracks the progress and effectiveness of
remediation for internal assessments.
21) Evidence that remediation progress is tracked to completion
b) Demonstrated process to determine effectiveness of remediation plans

8. RESPONSIBLE PURCHASING PRACTICES: Company af?liate aligns planning and
purchasing practices with commitment to workplace standards.
8.1 Company Af?liate has formal, written policies and procedures for planning and

purchasing that

l) articulate the many complexities involved in their global supply chains,

7 including different supplier business models, and

2) Require relevant internal representatives to work with suppliers to reduce

negative impacts on working conditions.
These policies and procedures shall address alignment of ?nancial terms with
FLA Workplace Standards, adequacy of lead time provided (considering, for
example, availability of inputs, testing, design changes, and production capacity)
to produce excessive overtime, unauthorized subcontracting, or other
negative impacts, and balanced annual planning efforts to eliminate negative

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University of NIKE Retail Product License Agreement

outcomes (Le. lower ef?ciency, poor labor retention, and longer throughput) that
arise from traditional seasonal order demand.

a) Policies and procedures that address:
Element 1 and 2,
- Financial terms,
Lead time, and
Balanced planning
b) Frequency of review by senior management to assess impacts of

planning and purchasing on compliance 

8.2 All relevant business and compliance staff and any contracted agent/intermediary
are trained and knowledgeable of the consequences of their planning and
purchasing practices on working conditions in order to mitigate negative impacts
on code compliance.

3.) Percentage of relevant business staff compliance staff and any
agent/intermediary trained

b) Training feedback or behavioral changes that demonstrate participant
knowledge gained

c) Frequency of refresher training

d) Systems for periodic evaluation of training

8.3 Company Af?liate holds relevant staff and any contracted agent/intermediary
accountable for the implementation of planning and purchasing practices that
help avoid negative impacts on workers and working conditions.

a) Job descriptions andfor annual performance reviews of relevant staff
include accountability for carrying out responsible planning and

purchasing practices

b) Company has an integrated internal strategy that drives awareness for
responsible planning and purchasing practices at all levels of the
company

c) Company tracks and analyzes suggestions/ideas to avoid negative
impacts on the workplace

d) Number of suggestions that are implemented

8.4 Company Af?liate staff responsible for planning and purchasing decisions
engage with their labor compliance colleagues, any? contracted
agent/intermediary and suppliers in regular and dialogue throughout
the production process and when problems arise to support operations at the
factory level and to seek to avoid or mitigate negative impacts on workers and/or
compliance with code standards at supplier facilities. 

a) Documented process to facilitate dialogue among key departments, with
any contracted agent/intennediary, as well as between supplier and buyer
(each represented by staff from ali key departments) to analyze and
review impact.

b) Frequency of relevant dialogues

4c) Evidence that buyer contributes constructive feedback

(1) Evidence of continuous measured improvements through open dialogue

8.5 Company Af?liate provides positive incentives for suppliers and/or facilities
producing in a socially responsible and sustainable manner and, if applicable,

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University of NEKB Remit Product License Agreement

 

having internal systems aligned with FLA Principles.

a) Documented system to evaluate suppliers and/or facilities
b) Availability of positive incentives
0) Percentage of suppliers and/or facilities receiving incentives
9. Consultation with Civil Society: Company Af?liate identi?es, researches and engages
with relevant governmental organizations, trade unions and other civil society
institutions.

9.1 Company Af?liate develops a civil society organization (CSO) outreach strategy
that re?ects the geographical distribution of production.

a) A strategic plan for local CSO outreach and engagement that takes into
account high risk and production volume

b) Documented mapping of (3805 that considers criteria and relevancy

9.2 Company Af?liate develops and maintains links to relevant C80 3 to gain
understanding of local labor issues.

a) 4 Evidence of efforts to engage with CSOs in all high risk and high volume
countries 

b) Percentage of sourcing countries where the af?liate has relationships
with CSOs

9.3 Company Af?liate strategizes with C805 and lmowledgeable local sources in

the design and implementation of workplace standards compliance programs.

a) Demonstrated engagement with CSOs in the design and implementation
of workplace standards compliance strategies including:

- Trainings,
- Worker communication channels, or
- Facility site-speci?c remediation plans
9.4 Company Af?liate consults with supplier management and legally constituted
unions or worker representative stru?cmres to gain an understanding of relevant
- relationships.

3.) _Step-by?step procedure for relevant stafflassessor use in gaining an
understanding of union structures in all sourcing countries, speci?cally
within its supplier base, and demonstration of procedure implementation

b) Evidence of consultation with all relevant parties regarding speci?c,
existing relationships between supplier management and any legally
constituted unions or worker representative structures

10. Verification Requirements: Company Af?liate meets FLA veri?cation and program

requirements.
10.1 Company Af?liate maintains standard operating procedures related to FLA
af?liation.

a) Standard operating procedures related to FLA affiliation
10.2 Company Af?liate participates in FLA due diligence activities, including
assessments at contract facilities and company headquarters, as applicable.

a) Participation in applicable FLA due diligence activities
b) IEA corrective action plans submitted within the timeframe designated in
the IEA Procedures

c) EA remediation updates provided to the FLA every 6 months
16.3 Company Affiliate completes a standardized annual report on ful?llment of

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University of Washington?IMGCL I NIKE Retail Product License Agreement

Principles of Fair Labor and Responsible Sourcing.
a) Timely completion of the annual seifaassessment
10.4 Company Af?liate maintains a complete and accnrate profile and list of contract
facilities with the FLA.
Pro?le updated within the past year
b) Contract facility list is up?to-date at the beginning of the selection
process of each IEA cycle
1_0.5 Company Af?liate responds to FLA requests for documentation, contracts,
information and clari?cation in a timely manner.? .
a) Frequency that company appeared on a FLA staff report for failure to
meet Principles
b) Company representative'eontribution to the FLA by attending and/or
hosting an FLA Board meeting or participating actively on a Working
Group or Committee within the past year
10.6 Company Af?liate pays annual dues and applicablefees on seheduie.

Company pays dues and fees in full and on time.

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University of NIKE Retail Product Lioense Agreement

 

EXHIBIT A

PROTOCOL FOR WRC INVESTIGATIONS
0F NIKE FACTORIES

I) Request for Access

A)

B)

KC)

The Worker Rights Consortium will provide Nike, ?110., (?Nike?) with a written request for access to a
speci?c Nikesupplier factory, for the purpose of conducting an investigation of working conditions at the
factory or to confirm remediation as described in Section KB). The WRC will provide the substantive reasons
for the request when requesting access to the factory. If requested by the WRC, Nike will not disclose the
reasons for requesting access to the factory.

ike will use its best efforts, using all available economic leverage including exit, to facilitate access to the
factory, including its facilities and personnel, within ?fteen (15) days from receiving the written
request. In extraordinary circumstances, Nike will use its best efforts, using all available economic leverage
including exit, to facilitate access no more than twenty-one (21) days from receiving the written request.
In the event that an urgent problem is reported at the factory, Nike will facilitate access for the WC as soon as
possible. Consistent with Section the WRC will have the ability to retum to the factory, after its initial
visit, to confirm that remediation has occurred.

To the extent possible, Nike will share records of audits that have been conducted at the factory by Nike?s staff,
its agents, or other organizations. Nike and the WRC will discuss any ?ndings that have been made and
corrective actions that have been recommended or implemented. The WRC will review and giVe due
consideration to ?ndings reached by other organizations that have previously conducted audits or assessments
in the factory.

II) Investigation

A)

B)

C)

D)

The WRC will be permitted to take photographs, copy documents, and interview factory workers and managers.

Following an inspection, or in lieu of inspection when determined by the WRC, Nike will use its best efforts to
ensure the WRC has access to physical or electronic records needed to complete the investigation.

Nike?s staff or its agents may be present in the factory during the investigation. The WRC will make
best efforts to coordinate logistics with other entities. If coordinating schedules between Nike or its agents and
the WRC would cause a significant delay, then Nike will facilitate separate access to the factory for the WRC.
When necessary, the WRC will be permitted to review personnel records or interview factory workers or
managers in private in order to protect confidentiality and anonymity.

The WRC will protect the confidentiality of competitive or proprietary information related to Nike or the
factory obtained during its investigation.

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University of Washington?M601, I NIKE Retail Product License Agreement

 

HI) Remediation and Reporting

A) The WRC will provide reasonable notice, including a detailed summary of ?ndings, to Nike prior to publishing

B)

its factory report in order to include commitments from Nike or the factory regarding remediation, or for Nike
or the factory to demonstrate that appropriate corrective actions have been taken or are in process. The WRC
may communicate its findings, prior to the publication of its report, to the factory owners, the factory workers,
their representatives, government of?cials, and/or other buyers, and will discourage these parties from
prematurely circulating this information. The WRC will not communicate its ?ndings to any parties other than
these prior to publication of its report. In its factory report, the WRC will identify all brands and retailers that it
knows to be sourcing from the factory and Specify which of them are university licensees sourcing university
apparel.

Nike and the WRC will work with the factory and, if possible, non?collegiate apparel brands and retailers
sourcing from the factory to develop a remediation plan within a reasonable time after Nike receives the
summary of ?ndings. To the extent that the WRC Icarus that the factory manufactures university?

licensed products for other university licensees, the WRC will engage all university licensees sourcing from the

factory to discuss its findings and work together on a remediation plan. IfNike and the WRC agree on the
needed outcome of remediation but disagree on the process of achieving remediation, the parties will discuss
such differences, and the WRC will retain the absolute right to express its regarding
remediation in its reports.

In the event that a problem identi?ed at the factory is of such an urgent nature (for example, where there is an

imminent danger to workers? health and safety, or where a mass dismissal of workers is imminent or has
occurred) that immediate reporting is necessary, the WRC will notify Nike and pubiiciy report the problem.

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University of Washington-MGR I NIKE Retail Product License Agreement