by NIKE in - media.oregonlive.com · corporation ("NIKE"), and the ARIZONA BOARD OF REGENTS contracting solely for and on behalf of ARIZONA STATE UNIVERSITY ("UNIVERSITY") effective

SPONSORSHIP AGREEMENT

This Agreement is made and entered into by and between NIKE, USA Inc., an Oregoncorporation ("NIKE"), and the ARIZONA BOARD OF REGENTS contracting solely for and onbehalf of ARIZONA STATE UNIVERSITY ("UNIVERSITY") effective as of the 1st day of July,2008.

WHEREAS, NIKE desires to provide UNIVERSITY with certain athletic product andequipment for use by certain of its Intercollegiate Athletic Programs; and

WHEREAS, NIKE and the UNIVERSITY desire to formalize, amend or otherwise renderconsistent the basis upon which such products are to be provided to UNIVERSITY and theconditions to which use of such products shall be subject;

The parties agree to the following terms and conditions:

1. PURPOSE.

The purpose of this Agreement is to provide for the supply of certain apparel andaccessories (or footwear only, as appropriate per sport), defined as "Products" in thecurrent Trademark License Agreement between the parties hereto (the `TrademarkLicense"), on an annual basis from NIKE to the UNIVERSITY for use of the Products byArizona State University, in accordance with this Agreement, and thereby furtherUNIVERSITY's educational mission by improving opportunities for student-athletes byfreeing resources which might otherwise be used for purchase of apparel, footwear andother accessories.

2. TERM.

This Agreement shall remain in full force and effect for a period of six (6) "Contract Years",from July 1, 2008 through June 30, 2014 (the "Initial Term"), unless extended by NIKE in

accordance with Paragraph 9(a) below or sooner terminated in accordance with the termsand conditions hereof (collectively, the "Term"). For purposes of this Agreement , "Contract

Year" shall mean each consecutive twelve (12) month period from July 1 through June 30

during the Term. This Agreement shall be interpreted as a series of one -year agreements,automatically renewed for the duration of the "Term" unless terminated pursuant to the

terms hereof.

3. SPONSOR'S SUPPLY OF PRODUCTS, PRE-EXISTING AGREEMENTS.

(a) Each Contract Year, unless otherwise specified, in consideration of the rightsgranted by UNIVERSITY to NIKE under this Agreement, NIKE shall supply toUNIVERSITY, free of charge, a mutually determined NIKE Products supply package(which, at NIKE's discretion, may be "NTS" or in-line product and may or may notbear any NIKE Marks) for use by (or in connection with) "Intercollegiate AthleticPrograms" (as defined in the Trademark License Agreement), and by (or inconnection with) UNIVERSITY and/or Coach associated camps (e.g., camp T-shirts)and clinics, and allocable on a per program basis in the Athletic Department'sdiscretion. The aggregate retail value of supplied product for each Contract Yearshall be as set forth in the table below: In addition to the foregoing, for each seasonin which the football team participates in a post-season bowl game, NIKE shallsupply to UNIVERSITY, at no charge, one hundred (100) pairs of football shoes forsuch game.

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1 st Contract Year (2008-09) $1,350,0002nd Contract Year (2009-10 ) $1,375,0003rd Contract Year (2010-11) $1,400,0004th Contract Year (2011-12) $1,425,0005th Contract Year (2012-13) $1,450,0006th Contract Year (2013-14 ) $1,475,0007th Contract Year (option Year, 2014- 15) $1,600,000

Such Product will be consistent with the quality of Product NIKE currently supplies toother Arizona public universities and that NIKE supplies to other premier universityathletic programs . The exact styles , sizes, delivery dates , and quantities of suchNIKE Products shall be mutually determined by NIKE and UNIVERSITY (and subjectto subparagraph (2) below ) for each Contract Year. UNIVERSITY may, at its solediscretion , order and purchase from NIKE (at NIKE 's published wholesale price, oras otherwise provided below with respect to the purchase of football shoes andfootball gloves , and subject to NIKE 's standard sales terms and conditions)additional quantities of the foregoing merchandise NIKE Products or componentsthereof subject to UNIVERSITY procurement policies, if applicable.

All Products to be supplied by NIKE hereunder shall be delivered F.O.B. toUNIVERSITY. Only properly submitted orders from UNIVERSITY's Athletic Directoror any authorized representative of UNIVERSITY's Athletic Director shall be filled byNIKE. No carry -over of unordered annual allotments of merchandise from oneContract Year to another shall be allowed . If an order (or orders) for any entireannual allotment of merchandise for any designated Intercollegiate Athletic Programis (or are ) not received by NIKE prior to the conclusion of any Contract Year, thensuch program shall be deemed to have waived any right to the unordered portionthereof.

(1) With regard to the purchase of football shoes and football gloves, NIKEagrees that:

(i) Each Contract Year and provided UNIVERSITY has then ordered at least350 pairs of football shoes for such year , UNIVERSITY shall be entitledto order direct from NIKE, on a "2 for 1 " basis , additional football shoesfor use by the Team, at the same time UNIVERSITY submits their annualorder for the Products . For purposes of this subsection , "2 for 1" shallmean that for every two (2) pairs of football shoes purchased from NIKE,UNIVERSITY shall receive from NIKE , free of charge, one (1) pair offootball shoes.

(ii) Each Contract Year and provided UNIVERSITY has then ordered at least500 pairs of football gloves for such year , UNIVERSITY shall be entitledto order direct from NIKE , on a "1 for 1 " basis , additional football glovesfor use by the Team, at the same time UNIVERSITY submits their annualorder for the Products. For purposes of this paragraph , "1 for 1" shallmean that for every pair of football gloves , purchased from NIKE,UNIVERSITY shall receive from NIKE, free of charge, one (1) pair offootball gloves.

NIKE/ASU Sponsorship

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(2) UNIVERSITY acknowledges that:

(i) Annual product allotments shall be delivered to UNIVERSITY generally atleast one (1) month prior to the start of the regular season for eachIntercollegiate Athletic Program and that annual allotments must typicallybe ordered 12-18 months in advance of each season to ensure timelydelivery.

(ii) From time-to-time, NIKE may elect to obtain certain apparel or accessoryProducts to be supplied hereunder (such as football game jerseys andpants) from third parties. Such Products shall, at NIKE's election and atNIKE's expense (x) bear the NIKE Swoosh Design and/or other NIKEMarks (as designated by NIKE), consistent with NCAA rules andregulations , or (y) not bear any NIKE Marks.

To facilitate product servicing under this Agreement , NIKE shall designateappropriate field representatives , as well as an internal account manager, whoseresponsibilities will include dedicated product servicing support for the UNIVERSITY.

(b) Each Contract Year, representatives of the Athletic Department (to be designated byUNIVERSITY) shall be entitled to order NIKE Products for such uses (specificallyincluding for marketing purposes ) as may be approved in writing from time-to-timeby the President of the UNIVERSITY consistent with applicable law, UNIVERSITYpolicy or NCAA or Conference rules. The aggregate maximum amount (in terms ofretail value) of product that may be ordered hereunder, free of charge, on an annualbasis shall be as set forth below:

1st Contract Year (2008-09) $150,0002nd Contract Year (2009-10) $150,0003rd Contract Year (2010-11) $150,0004th Contract Year (2011-12) $150,0005th Contract Year (2012-13) $150,0006th Contract Year (2013-14) $150,0007th Contract Year (Option Year, 2014-15) $160,000

All NIKE Products that are ordered under this subparagraph (b) must be orderedthrough the "NIKE Elite" program and are subject to procedures established by NIKEfor such purpose . No carry-over of unordered annual allotments of merchandisefrom one Contract Year to another shall be allowed.

(c) NIKE acknowledges that UNIVERSITY is party to pre-existing contracts with respectto product supply of the programs set forth on Exhibit A.

UNIVERSITY represents and warrants that set forth on Exhibit A hereto is a true andcomplete list of each company with whom UNIVERSITY has such an agreement, theprogram covered by each agreement , the supplied product and the expiration dateof such contract. The parties hereto agree that: (i) upon the expiration of each suchcontract, the subject Products, program (and any Coach thereof, subject toexpiration of any relevant personal services agreement ) shall be deemed subject toall terms and conditions of this Agreement for the balance of the Term providedNIKE matches the complimentary product quantities and cash compensation thatUNIVERSITY had then been receiving from such third-party under the pre-existingcontract between the parties.


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4. USE OF SPONSOR'S PRODUCTS.

(a) Throughout the Term, UNIVERSITY shall make NIKE Products available on anexclusive basis to each Outfitted Program and Footwear Program, as appropriate, tobe worn and/or used (with NIKE trademarks camera-visible as they customarilyappear on such product ) by Team members , Coaches and Staff during practices,games , exhibitions (including during locker room activities), clinics and /or sportscamps (that receive UNIVERSITY resources, e.g., playing field /court use, on-campus lodging , dining hall privileges), lockerroom and/or sideline/courtsidecelebrations and/or presentations , and other official or UNIVERSITY sanctionedactivities (including but not limited to photo sessions and interviews ) during whichTeam members , Coaches and Staff wear and/or use Products and provided thatUNIVERSITY has control over the activity and, with respect to ball use, the right todesignate the game ball to be used . UNIVERSITY shall require all such Coachesand Team and Staff members to wear and/or use exclusively NIKE Products (asprovided above and with NIKE trademarks camera-visible as they customarilyappear on such product) during such activities . Notwithstanding anything in theforegoing to the contrary , NIKE acknowledges that any Coach's wearing of non-athletic footwear and apparel in connection with his or her official coaching duties, asappropriate , shall not constitute a breach of this Paragraph.

(b) UNIVERSITY shall require that no Team member, Coach or Staff member shall:

(1) Alter or permit the alteration of any NIKE Product (regardless of source) wornor used by them to resemble a non-NIKE Product, or

(2) Wear any non -NIKE Products which have been altered to resemble NIKEProducts.

(c) UNIVERSITY shall (1) require that during all Intercollegiate Athletic Programactivities no Team member , Coach or Staff member shall wear and/or use anyFootwear , or (in the case of Outfitted Programs ) Products (as those terms aredefined in the Trademark License Agreement ) bearing camera-visible manufactureror brand identification (which , for purposes of this provision, include product that isdistinctive by design ) other than NIKE, and (2) take such measures as may beappropriate to eliminate any non -compliance with the foregoing requirements.

(d) UNIVERSITY acknowledges that a pattern or practice of "spatting " or otherunauthorized taping , so as to cover any portion of the NIKE logo on the NIKE athleticfootwear worn by members of the Teams during practices, games , exhibitions,clinics , sports camps and other occasions during which Team members wearathletic footwear , is inconsistent with the purpose of this Agreement and theacknowledgment of NIKE 's sponsorship to be derived from it by NIKE and is amaterial breach of this Agreement . For purposes of this Agreement , a "pattern ofspatting" shall deem to exist if during any game three (3) or more "Skill Position"players (i.e., receivers , offensive and defensive backs, and quarterbacks) appearon-field with spatted or taped NIKE footwear; or (ii) any starter at a Skill Positionshall appear on-field with spatted or taped NIKE footwear on two (2) or moreoccasions in any season after NIKE has provided UNIVERSITY with written notice ofsuch unauthorized spatting.

(1) Notwithstanding the foregoing prohibition against spatting, occasional, isolatedspatting or taping as is deemed to be a bona -fide medical necessity in


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instances where such determination is made in-game /in-training in response toa then -sustained injury, shall not be deemed a breach of this Agreement.

(2) Further, in the event any Team member is unable to wear NIKE footwear dueto a bona fide medical condition as evidenced by a certification by the Team'sphysician or a podiatrist, then such Team member shall be permitted to wearnon-NIKE footwear provided all visible manufacturer 's identification is tapedover or otherwise covered so as to completely obscure such manufacturer'sidentification.

(e) UNIVERSITY shall not permit the trade name, trademark, name , logo or any otheridentification of any person, company or business entity other than NIKE, orUNIVERSITY if approved by NIKE , or, subject to Paragraph 19 below, relevantNCAA , Conference , Bowl or Tournament entities or sponsors (but UNIVERSITYacknowledges that in no event shall it be permitted to place on NIKE Products theMarks of any Product manufacturer or supplier, other than NIKE), to appear on NIKEProducts worn or used by Coaches, Staff or Team members.

5. ADDITIONAL PRODUCTS.

From time-to-time during the term of this Agreement, NIKE may add to its Products lineone or more items of sports equipment . If at any time during the Term NIKE shall have abona fide intention to expand its Products line by adding any such item (s), then NIKE shalluse best efforts to give UNIVERSITY one hundred twenty ( 120) days advance writtennotice of the particular item(s) then in development by NIKE . When such new product isavailable , NIKE shall supply UNIVERSITY , free of cost , a reasonable supply of suchproduct for use in practice and other appropriate field-testing opportunities. IfUNIVERSITY has not already entered into or substantially negotiated a product supplyagreement with a third party for the same product once such item is commercially availablefrom NIKE, then subject to the approval of the Athletic Department as to the quality,performance and appropriateness of such product , and further subject to such productmeeting all applicable NCAA equipment specifications or limitations , and subject to anylimitations in pre -existing supply agreements between UNIVERSITY and third parties, suchitem(s) shall thereafter be deemed to be included in "Products" as defined in theTrademark License Agreement and "NIKE Products " as defined in therein and covered inall pertinent respects by the terms hereof. NIKE shall supply UNIVERSITY, free of chargeif University so desires , with sufficient additional complimentary quantities for such purposeto be mutually agreed upon by the parties , including quantities equal to or greater than thequantities of any comparable item(s ) which UNIVERSITY , Team members, Coachesand/or Staff members , are then receiving from a third party , or any greater amount asNIKE and UNIVERSITY shall agree in writing , and UNIVERSITY shall thereupon distribute,as is appropriate , such new item(s) to Team members , Coaches and/or Staff members foruse pursuant to the terms of this Agreement , unless UNIVERSITY is contractually orotherwise precluded from doing so.

6. PROMOTIONAL APPEARANCES.

Each Contract Year , upon reasonable prior notice and subject to coaching commitments orother employment obligations to UNIVERSITY , UNIVERSITY shall cause (i) the headcoach of each Flagship Program to make up to three (3) personal appearances inconnection with the promotion of the relationship between NIKE and UNIVERSITY , and (ii)the head coach of each non -Flagship Program to make one (1) personal appearance in


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connection with the promotion of the relationship between NIKE and UNIVERSITY.UNIVERSITY acknowledges that, except as provided below, no Coach shall receive anyadditional compensation for such appearances; provided, however, NIKE may requestappearances by a Coach in addition to the number specified above and for any suchadditional appearance agreed to and made, NIKE shall pay such Coach an appearance feeas mutually agreed upon by the parties within thirty (30) days after such appearance hasbeen made. NIKE shall pay all reasonable and necessary travel and related out-of-pocketexpenses incurred by each Coach in connection with any such appearances.

7. NIKE SPONSOR BENEFITS.

(a) Each Contract Year, UNIVERSITY shall provide NIKE with the following sponsorbenefits at no additional cost to NIKE except as otherwise indicated:

(1) NIKE shall receive tickets to home games (and neutral site games , and awayfootball games , as indicated below ) for each Intercollegiate Athletic Program inaccordance with the following:

PROGRAM No. TICKETS

Football (for each home game, ex-cept as otherwise provide below)

1 press box pass + 6 best available ticketsand 2 sideline passes'

Football (NIKE "Game-day") If requested by NIKE, once each season, for1 designated home game, a total of 40tickets (i.e., 34 tickets in addition to theabove-indicated 6 tickets) to one mutuallyagreed game for NIKE to host, at itsexpense , a hospitality event.

Football (away) 6 best available tickets

Bowl games 10

Basketball (M) 6

Basketball Tournament (M) 10

Basketball (W) 6

Basketball Tournament (W) 10

All Other Programs 4

UNIVERSITY shall use best efforts to provide the best available lower leveltickets , which tickets UNIVERSITY shall use best efforts to provide in blocks ofseats . UNIVERSITY shall use best efforts to fulfill NIKE's requests forquantities of tickets , in addition to those quantities specified above , as it mayreasonably request , such tickets to be best available and made available forNIKE's purchase at face-value.

(2) (i) "VIP" parking at all football and basketball games; and (ii) an exclusive arealocated within the tail -gate area at Sun Devil Stadium , for NIKE hospitality

1 Sideline passes shall be for use by NIKE service people.


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events in conjunction with each home game (set-up and catering expenses tobe paid by NIKE).

(3) At each home game played at the Wells Fargo Arena and Sun Devil StadiumNIKE shall receive , if requested , (i) a mutually determined number of camera-visible signs which prominently display a NIKE sponsorship message or othermutually agreed communication (e.g., an if "You Let Me Play" type promo); and(ii) a suitable , high-traffic location within each venue which NIKE may, at itsoption and expense , set up a merchandise display and sell NIKE Products (butonly to the extent UNIVERSITY is able, through its best efforts , to secure suchright for NIKE).

(4) At each home game of each Intercollegiate Athletic Program at which anelectronic message board (or other electronic messaging system) is used, asapplicable , suitable in -game board messages as mutually agreed.

(5) Prominent NIKE name and/or logo recognition in the media guides whereopportunity exists for such incidental exposure at no additional cost toUNIVERSITY.

(6) When possible and appropriate, cooperate with NIKE in connection with theopportunity to stage a mutually agreeable number of promotional events and/orcontests around designated home games/competitions, which events orcontests may occur pre-game , during half-time or post-game.

(7) Reasonable access to Intercollegiate Athletic Program activities, whereappropriate and controlled by UNIVERSITY, for the purpose of shooting GamePhotos or Game Footage (as those terms are defined in the TrademarkLicense Agreement) and/or conducting and taping post-game interviews.

(8) NIKE shall be permitted , upon its reasonable request , to use mutually agreedupon UNIVERSITY facilities in connection with community based programsand events held by NIKE (such as its NIKE Foundation, formerly known asP.L.A.Y., program ). Such use shall be subject to applicable UNIVERSITYpolicies.

(9) In addition to the above , UNIVERSITY shall use best efforts to afford NIKEadvance notice and the opportunity to consider participation in additionalathletic department advertising opportunities , in any media , made available byUNIVERSITY during the Term.

(b) It is the intent of UNIVERSITY that the signs and messages described in Sections7(a)(3), (4), and (5) conform with the "qualified sponsorship " rules of section 513(i)of the Internal Revenue Code , and to ensure such qualification , the UNIVERSITYshall have the right to modify the text of such signs and message , or the manner inwhich they are displayed , to conform with these rules.

8. USE OF UNIVERSITY MARKS.

Nothing herein shall be interpreted to permit NIKE to use UNIVERSITY trademarks,tradenames , tradedress , servicemarks , logotypes, logos, symbols , emblems, name,copyrights or other proprietary marks or intellectual property of whatever nature , whetherregistered or not registered , other than as provided under the Trademark LicenseAgreement.


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9. NIKE EXTENSION OPTION , RIGHTS OF FIRST DEALING & FIRST REFUSAL.

(a) NIKE shall have the option , in its discretion, to extend this Agreement for anadditional period of one (1) Contract Year (and provided it is extendedsimultaneously with the extension of the Trademark License ), upon the same termsas apply with respect to the Initial Term (except that annual consideration shall be asset forth in Paragraph 3 with regard to each indicated Option Year ), exercisableupon written notice of its election furnished to UNIVERSITY by no later than July 1,2013.

(b) At NIKE 's request , UNIVERSITY shall negotiate with NIKE in good faith with respectto the terms of a renewal of this Agreement. The parties shall not be obligated toenter into an agreement if they cannot settle on mutually satisfactory terms . Prior totwelve (12) months before the expiration of the term (i.e., July 1 , 2013 , or July 1,2014 if the extension option has been exercised , the "Exclusive Negotiating EndDate"), UNIVERSITY shall not (nor shall UNIVERSITY permit its agents, attorneys orrepresentatives to) engage in discussions or negotiations with any third partyregarding product supply with respect to any Products, or sponsorship of anyIntercollegiate Athletic Program (or similar supply or promotional arrangement) withrespect to any Products after the Term ("Product Supply /Endorsement").

(c) During the Term and for a period of ninety (90) days thereafter, NIKE shall have theright of first refusal for Product Supply/Endorsement, as follows. If UNIVERSITYreceives any bona fide third party offer at any time on or after the ExclusiveNegotiating End Date with respect to any Product Supply/Endorsement,UNIVERSITY shall submit to NIKE in writing the specific terms of such bona fidethird party offer . NIKE shall have fifteen (15) business days from the date of itsreceipt of such third party offer to notify UNIVERSITY in writing if it will enter into anew contract with UNIVERSITY on terms no less favorable to UNIVERSITY than thematerial, measurable and matchable terms of such third party offer. If NIKE sonotifies UNIVERSITY within such 15-day period, UNIVERSITY shall enter into acontract with NIKE on the terms of NIKE 's offer . If NIKE fails or declines to betterthe material, measurable and matchable terms of such third party offer within such15-day period, UNIVERSITY may thereafter consummate an agreement with suchthird party on the terms of the offer made to UNIVERSITY. Prior to the ExclusiveNegotiating End Date , UNIVERSITY shall not solicit, consider or present to NIKE,and NIKE shall not be obligated to respond to, any third party offer for any ProductSupply/Endorsement.

10. LABOR STANDARDS.

NIKE acknowledges and confirms a shared commitment with UNIVERSITY to improvingthe working conditions in the subcontracted factories engaged to make Arizona StateUniversity licensed product sold at retail under license from the UNIVERSITY's licensingagent , the Licensing Resource Group ("LRG"). Accordingly , NIKE represents and agreesthat ( i) all retail licensed products bearing the UNIVERSITY Marks shall be manufactured inaccordance with the Workplace Code of Conduct of the Fair Labor Association (the "FLACode"), attached hereto as Exhibit B; (ii) all NIKE subcontracted factories used inconnection with the manufacture of such licensed product, as well as apparel bearingUNIVERSITY Marks that is supplied to UNIVERSITY hereunder for Intercollegiate AthleticProgram use ("Special Make-up Apparel ), shall be disclosed to UNIVERSITY and subjectto NIKE internal , and independent external, systematic monitoring in accordance with the


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workplace standards and guidelines of the Fair Labor Association ("FLA"); (iii) NIKE shalladdress non -compliance with, as applicable , the FLA Code or FLA standards in aneffective and timely manner ; and (iv) NIKE shall furnish to UNIVERSITY on an annualbasis summary reports with respect to the implementation and enforcement of the FLACode, and the monitoring of factories where UNIVERSITY licensed product and/or SpecialMake-up Apparel is manufactured.

11. RIGHT OF TERMINATION BY UNIVERSITY.

UNIVERSITY shall have the right to terminate this Agreement immediately upon writtennotice to NIKE at any time without further obligation if:

(a) The Arizona Legislature fails to appropriate whatever funds may be necessary, ifany, to fulfill UNIVERSITY's obligations under this Agreement . However,UNIVERSITY's right to terminate under this sub-paragraph shall be limited totermination of NIKE 's rights only with respect to the unfunded program or obligation;

(b) NIKE is adjudicated insolvent , ceases to substantially do business or declaresbankruptcy;

(c) NIKE fails to make payment to UNIVERSITY of any sum due pursuant to theTrademark License Agreement within thirty (30) days following NIKE 's receipt ofwritten notice from UNIVERSITY that such payment is past due;

(d) NIKE materially breaches this Agreement , which breach NIKE fails to cure withinthirty (30) days of NIKE's receipt of written notice from UNIVERSITY specifying suchbreach; or

(e) NIKE shall be in material breach of the FLA Code , as determined by a mutuallyagreeable independent monitor , which breach NIKE fails to cure within thirty (30) days(if curable within a 30-day period ) following NIKE 's receipt of written notice fromUNIVERSITY specifying such breach . If for logistical or other reasons, it is impossiblefor NIKE to completely cure a particular condition within thirty (30) days, UNIVERSITYshall afford NIKE a mutually agreeable commercially reasonable period of time toachieve complete cure . For purposes of this subparagraph only, "in material breach"shall mean recurring material code violations by a contractor which NIKE has , despiteknowledge of a contractor 's recurring violations, failed to remedy.

12. RIGHT OF TERMINATION BY NIKE.

NIKE shall have the right to terminate this Agreement immediately upon written notice toUNIVERSITY if:

(a) Any Flagship Program is placed on NCAA probation resulting in a ban on post-season competition for longer than one playing season or any ban on televisionappearances , or UNIVERSITY ceases for any reason to field a Division I team in anyof the Flagship Programs , or UNIVERSITY exercises its termination right underParagraph 11(a) above;

(b) Members of any Team fail to wear or use NIKE Products during -practices , games,exhibitions, clinics, sports camps or other occasions during which Team memberswear or use Products , or wear NIKE Products altered , spatted or taped , in violationof the provisions of Paragraph 4 above which breach UNIVERSITY fails to cure, ifcurable, within thirty (30) days of NIKE's delivery of written notice to UNIVERSITY ofany such breach;


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(c) UNIVERSITY, the NCAA, the Conference or any assignee thereof (including anylicensing agent or broadcast partner of the foregoing ) enacts, adopts or accedes toany regulation , restriction , prohibition or practice that materially deprives NIKE of thepromotional benefits and/or product/brand exposure contemplated by thisAgreement including , but not limited to, (i) any material diminution of NIKE's logoplacement rights (in terms of size, location placement , color prominence and/ornumber of placements) on Product or Licensed Product, including any total ban onthe placement of camera-visible logo identification on Authentic CompetitionApparel, (ii) "air brushing" NIKE identification from still photography or footage, or(iii) use of L-VIS technology or other "virtual signage" or electronic/computer imagingtechnology that alters , substitutes or replaces NIKE's stadium/arena signageappearing in UNIVERSITY's home venues pursuant to this Agreement (includingNIKE logo identification that appears on uniforms ) with other commercialidentification that is seen by home television viewers and which deprivation ofpromotional benefits and/or product/brand exposure UNIVERSITY fails to cure, ifcurable, within thirty (30) days of NIKE's delivery of written notice to UNIVERSITY ofsuch deprivation;

(d) UNIVERSITY breaches any representation or agreement under Paragraph 20 belowor any other material term of this Agreement, which breach UNIVERSITY fails tocure, if curable, within thirty (30) days of NIKE's delivery of written notice toUNIVERSITY of any such breach; or

(e) The Trademark License Agreement is terminated , or the NIKE trademark licensewith the Licensing Resource Group for the retail sale of Arizona State Universitylicensed product (the "Retail License") is terminated or the weighted average royaltyrate under the Retail License is increased above ten percent (10%).

13. INDEMNIFICATION.

NIKE shall defend , indemnify and hold harmless UNIVERSITY , its agents , trustees,directors , officers , employees and agents, and all members of the Teams (collectively,"UNIVERSITY Parties ") from and against all suits , actions, claims, judgments , damages,losses , liabilities , costs and expenses, including reasonable attorney fees , (collectively,"Claims") incurred by any UNIVERSITY Parties arising out of or relating to: (i) NIKE'sbreach of any material term of this Agreement ; or (ii) the acts or omissions of NIKE, orthose of its employees and/or agents , provided NIKE is given prompt written notice of andshall have the option to undertake and conduct the defense of any such Claim subject tothe approval of the Arizona Attorney General if applicable . In any instance to which theforegoing indemnities pertain , UNIVERSITY Parties shall cooperate fully with and assistNIKE in connection with any such defense subject to limitations in applicable law, and noUNIVERSITY Party shall enter into a settlement of such Claim, unless UNIVERSITYwaives its right of indemnification with respect to such UNIVERSITY Party hereunder, oradmit liability or fault on the part of NIKE without NIKE's prior written approval.


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14. REMEDIES.

UNIVERSITY and NIKE agree that , in the event that either party breaches any materialterm or condition of this Agreement , in addition to any and all other remedies available tothe other party at law or in equity , such other party shall be entitled to seek injunctive relieffrom such further violation of this Agreement, pending litigation as well as on finaldetermination of such litigation , without prejudice to any other right of such other party.

15. NOTICES.

All notices , statements and payments provided for herein shall be in writing and deemedgiven if sent postage prepaid via registered or certified mail, or by express courier serviceor facsimile with confirmed delivery , to the parties at the addresses given below , or suchother addresses as either party may designate to the other. Any written notice shall bedeemed to have been given at the time it is sent addressed to the parties as set forthbelow . It is UNIVERSITY' s obligation to notify NIKE of any address change.

NIKE USA, Inc.One Bowerman DriveBeaverton , OR 97005-6453Attn: Legal Dept., Contracts Admin-istrator (if faxed , to 503-646-6926)

ARIZONA BOARD OF REGENTS,for and on behalf of Arizona State UniversityAttn: Director of AthleticsArizona State UniversityPO Box 872505Tempe, AZ 85287-2505

16. RELATIONSHIP OF PARTIES.

Nothing contained in this Agreement shall be construed as establishing anemployer/employee, partnership or joint venture relationship between UNIVERSITY andNIKE.

17. ASSIGNMENT/DELEGATION/PASS THROUGH.

This Agreement may not be assigned by either party except upon mutual writtenagreement.

18. WAIVER.

The failure at any time of UNIVERSITY or NIKE to demand strict performance by the otherof any of the terms , obligations or conditions set forth herein shall not be construed as acontinuing waiver or relinquishment thereof, and either party may, at any time , demandstrict and complete performance by the other party of such terms, obligations andconditions.

19. SEVERABILITY.

Every provision of this Agreement is severable . If any term or provision hereof is held tobe illegal , invalid or unenforceable for any reason whatsoever , such illegality , invalidity orunenforceability shall not affect the validity of the remainder of this Agreement or any otherprovision and the illegal , invalid or unenforceable provision shall be deemed by the partiesas replaced by such substitute provision as shall be agreed between the parties, in suchform and substance as shall be legally valid, and as shall accomplish as near as possiblethe purpose and intent of the invalidated provision.

20. ADDITIONAL REPRESENTATIONS.

(a) UNIVERSITY represents and agrees that:


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(1) In accordance with this Agreement , it shall cause all Coaches, Staff and Teammembers to use/wear NIKE Product (with NIKE trademarks camera-visible asthey customarily appear on such product) that has been actually supplied toUNIVERSITY pursuant to this Agreement.

(2) To the best of UNIVERSITY's knowledge, no agreement , contract,understanding or rule of any national , international or collegiate governing bodyexists which would prevent or limit performance of any of the obligations ofUNIVERSITY hereunder.

(3) Other than NIKE's logo or other identification , UNIVERSITY shall not permitcamera -visible manufacturer or brand identification on any Product (which, forpurposes of this provision , include product that is distinctive by design) for"Outfitted Programs " and, in the case of "Footwear Programs", "Footwear" (asthose terms are defined in the Trademark License Agreement ) worn/used by anyTeam, Coach or Staff.

(4) Upon execution of this Agreement, it shall not distribute any eyewear , other thanthat which has been supplied by NIKE , to Coaches , Staff or members of anyIntercollegiate Athletic Program.

(5) Neither UNIVERSITY nor any Coach nor Staff member is party to any oral orwritten Agreement , contract or understanding which would prevent, limit orhinder the performance of any obligations hereunder of UNIVERSITY, Coach orStaff . UNIVERSITY further represents and agrees that during the TermUNIVERSITY will not:

(i) Sponsor , endorse or allow any Coach or Staff member of any OutfittedProgram to sponsor or endorse Products , or allow any Coach or Staffmember of any Footwear Program to sponsor or endorse Footwear , sold byany manufacturer or seller of Products other than NIKE;

(ii) Enter into, or allow any Coach or Staff member of any Outfitted Program toenter into , any endorsement, promotional , consulting or similar agreement(including the sale of signage or other media) with any party other thanNIKE that is a manufacturer or seller of Product (except that an agreementmay be entered into with a party that is only incidentally engaged in themanufacture or sale of t -shirts and Products, an "incidental manufacturer"),or allow any Coach or Staff member of any Footwear Program to enter intoany such Agreement with any person or entity other than NIKE thatmanufactures , sells, licenses or is brand -identified to Footwear such ascertain traditional fashion sports brands;

(iii) Sell to any person or entity Products supplied (or sold ) hereunder by NIKEor any other third party;

(iv) Permit the trade name , trademark , name , logo or any other identification ofany party other than NIKE that is a manufacturer or seller of Products(except for that of an incidental manufacturer ) to appear on signagecontrolled by UNIVERSITY; or

(v) Permit Athletic Department executive administration, Coaches or Staff,while acting in a capacity as a University representative , to take any actioninconsistent with this Agreement.


13

(6) Notwithstanding anything in this Agreement to the contrary, UNIVERSITY will notenter into, or allow any Coach or Staff member to enter into, any product supply,sponsorship , endorsement, promotional, consulting or similar agreement(including the sale of signage or other media , or acceptance of any considerationwhatsoever) with regard to golf balls with any party other than NIKE. The partiesacknowledge that nothing herein shall be construed as prohibiting UNIVERSITYfrom purchasing and using golf balls manufactured by a company (orcompanies) other than NIKE provided such other company (or companies) is, asof the date hereof , principally known in the sporting goods industry as amanufacturer of golf balls (e.g., Titleist, Callaway or Dunlop ) and such purchaseis not on any basis that is not otherwise available to the public.

(7) That it shall use best efforts to ensure that no advertiser within the NIKE productcategory , other than NIKE, shall be permitted to sponsor any "coach" televisionand/or radio show associated with the Coach of any Outfitted Program.

(8) It has the full legal right and authority to enter into and fully perform thisAgreement in accordance with its terms and to grant to NIKE all the rightsgranted herein.

(b) NIKE represents and agrees that:

(1) It will use best efforts to cure any non-material breach within a commerciallyreasonable period.

(2) It has the full legal right and authority to enter into and fully perform thisAgreement in accordance with its terms and grant to UNIVERSITY all the rightsgranted herein.

(3) Its display of its trademarks on uniforms, footwear , equipment and apparelsupplied to UNIVERSITY shall comply with applicable NCAA regulations,including Bylaw 12.5.4.

21. CONFIDENTIALITY.

UNIVERSITY shall not (nor shall it permit or cause its employees , agents orrepresentatives to) disclose the financial or other material terms of this Agreement, themarketing plans of NIKE , or other confidential material or information disclosed toUNIVERSITY ( including information disclosed during audit), to any third party , except asUNIVERSITY deems consistent with applicable law, including but not limited to the ArizonaPublic Records statutes.

22. CAPTIONS.

Paragraph captions and other headings contained in this Agreement are for referencepurposes only and are in no way intended to describe , interpret , define or limit the scope,extent or intent of the Agreement or any provision hereof.

23. SET-OFF.

NIKE shall have the right to set -off any amounts owed by UNIVERSITY to NIKE pursuantto this Agreement , or otherwise , against any amounts owed by NIKE to UNIVERSITY.

24. TAXES.

The parties agree that any taxes or other levies assessed or charged will be born by theparty assessed or charged. UNIVERSITY makes no representations regarding the tax


14

ramifications of NIKE's provision of Products pursuant to this Agreement, and NIKE entersthis agreement on reliance only upon the advice of its own counsel.

25. ARBITRATION.

The parties agree that should a dispute arise between them in any manner concerning thisAgreement, and the dispute involves Fifty Thousand Dollars ($50,000) or less in moneydamages including interest, costs or attorneys' fees, the parties will submit the matter toArbitration in Maricopa County, Arizona, pursuant to the Arizona Supreme Court Rules forCompulsory Arbitration, except that the decision of the arbitrator shall be final and bindingupon the parties, and the arbitrator's total award may not exceed Fifty Thousand Dollars($50,000).

26. CONFLICT OF INTEREST.

This Agreement is subject to the provisions of A.R.S. 38-511 and the State of Arizona maycancel this Agreement if any person significantly involved in negotiating, drafting, securingor obtaining this Agreement for or on behalf of the Arizona Board of Regents becomes anemployee in any capacity of NIKE or a consultant to NIKE (other than Coaches as definedin the Trademark License Agreement) with reference to the subject matter of thisAgreement while the Agreement is in effect.

27. DISCRIMINATION.

The parties agree to be bound by applicable state and federal rules governing EqualEmployment Opportunity and Non-Discrimination.

28. ENTIRE CONTRACT.

As of the effective date hereof, this Agreement shall constitute the entire understandingbetween UNIVERSITY and NIKE and may not be altered or modified except by a writtenagreement, signed by both parties. Any previous agreements between UNIVERSITY andNIKE shall have no further force or effect.

The Ari na oard of Regents, onbehalf f n na State University

NIKE USA, Inc.

Petet H. Koehler, Jr.Regional Counsel/USA Region


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EXHIBIT APre-existing Contracts

PROGRAM SUPPLIEDPRODUCT

SPONSOR NAME CONTRACTEXPIRATION

Baseball Uniforms, Catcher's Wilson OngoingGear, BattingHelmets, Bats,Gloves, Balls,Wristbands, Bags

Volleyball Volleyballs Molten Ongoing


16

EXHIBIT B

WORKPLACE CODE OF CONDUCT

Forced Labor There shall not be any use of forced labor, whether in the form of prison labor, indenturedlabor, bonded labor or otherwise.

Child Labor No person shall be employed at an age younger than 15 (or 14 where the law of thecountry of manufacture* allows) or younger than the age for completing compulsory education in thecountry of manufacture where such age is higher than 15.

Harassment or Abuse Every employee shall be treated with respect and dignity. No employee shall besubject to any physical, sexual, psychological or verbal harassment or abuse.

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

Health and Safety Employers shall provide a safe and healthy working environment to preventaccidents and injury to health arising out of, linked with, or occurring in the course of work or as a resultof the operation of employer facilities.

Freedom of Association and Collective Bargaining Employers shall recognize and respect the rightof employees to freedom of association and collective bargaining.

Wages and Benefits Employers recognize that wages are essential to meeting employees' basicneeds. Employers shall pay employees, as a floor, at least the minimum wage required by local law orthe prevailing industry wage, whichever is higher, and shall provide legally mandated benefits.

Hours of Work Except in extraordinary business circumstances, employees shall (i) not be required towork more than the lesser of (a) 48 hours per week and 12 hours overtime or (b) the limits on regular andovertime hours allowed by the law of the country of manufacture or, where the laws of such country donot limit the hours of work, the regular work week in such country plus 12 hours overtime and (ii) beentitled to at least one day off in every seven day period.

Overtime Compensation In addition to their compensation for regular hours of work, employees shallbe compensated for overtime hours at such premium rate as is legally required in the country ofmanufacture or, in those countries where such laws do not exist, at a rate at least equal to their regularhourly compensation rate.

*All references to local law throughout this Code shall include regulations implemented in accordance with applicable local law.

Fair Labor Association - 1505 22nd Street, NW - Washington, DC 20037


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Workplace CodeNIKE Rider 1

Full Public Disclosure:

NIKE shall disclose to UNIVERSITY or its designee the location (including factory name,contact name , address, phone number , e-mail address , products produced , and natureof business association ) of each factory used in the production of all items which bearLicensed Indicia . Such information shall be updated upon change of any factory sitelocation . UNIVERSITY reserves the right to disclose this information to third parties,without restriction as to its further distribution.


18


Women's Rights1. Women workers will receive equal remuneration, including benefits, equal treatment,

equal evaluation of the quality of their work, and equal opportunity to fill all positions asmale workers.

2. Pregnancy tests will not be a condition of employment, nor will they be demanded ofemployees.

3. Workers who take maternity leave will not face dismissal nor threat of dismissal, loss ofseniority or deduction of wages, and will be able to return to their former employment atthe same rate of pay and benefits.

4. Workers will not be forced or pressured to use contraception.5. Workers will not be exposed to hazards, including glues and solvents, that may

endanger their safety, including their reproductive health.6. Licensees shall provide appropriate services and accommodations to women workers in

connection with pregnancy.


NON-EXCLUSIVE TRADEMARK LICENSE AGREEMENT

This Agreement is made and entered into by and between NIKE USA, Inc., an Oregoncorporation ("NIKE"), and the ARIZONA BOARD OF REGENTS contracting solely for and onbehalf of ARIZONA STATE UNIVERSITY ("UNIVERSITY") effective as of 1st day of July, 2008.

WHEREAS, UNIVERSITY fields and maintains nationally recognized athletic teams innumerous sports (and retains the coaches and staff in connection therewith) and owns all right,title and interest in and to the names, nicknames, mascots, trademarks, service marks,copyrights, logographics and/or symbols, and any other recognized reference to UNIVERSITYor its "Intercollegiate Athletic Programs" (as defined below); and

WHEREAS, NIKE is a sports and fitness company engaged in the manufacture,distribution and sale of athletic and athleisure footwear, apparel and related accessories;

WHEREAS, UNIVERSITY has determined that the NIKE Products specified under thisAgreement best suit the apparel, footwear, and certain accessory and equipment needs ofcertain of UNIVERSITY's athletic teams as specified below; and

WHEREAS, NIKE desires to support UNIVERSITY and its Intercollegiate AthleticPrograms and Cheerleading Program through the manufacture and supply of product, andproduction and sale of replica apparel and payment of royalties thereon pursuant to atrademark license as described below, and consistent with NIKE's in effect trademark licensewith UNIVERSITY's current licensing agent, the Licensing Resource Group ("LRG"), for theretail sale of product (the "Retail License");

NOW, THEREFORE, in consideration of the mutual promises, terms and conditions setforth herein, it is agreed as follows:

1. DEFINITIONS.

As used in this Agreement, the terms set forth below shall be defined as follows:

(a) "NIKE Group" shall mean NIKE USA, Inc., NIKE Retail Services, Inc. (d/b/aNikeTown), their parent company NIKE, Inc., its licensees, distributors, subsidiariesand any successor company.

(b) "UNIVERSITY License" shall mean the limited and licensed right to use the names,nicknames, mascots, trademarks, service marks, logographics and/or symbols, andany other recognized proprietary reference to UNIVERSITY or its IntercollegiateAthletic Programs (collectively, the "UNIVERSITY Marks") in connection with themanufacture, advertisement, promotion and sale of "NIKE Products" (as definedbelow), subject to the express prior written approval of the University's TrademarksLicensing Office (hereinafter "TLO") on a case-by-case basis and, as NCAA orArizona Board of Regents rules may require, the President of the University(hereinafter "President"), and subject to the limitations set forth in this Agreement.

(c) "Intercollegiate Athletic Program(s)" shall mean certain organized NCAA team andindividual sports (and, for the limited purposes of this agreement, includingcheerleading) sponsored by UNIVERSITY, which programs are specifically identifiedas follows: Men's & Women's Golf, Football , Baseball , Women's Soccer, Women'sSoftball, Men's & Women's Track & Field and Cross-Country, Men's & Women'sBasketball , Women's Gymnastics, Women's Volleyball, Cheer , and Men's &Women's Swimming & Diving , Men's & Women's Tennis, Women's Water Polo, andWrestling.

2

(d) "Outfitted Program (s)" shall mean the following Intercollegiate Athletic Programs forwhich NIKE will provide annual apparel and footwear product allocations pursuant torelevant sponsor or other supply agreements , which agreements are referencedhere for identification purposes only: Football , Women 's Soccer , Women's Softball,Men's & Women 's Track & Field and Cross-Country , Men's & Women 's Basketball,Women 's Gymnastics , Women 's Volleyball , Cheer , and Men 's & Women'sSwimming & Diving , Men's & Women 's Tennis, Women 's Water Polo, andWrestling.

(e) "Footwear Program (s)" shall mean the following Intercollegiate Athletic Programs forwhich NIKE will provide annual "footwear only" product allocations pursuant torelevant sponsor or other supply agreements , which agreements are referencedhere for identification purposes only: Baseball , and Men 's & Women's Golf.

(f) "Flagship Program(s)" shall mean the following Intercollegiate Athletic Programs:Football , Men's Basketball , and Women's Basketball.

(g) "Team " shall mean that group of athletes attending the UNIVERSITY's Tempecampus during the term of this Agreement and comprising the roster of eachIntercollegiate Athletic Program.

(h) "Game " shall mean game, match , meet , test or such other competition reference asis appropriate to each individual sport.

(i) "Coach " shall mean an individual employed during the term of this Agreement to actas a head coach of an Intercollegiate Athletic Program.

(j) "Staff " shall mean , collectively , all assistant coaches and strength coaches,equipment managers , trainers and any on-field/courtside staff (e.g., ballpersons,basketball stat crews , etc.) employed or assigned by UNIVERSITY during the termof this Agreement to provide services to Intercollegiate Athletic Programs, subject toConference apparel requirements in the case of on-field /courtside staff.

(k) "Contract Year " shall mean each consecutive twelve (12) month period from July 1through June 30 during the term of this Agreement.

(I) "NCAA " shall mean the National Collegiate Athletic Association.

(m) "Conference" shall mean the intercollegiate athletic conference of whichUNIVERSITY is a member.

(n) "Products" shall mean , subject to limitations in pre -existing agreements described inExhibit "A," the following:

(1) All athletic and athletically inspired or derived footwear that members of anyTeam , Coaches and/or Staff wear or may be reasonably expected to wearwhile participating in practice for or competition in their respectiveIntercollegiate Athletic Program (collectively , " Footwear");

(2) Authentic competition apparel consisting of uniforms , sideline or courtsidejackets and sweaters , game-day warm-ups, basketball shooting shirts , footballplayer capes, wool and fitted caps, windsuits , rainsuits, sideline or courtsidepants , shorts and shirts, and similar apparel, and practicewear (collectively,"Authentic Competition Apparel ") that members of any Team , Coaches and/orStaff wear or may be reasonably , expected to wear while participating inpractice for or competition in their respective Intercollegiate Athletic Program,but specifically excluding Celebration Apparel , as that term is defined herein;

NIKE/ASU Trademark

3

(3) All other apparel articles of an athletic or athleisure nature including tank-tops,T-shirts, sweatsuits, separates and other body coverings , and accessories ofan athletic or athleisure nature, including headwear, headbands, wristbands,bags, socks, hand -towels , and receiver 's and linemen's gloves, that membersof any Team , Coaches and/or Staff wear or use or may be reasonablyexpected to wear or use while participating in practice for or competition in theirrespective Intercollegiate Athletic Program , but specifically excludingCelebration Apparel, as that term is defined herein;

(4) Footballs (effective July 1, 2005);

(5) Protective eyewear , eyewear with performance attributes and sunglasses,sports timing devices (including wristwatches , race timers , stopwatches, etc.and devices used for competition or training that are also used in combinationwith timing devices such as heart -rate monitors or calorimeters); and

(6) Other sports equipment as NIKE may add to its Product lines from time-to-timeduring the term of this Agreement and subject to the provisions of Paragraph11 below and other applicable approval provisions of this Agreement.

(o) "Videos" shall mean sports-themed instructional and entertainment home videoproducts.

(p) "Games" shall mean sports -themed video , computer, electronic, arcade and virtualreality games and devices.

(q) "NIKE Products " shall mean all Products in connection with which, or upon which,the NIKE name , the Swoosh Design , the NIKE AIR Design, the Basketball PlayerSilhouette ("Jumpman ") Design or any other trademarks or brands (e.g., Bauer,Sports Specialties ) now or hereafter owned and/or controlled by NIKE (collectively,"NIKE Marks") appear, but specifically excluding Celebration Apparel, as that term isdefined herein.

(r) "Celebration Apparel " shall mean a product (e.g., T-shirts and caps ) bearingUNIVERSITY Marks which is designed to commemorate the UNIVERSITY 's victoryin an applicable championship (e.g., victory in bowl game or tournament) which iscommonly worn by Team members, Coaches and Staff immediately following theevent on-field, in the locker room, and/or at a UNIVERSITY-sponsored celebration ofthe championship, and also includes any replica item of apparel which thereafter ismade available for sale to the public.

2. TERM.

This Agreement shall remain in full force and effect for a period of six (6) Contract Years,from July 1 , 2008 through June 30 , 2014, (the "Initial Term"), unless extended by NIKE inaccordance with Paragraph 10(a) below or sooner terminated in accordance with theterms and conditions hereof (collectively , the "Term"). This Agreement shall beinterpreted as a series of one-year agreements, automatically renewed for the duration ofthe Term unless terminated pursuant to the terms hereof.

3. ACKNOWLEDGMENT OF PRE-EXISTING PRODUCT SUPPLY.

UNIVERSITY represents and agrees that set forth on Exhibit A hereto is a true andcomplete list of each company with whom UNIVERSITY has a pre -existing contract withrespect to an exclusive right to supply product for required in -competition use by anyIntercollegiate Athletic Program , and the expiration date of such agreement.

NIKE/ASU Trademark

4

UNIVERSITY is not prohibited from entering into exclusive supply agreements with othercompanies for products that are not included in the definition of Products in thisAgreement and subject to the provisions of Paragraph 24 below, nor from renewing anypre-existing contracts with companies listed on Exhibit A.

4. NIKE'S PRODUCT SUPPLY AGREEMENT & UNIVERSITY'S USE OF PRODUCT.

In accordance with the sponsorship agreement between the parties entered intocontemporaneously with this Agreement (the "Sponsorship Agreement'), each ContractYear, NIKE shall supply to UNIVERSITY, free of charge, NIKE Products (which, at NIKE'sdiscretion, may be "NTS" or in-line product and may or may not bear any NIKE Marks) foruse by Intercollegiate Athletic Programs. Such Product will be consistent with the qualityof Product NIKE currently supplies to other Arizona public universities and that NIKEsupplies to other premier university athletic programs. Throughout the Term,UNIVERSITY shall, in accordance with and subject to the Sponsorship Agreement, fullydistribute such NIKE Products to each Outfitted Program and Footwear Program as isappropriate and require that all such product that is actually supplied to UNIVERSITYshall be worn/used (with NIKE trademarks camera-visible as they customarily appear onsuch product) by the intended recipient Team members, Coaches and Staff.

5. GRANT OF TRADEMARK LICENSE.

For good consideration more fully described herein including royalties referred to herein orin the Retail License, the adequacy of which is hereby acknowledged by the parties, theUNIVERSITY hereby grants to NIKE (and its corporately related entities within the NIKEGroup) as part of the UNIVERSITY License (as that term is defined in Paragraph 1(b)above), and NIKE hereby accepts, (i) the right to use such appropriate product supplierdesignations as the parties may agree upon (collectively, the "Designations"); and (ii) thelimited license to utilize (subject to the express prior written approval of the TLO on acase-by-case basis, and the approval provisions of Paragraph 8 below) the UNIVERSITYLicense, as that term is defined and limited herein, and/or Designations worldwide, in anymedia (now known or hereafter created) including, but not limited to, the worldwide web,CD-ROM and other interactive and multi-media technologies. Such license shallspecifically be limited to the following:

(a) The right to utilize Marks in connection with the manufacture, advertising, marketing,promotion and sale of NIKE Products and the NIKE brands, and in the productionand distribution of NIKE sports themed games and programming as limited herein.

(b) The right to utilize Marks in supplying Products (which may bear UNIVERSITYMarks) to each Outfitted Program and Footwear to each Footwear Program and touse the Designations pursuant to the limitations set forth herein.

(c) The right to manufacture and sell (subject to additional limitations in this Agreement,and the terms of the Retail License) NIKE Products bearing or incorporatingUNIVERSITY Marks and to conduct promotions with and through NIKE retailaccounts.

(d) The non-exclusive right to use, as set forth herein, game photographs ("GamePhotos"), videotape and/or film footage ("Game Footage") of any and allIntercollegiate Athletic Program subject to applicable NCAA rules and regulationswith respect to the depiction of eligible athletes, subject to limitations upon theUNIVERSITY's ownership of copyright in and to such Game Photos and GameFootage, and subject to NIKE receiving permission from both the owner of the GamePhotos and Game Footage as well as the athlete depicted therein, as appropriate.

NIKE/ASU Trademark

5

NIKE expressly acknowledges that UNIVERSITY may not have rights to the GamePhotos or Game Footage, and that this provision does not contemplate authorizationto use such items. In connection therewith, at NIKE's request, UNIVERSITY shallpermit NIKE to utilize, consistent with this Paragraph 4, Game Photos and GameFootage (owned and/or controlled by UNIVERSITY), without a use fee, other thanreasonable search and edit charges, subject to NIKE acquiring permission ofdepicted athletes as appropriate.

(e) The non-exclusive right to use UNIVERSITY Marks, Game Photos, Game Footage,accounts and portrayals in programming (however, such programming rights shallbe exclusive to NIKE within the athletic footwear, apparel, accessory and sportsequipment category).

(f) The non-exclusive right to manufacture and sell (subject to additional limitations inthis Agreement, pre-existing Video or Games licenses, and the terms of the RetailLicense) Videos and Games using Game Photos and Game Footage.

6. CASH COMPENSATION.

(a) Each Contract Year, NKE shall pay UNIVERSITY Base Compensation in theamount specified below, to be paid in two (2) equal semi-annual installments to bemade on July 1 and January 1 of each Contract Year (and subject to Paragraphs14 and 16 below):

1 st Contract Year (2008-09) $225,0002nd Contract Year (2009-10 ) $250,0003rd Contract Year (2010-11 ) $275,0004th Contract Year (2011-12) $300,0005th Contract Year (2012-13 ) $325,0006th Contract Year (2013-14) $350,0001 st Option Year 2014-15 $350,000

(b) In addition , NIKE shall pay UNIVERSITY a commitment bonus of $200,000, payablewithin thirty (30) days of full execution of this Agreement."

7. ADDITIONAL CONSIDERATION.

In addition to the cash compensation set forth above and royalties under the RetailLicense, in the event that any of the below -indicated performances are achieved, NIKEshall pay UNIVERSITY the respective bonus indicated below within thirty (30) days ofNIKE's receipt of written verification from UNIVERSITY that the relevant performance hasbeen achieved:

NIKE/ASU Trademark

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Football Basketball (m ) Basketball (w)

BCS Bowlnoncham ionshi

$15,000 -- --

BCS ChampionshipGame

$25,000 -- --

BCS Champion $25,000 -- --

Final Four Participant -- $25,000 $10,000.

NCAA Champion -- $25,000 $25,000

8. ADVERTISING APPROVALS.

(a) In the event NIKE desires to use the UNIVERSITY License, Marks or Designationsin any consumer advertising or promotion , NIKE shall first submit a sample or theconcept of the proposed advertisement or promotion to TLO for approval, whichapproval shall not be unreasonably withheld . TLO shall use its best efforts toadvise NIKE of its approval or disapproval of the sample or concept within five (5)business days of its receipt thereof. If at the end of such 5-day period , TLO has notadvised NIKE of TLO's disposition of the NIKE submission, NIKE shall, by facsimile,so advise TLO (with a cc attention Fernando Morales). If NIKE has not received anycommunication from TLO on such submission within two (2) business days after thedate of NIKE's faxed notice to TLO , then the submitted item shall be deemedapproved . TLO's approval , or disapproval , shall be in writing . (If a submission isdisapproved , TLO's written notice thereof shall set forth in reasonable detail thebasis for such disapproval .) Once a submitted sample or concept is approved, NIKEshall not depart therefrom without re-submission of the item and obtainingUNIVERSITY 's further approval.

(b) In the event UNIVERSITY desires to use the NIKE Marks in any advertising orpromotion , UNIVERSITY shall first submit a sample , or the concept of the proposedadvertisement or promotion , to NIKE for approval . NIKE shall in good faith considerthe approval of any such submission . Once a submitted sample or concept isapproved , UNIVERSITY shall not depart therefrom without re -submission of the itemand obtaining NIKE's further approval.

9. LOGO DEVELOPMENT ASSISTANCE & TRADEMARK OWNERSHIP.

(a) If requested by UNIVERSITY, NIKE shall, at no cost to UNIVERSITY, provideNIKE's graphic design services to develop an additional trademark or logo for use inconnection with any of the Products to be provided to Intercollegiate AthleticPrograms (collectively "New Logo"). UNIVERSITY shall advise NIKE ofopportunities to participate in any bidding process UNIVERSITY may conduct inconnection with engaging a third party for such professional design services . ShouldUNIVERSITY elect to avail itself to NIKE's free design services, NIKE shall bepermitted a 1-year exclusive on the use of such New Logo on apparel productexcept that UNIVERSITY may permit its replica jersey licensee, if any, to use theNew Logo on replica jerseys during NIKE's 1 -year exclusivity period . After such 1-year exclusivity period has expired , UNIVERSITY shall have the right to licenseother apparel licensees to use the New Logo. UNIVERSITY shall be the sole ownerof all right, title and interest in and to the New Logo and shall be exclusively

NIKE/ASU Trademark

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responsible for all trademark/copyright registration and maintenance expenses inconnection with the New Logo.

(b) NIKE recognizes the value of the UNIVERSITY Marks and acknowledges that theMarks and the goodwill attached thereto belong to UNIVERSITY and that nothing inthis Agreement serves to assign , convey or transfer to NIKE any right , title orinterest in or to the UNIVERSITY Marks.

(c) UNIVERSITY recognizes the value of the NIKE Marks and acknowledges that theMarks and the goodwill attached thereto belongs to NIKE and that nothing in thisAgreement serves to assign , convey or transfer to UNIVERSITY any rights , title orinterest in or to the NIKE Marks.

10. NIKE EXTENSION OPTION, RIGHTS OF FIRST DEALING & FIRST REFUSAL.

(a) NIKE shall have the option , in its discretion, to extend this Agreement for anadditional period of one (1) Contract Year (and provided it is extendedsimultaneously with the extension of the Sponsorship Agreement), upon the sameterms as apply with respect to the Initial Term (except that annual consideration shallbe as set forth in Paragraph , exercisable upon written notice of its election furnishedto UNIVERSITY by no later than July 1, 2013.

(b) At NIKE 's request , UNIVERSITY shall negotiate with NIKE in good faith with respectto the terms of a renewal of this Agreement. The parties shall not be obligated toenter into an agreement if they cannot settle on mutually satisfactory terms. Prior totwelve (12) months before the expiration of the term (i.e., July 1, 2013 , or July 1,2014 if the extension option has been exercised , each an "Exclusive Negotiating EndDate"), UNIVERSITY shall not (nor shall UNIVERSITY permit its agents , attorneys orrepresentatives to) engage in discussions or negotiations with any third partyregarding product supply with respect to any Products , or sponsorship of anyIntercollegiate Athletic Program (or similar supply or promotional arrangement) withrespect to any Products after the Term ("Product Supply/Endorsement").

(c) During the Term and for a period of ninety (90) days thereafter, NIKE shall have theright of first refusal for Product Supply /Endorsement , as follows . If UNIVERSITYreceives any bona fide third party offer at any time on or after the ExclusiveNegotiating End Date with respect to any Product Supply/Endorsement,UNIVERSITY shall submit to NIKE in writing the specific terms of such bona fidethird party offer. NIKE shall have fifteen (15) business days from the date of itsreceipt of such third party offer to notify UNIVERSITY in writing if it will enter into anew contract with UNIVERSITY on terms no less favorable to UNIVERSITY than thematerial, measurable and matchable terms of such third party offer. If NIKE sonotifies UNIVERSITY within such 15-day period , UNIVERSITY shall enter into acontract with NIKE on the terms of NIKE's offer . If NIKE fails or declines to betterthe material, measurable and matchable terms of such third party offer within such15-day period , UNIVERSITY may thereafter consummate an agreement with suchthird party on the terms of the offer made to UNIVERSITY . Prior to the ExclusiveNegotiating End Date, UNIVERSITY shall not solicit, consider or present to NIKE,and NIKE shall not be obligated to respond to, any third party offer for any ProductSupply/Endorsement.

11. RIGHTS FOR NEW PRODUCTS.

From time-to-time during the term of this Agreement, NIKE may add to its Products line

NIKE/ASU Trademark

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one or more items of sports equipment. If at any time during the Term NIKE shall have abona fide intention to expand its Products line by adding any such item(s), then NIKE shalluse best efforts to give UNIVERSITY one hundred twenty (120) days advance writtennotice of the particular item(s) then in development by NIKE. When such new product isavailable, NIKE shall supply UNIVERSITY, free of cost, a reasonable supply of suchproduct for use in practice and other appropriate field-testing opportunities. IfUNIVERSITY has not already entered into or substantially negotiated a product supplyagreement with a third party for the same product once such item is commerciallyavailable from NIKE, then subject to the approval of the Athletic Department as to thequality, performance and appropriateness of such product, and further subject to suchproduct meeting all applicable NCAA equipment specifications, such item(s) shallthereafter be deemed to be included in "Products" as defined in Paragraph 1(n) aboveand "NIKE Products" as defined in Paragraph 1(q) above. Such items shall also,thereafter, be covered in all pertinent respects by the terms hereof, subject to limitationson UNIVERSITY's use of such Products arising in pre-existing or other supplyagreements with third parties. NIKE shall supply UNIVERSITY, free of charge, withsufficient additional complimentary quantities for such purpose to be mutually agreedupon by the parties, including quantities equal to or greater than the quantities of anycomparable item(s) which UNIVERSITY, Team members, Coaches and/or Staffmembers, are then receiving from a third party, or any greater amount as NIKE andUNIVERSITY shall agree in writing, and UNIVERSITY shall thereupon distribute, as isappropriate, such new item(s) to Team members, Coaches and/or Staff members for usepursuant to the terms of this Agreement, unless UNIVERSITY is contractually orotherwise precluded from doing so.

12. LABOR STANDARDS.

NIKE acknowledges and confirms a shared commitment with UNIVERSITY to improvingthe working conditions in the subcontracted factories engaged to make Arizona StateUniversity licensed product sold at retail under license from RLG. Accordingly, NIKErepresents and agrees that (i) all retail licensed products bearing the UNIVERSITY Marksshall be manufactured in accordance with the Workplace Code of Conduct of the FairLabor Association (the "FLA Code"), attached hereto as Exhibit B; (ii) all NIKEsubcontracted factories used in connection with the manufacture of such licensed product,as well as apparel bearing UNIVERSITY Marks that is supplied to UNIVERSITYhereunder for Intercollegiate Athletic Program use ("Special Make-up Apparel"), shall bedisclosed to UNIVERSITY and subject to NIKE internal, and independent external,systematic monitoring in accordance with the workplace standards and guidelines of theFair Labor Association ("FLA"); (iii) NIKE shall address non-compliance with, asapplicable, the FLA Code or FLA standards in an effective and timely manner; and (iv)NIKE shall furnish to UNIVERSITY on an annual basis summary reports with respect tothe implementation and enforcement of the FLA Code, and the monitoring of factorieswhere UNIVERSITY licensed product and/or Special Make-up Apparel is manufactured.

13. RIGHT OF TERMINATION BY UNIVERSITY.

UNIVERSITY shall have the right to terminate this Agreement immediately upon writtennotice to NIKE at any time without further obligation if:

(a) The Arizona Legislature fails to appropriate whatever funds may be necessary, ifany, to fulfill UNIVERSITY' s obligations under this Agreement . However,UNIVERSITY's right to terminate under this sub-paragraph shall be limited totermination of NIKE 's rights only with respect to the unfunded program or obligation;

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(b) NIKE is adjudicated insolvent, ceases to substantially do business or declaresbankruptcy;

(c) NIKE fails to make payment to UNIVERSITY of any sum due pursuant to thisAgreement within thirty (30) days following NIKE's receipt of written notice fromUNIVERSITY that such payment is past due;

(d) NIKE materially breaches this Agreement, which breach NIKE fails to cure withinthirty (30) days of NIKE's receipt of written notice from UNIVERSITY specifying suchbreach, or

(e) NIKE shall be in material breach of the FLA Code, as determined by a mutuallyagreeable independent monitor, which breach NIKE fails to cure within thirty (30) days(if curable within a 30-day period) following NIKE's receipt of written notice fromUNIVERSITY specifying such breach. If for logistical or other reasons, it is impossiblefor NIKE to completely cure a particular condition within thirty (30) days, UNIVERSITYshall afford NIKE a mutually agreeable commercially reasonable period of time toachieve complete cure. For purposes of this subparagraph only, "in material breach"shall mean recurring material code violations by a contractor that NIKE has, despiteknowledge of a contractor's recurring violations, failed to remedy.

14. RIGHT OF TERMINATION BY NIKE.

(a) NIKE shall have the right to terminate this Agreement immediately upon writtennotice to UNIVERSITY if:

(1) Any Flagship Program is placed on NCAA probation resulting in a ban on post-season competition for longer than one playing season or any ban ontelevision appearances, or UNIVERSITY ceases for any reason to field aDivision I team in any of the Flagship Programs, or UNIVERSITY exercises itstermination right under Paragraph 13(a) above;

(2) Members of any Team fail to wear or use NIKE Products during practices,games, exhibitions, clinics, sports camps or other occasions during whichTeam members wear or use Products, or wear NIKE Products altered, spattedor taped, in violation of the provisions of the Sponsorship Agreement betweenthe parties hereto (the "Sponsorship Agreement"); provided, however, thatNIKE shall have first provided written notice to UNIVERSITY of any suchviolation and such violations shall then recur during the same Contract Year;

(3) UNIVERSITY, the NCAA, the Conference or any assignee thereof (includingany licensing agent or broadcast partner of the foregoing) enacts, adopts oraccedes to any regulation, restriction, prohibition or practice that materiallydeprives NIKE of the promotional benefits and/or product/brand exposurecontemplated by this Agreement including, but not limited to, (i) any materialdiminution of NIKE's logo placement rights (in terms of size, locationplacement, color prominence and/or number of placements) on Product orLicensed Product, including any total ban on the placement of camera-visiblelogo identification on Authentic Competition Apparel, (ii) "air brushing" NIKEidentification from still photography or footage, or (iii) use of L-VIS technologyor other "virtual signage" or electronic/computer imaging technology that alters,substitutes or replaces NIKE's stadium/arena signage appearing inUNIVERSITY's home venues pursuant to this Agreement or the SponsorshipAgreement (including NIKE logo identification that appears on uniforms) withother commercial identification that is seen by home television viewers;

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(4) UNIVERSITY breaches any representation or agreement under Paragraph 24below or any other material term of this Agreement, which breachUNIVERSITY fails to cure, if curable, within thirty (30) days of NIKE's deliveryof written notice to UNIVERSITY of any such breach; or

(5) The Sponsorship Agreement is terminated, or the Retail License is terminatedor the weighted average royalty rate under the Retail License is increasedabove ten percent (10).

(b) In the event of termination under this Paragraph 14 or Paragraph 13, UNIVERSITYshall not be entitled to any further compensation under this Agreement, except anyunpaid Base Compensation and Performance Bonuses earned prior to the effectivedate of termination, pro-rated (in the case of Base Compensation) over the entireContract Year and calculated to the effective date of termination, or royalties due, orto be paid, under the Retail License.

15. NIKE POST-TERMINATION RIGHTS.

Upon expiration or termination of this Agreement for any reason, NIKE shall have the rightto:

(a) For a period of ninety (90) days, run any non-cancelable media involving theUNIVERSITY Trademarks or Designations, and exhaust all advertising andpromotional materials that were produced and appropriately approved byUNIVERSITY pursuant to this Agreement prior to the effective date of expiration ortermination;

(b) For a period of ninety (90) days, complete and dispose of any Licensed Productswhich are on-hand or in-process and fulfill orders received prior to the effective dateof expiration or termination, provided royalties thereon are paid and reported inaccordance with the Retail License; and

(c) Use, in perpetuity, Game Photos or Game Footage solely and exclusively for in-house, non-consumer exhibition for historical, educational or commemorativepurposes.

16. RIGHT OF REDUCTION, SET-OFF.

(a) UNIVERSITY acknowledges that a principal component of consideration due NIKEincludes: (i) the wide-spread national television and other media exposure that theFlagship Programs annually receive, and (ii) the accompanying prominent brandexposure NIKE receives through the placement of the NIKE logo, as it currentlyappears (in terms of size, location placement, color prominence and/or number ofplacements), on Authentic Competition Apparel. Accordingly, if in any Contract Yeara Flagship Program is banned from television appearances or if, for any reason,NIKE's logo placement rights on Products are diminished (in terms of size, locationplacement, color prominence and/or number of placements), in lieu of NIKE'sexercise of its termination right under Paragraph 14 above, then for such ContractYear NIKE shall have the right to reduce UNIVERSITY's scheduled BaseCompensation in accordance with the following:

PROGRAM % REDUCTIONFootball 75%Basketball ( M ) 75%Basketball (W ) 50%

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If NIKE logo placement rights are diminished in a manner other than as enumeratedabove, NIKE shall have the right to in good faith equitably reduce the scheduledBase Compensation to be paid UNIVERSITY prospectively taking into account thenature and extent of the diminution of rights.

(b) UNIVERSITY acknowledges that (i) a principal component of consideration dueNIKE includes the wide-spread national television and other media exposure that theNIKE brand receives through the prominent visibility of the NIKE logos that appearon the side (and other locations) of the athletic footwear produced by NIKE , (ii) suchcontinued brand exposure is of the essence of this Agreement , and (iii) a pattern orpractice of "spatting " or other unauthorized taping of shoes in any manner so as tocover any portion of the NIKE logo is inconsistent with this Agreement and theexpected benefits to be derived from it by NIKE and is a material breach of thisAgreement . Accordingly, if the coaching staff shall permit such spatting or taping ofNIKE footwear , in lieu of NIKE 's exercise of its termination rights under Paragraph14 above , NIKE shall have the right ( in its sole discretion) to reduce UNIVERSITY'sannual scheduled Base Compensation (for the contract year in which the breachoccurs) in accordance with the reduction scale set forth below . For purposes of thisAgreement , a "pattern of spatting" shall deem to exist if during any game three (3) ormore "Skill Position" players (i.e., receivers , offensive and defensive backs, andquarterbacks ) appear on-field with spatted or taped NIKE footwear; or (ii) any starterat a Skill Position shall appear on-field with spatted or taped NIKE footwear on two(2) or more occasions in any season after NIKE has provided UNIVERSITY withwritten notice of such unauthorized spatting.

% REDUCTION AMOUNT1St Occurrence 10% of total annual Base Com pensation2" Occurrence 15% of total annual Base Com pensation3' Occurrence 25% of total annual Base Com pensation

Successive reductions shall be cumulative ( i.e., three (3) occurrences would result inannual Base Compensation being reduced by a total of 50%).

(c) NIKE shall have the right to set-off any amounts owed by UNIVERSITY to NIKEpursuant to this Agreement , or otherwise, against any amounts owed by NIKE toUNIVERSITY.

17. INDEMNIFICATION.

(a) NIKE shall defend , indemnify and hold harmless UNIVERSITY , its agents , trustees,directors , officers, employees and agents , and all members of the Teams(collectively, "UNIVERSITY Parties ") from and against all suits , actions , claims,judgments , damages, losses, liabilities , costs and expenses, including reasonableattorney fees , (collectively , "Claims") incurred by any UNIVERSITY Parties arisingout of or relating to: (i) NIKE 's breach of any material term of this Agreement; or (ii)the acts or omissions of NIKE, or those of its employees and/or agents, providedNIKE is given prompt written notice of and shall have the option to undertake andconduct the defense of any such Claim subject to the approval of the ArizonaAttorney General if applicable . In any instance to which the foregoing indemnitiespertain , UNIVERSITY Parties shall cooperate fully with and assist NIKE inconnection with any such defense subject to limitations in applicable law, and noUNIVERSITY Party shall enter into a settlement of such Claim, unless UNIVERSITYwaives its right of indemnification with respect to such UNIVERSITY Party

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hereunder , or admit liability or fault on the part of NIKE without NIKE's prior writtenapproval.

(b) NIKE shall , at its expense , obtain and maintain (throughout the Term) productliability insurance providing coverage reasonably satisfactory to UNIVERSITYParties for any Claims arising out of NIKE 's sale of Licensed Products, orUNIVERSITY's use of Products, and shall include UNIVERSITY as an additionalinsured.

18. REMEDIES.

UNIVERSITY and NIKE agree that, in the event that either party breaches any materialterm or condition of this Agreement , in addition to any and all other remedies available tothe other party at law or in equity , such other party shall be entitled to seek injunctive relieffrom such further violation of this Agreement , pending litigation as well as on finaldetermination of such litigation , without prejudice to any other right of such other party.

19. NOTICES.

All notices , statements and payments provided for herein shall be in writing and deemedgiven if sent postage prepaid via registered or certified mail, or by express courier serviceor facsimile with confirmed delivery , to the parties at the addresses given below, or suchother addresses as either party may designate to the other . Any written notice shall bedeemed to have been given at the time it is sent addressed to the parties as set forthbelow . It is UNIVERSITY's obligation to notify NIKE of any address change.

NIKE USA, Inc.One Bowerman DriveBeaverton , OR 97005-6453Attn: Legal Dept., Contracts Admin-istrator (if faxed , to 503-646-6926)

ARIZONA BOARD OF REGENTS,for and on behalf of Arizona State UniversityAttn: President (Administration Bldg., Rm 201PO Box 872203)Athletics Director (Carson Center , PO Box 872505)Office of General Counsel (Administration Bldg., RmB256 , PO Box 872003)Arizona State UniversityTempe, AZ 85287-2003

20. RELATIONSHIP OF PARTIES.

Nothing contained in this Agreement shall be construed as establishing anemployer/employee, partnership or joint venture relationship between UNIVERSITY andNIKE.

21. ASSIGNMENT/DELEGATION/PASS THROUGH.

This Agreement may not be assigned by either party except upon mutual writtenagreement.

22. WAIVER.

The failure at any time of UNIVERSITY or NIKE to demand strict performance by theother of any of the terms , obligations or conditions set forth herein shall not be construedas a continuing waiver or relinquishment thereof , and either party may , at any time,demand strict and complete performance by the other party of such terms, obligationsand conditions.

23. SEVERABILITY.

Every provision of this Agreement is severable. If any term or provision hereof is held to

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be illegal , invalid or unenforceable for any reason whatsoever , such illegality, invalidity orunenforceability shall not affect the validity of the remainder of this Agreement or anyother provision and the illegal , invalid or unenforceable provision shall be deemed by theparties as replaced by such substitute provision as shall be agreed between the parties, insuch form and substance as shall be legally valid, and as shall accomplish as near aspossible the purpose and intent of the invalidated provision.

24. ADDITIONAL REPRESENTATIONS.

(a) UNIVERSITY represents and agrees that:

(1) In accordance with this Agreement , it shall cause all Coaches , Staff and Teammembers to use/wear NIKE Product (with NIKE trademarks camera -visible asthey customarily appear on such product) that has been actually supplied toUNIVERSITY.

(2) To the best of UNIVERSITY 's knowledge, no Agreement , contract,understanding or rule of any national , international or collegiate governing bodyexists which would prevent or limit performance of any of the obligations ofUNIVERSITY hereunder.

(3) Other than NIKE's logo or other identification, UNIVERSITY shall not permitcamera-visible manufacturer or brand identification (which , for purposes of thisprovision, include product that is distinctive by design ) on any Product forOutfitted Programs and, in the case of Footwear Programs , Footwearworn/used by any Team, Coach or Staff.

(4) Upon execution of this Agreement , it shall not distribute any eyewear, otherthan that which has been supplied by NIKE, to Coaches , Staff or members ofany Intercollegiate Athletic Program.

(5) Unless inconsistent with NCAA policy , it shall not distribute any camera -visiblenon-NIKE manufacturer/brand-identified Celebration Apparel to Teammembers, Coaches or Staff for their post -game wear immediately following theend of the championship game (e.g., during court-side/on -field spontaneouscelebration , or locker room celebration ), or distribute any suchmanufacturer/brand-identified product to Team members , Coaches or Staff atany UNIVERSITY organized celebration event (e.g., victory rally or parade, oraward presentation).

(6) Neither UNIVERSITY nor any Coach nor Staff member is party to any oral orwritten agreement, contract or understanding which would prevent , limit orhinder the performance of any obligations hereunder of UNIVERSITY,Coaches or Staff . UNIVERSITY further represents and agrees that during theTerm UNIVERSITY will not:

(i) Sponsor , endorse or allow any Coach or Staff member of any OutfittedProgram to sponsor or endorse Products , or allow any Coach or Staffmember of any Footwear Program to sponsor or endorse Footwear, soldby any manufacturer or seller of Products other than NIKE;

(ii) Enter into, or allow any Coach or Staff member of any Outfitted Programto enter into, any endorsement , promotional, consulting or similaragreement (including the sale of signage or other media) with any partyother than NIKE that is a manufacturer or seller of Product (except that anagreement may be entered into with a party that is only incidentally

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engaged in the manufacture or sale of t-shirts and headwear Products, an"incidental manufacturer"), or allow any Coach or Staff member of anyFootwear Program to enter into any such Agreement with any person orentity other than NIKE that manufactures , sells, licenses or is brand-identified to Footwear.);

(iii) Sell to any person or entity Products supplied (or sold) hereunder by NIKEor any other third party;

(iv) Permit the trade name , trademark, name, logo or any other identificationof any party other than NIKE that is a manufacturer or seller of Products(except for that of an incidental manufacturer) to appear on signagecontrolled by UNIVERSITY; or

(v) Permit Athletic Department executive administration , Coaches or Staff to,while acting in a capacity as a University representative , take any actioninconsistent with this Agreement.

(7) Consistent with each Coach' s employment obligation to UNIVERSITY,UNIVERSITY shall facilitate each Coach's performance under the SponsorshipAgreement.

(8) It has the full legal right and authority to enter into and fully perform thisAgreement in accordance with its terms and to grant to NIKE all the rightsgranted herein.

(b) NIKE represents and agrees that:

(1) It will use best efforts to cure any non -material breach within a commerciallyreasonable period; and

(2) It has the full legal right and authority to enter into and fully perform thisAgreement in accordance with its terms and to grant to UNIVERSITY all therights granted herein.

25. CONFIDENTIALITY.

UNIVERSITY shall not (nor shall it permit or cause its employees, agents orrepresentatives to) disclose the financial or other material terms of this Agreement, themarketing plans of NIKE , or other confidential material or information disclosed toUNIVERSITY ( including information disclosed during audit), to any third party except asUNIVERSITY deems consistent with applicable law, including but not limited to theArizona Public Records statutes . [Effective January 16, 2002.]

26. CAPTIONS.

Paragraph captions and other headings contained in this Agreement are for referencepurposes only and are in no way intended to describe , interpret , define or limit the scope,extent or intent of the Agreement or any provision hereof.

27. TAXES.

The parties agree that any taxes or other levies assessed or charged will be born by theparty assessed or charged . UNIVERSITY makes no representations regarding the taxramifications of NIKE 's provision of Products pursuant to this Agreement , and NIKE entersthis agreement on reliance only upon the advice of its own counsel.

28. ARBITRATION.

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The parties agree that should a dispute arise between them in any manner concerningthis Agreement, and the dispute involves Fifty Thousand Dollars ($50,000) or less inmoney damages including interest, costs or attorneys' fees, the parties will submit thematter to Arbitration in Maricopa County, Arizona, pursuant to the Arizona Supreme CourtRules for Compulsory Arbitration, except that the decision of the arbitrator shall be finaland binding upon the parties, and the arbitrator's total award may not exceed FiftyThousand Dollars ($50,000).

29. CONFLICT OF INTEREST.

This Agreement is subject to the provisions of A.R.S. 38-511 and the State of Arizonamay cancel this Agreement if any person significantly involved in negotiating, drafting,securing or obtaining this Agreement for or on behalf of the Arizona Board of Regentsbecomes an employee in any capacity of NIKE or a consultant to NIKE (other than"Coaches" as defined in Paragraph 1(i) above) with reference to the subject matter of thisAgreement while the Agreement is in effect.

30. DISCRIMINATION.

The parties agree to be bound by applicable state and federal rules governing EqualEmployment Opportunity and Non-Discrimination.

31. ENTIRE CONTRACT.

As of the effective date hereof, this Agreement shall constitute the entire understandingbetween UNIVERSITY and NIKE and may not be altered or modified except by a writtenagreement, signed by both parties. Any previous agreements between UNIVERSITY andNIKE shall have no further force or effect.

The Arizon and of Regents, onbehalf of r' o State University

ohn F. RiVy,C.RM.

NIKE USA, Inc.

Peter H. Koehler, Jr.Regional Counsel/USA Region

By:

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EXHIBIT APre-existing Contracts

PROGRAM SUPPLIEDPRODUCT

SPONSOR NAME CONTRACTEXPIRATION

Baseball Uniforms, Catcher's Wilson OngoingGear, BattingHelmets, Bats,Gloves, Balls,Wristbands, Bags

Volleyball Volleyballs Molten Ongoing

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EXHIBIT B

WORKPLACE CODE OF CONDUCT

Forced Labor There shall not be any use of forced labor, whether in the form of prison labor, indenturedlabor, bonded labor or otherwise.

Child Labor No person shall be employed at an age younger than 15 (or 14 where the law of the

country of manufacture* allows) or younger than the age for completing compulsory education in thecountry of manufacture where such age is higher than 15.

Harassment or Abuse Every employee shall be treated with respect and dignity. No employee shall besubject to any physical, sexual, psychological or verbal harassment or abuse.

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

Health and Safety Employers shall provide a safe and healthy working environment to preventaccidents and injury to health arising out of, linked with, or occurring in the course of work or as a resultof the operation of employer facilities.

Freedom of Association and Collective Bargaining Employers shall recognize and respect the rightof employees to freedom of association and collective bargaining.

Wages and Benefits Employers recognize that wages are essential to meeting employees' basicneeds. Employers shall pay employees, as a floor, at least the minimum wage required by local law orthe prevailing industry wage, whichever is higher, and shall provide legally mandated benefits.

Hours of Work Except in extraordinary business circumstances, employees shall (i) not be required towork more than the lesser of (a) 48 hours per week and 12 hours overtime or (b) the limits on regular andovertime hours allowed by the law of the country of manufacture or, where the laws of such country donot limit the hours of work, the regular work week in such country plus 12 hours overtime and (ii) beentitled to at least one day off in every seven day period.

Overtime Compensation In addition to their compensation for regular hours of work, employees shallbe compensated for overtime hours at such premium rate as is legally required in the country ofmanufacture or, in those countries where such laws do not exist, at a rate at least equal to their regularhourly compensation rate.

*All references to local law throughout this Code shall include regulations implemented in accordance with applicable local law.

Fair Labor Association - 1505 22nd Street, NW - Washington, DC 20037

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Full Public Disclosure:

NIKE shall disclose to UNIVERSITY or its designee the location (including factory name,contact name , address , phone number, e-mail address , products produced , and natureof business association ) of each factory used in the production of all items which bearLicensed Indicia. Such information shall be updated upon change of any factory sitelocation . UNIVERSITY reserves the right to disclose this information to third parties,without restriction as to its further distribution.

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Women's Rights1. Women workers will receive equal remuneration, including benefits, equal treatment, equal

evaluation of the quality of their work, and equal opportunity to fill all positions as maleworkers.

2. Pregnancy tests will not be a condition of employment, nor will they be demanded ofemployees.

3. Workers who take maternity leave will not face dismissal nor threat of dismissal, loss ofseniority or deduction of wages, and will be able to return to their former employment at thesame rate of pay and benefits.

4. Workers will not be forced or pressured to use contraception.5. Workers will not be exposed to hazards, including glues and solvents, that may endanger

their safety, including their reproductive health.6. Licensees shall provide appropriate services and accommodations to women workers in

connection with pregnancy.

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by NIKE in - media.oregonlive.com · corporation ("NIKE"), and the ARIZONA BOARD OF REGENTS contracting solely for and on behalf of ARIZONA STATE UNIVERSITY ("UNIVERSITY") effective