Procurement Department (MC 0333) llJVirginiaTech I North End Center, Suite 2100, Virginia Tech 300 Turner Street NW Blacksburg, Virginia 24061 540/231-6221 Fax: 540/231-9628 www. procurement. vt. edu
November 12, 2015
John Greeley Collegiate Licensing Company LLC 1075 Peachtree Street Suite 3300 Atlanta GA 30309
Dear Mr. Greeley:
Subject: Virginia Tech Contract #UCP-TS-046-12 Commodity/Service: Licensing Administration Services
Thank you for responding to my letter of October 16, 2015 and agreeing to renew the contract for an additional year. The contract will now expire June 30, 2017.
The attached form shows your company information as listed in the university's vendor database. If any of this information changes, please make corrections directly on the form, and return to me. It is essential that this information be accurate in order for payments to be processed in a timely manner.
We look forward to working with you for an additional year.
imberly Dulaney, Assistant Director & Contracts Manager Telephone: (540) 231-8543
KDD/kbl
c: F.M. Pro Kristan Cole
VIRGINIA POLYTECHN I C IN STIT UT E AND STATE UNIVERSITY An e qual opportunity, affirmative action institution VENDOR INFORMATION FORM 11/12/2015
TS 046 12 ------for office use ------Kim Dulaney
Collegiate Licensing Company LLC FULL LEGAL NAME FEDERAL TAXPAYER NUMBER (Company Name as it appears with your Federal Taxpayer Number)
Collegiate Licensing Company LLC
BUSINESS NAME/ OBA NAME/TA NAME FEDERAL TAXPAYER NUMBER (If different than ID# above) (If different than Full Legal Name)
Collegiate Licensing Company LLC
BILLING NAME FEDERAL TAXPAYER NUMBER (Company name as it appears on your invoice) (if different than ID# above)
PURCHASE ORDER ADDRESS: PAYMENT ADDRESS:
P 0 BOX ADDRESS 1 PAYMENT P 0 BOX ADDRESS 1
1075 Peachtree Street, Suite 3300 Same
STREET ADDRESS 2 PAYMENT STREET ADDRESS 2
Atlanta CITY CITY
GA 30309 STATE ZIP CODE STATE ZIP CODE
John Greeley 770-956-0520 CONTACT PERSON PHONE NUMBER
[email protected] TOLL FREE NUMBER EMAIL
FAX NUMBER \ \
Procurement Department (MG 0333) IJVirginiaTech I North End Center, Suite 2100, Virginia Tech 300 Turner Street W'i Blacksburg, Virginia 24061 540/231 -6221 Fax: 540/231-9628 \VIVl'l.procurement.vt .edu
October 16, 2015 John Greeley Collegiate Licensing Company LLC 1075 Peachtree Street Suite 3300 Atlanta GA 30309
Dear Mr. Greeley:
Subject: Virginia Tech Contract# UCP-TS-046-12 Commodity/Service: Licensing Administration Services
This is lo inform you that the subject contract expires June 30, 2016. Since the university would like lo renew the contract for an additional year, please advise concerning your intention by signing in the appropriate space listed below. A signed copy of this letter should be received by Procurement by October 30, 2015.
In addition, review the allached form, which shows your company information as listed in the university's vendor database. If any of this information has changed, make corrections directly on the form, and return with this letter. It is essential lhis information be accurate for payments lo be processed in a timely manner.
Virginia Tech recommends that our vendors utilize the Wells One AP Control Payment System for payment of all invoices and strongly encourages all vendors under contract with the university to participate in this program. If your firm is not enrolled in the program, refer to our website: http://www.prucurcment.vt.eduNemlor/WcllsOne.html or contact me dircctl y for more information. /{inc~rely,~ ~ {]Jg. ~~r~s:'6~e~SM, CUPO ~ Assistant Director & Contracts Manager Telephone: (540) 231-8543
Collegiate Licensing Company LLC 11 1·~., to renew the contrnct for an additional year under the terms and conditions of the subject contract. {/
Authorized Signature: Date: __l_O_ ·· __,Z'-$"""---_,/~5~-
Name: Title: .:5 tiI' t- M .A .I\/ A a 11v <. 01 te c <... r 01c
We c11rre11tly participate i11 tl1e Wells 011e Program. ___ We would like to participate i11 the Wells Oue Program ___
Collegiate Licensing Company LLC cJoes not agree to renew th e contract for an additional year.
Authorized Signature: Date: ------
Name: Title:------
Approved:
Date:
L------~ Invent the Future
VIRGINIA POLYTECHNIC INSTI T UTE AND STATE UNIVERSITY An equal opportunity, affirmative action Institution VENDOR INFORMATION FORM 10/9/2015
TS 046 12 ------for office use ~ ------l Collegiate Licensing Company LLC FULL LEGAL NAME FEDERAL TAXPAYER NUMBER (Company Name as It appears with your Federal Taxpayer Number) Collegiate Licensing Company LLC BUSINESS NAME/ OBA NAME/TA NAME FEDERAL TAXPAYER NUMBER (If different than ID# above) (If different than Full Legal Name) Collegiate Licensing Company LLC BILLING NAME FEDERAL TAXPAYER NUMBER (Company name as it appears on your invoice) (if different than ID# above) PURCHASE ORDER ADDRESS: PAYMENT ADDRESS: P 0 BOX ADDRESS 1 PAYMENT P 0 BOX ADDRESS 1 1075 Peachtree Street, Suite 3300 Same STREET ADDRESS-2 PAYMENTSTHEET ADDRESS 2 Atlanta CITY CITY GA 30309 STATE ZIP CODE STATE ZIP CODE John Greeley 770-956-0520 CONTACT PERSON PHONE NUMBER [email protected]'!' TOLL FREE NUMBER EMAIL FAX NUMBER Procurement Department (MC 0333) IIJVirginiaTech I North End Center, Suite 2100, Virginia Tech 300 Turner Street NW Blacksburg, Virginia 24061 540/231-6221 Fax: 540/231-9628 www.procurement. vt.edu April 13, 2015 John Greeley Collegiate Licensing Company LLC 1075 Peachtree Street Suite 3300 Atlanta GA 30309 Dear Mr. Greeley: Subject: Virginia Tech Contract# UCP-TS-046-12 Commodity/Service: Licensing Administration Services Thank you for responding to my letter of March 26, 2015 and agreeing to renew the contract for an additional year. The contract will now expire June 30, 2016. The attached form shows your company information as listed in the university's vendor database. If any of this information changes, please make corrections directly on the form, and return to me. It is essential that this information be accurate in order for payments to be processed in a timely manner. We look forward to working with you for an additional year. Sincerely, Kimberly Dulaney, CPSM, CUPO Assistant Director & Contracts Manager Telephone: (540) 231-8543 KDD/kbl c: F.M. Pro Larry Hicker, BJ Norris, Melissa Richards L______Invent the Future VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY An equal opportunity, affirmative action institution VENDOR INFORMATION FORM 4/13/2015 TS 046 12 ------for office use ------Kim Dulaney Collegiate Licensing Company LLC FULL LEGAL NAME FEDERAL TAXPAYER NUMBER (Company Name as it appears with your Federal Taxpayer Number) Collegiate Licensing Company LLC BUSINESS NAME/ DBA NAME/TA NAME FEDERAL TAXPAYER NUMBER (If different than ID# above) (If different than Full Legal Name) Collegiate Licensing Company LLC BILLING NAME FEDERAL TAXPAYER NUMBER (Company name as it appears on your invoice) (if different than ID# above) PURCHASE ORDER ADDRESS: PAYMENT ADDRESS: P 0 BOX ADDRESS 1 PAYMENT P 0 BOX ADDRESS 1 1075 Peachtree Street, Suite 3300 Same STREET ADDRESS 2 PAYMENT STREET ADDRESS 2 Atlanta CITY CITY GA 30309 STATE ZIP CODE STATE ZIP CODE John Greeley 770-956-0520 CONTACT PERSON PHONE NUMBER [email protected] TOLL FREE NUMBER EMAIL FAX NUMBER ' .. ' ' . [-··· -·-·--·-·---·------··-- --··-·- Procurement Department (MC 0333) !i]VIrginlaTech r North End Center, Suite 2100, Virginia lech 300 Turner Str8et.NW Blacksburg, Virginia 24061 540/231-622 1 Fax: 5~0/2 31- 96213 I www.procurernent. vt. edu March 26.201.5 Joh n Greeley The Collcgia1c Licensi ng Group 1075 Pc Dear Mr. Greeley: Subject: Virginia Tech C:onlmct # UCP-TS~046 -l ?. (\\mmodily/Scrvicc: Licensing 1\clminislralion Services This is to inform ~'nu thai thi~ subjecl.contract L~xpircs June 30,2015. Since the university would lik~: to renew the contract for ~ n additional. ycat·, ph::lSL: advise L:onccrning your int l'lcH$C review the a(lachcd form, which shows yonr comp Thank you for your aucnti(ltl tnlhis mmtc r. Si~1~Y- ( '\ (). /1---~-~~ #~ \LIJfl~1 ~~('rii <~ n cy~ C~, C~UPO / AsstStanl Dircctm' & Contracts ManaL;er Telephone: (540) 211 -li543 The Collegiak Lice nsing Grriup agrees to renew lhc wnlmd fo r an addiliOII Tht•. Collegiate Licensing G1·oup does not agree In renew tbc <.:ontract for an iuklition:il ye;u, :\uthnrized Signature: D:Hc: ~------ Name: Title: ______(pk t\ppt'ov~d: ~v;t~ ~1,;~&6 ~------···-······-·-·---··-·-·--·------···------·- - - -~------~------·- invent the Future VIRGiNIA POLYTECH~IIC: INSTITUTE ,\NO STATE UNIVERSITY An equal opportunity, affirmatiVe iiC!ion Institution .VENDOR INFORMATION FORM 2/2"4/2015 -&Ue.~1cdc Uc..evt.5 1~ Co:.V...r?cUl'f, UJ2 .;~~ :~i. :;' < ~ :~.(?~~~~:J~~t~~~~~f~;.n~g~t~1~0i~~;i~1 }~ '; _~ ~,~;} ..• PURCHASE ORDER ADDRESS: PAYMENT ADDRESS:. ~i ~-- :'· • . •.. - 1 075 Peachtree Street, Suite 3300 Same . _:···· Atlanta . ·. _::~·;· '. . . ·_;-: -·~··. CITY .·. GA 30309 ZIP COPE. 770-956-0520 .··-· > . =! :,r, ·_, .:~; ~ · : [email protected] ···' : .~~ TOL[ FRE~' NUM .BER ~:~ ·.~ : ..\ ··.:,· ·-·- .::-- .(. CONTRACT MODIFICATION AGREEMENT Date: August 8, 2012 Contract No.: UCP-TS-046-12 Modification No.: One (1) Issued By: Virginia Polytechnic Institute and State University (Virginia Tech) Contractor: The Collegiate Licensing Group Commodity: Licensing Administration Services This Supplemental Agreement is entered into pursuant to the provisions of the basic contract. Description of Modification: Effective August 13 , 2012: Old Address: 290 Interstate North Circle, Suite 200 Atlanta, GA 30339 Phone: 770-799-3258 New Address: 1075 Peachtree Street, Suite 3300 Atlanta, GA 30309 Phone: 770-956-0520 Except as provided herein, all tenns and conditions of Contract Number UCP-TS-046-12, as heretofore changed, remain unchanged and in full force and effect. Virginia Tech By: W. Thomas Kaloupek Name and Title Director of Purchasing COMMONWEALTH OF VIRGINIA STANDARD CONTRACT Contract Number: UCP-T This contract entered into this 21st day of June 2012 by Collegiate Licensing Company, hereinafter called the "Contractor" and Co onwealth of Virginia, Virginia Polytechnic Institute and State University called "Virginia Tech." WITNESSETH that the qontractor and Virginia Tech, in consideration of the mutual covenants, promises and agreements herein cmh.tained, agree as follows: SCOPE OF CONTRACT, The Contractor shall provide the Licensing Administration Services to Virginia Tech as set forth in the Contract Documents. PERIOD OF CONTRACl: From July 1, 2012 through June 30, 2015. COMPENSATION AN I METHOD OF PAYMENT: The Contractor shall pay Virginia Tech m accordance with the Conttact Documents. CONTRACT DOCUM~TS: The Contract Documents shall consist of this signed contract, the signed Agency Agreement and a; pendices A, B and C, attached hereto, the Request for Proposal (RFP) number 0021537 dated Februa 16, 2012, the proposal submitted by the Contractor dated March 8, 2012, Virginia Tech's letter da ed April 13, 2012, the Contractor's response dated April 18, 2012, Virginia Tech's letter dated May , 2012, the Contractor's response dated May 11, 2012, Virginia Tech's letter dated May 21, 2012, and the Contractor's email dated May 23, 2012, all of which contract documents are incorporated herein. Each of the Contract Docl ments is an essential part of the agreement between the Contractor and Virginia Tech, and a requirement occurring in one is as binding as though occurring in all. The Contract Docmnents are intended fo be complementary and to describe and provide for a complete agreement. In the event of any conflict among the Contract Documents, the order of precedence shall be as set forth below: 1. This signed contract; 2. Agenc~ Agreement; 3. RFP d~ted February 16, 2012; 4. Virgin!ia Tech's letters dated Aprill3, 2012, May 9, 2012, and May 21, 2012, and the Contrdctor's responses dated Aprill8, 2012, May 11, 2012, and May 23, 2012, respectively; and 1 5. The 1ontractor's response to the RFP dated April18, 2012. None of the provisions f this agreement may be waived or modified except expressly in writing and signed by both parties. In WITNESS WHEREOF, the parties have caused this Contract to be duly executed intending to be bound thereby. Virginia Tech By: ------~--·-- - I AGENCY AGREEMENT This is an ~greement between Virginia Polytechnic Institute and State University, an agency of the Commonwealth of Virginia ("University"), having its principal place of business at 270 Southgate Ceyter (0333), Blacksburg, Virginia 24061 ("University") and The Collegiate Licensing CompmF, a corporation of the state of Georgia, having its principal place otbusiness at 290 Interstate N01th Circle, Suite 200, Atlanta, Georgia 30339 ("CLC"). Whereas, 4niversity is the owner of certain designations including designs, trademarks, service marks, log Now, theJfore, in consideration of the premises and the mutual promises and covenants herein contained, ~e parties hereto agree as follows: 1. DEFINITibNs -For the purposes hereof: (a) "Inbicia" means the designs, trademarks, service marks, logographics, symbols and colors whichlhave come to be associated with the University including those set forth in Appendix A heretb. (b) "Tlrritory" means the United States of America, its territories, and possessions, and the ConunonJ.,ealth of Puerto Rico, as well as United States military bases abroad. (c) "PLmium" means m1y article given free or sold at less than the usual selling price, for the pm~ose of increasing the sale,' promoting or publicizing any other product or any service, including! incentives for sales force, trade or consumer. (d) "P~omotion" means any activity involving the presentation of Indicia through advertising, publlcity, or other means of exposure, in or on merchandise, Premiums, point of purchase displays, print, electronic or any other medium. (e) "Annual Revenue" means the revenue received by CLC resulting from the use of the Indicia, durin~ the period of July 1st to June 30th of any year of this Agreement ("Contract Year"). The firstiContract Year shall begin on Jul~ 1, 2012. . . . 2. GRANT OF AGENCY - Subject to the lim1tat10ns of Paragraph 4, UmversJty appomts CLC as University's exclusive agent to appoint licensees to use the Indicia on merchandise sold through retail ch!umels in the Territory and to conduct Promotions in the Territory in the manner, I I I .i but only in the manner, hereinafter set forth. 3. APPROV1. CLC agrees that it will permit the use of the Indicia only in connection with merchandise and Promotions of the kind or character approved by the University. CLC acknowledges that if merchandise sold by licensees were of inferior q1.Jality in design, material or workmanship, the S1.Jbstantial goodwill that the University possesses in the Indicia may be impaired. Accordipgly, CLC undertakes that the marketing will be done in such a way as to preserve the integrity, character and dignity of University and that the items of merchandise shall be of high quality.~To assure the implementation of the stated purposes, CLC will: (a) For merchandise of the types described in Appendix B attached hereto, CLC will inspect a sample f the merchandise, and shall submit via MyiCLC to the University for its approval in accordance with subparagraph 3(c), specification desCJ.iptions of the merchandise. If approved by the ulriversity and if CLC believes that the sample is of the quality contemplated by this Agreement, OLC may approve the sample as the prototype of merchandise for production and sale. (b) Fmj merchandise of types not described in Appendix B or for which the indicia to be used thereon depart significantly from the Indicia in Appendix A, CLC shall, before it permits the sale or distribftion of any item of merchandise, fumish to University free of cost, for its approval, a sample of each item of merchandise. (c) ReLgnizing the time constraints of production schedules, University shall have two weeks from i-eceipt of a sample for approval in which to reject said sample, and in the absence of rejectibn, or upon earlier written acceptance, the sample shall be deemed as accepted to serve as an exalnple of quality for that item Only items manufactured in accordance with the con·esponding salnples accepted hereunder, and which have substantially the same relative quality position ih the marketplace as do the samples thereof, may be permitted to bear the Indicia. Howeve~, CLC may fumish to University a further sample of any item of merchandise for which a change in quality, style and/or appearance is desired, and University shall have two weeks from receipt thereof in which to reject the further sample in writing; failure to reject will be deemed to bd approval of the further sample as an example of quality for that item of merchandise. (d) CI!.C will submit to University for its approval all Promotions developed by CLC. 4. EXCEPTlONS - The grant of Paragraph 2 shall not be exclusive, or shall not apply with respect to any iteln of merchandise, Indicia, and/or company listed in Appendix C hereto, and/or to any company Idoing business in a location listed in Appendix C, in accordance with the indications set forth in Appendix C. . I 5. PAYME~TS and OTHER CONSIDERATION . . . (a) "Wjith regard to Annual Revenue receiVed by CLC resulting from use of the Indrcra including, without limitation, royalties, minimum guarantee payments and licensing fees from licensees dming the Term, and any extensions and/or renewals, of this Agreement, CLC shall 2 pay to University: Ninety percent (90%) of the first two million five hUI!dred thousand dollars ($2,500,000); eig~ty percent (80%) of the next two million dollars ($2,000,000) (revenue of $2,500,001 to $4,~00,000); and eighty-five percent (85%) of all Annual Revenue in excess of four million five ~und;·ed thousand dollars ($_4,500,000). Payments hereunder shall be made_ to Umversrty qnarteriy wrthm one month followmg each calendar quarter and shall be accompamed by a report setti4g forth activities resulting in said revenue and any other information as appropriate to enable an independent determination of the amounts due hereunder. CLC shall keep records of o~erations hereunder for at least five (5) years after the date of payment and shall make such records reasonably available during normal business hours for examinaJion by a representative of University to the extent necessary to verify the payments herein provided. . (b) In ~ontract Year 1, University will receive a multimedia rights package valued at fifty thousand doljars ($50,000) with IMG Sports Marketing at no cost to the University. (c) In bach of the subsequent two Contract Years of the agreement, the University will receive a muatirnedia rights package valued at forty thousand dollars ($40,000) with IMG Sports Marketing ht no cost to the University. (d) TJ University may purchase additional multimedia rights inventory at 50% rate card above and bJyond the $40,000 fully covered by CLC and IMG Sports Marketing during the Term of the Agrebment. (e) cJc will provide up to fifteen thousand dollars ($15,000) over the course of the Agreement in crehtive services for the promotion of additional licensing initiatives beyond what is provi~ed in the[ multimedia rights package during the Term of the Agreement. (d) T~ the extent permitted by law, the University agrees that it will not disclose the terms of Paragra~h 5 hereof to other colleges and universities without the prior consent of CLC, which consent shall not be unreasonably withheld. · 6. MANNE~ OF PAYMENT- All amounts payable to University shall be paid in United States dollars by Icheck made payable to Treasurer of Virginia Tech, and sent to the attention of the Office of thb University Bursar, 150 Student Services Building (0143), Blacksburg, VA 24061. 7. LEGAL (a) q..C understands and agrees that, except when University and CLC have conflicting interdsts, University shall have the sole right, in University's discretion, to control the prosecution or dbfense of any action or lawsuit in which University and CLC are named parties, to decide whethdr to file and prosecute an action or lawsuit, or to appeal any judgment adverse to University as a lioint or individual party, or to compromise or settle any potential or pending action or lawsuif, in any matter against a third party arising out of or related to this Agreement. CLC further untlerstands and agrees that University shall have the sole right, in University's discretion, to s with CLC, to the extent that it is feasible and not prejudicial to University's interest, before making any final ecision in any matter in which University and CLC are aligned against a third party, and Univers)ty further agrees that it shall not commit CLC to the terms of any compromise or settlement which would make CLC wholly or partly responsible for the payment of money to a third pmty withoht the p1ior written consent of CLC, which shall not be unteasonably withheld. (b) CL' undertakes and agrees to provide, at reasonable cost to be bome by University, m1y e idence, documents, and testimony which may be requested by University to assist in the filing, prosecution, settlement, or appeal of any action or lawsuit, or potential action or lawsuit, in any ourt or in any state or federal agency, against any third party arising out of or related to this Agr ement or in the defense by University of any action against University by any third party arising~ out of or related to this Agreement, and CLC shall join as a party plaintiff or defendant with University at University's request. In the event CLC is joined in any of said actions, either as darty plaintiff or party defendant, iF is understood that my expenses incurred by CLC in connection therewith, shall be paid by CLC and University shall have no liability for paying said expenses. (c) uulversity shall pay the costs and expenses of any action or lawsuit in any court or in any state orjfederal agency when University is a party thereto against a third pmty in any matter arising out of or related to this Agreement. Any award of attorneys' fees in any action in any court or in m y state or federal agency shall be paid solely to University, and CLC shall not share therein. An~ damages or profits ordered to be paid to University by any third party in any matter arising out of or related to this Agreement will, to the extent that such damages or profits are actually colle ted by University, be first retained by University to reimburse University fully for all costs and xpenses incun·ed in the action or lawsuit, inclnding compensation for the time spent by University's employees in connection with the action or lawsuit, and any remaining money, to the e~tent that it is compensation for royalties otherwise payable, will be divided between Universify and CLC as specified ill Paragraph 5 of this Agreement. (d) Notwithstanding anything contailled in the Contract between University and CLC (Contract Nhmber UCP-TS-046-12) to the contrary, CLC nnderstands and agrees that in no event is CLC aujhorized to contact outside legal counsel or incur legal expenses on behalf of University witho~:- the University's prior w1itten permission CLC is specifically prohibited from filing m1y documents for the University, making an appearance on behalf of University in my court proceeding lor before the United States Patent and Tra~emark Office, or entering into any settlement agreerent with a licensee without consultation with, and pnor wntten authonzat10n from, University. 8. NOTIFigATION OF CLAIMS - In the event that either University or ~LC lemns or becomes aware tl:tat any third party has made or may make a clmm agamst Umversily or CLC for any matter arisil~g out of or related to this Agreement, the party learning or becoming aware of such actual or pbtential claim shall notify the other by telephone on the same day, and shall follow such tele,honic notification with a full written report within 48 hours. 9. INQUIRIES -University agrees that, if any potential licensee of any Indicia directs an inquiry to Univ 1rsity, such inquiry will be forwarded to CLC for a response. CLC agrees that, 4 / upon receiving any inquiry from a potential licensee, whether from University or directly from such potential licensee, CLC will handle said licensee request in an expeditious rn:anner. 10. RELATIONSHIP OF PARTIES - Nothing herein shall give CLC any right, title, or interest in any Indicia of the University except the limited interest specifically stated in this · Agreement, and all use by any licensee of any of the Indicia shall inure to the benefit of University. Neither CLC nor any licensee is empowered to state or imply, either directly or indirectly, that CLC or any licensee or any activities other than those pursuant to this Agreement and licenses issued pursuant to this Agreement are suppmted, endorsed or sponsored by University, and upon the direction of University, express disclaimers to that effect will be issued. Nothing herein shall be construed to place the parties in the relationship of partners or joint venturers, nor shall any similar relationship be deemed to exist between them. 11. INDEMNIFICATION - University shall have no liability for any item manufactured or sold by a licensee, and CLC shall require all licensees to indemnify and hold hannless University and officers, employees, servants, and agents thereof from any and all liability caused by or mising from workmanship, material or design of any item manufactured or sold under any Jndicia pursuant to a license granted pursuant to this Agreement. CLC shall require of each licensee that it have and maintain liability insurance sufficient to cover all foreseeable product liability claims. CLC shall also maintain at its own expense Commercial General Liability insurance limits of at least $1,000,000 per each occurrence and a $2,000,000 Aggregate to cover its obligations nuder this Agreement, and will name the University as an additional insured under the policy. University shall not be liable to CLC or to any licensee, as the result of activities by CLC or any licensee hereunder for infringement of any patent, copyright, or trademark belonging to any third party, or for damages or costs involved in any proceeding based upon any such infringement, or for any royalty or obligation incurred by CLC or any licensee because of any patent, cOpYJ.ight or trademark held by a third party except where Jndicia is used as expressly authorized in this Agreement {ff {,f,;iJJ.. ' i :S'u.. \.y ~ vw' 12. TERM - This Agreement is entered into effective-:h:nre 1, 2012 and shall expire on June 30, 2015, nnless sooner teiTninated or extended in accordance with the provisions hereof. This Agreement may be extended for two (2) additional one-year periods under the same terms and conditions, including payments outlined in paragraph S(a) and the multimedia media package and inventory outlined in paragraphs S(c) and (d), upon w1itten agreement of both parties at least ninety (90) days prior to the end of the respective peliod. 13. TERMINATION OR EXPIRATION -Upon termination or expiration of this Agreement, all rights of CLC shall forthwith terminate except that CLC shall continue to receive compensation outlined in Paragraph 5 for a period of 90 days following termination or expiration of this Agreement on all license agreements in effect as of the date of termination or expiration of tllis Agreement, regardless of when such license agreements expire. ·14. DEFAULT - If either University or CLC shall fail to perfonn any of the material terms or conditions of this Agreement and such material breach shall not have been cured within thirty (30) days after the non-defaulting party has given written notice thereof, the non-defaulting party ·shall have the right to terminate this Agreement, without prejudice to the right of compensation 5 J for losses and damages. 15. INSOLVENCY- To the extent then permitted by law, this Agreement shall be terminated immediately if CLC shall make any assignment for the benefit of creditors, or shall file any petition under the Barikruptcy Act for reorganization, or file a voluntary petition of bankiuptcy, or be adjudicated banlaupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankiuptcy or insolvency shall be appointed under the laws of the United States or of the several states. 16. NOTICES - All notices and statements to be given and all payments to be made hereunder, shall be given or made at the respective addresses of the parties as set forth above unless notification of a change of address is given in writing. Any notice shall be sent by registered or certified mail, or by mailgram, telex, TWX, telegram, or facsimile, and shall be deemed to have been given at the time it was mailed or transmitted. 17. SEVERABILITY - In the event any portion of this Agreement is declared invalid or unenforceable for any reason, such portion is deemed severable herefrom and the remainder of this Agreement shall be deemed and remain fully valid and enforceable. 18. NONASSIGNABILITY- This Agreement and any rights herein granted are personal to CLC and shall not be assigned, sublicensed or encumbered without University's written consent except that the Agreement and rights may be assigned along with CLC's entire business in licensing the marks of universities, provided the obligations of the Agreement are assumed by the assignee. 19. APPLICABLE LAW- This Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia. VIRGINIA POLYTECHNIC INSTITUTE THE COLLEGIATE LICENSING COMPANY AND STATrnE~~SI!Y By: _ ~Jlf\r- • \ B~ {/;)1-s - Title: S:\- ~ S·,o_ -e (\-\- Title: SVP and Managing Director Date: 7..ft4 }I 1,1, Date: tb~lrz- I I ' I I I I 6 i I APPENDIX A ·INDICIA [ __ ~------·------~------~------ ------JUNES,2012 VJR(gJNlA ~-~"------TE~H------Hr:JK/E~------~'""?"'~ V.r;inb.Pol~~ :&nds=to Utllvct:l!yS Wginb...... , Tod'l6 lm.~V.OFutwo$ -~ -~ 9 10 Yes No Restridions .,..._~~....,a...~~,~~:re.,.=~a~cdo><::mc<~""=·~-'n-4~o<>"'""li'I'Jil'"""mo=~=>~t!>o-~-~ • UnNcrsity ~ permitted on pro®ctS tor ros:!lo: ..lL "~-"';...r.l;l~'( Men'sfUnisc:< Performance Men's!Unisox P B~ketball 10.Men's/UnisexAthletlc Shorts (excluclin!=l Basketball Shorts) Hockey Jerseys. 11.Men'sJUnisex Fashion Sol:toll'l$ Baseball Jerseys 112.Men's Beachl.vear Shooting Shi:tsrrear..awaypants Replica Je:s:eys-ofha: V'tntagefThrowback Jers€ly.s FasnJon Jer.seys '[ women's·-· T-shirts & Tank Tops A!Ahentie Football Jerseys 2. Women's Sweaters & C3rtrgans 3. Women's Loungev.rearJSiee~ 4. Women's Bcer'CiSe Tops & Bottoms {non.-performan.ce} s. Matemav Aoparet pants 6. women's Beachwear 1. Women's Outeswear iS. Women's Fasl'ion Tops 9. Women's Fashion Bottoms 10. Women's Aeec¢ TOPS & Bottoms '11. Women's Golf/Polo Shirts 12. Women's Perform-axe Golf/Polo Shirts 1:3. Women's i="ertorrnanee ApP!Irel (excluding GoiWo!o) 14. Women'sJersevs!Unifunns 15. Women's Hea~r 16. Women's ~ 17. Combo-Packa!!!.ed Merchandise (VVomen's sp00fic) 1S. Women's Misc. Apoarel 4XOI'tiw S gGOOI't.ll a!Hot!e tJslc. 1b ··~----·-·····----~~---·--~~- Appendix C The University concurs in the basic concept that no user of its marks and logos should be exempt from royalty payments and will make every good faith effort to comply with this concept. However, the University reserves the right to exempt any user from royalty payments if circumstances warrant that it would be in the best interests of the University, and does not unduly impact CLC' s ability to generate royalties under this agreement. The exceptions are set forth below: • University purchases for internal consumption • License plates • Registered Student Organization purchases for internal consumptions (items sold to group members at cost) • Other items sold by RSOs and bearing university marks will be considered on a case-by-case basis • Virginia Tech Alumni Association items, as described in December 12, 2011 agreement with Virginia Tech It is the parties intention and the exempted licensee acknowledges and agrees that exempted licensee may adopt and use the Marks only in connection with the mission of the Licensor and only in such a context or manner that com1otes and clearly identifies the Licensee, such as with other words, designs, logos, phrases, or other matter and which avoids a context or manner of use that references Virginia Polytechnic Institute and State University solely or exclusively. All exempted uses must be approved by Virginia Tech. The exempted licensee must adhere to separate license agreement executed solely between Virginia Tech a11d exempted licensee. tmJ VirginiaTech Request for Proposal #0021537 for Licensing Administration Services February 16, 2012 RFP 0021537 GENERAL INFORMATION FORM 1. QUESTIONS: All inquiries for information regarding this solicitation should be directed to: Kimberly Dulaney, Phone: (540) 231-8543, e-mail: [email protected]. 2. DUE DATE: Sealed Proposals will be received until Friday, March 9, 2012 at 3:00PM. Failure to submit proposals to the correct location by the designated date and hour will result in disqualification. 3. ADDRESS: Proposals should be mailed or hand delivered to: Virginia Polytechnic Institute And State University (Virginia Tech), Purchasing Department, 270 Southgate Center (0333), Blacksburg, Virginia 24061. Reference the Opening Date and Hour, and RFP Number in the lower left comer of the return envelope or package. 4. TYPE OF BUSINESS: (Please check all applicable classifications). If your classification is certified by the Virginia Department of Minority Business Enterprise, provide your certification number: For certification assistance, please visit: http:/www.dmbe.state.va.us/swamcert.html. Large Small business ~An independently owned and operated business which, together with affiliates, has 250 or fewer employees or average annual gioss receipts of $10 million or less averaged over the previous three years. Department of Minority Business Enterprise (DMBE) certified women-owned and minority-owned business shall also be considered small business when they have received DMBE small business certification. Women-owned business~ A business concern that is at least 51% owned by one or more women who are U. S. citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership interest is owned by one or more women who are citizens of the United States or non-citizens who are in full compliance with the United States immigration law, and both the management and daily business operations are controlled by one or more women who are U. S. citizens or legal resident aliens. Minority-owned business~ A business concern that is at least 51% owned by one or more minority individuals (see Section 2.2-1401, Code of Virginia) or in the case of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more minority individuals and both the management and daily business operations are controlled by one or more minority individuals. 5. COMPANY INFORMATION/SIGNA11JRE: In compliance with this Request For Proposal and to all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the services in accordance with the attached signed proposal and as mutually agreed upon by subsequent negotiation. FULL LEGAL NAME (PRINT) FEDERAL TAXPAYERNUMBER(ID#) (Company name as it appears with your Federal Ta.>:payer Number) BUSINESS NAME/DBA NAMEffA NAME FEDERAL TAXPAYER NUMBER (If different than the Full Legal Name) (If different than ID# above) BILLING NAME FEDERAL TAXPAYER NUMBER (Company name as it appears on your invoice) (If difterent than ID# above) PURCHASE ORDER ADDRESS PAYMENT ADDRESS CONTACT NAME/TITLE (PRINT) SIGNATURE (IN INK) DATE E-MAIL ADDRESS TELEPHONE NUMBER TOLL FREE TELEPHONE NUMBER FAX NUMBER TO RECEIVE E-PROCUREMENT ORDERS 12/ll 2 I. PURPOSE: The purpose of this Request for Proposal (RFP) is to solicit sealed proposals to establish a contract through competitive negotiations for Licensing Administration Services by Virginia Polytechnic Institute and State University (Virginia Tech), an agency of the Commonwealth ofVirginia. II. CONTRACT PERIOD: The term of this contract is for three year(s), or as negotiated. There will be an option for two one- year renewals, or as negotiated. III. BACKGROUND: Dedicated to its motto, Ut Prosirn (That I May Serve), Virginia Tech takes a hands-on, engaging approach to education, preparing scholars to be leaders in their fields and communities. As the commonwealth's most comprehensive university and its leading research institution, Virginia Tech offers 215 undergraduate and graduate degree programs to more than 30,000 students and manages a research portfolio of nearly $400 million. The university fulfills its land-grant mission of transforming knowledge to practice through technological leadership and by fueling economic growth and job creation locally, regionally, and across Virginia. · The mission of Virginia Tech's Licensing and Trademarks is two-fold: to generate funding for priority university programs, including student scholarships, and to protect and promote the Virginia Tech brand. Virginia Tech is seeking a qualified partuer to provide licensing administration sei;Vices as described in the Statement of Needs on a contractual basis. Current gross revenue from licensing royalties are almost $2 million. We expect the successful vendor will propose an incentive-based compensation on the growth of this revenue base. IV. EVA BUSINESS-TO-GOVERNMENT ELECTRONIC PROCUREMENT SYSTEM: The eVA Internet electronic procurement solution streamlines and automates government purchasing activities within the Commonwealth of Virginia. Virginia Tech, and other state agencies and institutions, have been directed by the Governor to maximize the use of this system in the procurement of goods and services. We are, therefore, requesting that yow· firm register as a trading partner within the eVA system. There are registration fees and transaction fees involved with the use of eVA. These fees must be considered in the provision of quotes, bids and price proposals offered to Virginia Tech. Failure to register within the eVA system may result in the quote, bid or proposal from your firm being rejected and the award made to another vendor who is registered in the eVA system. Registration in the eVA system is accomplished on-line. Your finn must provide the necessary information. Please visit the eVA website portal at htto:/l\\rww.eva.virginia.gov/register/vendmTef!.htm and register both with eVA and Ariba. This process needs to be completed before Virginia Tech can issue your firm a Purchase Order or contract. If your flrm conducts business from multiple geographic locations, please register these locations in your initial registration. For registration and technical assistance, reference the eVA website at: [email protected].!wv, or call 866-289-7367 or 804-371-2525. V. CONTRACT PARTICIPATION: =-,--~-~-~--- CollegeofWiliiamandMary Georg2 Mason University James Madison Univcrsfty Old Dominion University Radford University ThE University of Virginia Virginia Commonweallh University Virginia Military Institute Virginia Te~h It is the intent of this solicitation and resulting contract to allow for cooperative procurement. Accordingly, any public body, public or private health or educational institutions, or Virginia Tech's affiliated corporations and/or partnerships may access any resulting contract if authorized by the contractor. Participation in this cooperative procurement is strictly voluntary. If authorized by the Contractor, the resultant contract may be extended to the entities indicated above to purchase at contract prices in accordance with contract terms. The Contractor shall notifY Virginia Tech in writing of any such entities accessing the contract. No modification of this contract or execution of a separate contract is required to participate. The Contractor will provide semi-annual usage reports for all entities accessing the Contract. Participating entities shall place their own orders directly with the Contractor and shall fully and independently administer their use of the contract to include contractual disputes, invoicing and payments without direct administration from Virginia Tech. Virginia Tech shall not be held liable for any costs or damages incurred by any other participating entity as a result of any authorization by the Contractor to extend the contract. It is understood and agreed that Virginia Tech is not responsible for the acts or omissions of any entity, and will not be considered in default of the contract no matter the circumstances. Use of this contract does not preclude any participating entity from using other contracts or competitive processes as the need may be. VI. STATEMENTOFNEEDS: A. Royalty management - manage tbe royalty obligations of organizations that produce licensed goods using Virginia Tech's trademarks including processing payments. B. License renewal services- process annual license renewals. C. Insurance certification - collect product liability insurance certificates from licensees. D. Compliance review- conduct royalty audit services on a regular basis. E. Licensing management software and analytics - provide software that will allow Virginia Tech to track the status of licensing applications and renewals, artwork submissions and approvals, royalties, and other key data management. F. Point of sale and promotional marketing - Reco=end and implement marketing campaigns for point of sale and for special promotions and campaigns; maintain good relationships with large retail chains to negotiate positive product placement in stores; visit retail establishments to monitor point of sale materials for Virginia Tech licensed merchandise. Virginia Tech must approve all marketing tactics and materials. We will not approve programs that we believe will dilute or harm the institutional braud position. G. Violation monitoring - monitor Web and retail sources for products and organizations in violation of Virginia Tech1s licensing requirements; issue cease and desist letters to violators. H. Legal counsel - provide ongoing legal counsel on trademark and licensing issues including monitoring of U.S. Patent and Trademark Office infringement, filing renewals for registered marks on behalf of Virginia Tech, and advising the university on possible legal actions against infringers (court actions to be outside the scope of this contract). I. Reporting -provide quarterly royalty reports; conduct an annual meeting to present annual results. VII. PROPOSAL PREPARATION AND SUBMISSION: A. General Requirements 1. RFP Response: In order to be considered for selection, Offerors must submit a complete response to this RFP. One (1) original and three (3) copies of each proposal must be submitted to: Virginia Tech Purchasing Department (0333) 270 Southgate Center Blacksburg, VA 24061 4 Reference the Opening Date and Hour, and RFP Number in the lower left hand corner of the return envelope or package. No other distribution of the proposals shall be made by the Offeror. 2. Proposal Preparation: a. Proposals shall be signed by an authorized representative of the Offeror. All information requested should be submitted. Failure to submit all information requested may result in Virginia Tech requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Proposals which are substantially incomplete or lack key information may be rejected by Virginia Tech at its discretion. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation. b. Proposals should be prepared simply and economically providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis should be on completeness and clarity of content. c. Proposals should be organized in the order in which the requirements are presented in the RFP. All pages of the proposal should be numbered. Each paragraph in the proposal should reference the paragraph number of the corresponding section of the RFP. It is also helpful to cite the paragraph number, sub letter, and repeat the text of the requirement as it appears in the RFP. If a response covers more than one page, the paragraph number and sub letter should be repeated at the top of the next page. The proposal should contain a table of contents which cross references the RFP requirements. Information which the offeror desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material. Proposals that are not organized in this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed. d. Each copy of the proposal should be bound in a single volume where practical. All documentation submitted with the proposal should be bouud in that single volume. e. Ownership of all data, material and documentation originated and prepared for Virginia Tech pursuant to the RFP shall belong exclusively to Virginia Tech and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an Offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act. However, to prevent disclosure the Offeror must invoke the protections of Section 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data or other materials is submitted. The written request must specifically identify the data or other materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable and may result in rejection of the proposal. 3. Oral Presentation: Offerors who submit a proposal in response to this RFP may be required to give an oral presentation of their proposal to Virginia Tech. This wiii provide an opportunity for the Offeror to clarify or elaborate on the proposal but will in no way change the original proposal. Virginia Tech will schedule the time and location of these presentations. Oral presentations are an option of Virginia Tech and may not be conducted. Therefore, proposals should be complete. B. Specific Requirements Proposals should be as thorough and detailed as possible so that Virginia Tech may properly evaluate your capabilities to provide the requiredservices. Offerors are required to submit the following information/items as a complete proposal: ------ 1. Experience and References: Four (4) recent references, either educational or governmental, for whom you have provided the type of services described herein. Include the date(s) the services were furnished, the client name, address and the name and phone number of the individual Virginia Tech has your permission to contact. 2. Services: Provide a detailed description your organization's ability to provide the services in the Statement of Needs. 3. Price I Revenue Sharing: Provide a detailed proposal for revenue sharing and cost of services. fuclude a total cost and line-item costs for each of the requested services in the Statement of Needs. Cancellation clause: If gross revenues from licensing royalties decline by 7 percent in any given year, or by 10 percent collectively in two succeeding years, Virginia Tech has the right to cancel or renegotiate the contract. 4. Small, Women-owned and Minority-owned Business (SWAM) Utilization: If your business can not be classified as SWAM, describe your plan for utilizing SWAM subcontractors if awarded a contract. Describe your ability to provide reporting on SWAM subcontracting spend when requested. If your firm or any business that you plan to subcontract with can be classified as SWAM, but bas not been certified by the Virginia Department of Minority Business Enterprise (DMBE), it is expected that the certification process will be initiated no later than the time of the award. If your firm is currently certified, you agree to maintain your certification for the life of the contract. For assistance with SWAM certification, visit the D!VIBE website at v.rww.dmbe.vindnia.gov. 5. The return of the General Information Form and addenda, if any, signed and filled out as required. VIII. SELECTION CRITERIA AND AWARD: A. Selection Criteria Proposals will be evaluated by Virginia Tech using the following: Maximum Point Criteria Value I. Experience and References 30 2. Services 30 3. Price I Revenue Sharing 30 4. SWAM Utilization 10 Total 100 B. Award Selection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors included in the Request for Proposal, including price, if so stated in the Request for Proposal. Negotiations shall then be conducted with the offerors so selected. Price shall be considered, but need not be the sole determining factor. After negotiations have been conducted with each offeror so selected, Virginia Tech shall select the offeror which, in its opinion, has made the best proposal, and shall award the contract to that offeror. Virginia Tech may cancel this Request for Proposal or reject proposals at any time prior to an award. Should Virginia Tech detemllne in writing and in its sole discretion that only one offeror has made the best proposal, a contract may be negotiated and awarded to that offeror. The award 6 document will be a contract incorporating by reference all the requirements, terms and conditions of this solicitation and the Contractor's proposal as negotiated. See Attachment B for sample contract form. IX. INVOICES: Invoices for goods or services provided under any contract resulting from this solicitation shall be submitted to: Virginia Polytechnic Institute and State University Accounts Payable 201 Southgate Center Blacksburg, VA 24061 X. METHODOFPAYMENT: Virginia Tech will receive payment from the contractor as negotiated in any resulting contract from the aforementioned Request for Proposal. XI. ADDENDUM: Any ADDENDUM issued for this solicitation may be accessed at httn://www.purch.vt.edu/html.docs/bids.php. Since a paper copy of the addendum will not be mailed to you, we encourage you to check the web site regularly. XII. CONTRACT ADMINISTRATION: A. Larry Hincker, Associate Vice President, University Relations, at Virginia Tech or his designee, shall be identified as the Contract Administrator and shall use all powers under the contract to enforce its faithful performance. B. The Contract Administrator, or his designee, shall determine the amount, quantity, acceptability, fitness of all aspects of the services and shall decide all other questions in connection with the services. The Contract Administrator, or his/her designee, shall not have authority to approve changes in the services which alter the concept or which call for an extension of time for this contract. Any modifications made must be authorized by the Virginia Tech Purchasing Department through a written amendment to the contract. XIII. TERMS AND CONDITIONS: This solicitation and any resulting contract/purchase order shall be governed by the attached terms and conditions. XIV. ATTACHMENTS: Attachment A- Terms and Conditions Attachment B - Standard Contract Form 7 ATTACHMENT A TERMS AND CONDITIONS RFP General Terms and Conditions htto:/www.purch. vt.edu/html.docs/terms/GTC RFP 072720 !!.pdf Special Terms and Conditions 1. ADVERTISING: In the event a contract is awarded for supplies, equipment, or services resulting from this solicitation, no indication of such sales or services to Virginia Tech will be used in product literature or advertising. The Contractor shall not state in any of the advertising or product literature that the Commonwealth of Virginia or any agency or institution of the Commonwealth has purchased or uses its products or services. 2. AUDIT: The Contractor hereby agrees to retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the Commonwealth of Virginia, whichever is sooner. Virginia Tech, its authorized agents, and/or the State auditors shall have full access and the right to examine any of said materials during said period. 3. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that Virginia Tech shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement. 4. CANCELLATION OF CONTRACT: Virginia Tech reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the Contractor. In the event the initial contract period is for more than 12 months, the resulting contract may be terminated by either party, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation. 5. CONTRACT DOCUMENTS: The contract entered into by the parties shall consist of the Request for Proposal including all modifications thereof, the proposal submitted by the Contractor, the written results of negotiations, the Commonwealth Standard Contract Form, all of which shall be referred to collectively as the Contract Documents. 6. INDEPENDENT CONTRACTOR: The contractor shall not be an employee of Virginia Tech, but shall be an independent contractor. Nothing in this agreement shall be construed as authority for the contractor to make commitments which shall bind Virginia Tech, or to otherwise act on behalf of Virginia Tech, except as Virginia Tech may expressly authorize in writing. 7. INSURANCE: By signing and submitting a proposal under this solicitation, the Offeror certifies that if awarded the contract, it will have the following insurance coverages at the time the work commences. Additionally, it will maintain these during the entire term of the contract and that all insurance coverages will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. During the period of the contract, Virginia Tech reserves the right to require the Contractor to furnish certificates of insurance for the coverage required. INSURANCE COVERAGES AND LIMITS REQUIRED: A. Worker1s Compensation - Statutory requirements and benefits. B. Employers Liability- $100,000.00 C. General Liability - $500,000.00 combined single limit. Virginia Tech and the Commonwealth of Virginia shall be named as an additional insured with respect to goods/services being procured. This coverage is to include Premises/Operations Liability, Products and Completed Operations Coverage, Independent Contractor's Liability, Owner's and Contractor's Protective Liability and Personal Injury Liability. D. Automobile Liability- $500,000.00 The contractor agrees to be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from the payment of all sums of money by reason of any claim against them arising out of any and all occurrences resulting in bodily or mental injury or property damage that may happen to occur in connection with and during the performance of the contract, including but not limited to claims under the Worker!s Compensation Act. The contractor agrees that it will, at all times, after the completion of the work, be responsible for, indemnify, defend and hold 8 harmless Virginia Tech, its officers, agents and employees from all liabilities resulting from bodily or mental injury or property damage directly or indirectly arising ont of the performance or nonperformance of the contract. 8. LICENSE TO USE VIRGINIA TECH LICENSED INDICIA: By signing and submitting this proposal, the Offeror agrees that if it is awarded a purchase order/contract as a result of this solicitation, it shall become licensed with Virginia Tech to use the Virginia Tech licensed indicia identified in the solicitation. 9. SEVERAL LIABILITY: Virginia Tech will be severally liable to the extent of its purchases made against any contract resulting from this solicitation. Applicable entities described herein will be severally liable to the extent of their purchases made against any contract resulting from this solicitation. • 9 ATTACHMENTB Standard Contract form for reference only Offerors do not need to lill in this form COMMONWEALTH OF VIRGINIA STANDARD CONTRACT Contract Number: ______ This contract entered into this __ day of 20_, by , hereinafter called the "Contractor11 and Conunonwealth of Virginia, Virginia Polytechnic Institute and State University called "Virginia Tech". WITNESSETH that the Contractor and Virginia Tech, in consideration of the mutual covenants, promises and agreements herein contained, agrees as follows: · SCOPE OF CONTRACT: The Contractor shall provide the ______to Virginia Tech as set forth in the Contract Documents. PERIOD OF CONTRACT: From ______through ______ COMPENSATION AND METHOD OF PAYMENT: The Contractor shall pay Virginia Tech in accordance with the contract documents. CONTRACT DOCUMENT: The contract documents shall consist of this signed contrac~ Request For Proposal Number -o-----o--- dated , together with all written modifications thereof and the proposal submitted by the Contractor dated and the Contractor's letter dated , all of which contract documents are incorporated herein. In WITNESS WHEREOF, the parties have caused this Contract to be duly executed intending to be bound thereby. Contractor: Virginia Tech By:______By: ______ Title:. ______ 10 RFP 0021537 GENERAL INFORMATION FORM l. QUESTIONS: All inquiries for information regarding this solicitation should be directed to: Kimberly Dulaney, Phone: (540) 231-8543, e-mail: [email protected]. 2. DUE DATE: Sealed Proposals will be received until Friday, March 9, 2012 at 3:00PM. Failure to submit proposals to the correct location by the designated date and hour will result in disqualification. 3. ADDRESS: Proposals should be mailed or hand delivered to: Virginia Polytechnic Institute And State University (Virginia Tech), Purchasing Department, 270 Southgate Center (0333), Blacksburg, Virginia 24061. Reference the Opening Date and Hour, and RFP Number in the lower left corner of the return envelope or package. 4. TYPE OF BUSINESS: (Please check all applicable classifications). If your classitication is certified by the Virginia Department of Minority Business Enterprise, provide your certification number: For certification assistance, please visit: http:/www .dmbe.state. va.us/s wamcert.html. XX Large Small business- An independently owned and operated business which, together with affiliates, ha~ 250 or fewer employees or average annual gross receipts of $10 million or less averaged over the previous three years. Department of Minority Business Enterprise (DMBE) certified women-owned and minority-owned business shall also be considered small business when they have received DMBE small business certification. Women-owned business- A business concern that is at least 51% owned by one or more women who are U.S. citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership interest is owned by one or more women who are citizens of the United States or non-citizen._s who are in full compliance with the United States immigration law, and both the management and daily business operations are controlled by one or more women who are U.S. citizens or legal resident aliens. Minority-owned business- A business concern that is at least 51% owned by one or more minority individuals (see Section 2.2-1401, Code of Virginia) or in the case of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more minority individual!> and both the management and daily business operations are controlled by one or more minority individuals. 5. COMPANY INFORMATION/SIGNATURE: In compliance with this Request For Proposal and to all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the services in accordance with the attached signed proposal and as mutually agreed upon by subsequent negotiation. FULL LEGAL NAME (PRINT) FEDERAL TAXPAYER NUMBER (ID#) (Company name us i1 app;:ars wilh your Federal Taxpayer Number) The Collegiate Licensing Company BUSINESS NAME/DBA NAME/TA NAME FEDERAL TAXPAYER NUMBER (If diJTcrcnt Ihan the Full Lcgul Name) (If diffcrcnllhan ID# above) BILLING NAME FEDERAL TAXPAYER NUMBER (Company name as it appears on your invoice) (lfdiiTcn::nl than[\)# above) The Collegiate Licensing Company PURCHASE ORDER ADDRESS PAYMENT ADDRESS 290 Interstate North Circle, Ste. 200 Atlanta, GA 30339 CONTACT NAME/TITLE (PRINT) DATE John Greeley, Sr. VP, Partner 3/8/12 E-MAIL ADDRESS TELEPHONE NUMBER FAX NUMBER TO RECEIVE [email protected] 770-799-3258 E-PROCUREMENT ORDERS 1 I . ! I I I . . ' i :II 3 ~ :'3 :a :l) ::1 ;a 3 ------·------~ CLC'S MISSION SINCE 1981 The mission of our company is to be the guiding force in collegiate trademark licensing and one of the top sports licensing firms in the country. As such, we dedicate ourselves to being a center of excellence in providing licensing services of the highest quality to our member institutions, our licensees, retailers, and consumers. C0@~u~oorrs f: t: t: r: f11 TABLE OF CONTENTS 3 Mission of CLC ~I 52 Auditing Program 5 Table of Contents 53 Labor Code ~I 6 RFP Requirements 55 Brand Management Overview :21 9 Introduction 56 Brand Control Systems 10 Why Virginia Tech Gets More by Partnering with CLC? 57 Licensing Administration ~I 14 Proposed Virginia Tech Account Management Team 60 Royalty Operations 18 Brand Protection ~ 61 Reporting and Analysis 20 Brand Management 62 Client Communications :J 22 Brand Development 63 Educational Programming :J 25 Strategic Licensing Relationships 64 Staff and Management 26 National Brand Marketing Initiatives 65 Brand Development Overview :] 28 Retail Marketing 66 Apparel and Non-Apparel Marketing :J 33 Conclusion 67 Retail Marketing 36 Transittioning to CLC 68 Promotional Licensing :J 39 Financial Proposal/Price Schedule 69 Championship and Post-season Marketing :J 43 References 70 Creative Services 44 CLC Client List 71 External Communications :;J 47 Brand Protection Overview 72 CLC International :J 48 Trademark Enforcement 49 National Enforcement :J 50 Internet and E-commerce Enforcement ~ 51 Hologram Labeling Program I~ I ~ 6 THE COU.EGIAH LICENSING COMPANY ------·------' RFP REQUIREMENTS The collegiate Licensing Company (CLC) is extremely pleased to present this proposal for trademark management services in response to Virginia Tech's Request for Proposal 0021537. Our entire staff would take great pride in a licensing partnership with the University so that we help develop and grow the Virginia Tech brand. Que to the comprehensive nature of the CLC proposal and the number of unique services we offer, the information requested in the RFP guidelines can be found in multiple sections of this proposal. The following chart will help you more easily identify CLC's qualifications based on the RFP guidelines. After careful review of CLC's experience, highly qualified staff, systems, and our track record of success, we hope that you will select CLC as the licensing partner that can offer the most to the University. ~I ~I 1. Experience and References: F. Point of sale and promotional marketing - Recommend 3. Price/ Revenue Sharing: Four (4) recent references, either educational or and Implement marketing campaigns for point of sale and Provide a detailed proposal for revenue sharing and governmental, for whom you have provided the type of for special promotions and campaigns; maintain good cost of services. Include a total cost and line-item costs ~: services described herein. Page 43 relationships with large retail chains to negotiate positive for each of the requested services in the Statement of product placement in stores; visit retail establishments to Needs. Pages 39-42 2. Services: monitor point of sale materials for Virginia Tech licensed Provide a detailed description your organization's ability merchandise. Virginia Tech must approve all marketing 4. Statement on Small, Women-owned and Minority to provide the services In the Statement of Needs. tactics and materials. We will not approve programs that owned Business (SWAM) Utilization. Page 42 we believe will dilute or hann the institutional brand A. Royalty management - manage the royalty obligations position. Pages 26-32, 34-35, 67 of organizations that produce licensed goods using Virginia Tech's trademarks including processing G. Violation monitoring - monitor Web and retail sources for payments. Pages 21 and 64 products and organizations in violation of Virginia Tech's licensing requirements; issue cease and desist letters to B. License renewal services ~ process annual license violators. Pages 1-19, 47-53 renewals. Pages 20, 57 - 59 H. Legal counsel - provide ongoing legal counsel on C. Insurance certification - collect product liability trademark and licensing issues Including monitoring of Insurance certificates from licensees. Pages 57-59 U.S. Patent and Trademark Office Infringement, filing renewals for registered marks on behalf of Virginia Tech, D. Compliance review - conduct royalty audit services on and advising the university on . possible legal actions a regular basis. Pages 19 and 52 against infringers (court actions to be outside the scope of this contract). Pages 19 - 22, 51-58 E. Licensing management software and analytlcs - provide software that will allow Virginia Tech to track the I. Reporting - provide quarterly royalty reports; conduct an status of licensing applications and renewals, artwork annual meeting to present annual results. Pages 61 submissions and approvals, royalties, and other key data management. Pages 10,20-21,56-57,58 lf!RGII\IIA POLVTECI\IIC HJSTITIITE AMD STATE IJNIIf/ERSITY 7 ~ I The Collegiate Licensing Company (CLC) is the nation's leading collegiate trademark licensing and marketing agency. Headquartered in Atlanta, CLC assists collegiate institutions in protecting, developing, and managing their brands through a systematic and targeted approach focused on each individual client. The first half of this proposal will provide an overview of CLC's services and how these services would specifically impact the Virginia Tech licensing program in a partnership CLC has partnerships with nearly 200 colleges and universities, bowl games, athletic with CLC. It includes the following sub-sections: conferences, the NCAA, the BCS, and The Heisman Trophy. Founded in 1981, CLC is the largest, strongest, and most influential agency of its kind and represents the vast I. Why Virginia Tech Gets More by Partnering with CLC majority of all annual collegiate merchandise sales. II. The Proposed Virginia Tech Account Management Team Ill. Executive Summary The decision to enter into a partnership with CLC to assist in the management of your Brand Protection trademark licensing program is an important one. As Virginia Polytechnic Institute and Brand Management State University (Virginia Tech) explores all of its agency management options, it is Brand Development important that the University selects an agency that will be focused on the University's IV. Transitioning to CLC individual needs and opportunities. II is equally important that the agency possess the V. Financial Proposal strength and relationships necessary to shape and grow the overall collegiate market, VI. References as this growth will also benefit Virginia Tech. An agency that can provide the University VII. CLC Client List with a well-balanced approach of institutional focus and industry strength will yield the most significant future results for growing Virginia Tech's licensing program. VIRGINIA POlYTECNIC INSTiTUTE Al\!D STATE IJNIIIERSIH 9 I. WHY VIRGINIA TECH GETS MORE BY PARTNERING WITH CLC Many years ago, Virginia Tech established an independent licensing program that has resources and personnel to focus on the specific needs of Virginia Tech, while also been successful, achieving revenue levels in excess of $2 million. It is CLC's belief that dedicating staff to address major initiatives in the market that affect the University. in order for Virginia Tech to maintain its momentum and to continue to expand its brand presence across the country, it will take an agency with expert licensing and marketing Experienced Staff. In a partnership with CLC, Virginia Tech has access to a dedicated It staff, breadth and depth of services, and proven track record of success. and experienced staff. The staff tenure and knowledge of CLC's senior leadership cannot be matched by any other agency. CLC's senior management team combines II: The following are several factors why CLC is best suited to assist the University in for more than 150 years of experience in collegiate trademark licensing. CLC's account accomplishing its licensing objectives. management team that would be dedicated to the University has vast experience working with peer programs and institutions in the Atlantic Coast Conference. lt: Customer First Attitude. Quite simply, a customer service attitude is engrained in CLC's corporate culture and is one of the guiding principles of our organization. We Best Program Analysis. An effective licensing program finds a balance between believe that the best client relationships are true partnerships-CLC working for you to marketing opportunities and program management. While finding ways to market grow your licensing program while Virginia Tech remains the decision maker on every Virginia Tech is one of the means to maximize your program, it is not the only means. aspect of program management. CLC has the ability to measure every facet of the Virginia Tech licensing program. With a best-in-class data management system developed specifically for our business, Agency Strength and Leverage. Despite the claims made by other agencies that there CLC has the ability to analyze the Virginia Tech licensing program from virtually every may be advantages to Virginia Tech being a "big fish in a small pond," the truth of the angle, including product categories and retail distribution channels. A detailed analysis matter is that within the collegiate licensing industry bigger is better. Size, strength, of your licensee base across these distribution channels can identify the areas of and expertise are the means by which the University will be able to accomplish its goal opportunity for the Virginia Tech program. of growing and protecting its brand, and thus, its revenue. CLC is the only licensing agency that represents a critical mass of high-caliber institutions that can open retail Overall YTD Percentage of Apparel Royalties doors and develop national programs. There is strength in numbers-and it works. by Product Category (total institution average) Fierce Retail Competition. The U.S. licensed products industry is highly competitive. u- 15.4% Professional leagues (NFL, MLB, NBA, NHL), entertainment licensors (Disney, .H..,Owur 13,5\J. D II'>IM~1'oddiOfNOUihAp,.rtll 1U% 0 Oll>orApp>rol 9.8% Nickelodeon), and brands (Tommy Bahama, Juicy Couture, Hurley) are all battling with 001Jterw.. : • Perform•""" Apparel 4.4%··~ the collegiate market for retail shelf space. In order for Virginia Tech to be effectively 0TM.,~&I 2.0% [!!) T-shlrts ~0.3% represented to retail buyers, it is important to have an agency with enough clout •WC~r!l!n'•).ppll;tl 19.0% Toto!: HlO.O% and critical mass working on your behalf. CLC is the voice of the collegiate products segment of the retail market, and retailers from across all distribution channels utilize CLC's expertise when making their buying decisions. YTD Royalty Collection Analysis Best Staff to Client Ratio. CLC is the largest and most experienced licensing agency in 'II Apparel 47.ll% • Interest QO% the country. Instead of shying away from this fact, we embrace it. CLC's staff to client 0 Non-A~parel St\.5% 0 P1epaymenl!! 1.£% ratio of 1 to 2.5 is unparalleled in the industry. This ratio ensures that CLC has broad T 10 TilE ClllLEIWHE UCEi\!S!i'IG COMPtH!Y :!l Benchmarking. One of the benefits of a partnership with CLC is the ability to benchmark the Virginia Tech program with other peer institutions. In fact, CLC serves as the agency for 10 of the University's ACC peer institutions and the Conference itself. ~I In addition, CLC's representation of many institutions with programs similar in size to Virginia Tech, such as Kansas, South Carolina, Texas A&M, Illinois, and Oklahoma State ~I compliments and can lead to growth in the Virginia Tech program. Only an agency that represents a broad base of peer licensing programs can offer this capability. '1 ""' ---- -,-~-- :JI Reduced External Program Expenses. Whether it be a reduction in expenses by using "'11 CLC's in-house legal counsel and auditing program, or maximizing the University's current royalty share on promotions and video games, CLC offers the University a broad base of services that can reduce total program expenses when compared to other management options. ~~ Breadth and Depth of Trademark Protection and Enforcement With three attorneys on staff who are experts in intellectual property and licensing issues, a law enforcement :Ji network that spans across the country, a staff that travels to nearly all 50 states each CLC represents more national brands than any other agency, year, approximately 150 licensee audits annually, and the industry's original anti giving our staff a presence in all major retail markets. ~I counterfeiting hologram labeling program, Virginia Tech would have the best possible trademark protection program in the collegiate market. CLC would use all resources available to ensure that every Virginia Tech product in the marketplace is licensed and Be First or Follow. Because of the size and scope of the number of institutions CLC royalty bearing. represents, the biggest retail and licensee programs in the collegiate marketplace start with CLC. With more than 40 universities generating annual royalties of $1M+ Hot Market Experience. With Virginia Tech's rich athletic history, the University knows comprising CLC's top-grossing partners, big programs, new licensees and retailers, all too well that hot market success can come at any time. In this industry, there is no new licensing strategies, innovative promotions, and other leading-edge programs other agency that can match CLC's experience in managing national championship start with CLC. A partnership with CLC provides the University with the advantage of :JI runs, conference titles, and special events. The key to maximizing a hot market is being at the forefront of every major innovation in the collegiate market. experience and preparation. CLC is extremely familiar with hot market opportunities having successfully managed the licensing programs for 18 of the last 20 college :11 Positioned for Future Growth. In today's uncertain economy, Virginia Tech needs to football national champions, 25 of the last 29 champions in men's college basketball, align itself with an agency with the resources and relationships to weather the storm and 17 of the last 18 women's college basketball champions. In fact, CLC is the only and provide the best strategy for long-term growth of its partner institutions. When agency to have managed the licensing program for a university winning a Division assessing the various proposals from licensing agencies in response to this RFP, the I National Championship in football, men's and women's basketball, and baseball. University will be faced with an "interesting" question-will higher revenue percentages By virtue of CLC's unrivaled experience in the planning and execution of hot market in the University's favor lead to higher royalties? Or, will a greater investment back into :.1 licensing programs, the University would be best positioned to maximize post-season an agency partnership with CLC lead to more net revenue growth, as well as continued and championship opportunities. ::JI IIIRGIMIA PO!..YHCI\liC INSTIYIITE AND STATE IJNHIERSITY 11 r MAXIMIZING IMG COLLEGE RESOURCES - AN INTEGRATED APPROACH CLC INDUSTRY LEADERSHIP i SERVICE FIRST/ONLY One of the biggest advantages to a partnership with CLC is the ability to develop an integrated approach to increasing licensing revenue and brand exposure through the Online ArtwOik Review FIRST Electronic logo Distribution FIRST combined resources of IMG College, which is also a partner of Virginia Tech. Hologram tabel FIRST licensing by Product Category FIRST In May 2007, IMG, the nation's premier sports, media, and fashion company, acquired Royally Collection by Product Category FIRST Minimum Royally per UnH FIRST The Collegiate Licensing Company. The acquisition of CLC led to the formation of a Multiple License Types FIRST collegiate division within the company known as IMG College and announced IMG's Digitized Embroidery Files FIRST entrance into the collegiate marketplace. Four years later,IMG made another landmark Analysis by Product Category FIRST Online Royally Reporting FIRST move to become the best sports company in America through its acquisition of ISP Online Management Portal ONLY Sports, the largest collegiate multimedia rights company in the United States. In doing Royally Reporting by Retailer ONLY so, IMG united two of the most well respected collegiate licensing and marketing National Marketing Fund ONLY Retailer Promotional Website ONLY entities under one banner to form the largest, most powerful collegiate sports licensing National Celebrity Endorsements ONLY and marketing company in the United States. Licensee Educational Symposiums ONLY Annual Licensing Directors' Seminar ONLY Virginia Tech has a tremendous opportunity to be a major beneficiary of IMG College's Trademark Review and Tracking ONLY -1 Dedicated National & Local Marketing SlaH ONLY new integrated business approach. Virginia Tech's current partnership with IMG ' College for its Athletic Department's multimedia rights coupled with a partnership with CLC will enable the University to benefit from an integrated approach to maximizing 9 licensing and multimedia rights opportunities and generating more revenue and brand t::r exposure for Virginia Tech. improvement in annual gross royalties? CLC has consistently delivered more net royalties to our clients for more than 30 years. Investment is the key to growth, and Traditionally, licensing and multimedia rights partners/athletics have operated dr1 CLC is constantly investing a share of its royalties to grow our partners' programs. separately, often reporting to different departments with little interaction or Virginia Tech would be best positioned to maximize its net royalties in a partnership cooperation. However, we envision Virginia Tech pioneering a new model of operations with CLC. that will foster a spirit of integration and cooperation among campus departments and IMG's licensing and multimedia rights divisions that will enhance Virginia Tech's brand Virginia Tech Maintains Control. Of all these points, this one is of utmost importance. and generate more revenues for the University. In a partnership with CLC, Virginia Tech would make every decision for its program. CLC offers the experience, resources, recommendations, and best practices of three Examples of how Virginia Tech could directly benefilfrom collaborative efforts between decades of experience, while Virginia Tech maintains its own individual discretion CLC, Virginia Tech Licensing and Virginia Tech IMG Sports Marketing include, but are to manage its program and make decisions that clearly fit the mission, goals, and not limited to, the following opportunities: objectives of the University. The University would direct the relationship, but have a staff of more than 80 experienced licensing specialists at its disposal to maximize the • Leveraging premium-based promotions - CLC and Virginia Tech IMG Sports success of the licensing program. Marketing would work with athletic sponsors to develop sponsor activation utilizing licensed premium items. This would drive incremental sponsorship revenue to athletics through Virginia Tech IMG Sports Marketing on the media 12 HIE COllEGIATE UCEMSII\!G COMP.IU!V I ! ~~ rights side by delivering unique promotional campaigns to up-sell new and/or Building on the concepts above, other institutions have been able to enhance their existing sponsors. Licensing would benefit from better control and consistency licensing program through synergistic partnerships with IMG College. Examples of of Virginia Tech's brand messaging through artwork approvals, assurance that integration between licensing and multimedia rights includes: licensing protections are in place (e.g. product liability insurance), and increased royalty income generated through the use of premiums in promotions. Auburn University - In 2010 and 2011, CLC worked with Auburn to maximize the media rights inventory available to support licensing initiatives. Auburn and CLC created • Unique licensing campaigns - CLC and Virginia Tech IMG Sports Marketing a schedule of retail and licensing programs to promote during each LED board ad, would work to identify and assist existing sponsors in relevant categories to coach's radio show mention, and webpage banner ad. CLC's Retail Development and develop and roll out unique licensing campaigns. This would result in better Design Services staff created the artwork and scripts with Justice, Old Navy, and Brooks ROI for sponsors as well as new and unique products and revenue for licensing, Brothers-all retailers with current collegiate programs. All three retailers received with targeted media already on hand that can be used for promotions and valuable exposure on Auburn's campus that they did not have access to on many other advertisement to Virginia Tech students, fans, and alumni. campuses. This exposure was especially important as all three programs were in their infancy during these two years. • Hybrid licensing programs - CLC and Virginia Tech IMG Sports Marketing would make a concerted effort to cultivate "hybrid" opportunities with notable Another program that has benefited from media rights exposure is the "All Auburn, All consumer brands in desired categories by developing comprehensive licensing Orange" program. Now in its fifth year, the campaign is a joint effort between the Auburn programs that can be supported by local media and/or sponsorships. Given Athletic Department and Student Government Association designed to create unity and the current licensing and multimedia rights footprint and market share enjoyed spirit among the University's stakeholders. CLC worked closely with Auburn to add a by IMG College, we can truly deliver national retail licensing and sponsorship licensing component to the campaign's core. As a result, a local Auburn licensee was programs enabling us to target and attract household name brand companies. given the exclusive rights to produce an annual "All Auburn, All Orange" T-shirt. Royalties from the sale of this shirt support student scholarships and the Student Government's • Increased sponsor roster - CLC and Virginia Tech IMG Sports Marketing would philanthropic endeavors. CLC and Auburn also designed a customized hangtag that tells leverage relationships cultivated with licensees and retailers to become sponsors the story of the "All Auburn, All Orange" campaign. Additionally, CLC generated marketing and/or to advertise with locally relevant inventory through partnerships with collateral to promote the campaign and advertise the availability of the licensed T-shirt. Virginia Tech IMG Sports Marketing. This would help drive incremental spends with Virginia Tech IMG Sports Marketing and increased visibility and awareness auburnloveitshowit.com SATURDAYS -Sincel892- ~ of licensed merchandise and retail partners, which will drive the sale of more licensed Virginia Tech products. • Increased brand exposure - CLC and Virginia Tech IMG Sports Marketing would provide immediate access and promotion of specific Virginia Tech licensing campaigns, initiatives, themes, and related messaging through Virginia Tech IMG Sports Marketing in the way of radio spots, in venue public address announcements, online banner ads, scoreboard mentions, etc. A specific list of the exact resources and the corresponding value is outlined in the financial section of this proposal. li"IRGUUA POl1fTECNIC iNSTITUTE AND STATE UNIVERSITY 13 II. THE VIRGINIA TECH ACCOUNT MANAGEMENT TEAM Dne of the greatest advantages that Virginia Tech would gain through partnership Arizona State- CLC and Arizona State worked collaboratively with Sun DeviiiMG Sports with CLC is access to a stable and experienced staff to help guide future trademark Marketing to develop an integrated activation plan to effectively leverage IMG College's licensing strategy. The University's licensing program will have active involvement valuable media-rights assets during the fall of 2011. Arizona State's licensing team from all levels of CLC's senior management team. leveraged the available media-rights assets to build awareness for three licensing related programs, while also generating incremental exposure for the University's The CLC staff is the leading reason why we have been successful in attracting, brand. The three campaigns included the promotion of the new Arizona State football retaining, and growing a strong base of clients. CLC's senior staff has more than 150 jerseys from Nike; messaging to build awareness for the official "Black Dut" T-shirt years of collective experience in collegiate licensing. Within this base of experience is for a home football game against Missouri; and a spotlight on the women's apparel vast knowledge that has helped expand and enhance the licensing programs for many category that featured fashion-forward Arizona State women's merchandise. Arizona of Virginia Tech's peer institutions that are CLC partners. State utilized LED signs and the scoreboard displays inside Sun Devil Stadium as a vehicle to reach more than 60,000 fans throughout each one of the seven home games The CLC account team that would be assigned to work with Virginia Tech would be as during the 2011 season. CLC's Design Services staff created the custom graphics and follows: messaging, with input from Arizona State, at no additional cost to the University. The graphics were then sent electronically to Sun DeviiiMG Sports Marketing, where they John Greeley, Senior Vice President of Partner Services. John would lead the account were put into rotation and displayed in-stadium during the football games. management team for Virginia Tech. He is responsible for overseeing account management for all of CLC's member institutions. John also serves as a part of the The examples above represent a glimpse into the types of synergies achievable for IMG College senior management team, interacting regularly with the leadership of the Virginia Tech through a partnership with CLC. multimedia rights division, which oversees Virginia Tech IMG Sports Marketing. John is a 1995 graduate of Providence College with a degree in History. Prior to joining CLC in While all of these advantages will provide the University with a sound overview of the 1998, he was the Marketing Manager for the St. John's University Athletic Department. "high level" concepts on why a continued partnership between Virginia Tech and CLC He will lead a team of experienced CLC staff members focused specifically on the makes sense, at the end of the day, the real measuring stick will be CLC's ability to Virginia Tech program. deliver more net dollars and greater services than any other agency or management alternative. As such, the following pages will attempt to provide very specific examples Mike Carlton, Senior Director, Partner Services. Mike oversees all client activity in the of key areas that could be impacted through a CLC partnership, especially in CLC's core ACC, the Pac-12, and the SEC. Mike will ensure that a strategy is developed to best service areas of brand protection, brand management, and brand development. maximize revenue growth and brand exposure for Virginia Tech. Before joining CLC, Mike worked with CBS Interactive for more than six years, serving most recently as a In each of these value-added areas, CLC can deliver industry-leading services and director of University Relations. A native of West Point, VA, Mike obtained his B.S. in expert personnel to help achieve the University's desired growth objectives in the Political Science from NC State University and his M.S. in Sports Administration from future. Georgia State University. Brad Peters, Partner Services Representative. Brad would serve as the primary contact for Virginia Tech. He is responsible for managing the day-to-day relationships with CLC's 10 ACC client institutions and the Conference itself. Brad joined CLC in June 2011 and has played an integral role in the recent transition of Wake Forest's licensing 14 TilE CIH.I.IEIWHIE UCIEI'!Siii!G COM!l"Ai\!V PROPOSED VIRGINIA TECH ACCOUNT TEAM CLC SENIOR MANAGEMENT STAFF CLC SENIOR MARKETING STAFF BILL BATTLE, FOUNDER & CHAIRMAN CATHERINE GAMMON, SVP, BRAND DEVELOPMENT CORY MOSS, SVP & MANAGING DIRECTOR ACCOUNT TEAM JOE HUTCHINSON. VP, APPAREL MANAGEMENT BRUCE SIEGAL, SVP & GENERAL COUNSEL - - - DAVE KIRKPATRICK, VP, NON-APPAREL MANAGEMENT JOHN GREELEY, SVP, PARTNER SERVICES MIKE CARLTON BRIT GORDON, VP, NCAA & BOWL PROPERTIES CATHERINE SINGER, SVP, OPERATIONS SR. Director, Partner Services LIZ KENNEDY, VP, CORPORATE RESPONSIBILITY BRAD PETERS Partner Services Representative BRITTANY EDMONDSON Assistant Representative DANIEL FOGEL Manager, Local Marl!eting NON-APPAREL APPAREL BRAND & RETAIL BUSINESS CORPORATE ROYALTY AUDmNG PRODUCT LOCAUICS OPERATIONS CATEGORY MGT. MANAGEMENT MANAGEMENT DEVELOPMENT DEVELOPMENT COMMUNICATIONS LICENSING OPERATIONS PROGRAM IIIRGII\IIA POl'ITECNIC lli\ISTHUTE AND STATE UNIVERSITY 15 i program to a CLC partnership. Brad comes to CLC after working in the Corporate the transition process for the University's licensing program, as well as the strategic Sponsorship and Client Services division of the Atlanta Falcons, where he assisted planning process to establish long-term program goals. These individuals include: ~ 60 corporate partners through client management and partnership activation. Brad is ~ a graduate of Jacksonville State University, where he played four years of Division Catherine Gammon, Senior Vice President, Brand Development. Catherine oversees I I college basketball. He also earned his Master of Science in Education from Florida CLC'sApparel, Non-Apparel, Brand and Retail Development, New Business Development, State University, where he served as a graduate assistant for the men's basketball and NCAA & Bowl Properties divisions. Catherine came to CLC with more than 15 years d'!: team. of marketing, licensing, and brand development experience with organizations such as Coke and Russell Athletic/Spalding. Catherine and her team will work on behalf of Brittany Edmondson, Partner Services Assistant Representative. Brittany would serve Virginia Tech to develop new product, retail, and business opportunities to help grow on the daily account team for Virginia Tech, providing additional resources and assisting the Virginia Tech licensing program. in the implementation of local marketing programs. She supports ACC, SEC, and Pac- 12 institutions by leveraging the strong relationships developed by our national retail Bruce Siegal, Senior Vice President and General Counsel. Bruce manages and oversees marketing team to implement proactive and unique retail programs, which are a critical aIllegal activities for CLC, including managing the legal department, which consists of part of CLC's efforts to expand the retail presence for CLC institutions. Brittany joined two additional in-house attorneys and three legal assistants, as well as the trademark CLC in May 2010, where she first worked with the NCAA and Bowl Properties Division. registration, enforcement and compliance, and labor code programs. Bruce also heads She earned her B.S. in Business Management and B.S. in Sports Business from The up CLC's membership in the Coalition to Advance the Protection of Sports Logos (CAPS), University of Georgia. where CLC is the only collegiate member along with the pro leagues, as well as our partnership with U.S. Customs and other trademark and enforcement organizations. Daniel Fogel, Retail Development Manager. Daniel is responsible for working Bruce also is a leader in the labor code arena, serving on the University Caucus and the with national, regional, and local retailers on behalf of Virginia Tech, expanding Staff Advisory Committee of the Fair Labor Association (FLA), and maintains regular its retail presence, promoting the availability of new products, and encouraging contact with the Worker's Right Consortium (WRC). Bruce has been an integral part consumer demand. Before joining CLC in 2005, Daniel worked as a season ticket of many campus presentations on Labor Code issues and has visited several factories sales representative with the Atlanta Hawks. Daniel received a bachelor's degree in across the world for on-site inspections through the FLA. Bruce would work closely Marketing from Florida State. with Virginia Tech on all its legal needs and be a resource for labor code issues. Bruce received a Bachelor of Arts from The University of Alabama in 1982, and a Juris Doctor There are also several other key CLC staff specialists that would be involved in both from The University of Alabama Law School in 1986. He has written and spoken extensively on legal and labor code issues. "I know that the staff at CLC cares about making our pro Elizabeth Kennedy, Vice President, Corporate Responsibility. Liz has worked in the gram successful. They have always been responsive to our collegiate licensing industry since 1985 and joined CLC in 2009. Prior to joining CLC, needs and have become an integrated part of our team as Liz assisted in managing the licensing program at The Ohio State University and we make strategic decisions to grow the WVU brand." directed the licensing program at the University of Southern California. Liz's work at CLC represents the expansion of her pioneering work at USC that stressed the - Tricia Petty , Assistant VP for Integrated Marketing Operations, implementation of collegiate codes of conduct for human rights through transparent West Virginia University and responsible supply chain management by licensees. Liz's work at CLC to date has centered on a pilot project designed to assess and evaluate licensee performance in this area by CLC and client universities at key junctures within the licensing process. Liz holds a Bachelor of Arts Degree from The Ohio State University and an MBA from 16 HIIE COLLEIWHIE l!CIEI\ISHI'IG COMPANY ' the usc Marshall School of Business, and she is a past president of the International he worked in television production for Fox Sports Arizona and event management with Collegiate Licensing Association and a past board member ofthe Fair Labor Association. the East-West Shrine Game. Catherine Singer, Sr. Vice President of Operations. As a 17-year CLC veteran, Catherine As previously noted, within the account team assigned to work with Virginia Tech, oversees the licensing process and licensing systems on behalf of CLC's 200 clients there are experts focused on both macro issues such as licensing strategy, as well as and nearly 3,000 licensed manufacturers. Additionally, Catherine is involved with micro issues impacting the University in the local market. The goals of this approach labor code issues on a daily basis, to ensure that the labor code is integrated into are twofold: (1) to ensure that every opportunity is maximized, and (2) to ensure that CLC's licensing and administrative systems to best monitor code requirements for every problem is addressed and resolved. The entire account team is assigned to each CLC institution. As such, she regularly attends FLA meetings, as well as training develop a specific annual plan with the University to ensure that goals are set and that sessions and forums on labor code issues, to keep CLC on the leading edge of systems CLC's performance is measured on a quarterly basis. development and integration of labor code compliance into the licensing process. CLC's staff is committed to serving Virginia Tech. By aligning the Virginia Tech Joe Hutchinson, Vice President, Apparel Management. As a 15-year CLC staff member, licensing program with CLC, the University will have access to a first-class licensing Joe works to outline the suggested goals for the University's apparel marketing strategy. infrastructure, the industry's leading services, and a seasoned staff, while remaining Specifically, Joe works closely with University personnel in making recommendations on focused on the relevant issues facing the program in the local marketplace and on ~I all apparel licensees, product categories, and on big opportunities, such as maximizing campus. We would guarantee the University's client satisfaction by establishing the University's alliance with Nike. Joe works with all of the major collegiate apparel strategic objectives and delivering tangible results. licensees on a daily basis, including, Knights Apparel, Gear for Sports, Top of the World, and many others. Joe also oversees the Product Category Management (PCM) division, which would work with the University to analyze and review product categories, as well as assist in the implementation of any PCM programs the University decides to implement as a part of its unique strategy to grow its licensing program. Dave Kirkpatrick, Vice President, Non-Apparel Management. Similar to Joe Hutchinson's role on the apparel side, Dave seeks to promote the University's objectives from a hard goods perspective and set strategic goals to achieve growth across all non-apparel categories. These categories now comprise more than 35% of total collegiate royalties, and represent a vitally important growth area. Brit Gordon, Vice President of NCAA & Bowl Properties. Brit oversees the team that works with licensees in the execution of NCAA and post-season sporting events, a department that has extensive experience working with Virginia Tech. Brit formerly led CLC's Retail Marketing division, where he worked with national, regional, and local retailers to develop strategies for growing the collegiate licensed segment of the retail market. He has fostered strong relationships with most of the top retail decision makers across the country and can use his expertise to help maximize the critical, short-term windows of opportunity presented by most hot markets. Prior to joining CLC in 1999, VIRGINIA POL VTIECilliC INSTITUTE AND STATE IHIIII!ERSIT'I 17 - I Ill. EXECUTIVE SUMMARY CLC will work with Virginia Tech to achieve its licensing and marketing goals. We the country. This active enforcement network, combined with CLC staff that regularly realize that there are a variety of factors that contribute to the success of a university, travels to markets all over the country, offers Virginia Tech access to enforcement that each institution has unique goals, and that each institution prioritizes its licensing allocations across the U.S. to actively protect and promote the Virginia Tech brand. objectives differently. If chosen to partner with the University, CLC will work closely Further, we would also have a presence along with local law enforcement at Virginia with Virginia Tech to clearly set the University's objectives for its licensing program Tech home athletic events as deemed appropriate by the University. We use a variety and work hard to help meet those goals. We are certain that a partnership with CLC of methods to accomplish trademark protection and enforcement, including state anti would align the University with the industry-leading agency that will deliver more net counterfeiting statutes, local vending ordinances, trespassing laws, and voluntary dollars and better services than any other option. surrender forms. These actions are funded by CLC, sometimes in conjunction with the entities representing the hot market, such as the NCAA, giving the University a national CLC's three primary areas of service to its partners include brand protection, brand umbrella of brand protection. Surrendered merchandise is maintained at no cost to the management, and brand development. These areas of service are outlined below. The University until the respective legal issues are closed. No other agency can offer this capabilities highlighted within this summary are covered in more detail throughout the level of protection, which is a by-product of CLC's sophisticated legal services. back sections of the RFP response. CEASE & DESIST PROGRAM !:1 BRAND PROTECTION As the only licensing agency in the collegiate market with a team of in-house ' intellectual property counsel, CLC has an extensive cease and desist program that can CLC's experience in protecting the trademarks of colleges and universities is unrivaled. be leveraged through a partnership with the University. CLC successfully resolves the Since 1981, CLC has been at the forefront of strengthening collegiate trademark law, vast majority of infringements on behalf of its clients without litigation. The cease and trademark registration and protection, game day enforcement, worker protection, and desist program addresses infringement issues from a variety of sources, including d~, licensee compliance. standard marketplace infringements, Internet sales, and sales made through online auction sites. Each cease and desist letter addresses the specific problem at hand ;d CLC is the only agency with three full-time trademark attorneys on staff, which and also places the infringing company on notice on behalf of all CLC institutions, I combined have nearly 60 years experience focused specifically on collegiate trademark effectively deterring further infringement problems for all institutions. Resolution law. CLC's Legal Department is available to Virginia Tech and its counsel at no added includes agreement by the offending company to stop the infringement and, when 5:1 cost to the University. There is great value to universities in having direct access to appropriate, the payment of damages. CLC's three full-lime trademark attorneys the most experienced attorneys in our field at no additional cost. The amount of time resolve thousands of issues annually. dedicated to each client is directly related to the needs of each institution. All the information generated as a result of the countless infringement actions over ENFORCEMENT the years is maintained in a centralized database. This serves to ensure tracking and Brand protection is the basis of any successful licensing program, and CLC is second prompt resolution of each matter and to document each matter for future reference. to none in the ability to protect the Virginia Tech brand. All internal costs are included within the services provided by CLC for those cases settled without litigation. CLC is also ready and willing to assist clients, both in time Through our representation of nearly 200 collegiate properties, including the NCAA, the and resources, in standing alongside the University in dealing with infringements that Bowl Championship Series (including the Orange Bowl and Sugar Bowl), the Tournament elevate to the level of a lawsuit. of Roses, 21 additional bowl games, and nine athletic conferences, including the ACC, CLC has extensive experience in working with law enforcement officials throughout 18 HIE COU..EGIATE LICENSING COMPA!\1'1 is the auditing program. Virginia Tech's valuable intellectual property rights are best ONUNE ENFORCEMENT .,...... ,.,..._ .... protected by CLC since our license agreement would provide the University the right CLC was involved in many of the early Internet ..,~,.-~:~--~· =.,";;~~;..":...."'.: to collect lost royalties and interest from more than 3,000 companies licensed through infringement issues and is at the forefront in the CLC, even if those companies are not licensed with Virginia Tech. Only an agency with n ...... , evolution of legal and business issues involving a broad base of major institutions can offer Virginia Tech leverage of this magnitude. El·,·:~, ..... t-• f the Internet. CLC's attorneys are well versed in ~ the trademark laws and thus, uniquely qualified CLC's auditors completed 152 licensee audits during the 2010-11 fiscal year, and 1,024 I to assist the University. In addition, as the need during the last six years, at no additional cost to our partner institutions. It is CLC's Q arises, CLC works with Kilpatrick Townsend LLC, an Atlanta-based firm with one of the practice to audit all licensees on a rotating basis, but CLC's auditing staff is always best intellectual property departments in the country. il available to provide additional audits "on demand" when requested by the University. CLC recognizes the challenges inherent with enforcing the unauthorized use of the The audit program continues to be a valuable revenue stream and effective means of F University's marks on the Internet. Therefore, CLC dedicates staff resources to monitor enforcing compliance by licensees. In the last fiscal year alone, CLC uncovered more and address online trademark infringement through online stores, auction sites, and than $2.2 million in unreported royalties for our clients. F: domain name use on a daily basis. CLC addresses online infractions through the cease and desist and contract compliance programs. CLC also participates in eBay's VeRO As a comparative example of the impact that the CLC auditing program has for the p: program, which affords VeRO members the ability to take down infringing products University, CLC's ACC institutions have yielded an average of $24,833 per institution in offered on eBay, as well as utilizing take down policies to enforce unauthorized annual lost royalties over each of the past five years. This data illustrates the impact custom-printing on web sites such as Cafe Press, Etsy, and Zazzle. of CLC's investment in the broadest and deepest auditing program in the industry. As Fi licensing becomes more complex with issues like FOB sales, vertical integration by CLC has one staff member solely dedicated to policing the Internet for possible retailers, and a blurring of product categories, the need for a comprehensive auditing ~I infringement matters and will continue to dedicate staff resources towards identifying program will only continue to grow. and resolving legitimate infringements online, using our network of stall, investigators, licensees, retailers, and institutions to provide the broadest range of "eyes and ears" ACC AUDIT COMPARISON in the collegiate marketplace. While there are plenty of services in the market that can @F. scour the Internet to find domain names and unauthorized logo uses online, the "rubber e. meets the road" when it comes time to actually deal with these perceived infringements ACC Peer I ~ from a trademark infringement perspective. The key to trademark enforcement on Institutions $5,966.53• I $17,698.42"" 1 $16,567.10 I $48,258.48 I $13,496.05 the Internet is not finding issues, as the most egregious and actionable issues will always come to the attention of the University through its vast web of faculty, staff, l.J. students, and alumni. The key to Internet enforcement is legal bandwidth in handling <€B. and resolving any issues. The experience and breadth of CLC's legal team is unrivaled $20,316.01- $25,199.87 $59,686.48 $16,305.84 by other agencies. J I I I * CLC's audit program is the best in the industry. This sample audit snapshot shows CLC AUDIT PROGRAM a 5-year average of annual audit recoveries lor peer ACC institutions. One excellent example of the leverage afforded Virginia Tech through a CLC partnership IIIRGIII!IA PO!..YTIECII!IC iNSTITIITE AND STATE IJNIIIERSIH 19 BANKRUPTCY PROTECTION pilot project designed to enable a university to better understand the degree to which As the current economy continues to take its toll on businesses, CLC's Legal Department its licensees are recognizing and implementing the code of conduct via an assessment monitors the status of licensees that file for bankruptcy protection. CLC files Proofs survey. The timing of this assessment is designed around two critical stages in the of Claim on behalf of affected institutions to recover any unpaid royalties, and when licensing cycle-at the point of evaluation of new applicants for licenses and at the appropriate, engages the licensees in negotiations to ensure that the institutions' yearly renewal of existing licensees. rights are sufficiently protected. When necessary, CLC works with outside bankruptcy counsel who has experience in dealing with collegiate licensing issues, particularly in To date, several hundred licensee surveys have been assessed by CLC and submitted the area of preference claims. Substantial cases have included 4004 (Steve & Barry's), to the participating institutions for evaluation of their current and prospective licensing It's All Greek To Me, and Waterford Wedgwood, as well as numerous other cases partners' CR practices. As a result of the information provided by licensees and the involving smaller licensees. data analysis of the survey, CLC added licensee introductory training to the program in 2011. CORPORATE RESPONSIBILITY (CR) AND LABOR CODES CLC also is committed to improving workplace conditions throughout the world and has CLC staff has also been working to integrate elevated CR standards into university been at the forefront of corporate responsibility/labor code issues since they became a licensing programs that wish to be at the forefront of labor code standards. While focus for many collegiate institutions in the mid-1990s. CLC has an established working this enhanced service may not be a perfect fit for every institution, we do believe it relationship with the Fair Labor Association (FLA) and the Worker Rights Consortium will become a significant and integral component of the future licensing decisions for (WRC) and has developed an in-house system for tracking factory site information and major universities. other labor code management functions. BRAND MANAGEMENT t:: CLC is also the only licensing agency that has developed a more comprehensive labor code evaluation and assessment tool for those institutions interested in deeper The cornerstone of effective licensing program management is a sound base of systems d-· ! management of labor code issues. In late 2009, CLC and three universities initiated a and services to support the University's operations. Other licensing agencies may want I you to believe that brand management services are a simple commodity and identical in function across agencies. While it is true that all agencies may license companies, distribute logos, verify insurance, and collect and audit royalties, these functions are 11 not performed in the same way or at the same level. CLC is proud that nearly every ~ major innovation in the licensing industry was first launched by CLC, often many years in advance of other agencies. SYSTEMS CLC has invested heavily into developing industry-leading, dynamic systems to allow institutions to better manage their licensing programs. CLC's proprietary MyiCLC online license management system provides a complete licensing toolkit at the touch of a button, 24-hours a day, seven days a week. MyiCLC aggregates the license and art approval function with more than 30 customized reports and a library of news CLC staff and representatives from and resources to enable licensing directors to focus on the strategy and execution of partner institutions visited licensee their programs. The back section of this proposal contains a high-level summary of factories in Asia. MyiCLC and other administrative systems and services that are available to Virginia 20 HIE COLLEGIATE UC!ENSII\lG COMPANY Tech through a partnership with CLC. Many of these services are minor elements of the decision making process. However, when leveraged properly, the minor elements '"'""'"'""'"' ;'··-·-· """"- "<"""•'·"·-~ combine to empower Virginia Tech to achieve its goals of maximizing the efficiency ~. ~ ...... ,, ... .. '""""'"' "" of its licensing program, capitalizing on its athletic and non-athletic success to grow ...... -·. ------,_ licensing revenues and brand exposure, and protecting the University's strong brand. In addition to the foundation services outlined in the back of this proposal, please find below several brand management innovations that would benefit Virginia Tech through a CLC partnership. ROYALTY REPORTING BEST PRACTICES CLC delivers its clients industry-leading royalty reporting services, including: ______[:id_ - ··------ • Royalty Collections by Product Category and Retailer - CLC was the first collegiate Sample online royalty report indicating royalties by institution, by licensing agency to collect royalties by product category and the only one with the product category, and any minimum royalties due. systems and historical data to effectively analyze licensing programs. This CLC innovation was launched in 1994. With more than 13 apparel categories and 29 non the wholesale invoice if sold to a third party retailer, or the price charged to a apparel categories by which to analyze royalties, the University could garner invaluable consumer if sold through direct or related retail channels. While such a policy analytical data to serve as a springboard to prioritizing future licensing initiatives. change might result in politically charged feedback, CLC has navigated this Beginning July 1, 2012, licensees will also be required to report royalties by retailer-a process at many other institutions and could do the same if selected by Virginia first for the collegiate industry. This new report will provide invaluable information on Tech. Furthermore, through the thoroughness of the CLC auditing program, the the retail footprint of CLC institutions in order to better develop strategies for growing University is assured that licensees are reporting royalties on a consistent basis. collegiate brands at retail. A deeper overview of royalty collections can be found in the back of this proposal. • Advance Fees by Product Category- CLC's robust royalty reporting system also allows each client to establish institution-specific royalty rates and advance • Minimum Royalty per Unit (MR/U) -Some schools have implemented MR/Us for fees in each product category. For example, Virginia Tech could assess its certain product categories. These institutions establish a minimum royalty on program and assign a different rate for dynamic categories such as headwear certain products and require that licensees pay at least that amount on each and performance apparel. CLC clients can also assess their advance fees by unit sold. With each university establishing its own MR/U policies, CLC has the individual product categories (e.g., T-shirts = $750, headwear = $500, fleece = only specialized reporting system to allow licensees to report and institutions $500). While the University remains in complete control of its rates and advance to track MR/Us by product and category, allowing an institution to effectively fees, CLC's systems are equipped to handle any strategy no matter how diverse. analyze the impact of these policies on its program. • Online Royalty Reporting -In 2007, CLC launched online royalty reporting making • Basis of Royalties - Many CLC institutions have seen the impact that vertical it the first system available to the college market. The system has been widely integration by retailers can have on royalty collections. As such, many clients acclaimed by licensees since its launch, and is now required of all CLC licensees have chosen to implement policies regarding the basis on which royalties when reporting royalties. Through a partnership with CLC, Virginia Tech would are calculated by licensees. An audit of current royalty reporting practices be assured of accurate and efficient royalty reporting as a result of this system. supports reporting royalties based on "first invoice price." First invoice price is VIRGINIA POI.YTIECNIC I~JSTITUTE AND STATE UNIVERSITY 21 BRAND DEVELOPMENT ANALYSIS AND BENCHMARKING A first step in prioritizing growth strategies for Virginia Tech would be a review of Maximizing marketplace presence and the visibility of the institution's brand can be a select benchmarking data that compares the University's licensing program against valuable part of a university's overall marketing efforts and can generate substantial peer institutions in the ACC and on a national scale in order to identify individual revenue for valuable campus programs. In order for Virginia Tech to achieve stable, opportunities for the University. There is no other agency that can offer this valuable long-term growth in its licensing program, specific strategies need to be developed data to Virginia Tech. We believe that analysis of the Virginia Tech program against to expand the University's brand to key channels, consumers, and categories. CLC is ACC institutions, as well as institutions with similar-sized programs will have a the only agency with the unique systems, expert staff, and deep industry relationships tremendous impact on goal setting. CLC is the only agency that can provide this data to develop programs to expand the reach of the Virginia Tech brand and foster that to the University due to its sophisticated systems, as well as the broad base of the sustainable growth. University's peer institutions that are CLC partners. ACC PEER INSTITUTIONS* *The Wake Forest analysis is based on six months of analusis. II Three C's of Licensing Number of Licensees 200 397 318 487 350 ~ Labor MonitoringAffiTiaUon FLAIWRC FLAIWRC FLAIWRC "'' FLAIWRC ! Top Apparel licensee Gear For Sports Nike Nika Knights Apparel Nlke ' I, 2010-11 CLC Ranking 53 44 31 24 8 %Apparel 58% 58% 69% 52% 72% l Top Apparel Category Fleece T-shirts T-shlrts T-shlrts Headwear ~ (%total royalties) (13%) (14%) (26%) (12%) (17%) ~I % Non-Appare' 35% 37% 26% 42% 25% ~ Top Non-Apparel Category Specialty Items Home & Office Home & Office Home & Office Home &Office (%total roya~ies ) (19%) (10.5%) (7%) (13%) (8%) i:l Categories ~ l.J. \WJF e: Number of License' 419 "' 305 350 326 Labor Monitoring Affillatio " FLAIWRC FLA FLAIWRC WRC "'' Top Apparel Licensee Nike Gear For Sports Gear For Sports Ntke Knights Apparel 2010-11 CLCRanklng 22 46 ., 27 92 Consumers %Appare' 54% 49% 62% 60% 30% Top Apparel Category T-shirts T-shirts Fleece T-shirts T-shirts (%total royalties) (12%) (10.5%) (14%) (14%) (5%) % Non-Apparel 38% 46% 32% 34% 70% Top Non-Apparel Category Home & Office Specialty Items Specialty Items Specialty Items Specialty !terns (% total royalties ) (10%) (16%) (13%) (13%) (47%) chan ne Is The charts above illustrate CLC's capability to benchmark Virginia Tech against peer institutions across various metrics in order to identify growth opportunities for the University. 22 HliE CIH.LIEGIAH UCEI'!Sii\IG CIHiiPJU!Y PRODUCT CATEGORY MANAGEMENT- REVOLUTIONIZING THE INDUSTRY Headwear Category Following the completion of the analysis and benchmarking process, CLC would work CLC has worked closely with many institutions to analyze with the University to develop strategic programs to meet the University's goals. One the performance of the headwear category, which is the strategy for maximizing exposure and revenue is a brand management process known third largest apparel category in the collegiate market. The as Product Category Management. objective of the analysis was to achieve the right mix of headwear licensees across multiple distribution channels Product Category Management (PCM) is the evaluation of a licensing program to increase each client's exposure in the marketplace, while by product category and distribution channel to determine the most successful elevating the institution's brand and maximizing product sales and revenues. composition of licensees for a particular institution. In short, it is the "right-sizing" of an institution's licensee base to maximize the opportunities inherent in each product As a specific example, CLC, on behalf of participating institutions, negotiated the terms category across each distribution channel. Collegiate licensing can thrive in a future of an exclusive agreement with Twins Enterprise/47 Brand for its Franchise-style where each individual school takes a more strategic approach, grounded in analytical baseball hat-a fitted, unstructured, closed-back cap that was first delivered to the C;] data and traditional licensing practice. This strategic analysis and selection of best market many years ago by Twins. In exchange for an exclusive license in this specific ' in-class licensees is an approach that has been used by other licensors such as the style of headwear in the mid-tier/better retail channel, Twins was able to make a larger ' pro leagues, character, and entertainment licensors that traditionally compete with investment in the college market in order to drive sales. collegiate institutions for retail shelf space. Mass Retail Channel Program PCM can take many forms, including exclusive and semi-exclusive licensing In the climate of the past several years, consumers have been agreements that can yield increased incentive for the licensees to grow the market trading down in retail channels, shopping more at discount share for collegiate product, which in turn delivers more sales and more net revenue to stores and mass retailers like Walmart and Target than in the institution. In the true spirit of "right-sizing," PCM has also identified under-served department stores. That consumer trend combined with Walmart product categories and invited new licensees into the collegiate market to service becoming the leading retailer in collegiate product sales these categories. created the need for a strategy for this key retail channel that would maximize exposure and sales without compromising the brand equity built by A few examples of Product Category Management initiatives are described below. universities. CLC worked closely with best-in-class licensees to develop exclusive programs in the mass channel on behalf of participating institutions. For example, Video Games Knights Apparel was granted an exclusive license for certain schools for men's T-shirts The video game category has come to represent nearly 20% and fleece in the mass channel in exchange for a greater commitment to producing of CLC institutions' non-apparel royalties. In addition to the and marketing college merchandise. Through this program, Knights has become the revenue that has been generated, the category has exposed a number one collegiate apparel licensee with programs at Walmart, Target, and other key demographic to the traditions, rivalries, and heritage of key mass retailers, delivering higher-quality merchandise the retailers can use to grow universities, like Virginia Tech. their business and generating a significant increase in sales and royalty revenue for institutions that granted Knights the exclusive license. Through this program, Walmart CLC negotiated the terms of an exclusive license agreement with Electronic Arts (EA) sold more units of collegiate product, ultimately driving more royalties for participating for its college football video game and basketball video game on behalf of participating institutions. collegiate institutions. These license agreements incented the licensee to focus on marketing the product, which allowed EA to increase brand exposure and revenue for participating institutions. VIRGINIA I'OLYTECI\IIC IIIISTITIJH AND STATE 111\!IVIERSITY 23 Loungewear Category • In an effort to grow the women's collegiate licensed product For the past three years, CLC has worked closely with many market, CLC worked with Victoria's Secret to develop a institutions to analyze the performance of the loungewear category. college collection through the retailer's PINK brand, a After this analysis was complete, many institutions selected lifestyle brand geared toward young women. CLC worked College Concepts as the exclusive licensee for men's and women's with VS PINK to identify the strategic licensees to develop loungewear in the mass and mid-tier channels of distribution in exchange for annual the product and assisted with campus and community minimum royalty guarantees and an increased commitment to generating revenue. marketing efforts. The vs PINK Collegiate Collection Through its heightened activity at retail, College Concepts has grown the loungewear launched July 2008 and now contains more than 50 universities, including category more than 40% in the past year. Virginia Tech, carried across 750 stores and the retailer's online store. As a result of the VS PINK program, new consumers are being exposed to college MANAGING BRAND INTEGRITY brands, and the women's college licensed product category has grown more One key element of pursuing a PCM strategy is a willingness by Virginia Tech to place than 40%. CLC continues to meet with VS PINK on a regular basis to continue to value on long-term brand equity over short-term financial impact. While ultimately grow the program. increasing revenue is a mutual goal of CLC and the University, if the quest for immediate financial gain comes at the risk of damaging long-term financial growfh or • Capitalizing on the success of the PINK program, CLC the University's brand integrity, we do not believe it is a prudent approach. Balancing took a similar program to Justice, a national retailer that the needs for licensing revenue with long-term brand integrity is a critical discussion caters to young girls ages 7-14. The program targeted point on many campuses particularly in today's economic climate. an entirely new demographic and provided incremental exposure and revenue. Since the Justice shopper aspires EXPANDING PRODUCT CATEGORIES AND DISTRIBUTION CHANNELS to "look like her older sister," CLC worked hard with the retailer to identify Adding licensees in product categories or distribution channels where targeted licensees that could differentiate the product offering from the PINK program, I opportunities exist for growfh is one cornerstone of PCM. CLC has a dedicated staff of but still deliver a classic college look. The program has been a huge success in a 19 specialists across its Apparel and Non-Apparel Management and Retail Development short period of time and is now carried in 662 Justice stores across the country departments committed to developing new market opportunities, whether through as well as its online store. f!dI the introduction of new licensees to the college market or expansion into previously untapped distribution channels. CLC also has a dedicated Business Development • CLC's Retail Marketing staff worked with Old Navy ~ division that focuses exclusively on developing partnerships with existing consumer stores to introduce college to the popular retailer. and corporate brands that bring comparable values to the college market and fill voids After a successful test selling men's T-shirts, the in product and retail categories. CLC is the clear market leader when it comes to retailer expanded into women's, youth, and baby growing the college market for its client institutions. Overwhelmingly, manufacturers products in this non-traditional retail outlet. Old that want to bring new products to the collegiate market or existing licensees with new Navy now carries college in approximately 1,000 stores, including "store within ideas, designs, or distribution concepts, bring their ideas to CLC first. a store" concept shops in many locations to highlight college product. Here are just a few examples where CLC has created innovative licensing programs • CLC partnered with Cracker Barrel, a national restaurant chain with an extensive that are delivering new products or distribution channels for the collegiate market. gift shop operation, to drive the sell-through of college product through an In each of these cases, and many others, CLC's business development specialists in internal incentive contest. In participating markets, Cracker Barrel made the apparel and non-apparel categories met numerous times with these companies in collegiate merchandise its "key item" for the month of September in each oflhe advance of their eventual entrance into the collegiate market. last five years, which alerted store managers to move collegiate merchandise 24 THE COLLEGIATE UCUSING COMPANY !!"'"""~~-~·==~~~~~~~'~'-----~~----~-~~~~~~~~~~-~~~~~~------ into high traffic areas of its stores and create unique telephone conversations, we also conduct in-person meetings approximately displays to draw customers' attention to the product. 5-6 times a year at CLC's offices in Atlanta, Fabrique's headquarters in New The program was instrumental in helping the retailer York City, and at various industry trade shows. exceed its sales forecast for collegiate product and reinforce its commitment to college. Cracker • Tervis Tumbler- CLC has worked with Tervis Tumbler, a top collegiate non Barrel continues to be a strong retail partner and is apparel licensee, to grow the domestics/housewares product category. CLC expanding its college assortment across the more than 500 stores that carry conducts formal meetings with Tervis three times a year-at the January and college product. July Atlanta Gilt Shows and at the Sports Licensing Show in Las Vegas. Tervis and CLC use the meetings to provide business updates and plot strategy for STRATEGIC UCENSEE RELATIONSHIPS Tervis' business. In addition to bringing new products, categories, and companies into the collegiate market place, CLC also maintains the deepest relationships with the industry's leading Because of the number of top collegiate brands represented by CLC, we have been licensees. The following is a small sampling of the communication and relationships successful in engaging licensees to assist our clients in growing the collegiate that exist between CLC and top collegiate manufacturers: licensing segment of the retail marketplace. • Nike -As Virginia Tech's sideline provider, Nike is a very important partner for A partnership with CLC will ensure that Virginia Tech becomes a first-to-market the University. CLC facilitates regular communication and quarterly meetings property within the collegiate landscape and that it will be included in new growth with Nike to address marketplace issues, identify future growth opportunities, opportunities. It will also allow the University to receive the marketing support and develop strategies for maximizing business opportunities around the necessary to execute consumer-oriented communications programs. college market. • Knights Apparel -As the leading apparel licensee in the mass channel, Knights is a critical contributor to the growth of the college market. CLC holds quarterly meetings with Knights management staff either in Atlanta or at Knights' headquarters in South Carolina. • Original Retro Brand/Wildcat Apparel - CLC meets regularly with Original Retro Brand/Wildcat Apparel, a unique, L.A.-based apparel licensee that caters to high-end boutiques and fashion-forward retailers, to discuss ways to grow the licensee's college business and introduce college into new and unique channels of distribution via the College Vault program. • College Concepts - CLC meets regularly with College Concepts, whose headquarters is less than a mile from the CLC offices. Our apparel staff is often the first to review new product ideas the company is bringing to market. • Fabrique- CLC is in consistent communication with key personnel at Fabrique, one of the top non-apparel licensees in the market. In addition to regular VIRGINIA PO!..YTECNIC INSTITUTE AND STATE U~lii!IERSITV 25 BRAND DEVELOPMENT STRATEGIES CLC is the only licensing agency with specific divisions dedicated to brand development and marketing. On the national level, CLC works regularly with retailers and corporate marketers to develop programs to expand the presence of collegiate product and create consumer demand through unique marketing platforms. On the local level, CLC works with retailers and institutions to drive consumer traffic and increase sell-through of merchandise. Additionally, CLC has a division whose sole purpose is to create new, original brand initiatives to generate incremental sales and exposure for collegiate licensed product. Other agencies can say they can deliver marketing, but CLC stands on multiple examples, from multiple institutions, from all corners of the country as a testament to our ability to create and implement a large number of marketing programs. In the realm of marketing today, both bandwidth and innovation is essential. NATIONAL BRAND MARKETING INITIATIVES Since the early 1990s, CLC has recognized the importance of aggressive marketing efforts as a means for expanding collegiate sales. CLC has invested in a number of "national" marketing programs that benefit CLC institutions by leveraging the only • Saturday Since ... National Collegiate Marketing Fund in existence. The multi-million dollar Fund, which In an effort to continue the retail momentum of the College Colors Day 9 is optional for CLC institutions, supports regional and national retail commitments marketing platform, CLC developed and launched the "Saturdays Since ... " !;:; to collegiate product. A few examples of CLC's national marketing efforts are briefly marketing program in 2011. The program, which highlights Saturdays as the ~ outlined below: day for college football, provides retailers with a reason to feature collegiate merchandise during the fall football season, a time when colleges competes • College Colors Day (www.collegecolorsday.com) 11 with the NFL for retail shelf space. CLC created and developed a national holiday called "College Colors Day" as a i!:! promotional vehicle for client institutions, as well as retailers and licensees. The SATURDAYS holiday has been promoted heavily via national radio, TV, Internet, and print ads - Since 1869 - and adopted by many retailers throughout the country in their back-to school sales efforts. CLC partner institutions benefit by being included in these national promotional efforts. 26 TilE COLLEGIATE LICEii!Sii'IG COMPANY • College Vault (www.collegevault.com) hcebook ~ r--Siwloves-. She lclvn Collll!le Gf.i;] CLC has also partnered with a handful of high-end manufacturers, such as ©@11J!oll:®ll: ·------~"···-·-··-· '''" ...... ,,""',,...... _.u Original Retro Brand and Banner 47, to develop a vintage collegiate brand called l~:r::::::::::-:::J """" ~- rn"""' """""" .11.~·~· ..... ,,_., ,.,,...,., .. ,., "The College Vault." The brand was created to expand collegiate product sales ·-- ~~:"· ~ SF;~:;::-...c;;=·:.:,,,.__,_~ into trendsetting boutiques and high-end department stores (Fred Segal, Scoop, ·- __ ...... ,., ""'""""''""'"'"'"" Bloomingdales, Barney's, Nordstrom, etc.). Since its inception in 2005, the College Vault program has grown to become a nearly $30 million program at 1,4SB retail. The growth, especially on the apparel side, has been strongly influenced • ~ ::..'7.,'":.:: ...... _ .. .,.,,..,....,~"""'' "'"""'"'""'' ...... -...... ,,"''"'"-.'' by institutions looking at the overall long-term health of the "vintage-inspired" category, as opposed to short-term gains. • I Love College Hoops (www.ilovecollegehoops.com) CLC, in partnership with leading sports media and retailers, has created a platform for collegiate sales for the late winter selling season. The program, called "I Love College Hoops," is geared toward stimulating sales during the college basketball regular season and leverages the significant hype associated with the road to the NCAA basketball tournament. The platform is promoted nationally through television and radio networks, and a Facebook ad campaign that has attracted thousands of participants. The Facebook ad campaign has delivered tens of thousands of consumers interested in buying collegiate product to the bookstore websites of CLC-represented institutions. The "I Love College Hoops" campaign also provides a local activation component that highlights student sections through an in-game promotional give-away and the national competition for the Naismith Student Section of the Year Award, which was created by CLC. • Women's Initiative (www.facebook.com/shelovescollege) In a major effort to expand the sale of fashion-forward collegiate product to women, CLC launched a women's apparel program called "College Chic." This national advertising campaign leveraged many outlets including People Magazine and Facebook to increase awareness of the growing variety of :r~-= D)=!~:::?':.:..~--·=~ women-focused collegiate product. CLC's women's initiative was recently •S"'E'E".='=-':'.-:::• transformed into "She Loves College," which already has a strong following •:t1=:~-=:='!',;:: li:"::":":"ll:l~":::"--.:!!:'' ______through social media. The initiative's goal is to spread the word about women's 1::2-::.:::-.::·--·-· .-~::·;:::-··-·-- collegiate licensed fashion. -----~ VIRGINIA POLVTIECI\IIC 11\!STITIHIE AMD STATE IIMIVERSITV 27 RETAIL DEVELOPMENT CLC's Retail Development division is focused on growing retail shelf space for collegiate Sample of National Retail Outlets and the Number of Locations In the Commonwealth of VIrginia: merchandise across all channels of distribution. This division has relationships with Belk -20 key decision makers at every level and would work with the University to maximize all Champs -18 local, regional, and national opportunities. Cracker Barrel - 31 Dick's- 23 Dillard's -7 Dne of the fundamental ways CLC builds relationships with retailers is to host receptions Finish line- 28 at athletic events. These events reward existing retail partners and showcase the Hibbett- 20 institution to those that have yet to make product commitments. Dur partnerships with JCPenney- 30 lids- 26 the BCS bowl games and the NCAA make possible the entertainment of major national Peebles- 37 retail decision makers at championship events, which hold much appeal among Target- 21 retailers. Walmart - 110 CLC also maintains the leading physical booth and staff presence at each of three major industry tradeshows, including The Sports Licensing & Tailgate Show, the MAGIC Apparel Show, and CAMEX. CLC is the only licensing agency to sponsor collegiate specific exhibitions of licensed manufacturers at the Atlanta Gift Mart (the largest gift show in the country). CLC's extensive tradeshow presence helps raise the visibility of college licensed products and provides an outlet for developing relationships with retailers and licensees. The above map shows national retail chain store locations throughout the Commonwealth of Virginia that would be targeted lor growing Virginia Tech's A key to developing retailer relationships is the ability to provide the resources necessary brand presence. to foster the success of collegiate product sales. In addition to our dedicated Retail Development staff, CLC also has access to comprehensive retailer mapping software that can be used to overlay university alumni information across a grid of existing and prospective retail outlets for Virginia Tech merchandise. This data can be an invaluable resource by encouraging new retailers to carry Virginia Tech merchandise (sell-in) due the concentration of Virginia Tech alumni and fans in their proximity. CLC has developed relationships with key retailers including Hibbett, Belk, Academy, Macy's, Walmart, Target, Lids, Dillards, Dick's Sporting Goods, JCPenney, Peebles, and many others that are targets for growing the Virginia Tech brand. We regularly work with these retailers to implement promotions on behalf of CLC client institutions. 28 HIE COHIEGUHIE LiCIE!\lSii'IG COMPANY ~~~~------~-- DRIVING CONSUMER DEMAND AT RETAIL National Retailer/Regional Rivalry Programs Once retailers commit to carrying collegiate licensed product, CLC will then work with CLC has partnered with Lids for the last couple of years to execute Virginia Tech and the retail community to ensure sell-through by designing marketing a college football promotion aimed at leveraging the excitement programs to drive consumers to a particular destination. CLC is the only agency with of rivalries to stimulate additional headwear sales. The program resources dedicated to developing marketing platforms on the national, regional, and touched 14 universities across nine states. The campaign included local levels. CLC's Retail Development division works closely with members of the an incentive contest that awarded associates from top-selling Lids Partner Services staff to develop retail marketing programs. CLC also has two graphic stores with tickets to marquee rivalry games in their respective designers on staff and two full-time public relations professionals that assist in the regions. Store associates also wore rivalry T-shirts throughout execution and promotion of local and regional marketing programs. the campaign, and collegiate headwear was featured prominently in the participating locations. Within the ACC, more than 32 Lids stores in two states participated in the The following initiatives are examples of national retail programs that were developed program. to drive consumer demand: CLC developed a national marketing platform SHOP _ National Retailer/Single Institution called "Choose Your Blue," which was built on the CLC worked with Minnesota and Target to produce storied basketball rivalry between Duke and UNC an advertisement and offer an automatic discount Chapel Hill. CLC developed graphics to promote the in the Star-Tribune's commemorative TCF Bank program and worked with key licensees to develop Stadium issue. The ad featured product images "Choose Your Blue" merchandise. Additionally, from Knights Apparel and announced to fans that CLC achieved increased placement of Duke and all Minnesota apparel was 20% off during a two UNC product at retail and leveraged the theme for increased sales, especially from week period at any of the 51 Target locations in the state carrying Minnesota product. online retailers. CLC also supported the program with advertising and leveraging its The promotion exceeded expectations. Target noted that Minnesota sales during that relationship with ESPN, which had the broadcast rights to the rivalry game. two-week period exceeded $50,000. LOCAL/REGIONAL MARKETING INITIATIVES National E-Commerce Retailers/Select Institutions In addition to the leadership role CLC takes on national level to market collegiate CLC completed its first female-focused online retail brands, CLC executes more local and regional marketing programs than any other promotion in conjunction with University Chic and Team Fan agency. CLC is the only agency with resources dedicated to developing marketing Shop through the College Chic marketing platform. Auburn, platforms on the local and regional levels. CLC's Retail Development Division works Illinois, Missouri, UNC-Chapel Hill, and Washington were closely with members of the Partner Services staff to tailor programs to local, regional, chosen to participate. A UniversityChic.com student blogger and campus retailers. from each institution was given a $200 gift certificate from Team Fan Shop. The student purchased apparel items from CLC works with local and regional retailers to increase the sell-in and sell-through of Team Fan Shop representing each school. The student collegiate licensed merchandise and to enhance the visual presence of participating blogger then posted pictures of her wearing licensed retail locations in a manner that promotes CLC institutions' products to consumers. product, along with other non-collegiate items in a very There are several ways to accomplish these objectives, including in-store signage, fashionable way and wrote about the merchandise. consumer register-to-win contests, gift-with-purchases, retailer internal incentives, storefront display contests and retailer hospitality and partnership programs. These VIRGINIA POLYTECNIC INSTITUTE AND STATE UIIIIIJERSIH 29 fundamental methods have a proven track-record of success and can be accomplished 2012 basketball season, 38 retailers participated in the promotion with 27 seeing an seamlessly by utilizing GLG's creative resources and retail relationships. increase in sales during the promotional period over that same period last year. The examples below provide a glimpse into the breadth and depth of GLG's local and Georgia Tech - GLG joined forces with Georgia Tech to regional marketing efforts: launch the "I Want My GT" campaign during fall 2008. The consumer activation program is designed to empower Regional Retailer Display Contest Georgia Tech fans to encourage Atlanta-area retailers to West Virginia University - GLG worked with the Roanoke carry more Georgia Tech merchandise. As a University office of Kroger to run an internal display contest among 42 in a major metropolitan marketplace with relatively Kroger locations in the region. Each location was encouraged small student and alumni populations, Georgia Tech faces significant competition for to develop a creative display of their West Virginia product consumer and retailer mindshare. To overcome "noise" in the Atlanta market and spark in a high-traffic location of the store. The store that had the consumer activism, Georgia Tech worked with GLG to create "I Want MY GT" cards best display, as judged by West Virginia, received eight pre-game sideline passes and that fans can deliver to local retailers to demonstrate their desire for an increased eight tickets to an upcoming football game. presence of officially licensed Georgia Tech merchandise. Cards are distributed to fans at Georgia Tech's home sporting events and via www.iwantmygt.com. Local Retailer/Local Rivalry Program GLG worked with the licensing departments and East Carolina University - GLG collaborated on the creation of athletic departments at Gal and Stanford to organize a the EGU Retail Champions program. The purpose of the Retail "Battle of the Bands" at Union Square. The event was Champions program is to secure a commitment from key local aimed at bringing the spirit of the Big Game rivalry and regional retailers to carry EGU licensed merchandise year to the universities' alumni working in downtown round. Retailers enter into an agreement with EGU that outlines the San Francisco. GLG also coordinated with Nike-Gal expectations for each retailer and the assets or benefits received and Stanford's official sideline partner-to position in exchange for the support. EGU currently has 25 retail partners neighboring NIKETOWN as the retail destination for fans the week leading up to the actively involved in the Retail Champions program. These retailers game. NIKETOWN purchased incremental Gal and Stanford merchandise for the event receive access to game tickets to use in consumer promotions, and dedicated its front window exclusively to the Big Game rivalry. It also presented acknowledgement on the in-stadium video screen, recognition fans with an opportunity to have their picture taken with "The Axe" and to register-to in the gameday program, and an invitation to an annual retail win tickets to the Big Game. reception honoring retailers involved in the program. School-Specific Retail Marketing Programs University of Washington - During the 2007 football season, During periods on the athletic calendar when students are the University of Washington honored its 1960 football national not on campus, GLG works with Lids stores to execute gift GET TWO TICKETS championship team by designating its home game vs. USC as the TO A MIAMI' MEN'S with-purchase promotions that put to use ticket inventory BASKETBALL GAME "Legacy Game." Working in conjunction with Washington and Nike WITH n!E PURCHASE OF ANY ~!AMI HAT that typically goes unused. By offering two tickets to an Team Sports, GLG introduced the Legacy Collection that included athletic event, including men's and women's basketball, ~~::· lll~l_1. a mix of apparel merchandise commemorating the 1960 football baseball, and lacrosse, for every hat purchased, these ::-=~---· HOOPS national championship. GLG facilitated cooperative discussions promotions drive sales of licensed headwear as well as ill!) =="==·-=-=.:=- between Washington and Nike Team Sports on many program support attendance at athletic events. During the 2011- details including logo design, product assortment, and distribution strategy. To support 30 THE COHIEGiiHE liCENSING COMPAfn' the buy-in and sell-through of the legacy Collection at retail, CLC created point-of by Washington's Trademarks & licensing Department with purchase signage for Washington's retail partners that carried Legacy merchandise. support from the Athletic Department, Alumni Association, and Washington and CLC also teamed with Just Sports to facilitate an enter-to-win University Bookstore. The foundation of RDWP is a collection of consumer sweepstakes. The grand prize was four tickets to the Legacy Game and a portraits featuring Washington athletic coaches, faculty, and Just Sports consumer gift card. recognizable alumni including Mr. Bill Gates Sr. Washington added a new component this year by including several children University of California, Berkeley - CLC worked closely with in the RDWP campaign. The University has utilized Seattle city Cal and two of its local retail partners to develop and execute buses, campus shuttles, stadium signage and key campus a gilt-with-purchase promotion during the 2008 football season. landmarks as its primary billboard for promoting RDWP. It U-Threads and Hat Club were each given 50 tickets for the home has also provided its local and regional retail partners with rack toppers and signage game versus Colorado State. Consumers spending more than $50 consistent with the campaign's visual elements. CLC has been on call for the University, on officially licensed Cal merchandise were provided two free providing creative input and strategic direction as needed. tickets to the game. CLC coordinated the execution of the program with the retailers and provided the corresponding signage. The State of Oregon's College Colors Friday (CCF) - In-state rivals, Oregon State, Oregon, and Portland State collaborated School-Specific Brand/Color Campaigns with CLC on the development of College Colors Friday. The In the past 24 months, CLC and several progressive partner institutions have expanded objective of CCF is to create "college" awareness throughout upon traditional retail marketing programs and launched brand campaigns. These the State by encouraging alumni and fans of each institution to campaigns typically center on the institution's colors and serve as a university-wide wear their "colors" every Friday. CCF serves as the overarching communication platform for voicing school and community pride. Selling licensed campaign theme and has started to win statewide support from merchandise is an important component of these brand campaigns. However, it is our retailers, government officials, and mainstream media due to experience that these campaigns also have the greater potential to utilize licensing the collective assets and relationships of the three institutions. to tell a broader institutional message that resonates across academics, athletics, Oregon State, Oregon, and Portland State have also created school-specific messages alumni, and many related campus and community constituencies. within the broader campaign to appeal to their direct constituencies including the campus and local community. CCF local marketing examples include the distribution West Virginia University- CLC's first marketing initiative as West of bookstore coupons for individuals spotted wearing school colors, advertisements on Virginia's partner was the "Be A Mountaineer" brand campaign. reader boards in the student union, and a CCF Facebook page. By creating a campaign that instilled pride in the West Virginia consumer CLC created a call to action for the university, athletics, licensing Overviews and Institution At-A-Glance Materials and even retailers to use in their marketing. The campaign, which With retail buying decisions often being made by national offices included a video commercial, radio tagline, and retail signage, or regional managers not familiar with their markets, CLC was developed in 2008 and launched prior to the 2009 season. The embarked on a program to develop targeted educational tools 2010 and 2011 Fan Shirt featured the "Be A Mountaineer" tagline to encourage retailers and key licensees to add schools to their to further build on the popularity of the campaign. product mix. CLC used its internal graphic design staff to develop printed institutional licensing overviews to deliver to retailers and University of Washington - In 2007, the University of Washington reintroduced its "Real licensees targeted for growth in a designated university market. Dawgs Wear Purple" (RDWP) campaign. RDWP is a simple, yet effective brand campaign These overviews provided a snapshot of key alumni demographic data to support the aimed at encouraging Husky fans to think, live, and wear purple. The campaign is driven sales of an institution's product, as well as key facts about the university or its licensing lf!RG!NIA 1'01.\'TECI\IIC INSTITIHE AND STATE 11NIIfERSIT11' 31 program, and were used as a basis for discussing specific institutional marketability. apparel items for the program. Finally, CLC worked with McArthur Towel and As an example of the positive impact of these tools, the overview produced for East the Nebraska team store on a gift-with-purchase of officially licensed 3001h Carolina University, was a catalyst for the growth of retailers carrying ECU product Sellout product. from one Walmart store to 13 and from no retail presence in Dick's stores to nine retail doors or\Jering product. • CLC worked closely with Illinois on the design, execution, and promotion of its Social Network Media "1001h Year of Basketball" program. CLC has created a consumer portal on Facebook for CLC's Design Services staff designed the multiple clients. This social media marketing platform mark, which served as the cornerstone of <::;..~--- ~:?:,;:-~-::::='!:.';:::=;:::.::-"""""'~-- allows schools to directly interact with their consumers the program and commemorated the rich ~~"" -~~:=-~-:':-~- by ensuring the fans received weekly messages regarding ~-,R~ history and tradition of Illinois' basketball new products, promotions, and retail events. :E: o~~E.§'f.e program. Several key licensees were granted semi-exclusive rights to the logo and reported an accelerated royalty One example of such a promotion was when Texas A&M and CLC teamed up to create rate on all Illinois Centennial merchandise. CLC's Retail Marketing Division a student scavenger hunt using social media platforms, Facebook, Twitter, and Four executed consumer register-to-win promotions with many of Illinois' local Square. The promotion encouraged students to explore the Texas A&M campus and retailers. make personal connections with other students by utilizing Texas A&M's official social media sites. The promotion integrated licensing by rewarding students with the • CLC worked with Tennessee to honor women's basketball chance to win officially licensed merchandise from adidas and receive discounts from coach, Pat Summitt, on her historic 1,000 victories during the Texas A&M Bookstore for students that "checked in" to the Bookstore using Four her career with the Lady Vols. A special licensing program Square. was established that included a commemorative logo that was designed by CLC's Design Services staff. The Commemorative Programs program was created to honor this great achievement CLC is the only licensing agency with the in-house resources to maximize and was exclusive to adidas, Knights Apparel, and Bacon & Co. The logo was unique campus milestones and commemorative opportunities. CLC's Corporate also used on product, in marketing programs created by the Tennessee Athletic Communications Department, which includes graphic designers, works hand-in-hand Department, the online athletic store, and by IMG College through media and with Retail Development and Partner Services staff and CLC institutions to develop several campus promotions. Further, Cracker Barrel agreed to market an comprehensive programs to memorialize important University events such as new exclusive line of Lady Vol merchandise to celebrate Summitt's 1,000 wins in the facilities, anniversaries, team records, new or storied coaches, and other unique chain's Tennessee stores throughout the basketball season. opportunities to enhance brand awareness. Below are just a few examples of recent university commemorative programs in which CLC has played a key role. Please see pages 34 - 35 for more examples of CLC's unrivaled marketing efforts at the local, regional, and national levels to support retail sales of collegiate licensed • CLC assisted the University of Nebraska in maximizing licensing merchandise for our partner institutions. opportunities associated with its "3001h Consecutive Sellout" of Memorial Stadium. As part of these efforts, CLC participated in conference calls with Nebraska and adidas to plan retail signage and an apparel product assortment. In addition, CLC advised Nebraska in selecting key licensees to supply non- 32 THE CIH.I.EGIATit liCUSiii!G COMPAI\'IV ········-········---··------CONCLUSION When the University considers its licensing management options, we hope that the right answer becomes clear. We hope that through the information provided in this proposal that we have shown why CLC is the best management option for the Virginia Tech Trademark Licensing Program. We believe there are significant economies of scale that can benefit Virginia Tech by partnering with an agency that represents most of the top collegiate brands in the country. Further, CLC's ability to benchmark and analyze the University's licensing program across various products and retail channels results in invaluable data, elevated brand exposure, and maximum units sold resulting in increased royalty income. There is only one agency with the size, resources, and base of experience to lead the Virginia Tech licensing program down a path towards continued success in the future. It is CLC's belief that continued growth in the Virginia Tech program will not occur by accident, but rather through the services in brand protection, brand management, and strategic brand development offered by CLC. Our staff would be committed to Virginia Tech and would proudly work hard to serve the University's best interests by providing unparalleled experience, knowledge, and support systems in the licensing industry. We look forward to a possible partnership with the University and the prospect of working with you to expand the exposure of the Virginia Tech brand and increase the University's product sales and licensing revenues. Thank you for your consideration. GO HOKIES! VIIHHII!IA PIH.VTECNIC IIIISTITIHIE Ai\JD STATE UNIITERSHY 33 CLC IS THE I EADER IN NATIONAL, LOCAL, AND REGIONAL 34 HIE COHEiW\H LICENSING COMPANY MARKETNG PROGRAMS TO BUILD COLLEGE BRANDS. WIN IWO ncmsm an autographed football from Bobby Bawden ar Randy Shannon II> ------\' 'I ' ' ' ~---" ' 'lm.Ciii VIRGINIA POLYTECII!IC INSTITIJTE AND STATE IJNIVERSITY 35 l IV. TRANSITIONING TO CLC If Virginia Tech selects CLC as its licensing partner, there would be two key elements institutions in the general geographic area where the company is located. We realize to the transition plan-the tactical licensing program transition and the strategic that these companies have specific needs and are simply not set up to function like a goal setting and planning process. Recommended plans for each are included in this large national licensee. Every aspect of the licensing process is designed to streamline section. the administrative burden placed on these companies, while ensuring consistency for the necessary requirements, such as product liability insurance and labor code TACTICAL PROGRAM TRANSITION compliance. If CLC is selected by Virginia Tech through this RFP process, the key first step would be to effectively transition the existing base of licensees in a seamless and efficient CLC also offers a very limited license agreement called an Internal Campus Supplier manner. CLC's proven track record of success with transitioning large university (ICS) license. An ICS licensee would only have the right to produce a product for licensing programs should provide Virginia Tech with a great deal of comfort. In the internal use by the University, if the University's purchasing policy required licensure last decade, there have been 20 major universities ($500,000+ in revenues) that have for campus suppliers. CLC would work with the University to determine how these transitioned into a partnership with CLC. Today, every single one of those universities companies would best be served, whether through our Locai/ICS program or maintained is still a CLC partner. Moreover, each of those clients that has been with CLC for in-house by Virginia Tech. more than three years has renewed an agreement with CLC, validating their original decision to partner with CLC. An integral part of the transition process will include introducing CLC to Virginia Tech's local and ICS licensees. CLC will spend lime in Virginia Tech's local market meeting Further, there have been eight institutions-Arizona State, Kansas, Washington State, with these licensees to begin opening the lines of communication and to assist these South Florida, Vanderbilt, University of California, Davis, Texas A & M, and Wake key licensees with a successful transition. Forest-that have partnered with CLC after managing their program with another agency. It is our hope that Virginia Tech will contact these institutions and explore TRANSITION LOGISTICS the key differences between agencies, as well as the effectiveness of the transition In order to provide Virginia Tech with a better understanding of a potential transition process through CLC. into a partnership with CLC, we are proposing the following six-month transition plan for the University should you decide to partner with CLC. For the sake of this proposal, A team of experienced CLC staff members would be assigned to coordinate the we have used July 1 as a starting point in the following plan. This timeline would be transition process for Virginia Tech's licensee base. Past experiences have shown that adjusted accordingly to align with the University's decision timeline in this bid process. a large percentage (75 - 90%) of a university's licensees are already under contract with CLC, and therefore, the transition process is seamless for those companies. May 22-24, 2012 - Virginia Tech licensing staff attend CLC Licensing Directors' Furthermore, our experience working with licensees from the Commonwealth through Seminar in Atlanta. our partnerships with the University of Virginia, George Mason, James Madison, and Virginia Commonwealth, has given our staff a good idea of the range of companies June 2012- Full industry trade announcement of the new partnership in the media. that may already be licensed with Virginia Tech. June 2012 - CLC Transition Team visits Virginia Tech for several days of meetings, Recognizing the potentially sensitive nature of local licensees, CLC has developed key staff introductions, licensing program logistics transition, and initial strategic two specific processes for these types of Virginia Tech licensees. CLC would manage planning. As part of these initial meetings on campus, CLC staff will utilize our all local licensees through the Local/Internal Campus Supplier Licensing Division. By "Transition Checklist," which has been created to address all relevant issues for a definition, a local licensee is a company that is licensed with CLC for five or less transition. Examples of the specific issues are: 36 HIIE COllEGIATE liCIEI\!SiNG COMPANY • Reviewing current Virginia Tech license agreements During our visits we would also like to meet with all relevant campus departments • Implement Virginia Tech's decision regarding Establishing appropriate royalty to raise awareness of CLC and Virginia Tech licensing. These departments include rate and advance fee structure alumni, purchasing, bookstore, etc. • Working with Virginia Tech on transition letters to be sent to University licensees • Establishing or reviewing exemption policies, if necessary September- December 2012- Begin strategic marketing program implementation • Reviewing Virginia Tech artwork and ensuring proper digital formats with retailers and licensees. • Confirming labor code regulations and standards for Virginia Tech • Obtaining copies of Federal and State registration information for ClC's legal Although this initial outline is fairly broad, hopefully it provides you with an overview Department tracking and analysis of the University's trademark portlolio of how the first several months might look in a partnership with ClC. Each initiative • Updating advance fee balances and past royalty reports from Virginia Tech would be strategically planned in conjunction with the Virginia Tech licensing staff in licensees order to effectively complete the transition and set the framework for future growth of • Obtaining copies of infringement reports on past problem companies and issues the Virginia Tech program. The University can tap into the agency with the best track record of success to utilize "best of breed" licensing strategies to achieve its own :C July 1, 2012 - Royalty collection by ClC begins for Virginia Tech licensees. ClC to branding and marketing objectives. perform marketplace analysis in the local marketplace to gain an understanding of compliance and retail opportunities; ClC to work with Virginia Tech to schedule local licensee audits for the 2012-12 year in order to ensure proper reporting procedures are being followed by Virginia Tech licensees. July - August 2012 - licensing program transition begins-changeover of license "From the outset of our relationship, the staff from CLC has agreements to ClC management; Virginia Tech licensees transferred to ClC been professional, thorough, and prompt in dealing with all of management under appropriate license-Standard, local, Internal Campus Supplier; the complex issues in transitioning from our in-house licensing licensees begin interlacing with the University through ClC's licensing management program to CLC. The fact that they have been through this technical infrastructure (MyiCLC, Logos on Demand, etc). process more than 20 times with major universities eliminated our learning curve and allowed me to focus more on strategy August 2012 - Key University licensing personnel visit ClC's Headquarters for two than tactics. Going to CLC was the best decision we ever made days to gain a full understanding of all staff and resources. Day two is spent on high for our program!' level goal setting and strategic planning, developing a Goals & Objectives Plan for the year, establishing objectives for marketing programs for 2012-13, and securing commitments from retailers. - Dave Lindquist, Director of licensing, University of Minnesota September - October 2012 - CLC staff visit Virginia Tech to meet with local licensees to answer questions and educate licensees on licensing requirements and CLC's role, as well as meet with Virginia Tech Athletics, Virginia Tech IMG Sports Marketing, and CLC Business Development staff to build relationships and develop a promotional plan lor the upcoming year. IHRGUIIA POlVTECNIC INSTITUTE AND STATE IJN!VERSITV 37 l STRATEGIC GOAL SETTING STRATEGIC PLAN If CLC is selected by Virginia Tech to serve as its licensing agent, a top priority would CLC meets with each partner institution annually to set strategic goals for the be assessing the University's licensing program against CLC's "Strategic Licensing coming fiscal year. This is a comprehensive process designed to ensure that we Roadmap," which is the core methodology that our staff uses in identifying key achieve the University's goals for its licensing program. In general, the process for strategic issues that can positively impact the growth of the program. The pyramid developing a strategic plan for the Virginia Tech licensing program would include: below shows the logical progression that every licensing program must consider in building its long-term plans. • Analyzing Virginia Tech's licensing program to determine potential opportunities to implement a strategic brand management program to maximize sales and The Partner Services accountteam from CLC would spearhead this project in conjunction retail presence to generate increased royalties. As part of this process, CLC with the University's Licensing Department and other campus stakeholders. Using this will conduct a comprehensive review of Virginia Tech's current licensee base "Strategic Licensing Roadmap," we would establish objectives in every key element of to enable the University to make its own management decisions regarding its the program with measurable timelines and operating objectives forming the annual royalty rates, advance fees, and MR/Us for implementation by CLC. CLC will plan for the licensing program. also cross-reference Virginia Tech's licensee list with CLC's lop-200 licensees to identify opportunities to expand Virginia Tech's base in underdeveloped product categories and distribution channels. • Meeting with key licensees such as Nike to outline key action items for achieving an agreed upon, long-term vision for the NikeNirginia Tech partnership. CLC'S STRATEGIC LICENSING RDADMAP • Maximizing Virginia Tech's participation in CLC's Brand Marketing initiatives EXPANSION including College Vault, College Colors Day, the National Collegiate Marketing Fund, I Love College Hoops, and She Loves College. LOCAL LOCAL LICENSEES RETAILERS COMMUNITY • Developing a retail strategy to overlay notable alumni pockets with a database of retail store locations to identify new areas of opportunity to expand Virginia Tech's retail presence across the country, as well as a plan to lap into the local GENERAL RELATIONSHIPS and regional retail markets through innovative marketing programs. COUNSEL • Reviewing Virginia Tech's trademark porllolio to ensure the University's PROGRAM STAFF RESOURCES STRATEGY intellectual property is protected and adding new intellectual property such as PHILOSOPHY campus icons and traditions to its licensable assets. IDENTITY LICENSING POLICY CON111ACT PROTECTION • Establishing an enforcement calendar to ensure key sporting events are GUJDEUNES COMPLIANCE covered throughout the year. INtELLECTUAL PROPERTY FOUNDATION • Communicating with Virginia Tech IMG Sports Marketing to determine the most effective use of multimedia rights resources available through our partnership for promoting initiatives designed to expand the Virginia Tech licensing program. 38 THE COLLEGIATE UCEr~SII'!G COMPANY ::J V. FINANCIAL PROPOSAUPRICE SCHEDULE "Which licensing agency is most capable of delivering the best-in-class services and •Innovative Licensing Strategies. Given the globalization of the retail marketplace, which is in part responsible for the uncertain retail climate, increasing economic expertise in the mission critical areas of brand protection, brand management, and pressures on the supply chain, and a continued emphasis on licensee's corporate brand development?" responsibility initiatives, it is important that the University manage its licensing program in a strategic fashion. CLC has effectively implemented innovative That is the crucial question that the Trademark Licensing Office and the review strategic brand management programs on behalf of many of its partner committee must ask in determining the future of the Virginia Tech's Licensing program. institutions over the past five years. CLC is the only licensing agency with the We believe that a partnership with CLC is the best pathway to maximize both brand systems, staff, and resources to continue to provide the data and expertise, and exposure and revenues, while assuring that assuring that Virginia Tech's brand is relationships necessary to effectively manage growth opportunities in licensing. protected for long-term growth. While the University must continue to set its own strategic course in licensing, the breadth and depth of CLC's experience will help to eliminate the learning There are five key areas that we hope the committee will assess in determining the curve on licensing strategies in the future - regardless of which pathway is chosen. future direction for the Virginia Tech program: • A Proven Track Record. As illustrated throughout this proposal, CLC's has proven • The University's Brand Positioning. We believe that Virginia Tech would maintain itself at other major universities that have faced a similar decision of choosing its strong position in the collegiate segment of the retail marketplace by aligning a licensing agency in the past decade, including universities like Arizona Stale, itself with the agency that already represents ten other ACC institutions, Minnesota, Rutgers, Texas A&M, Wake Forest, West Virginia, and Vanderbilt, as well as the Conference itself, and a number of other programs of similar which have all recently aligned with CLC. Additionally, many existing CLC clients size. A partneship with CLC would benefit the University across every major have chosen to renew our partnership, validating our track record with these aspect of the licensing program including enforcement, auditing, contract clients. We firmly believe that we are the best choice as a partner to assist in compliance, corporate and social responsibility, general administration, brand the management of the Virgiia Tech licensing program. awareness, and retail expansion. Simply stated, the University will enhance its brand objectives by utilizing CLC's economies of scale. No other agency or A partnership with CLC can deliver these five factors and much more to the University. management option can bring this to fruition for Virginia Tech. Yet, at the end of the day, we also understand that dollars and cents may matter most • Access to Key Relationships. Virginia Tech would have access to virtually every in an increasingly challenging budget environment on college campuses. Therefore, key retail buyer in the country through a partnership with CLC. Most major retail our financial philosophy is a simple one. We must be able to generate more net dollars buyers deal almost exclusively with CLC in the collegiate market. and provide far greater services to our clients than can be achieved through any other alternative management option. Our ability to deliver on this philosophy for Virginia • IMG Integration Opportunities. A partnership with CLC also delivers Virginia Tech Tech primarily relies on two key factors: the vast resources, experience, and leverage of IMG, the premier global sports, media, and entertainment company. Virginia Tech will benefit from an integrated • Positive revenue increases that result from CLC delivering new products, new business approach within IMG's College Division that will maximize all licensing licensees, increased retail distribution, brand marketing campaigns, retail and multimedia rights opportunities and drive more revenue and greater brand marketing campaigns, promotional opportunities, enforcement, and audit exposure for the University. Our financial proposal, which integrates media collections for the University; and assets from Virginia Tech IMG Sports Marketing, is proof positive of this pledge. VIRGINIA POLVTECI\!IC INSTITUTE AND STATE UNIVERSITY 39 • Reduced program administration expenditures by continuing to provide the FULL-SERVICE DOMESTIC LICENSING RIGHTS University with outstanding administrative systems, legal and enforcement In exchange for a six (6) year agreement, CLC is pleased to present the following services, auditing, corporate responsibility, and technology to streamline financial proposal: licensing processes. Virginia Tech receives: An agency's ability to invest heavily in both of these areas is directly tied to the size • 90% of the first $2,000,000 in annual gross royalties and scope of its operation. We have attracted a stable base of experienced personnel, • 80% of annual gross royalties from $2,000,000 to $4,000,000 built a world~lass infrastructure, and established many innovative programs for our • 85% of all annual gross royalties in excess of $4,000,000 customers as a result of having a strong group of clients. • Additionally, in year one of the agreement, Virginia Tech's Licensing Department We believe that a Virginia Tech partnership with CLC will afford the University the would receive a multimedia rights package valued at $50,000 with Virginia Tech IMG Sports Marketing at no cost to the Licensing Department. In each of the maximum opportunity for future success. As such, we are pleased to respond to the subsequent five years of the agreement, Virginia Tech's Licensing Department University's RFP with the following financial proposals for your consideration. would receive a multimedia rights package valued at $40,000 with Virginia Tech IMG Sports Marketing at no cost to the Licensing Department. Also, Virginia FULL-SERVICE DOMESTIC LICENSING RIGHTS Tech's Licensing Department may purchase additional multimedia rights In exchange for a three (3) year agreement, CLC is pleased to present the following inventory at 50% rate card above and beyond the $40,000 fully covered by CLC financial proposal: and Virginia Tech IMG Sports Marketing. This package would enable Virginia Tech's Licensing Department access to additional multimedia resources to Virginia Tech receives: enhance the University's licensing program through projects and programs with • 90% of the first $2,000,000 in annual gross royalties non-conflicting sponsors. Virginia Tech Sports Marketing would have input and • 80% of annual gross royalties from $2,000,000 to $4,000,000 direction in the selected media inventory available per promotion. Finally, CLC • 85% of all annual gross royalties in excess of $4,000,000 will provide up to $30,000 over the course of the agreement in creative services for the promotion of additional licensing initiatives beyond what is provided in • Additionally, in years one and two of the agreement, Virginia Tech's Licensing the multimedia rights package. Department would receive a multimedia rights package valued at $40,000 with Virginia Tech IMG Sports Marketing at no cost to the Licensing Department. Also, Virginia Tech's Licensing Department may purchase additional multimedia rights inventory at 50% of rate card above and beyond the $40,000 fully covered by CLC and Virginia Tech IMG Sports Marketing. This package would enable Virginia Tech's Licensing Department access to additional multimedia resources to enhance the University's licensing program through projects and programs with non-conflicting sponsors. Virginia Tech Sports Marketing would have input and direction in the selected media inventory available per promotion. 40 THE COllEGIATE UCIENSII\!G COMPANY ~~~~~~~~~~~~~~~~~- -~--· ------·~~~~~~~~~~~~~~--~~~~~- FULL-SERVICE DOMESTIC UCENSING RIGHTS by the other universities in the Commonwealth as set forth on the list in this In exchange for a ten (10) year agreement, CLC is pleased to present the following provision. financial proposal: • Page 6, 3. Price/Revenue Sharing. CLC is not able to agree to the cancellation clause that bases cancellation on a revenue decline of 7% in any given year. first, Virginia Tech receives: this clause could essentially make the agreement a year-by-year agreement • 90% of the first $2,000,000 in annual gross royalties if royalties decline, which does not provide incentive for CLC to invest the • 80% of annual gross royalties from $2,000,000 to $3,000,000 resources to help grow the Virginia Tech program. As detailed in our financial • 85% of all annual gross royalties in excess of $3,000,000 proposal, the terms of the agreement provide financial incentive for CLC to grow the Virginia Tech; therefore, CLC be heavily invested in the success of the • Additionally, in years one and two of the agreement, Virginia Tech's Licensing Virginia Tech licensing program. Lastly, there are many external factors-the Department would receive a multimedia rights package valued at $50,000 economy, lack of athletic success by University teams, bankruptcies by major annually with Virginia Tech IMG Sports Marketing at no cost to the Licensing college retailers or licensees-that could impact sales of licensed merchandise Department. In each of the subsequent eight years of the agreement, Virginia ill that are outside the control of CLC. CLC does not have this type of clause with •I Tech's Licensing Department would receive a multimedia rights package valued any other schools. at $40,000 with Virginia Tech IMG Sports Marketing at no cost to the Licensing Department. Also, Virginia Tech's Licensing Department may purchase • Page 8, 2. Audit. CLC traditionally keep its books and records for four years, not additional multimedia rights inventory at 50% rate card above and beyond five as set forth in this provision. the amount fully covered by CLC and Virginia Tech IMG Sports Marketing. This package would enable Virginia Tech's Licensing Department access to • Page 8, 4. Cancellation of Contract. CLC cannot agree to this cancellation clause, additional multimedia resources to enhance the University's licensing program as it essentially makes the contract a 60-day agreement. CLC does not have this through projects and programs with non-conflicting sponsors. Virginia Tech type of clause with any other schools. Sports Marketing would have input and direction in the selected media inventory available per promotion. Finally, CLC will provide up to $50,000 over the course • Page 8, 7. Insurance. CLC cannot agree to indemnify, defend or hold harmless of the agreement in creative services for the promotion of additional licensing Virginia Tech for liability arising out of claims involving the ownership of its initiatives beyond what is provided in the multimedia rights package. marks. Lastly, there are several other financial and contractual considerations that we would • Page 10, Contract Form. CLC proposes that its standard agency agreement form like to discuss with the University, if selected as part of this RFP process, including: be considered if CLC is the successful bidder. This is the same agreement form used by other institutions in the Commonwealth of Virginia, including University • Page 3, IV EVA Business- CLC is a registered participant in the eVA and Ariba of Virginia, Virginia Commonwealth, James Madison, Old Dominion, and George systems. We currently receive royalty payments from the UVA Bookstore, a Mason. licensee for the University of Virginia, through this system. • Page 3, V. Contract Participation. The proposal submitted to Virginia Tech is unique for the University based on its individual licensing program. As such, CLC does not wish to allow this solicitation and resulting contract to be utilized IIIRGU!IA POlYTECI\IIC INSTITUTE AND STATE UNIVERSITY 41 .I DIVERSITY/MINORITY/SWAM STATEMENT CLC does not qualify as a Small, Woman-owned, or Minority-owned (SWAM) business but has pledged to serve businesses of all sizes, shapes and composition. CLC is the only licensing agency with a staff solely dedicated to servicing local licensees, which are primarily small businesses, many of which are women or minority owned. Additionally, CLC routinely tracks all its licensees to be able to provide accurate reporting of women and minority owned licensees in an effort to support diversity outreach programs. Finally, our entire staff recognizes the University's commitment to minority procurement objectives. In fact, many years ago, we specifically modified our licensing application and contract renewal documents for companies seeking licensure with any CLC institution to be able to assist universities in tracking the minority business status of licensees. These changes were made in response to requests by existing CLC client institutions and affected documents used by CLC for more than 2,700 licensees and more than 180 collegiate institutions. Hopefully this proposal reinforces our commitment to a potential Virginia Tech/CLC partnership and our ability to successfully investtogether in the future oflhe University's licensing program. We firmly believe that we can help take the Virginia Tech licensing program to new levels of success if granted the opportunity for a partnership. We will do everything in our power to respect your brand, build exposure for the University, maximize opportunities to increase sales and royalty revenue, and prove ourselves worthy of a partnership with Virginia Tech. 42 HIIE CIH.LEGUHIE UCUSU.G COMPAMV VI. CLC REFERENCES We would encourage you to call any of our clients to discuss any questions you may have. As requested in the RFP, below is a brief list of licensing directors at CLC partner institutions that are similar in scope to Virginia Tech. We will be happy to provide additional names if you are interested. Conference Peer Institutions: Marsha Malone West Virginia University Derek Lochbaum Director of Trademark Licensing Services University of North Carolina PO Box 6686 Director of Trademarks & Licensing Morgantown, WV 26506-6686 15 Lenoir Hall, CB #1500 304-293-8026 Chapel Hill, NC 27599-1500 [email protected] 919-962-1441 [email protected] Tim Potter Arizona State University .,. Aimee Anderson Marketing Coordinator Georgia Institute of Technology PO Box 875212 Licensing Manager Tempe, AZ 85287-5212 177 North Avenue Suite 232 480-727-7848 Atlanta, GA 30332-0181 [email protected] 404-385-0015 [email protected] Fernando Morales Arizona State University Programs That Have Recently Partnered with CLC: Director of Licensing PO Box 875212 Texas A&M University - Tempe, AZ 85287-5212 Assistant VP, Business Development 480-965-5499 205 Bizzell Hall East [email protected] College Station, TX 77843-1137 979-845-1128 [email protected] VIRGINIA I"IH. YTECNIC II\ISTITIITIE AND STATE UNIVERSITY 43 . I CLC ME/aER IJsTITUTIONS-. _/ '~ ~ List. ed below are CLC's member Institutions wth the numb2rOf years each hasJ'artnered with CLC In parantheses. Our representation of this large number Of clients shows our extensive expe- rlencefr~ the collegiate market. [) // r~r Universities Florida State·U (Tallahassee, FL) - (~0), Montana State U (Bozeman, MT) - (29) San Jose {~te U (San Jose, CA) - (25) 'he U of Alabama (Tuscaloosa, AL)- (31) Fresno Stt(Fresno, CA)- (29) .. Morgan ~tateil·(.BaltimorJl,J'i!!!l- (20) Santa Claf U (Santa Clara, CA)- (20) ,of Alaska (Anchorage, AK)- (25) George Mason U (Faorlax, VA)- (19) U of Nebraska (Lmcoln, NE)- (28) -·u·of'Sout~ Carolina (Columboa, SC)- (30) }, ·..___- I! I! I' •.u of Alaska;>l"nchorage (Anchorage, AK)- (25) George pashington U (Washington, DC)- (19) U of N1fada (Reno, NV)- (24) U of Sou}~ Florida (Tampa, Fl)- (8) The U of Arizona (Tucs~28)~~~~n U (Washington, DC)- (28) U of ~Tw Hampshi_re (Durham, NH)- (15) Souther~' Illinois U (Carbondale, IL)- (27) Arizona State U (Tempe, AZ) jpl U of Georgoa-(Ath~!- The y;of New Mexoco (Albuquerque, NM)- (25) Southerp Methodost U (Dallas, TX)- (29) U of Arkansas (Fayetteville, ;?Rl - (24) Georgoa State U (Atlanta, GAJ - (23)~/Mexoco State U (Las Cruces, NM) - (25) SoutheW"'U'(BatowRouge~lA)=(·10)---- Arkansas State U (State Unjversity, AR)- (21) Georgoa Tech (Atlanta, GA);9 (29) Nellii York U (New York, NY)- (23) Southe.m Utah U (Cedar Coty, UT)- (10) 11 I! N ft Auburn U (Auburn, AL)- (31) Gonzaga U (Spokane, WA)' (23) U of North Carolina (Chapel Hill, NC)- (30) Spelman College (Atlanta, GA)- (18) I. Boise State u (Boise, ID,J,f(25) Hofstra u (Hempstead, N~- (19) UN;-Cha;lotte (1ra'ilotte;"NC)=(25)-. = St. Bo~aventure u (St. Bonaventure, NY)- (14) .:;,_Boston College (Chestnui'ttill, MA)- (26) Howard u (Washington/be)- (3) UNC-Greensbor1f!Greensboro, NC)- (21) St. Cl~~d StateU (Stfloud, MN)- (16) l~~ton U (Boston, MA)- (29>\: U of Idaho (Moscow, 11J- (29) North Carolina ff& T (Greensboro, NC)- (16) Stanford U (Palo Alto,ICA)- (13) ... 8(111\'ling Green State U (Bowling Gteen, OH) - (1) Idaho State U (Pocat~jlo, ID) - (27) U of North Tex»s (Denton, TX) - (21) State U of New York f~tAiiil~ba;n;;;y-i(Aiillh,ba;;;n:;;y,"iNI'lY)'i"-::":(1117'1l) ___ ~~ham Young U (Provo, UT)- (31)~U of Illinois (Champ~gn, IL)- (29) Northern Ariz?ina U (Flagstaff, AZ)- (190 Stephen F. Austin S)rte U (Nacogdochees, TX)- (12) Cal1roly (San Luis Obispo, CA)- (3) James Madison U (Harrisonburg, VA)- (23) U. of Northei])'Colorado (Greeley, CO)- (7) Syracuse U (Syracu~e, NY)- (13) U oflcalifornia, Berkeley (Berkeley, CA)- (5) U of Kansas (lawr(ncecKS),...(~'D- Northwesterh State U (Natchitoches, LA)- (10) Temple U (Philadel~·hia, PA)- (28) U of c]lifornia, Davis (Davis, CA)- (3) U~f Kentucky (Le~ington, KY) (27) · -llor!h"westell,.U,(Evanst~- (14) U of Tennessee (Krlbxville, TN)- (27) U of Ca~I! LA (Los Angeles, CA) - (3) U_,. of<~isi~na, """""' Lafayette (lafayette, LA)- (24) Notre Damy!(Notre" Dame,-- IN) - (9) ' • · ·-u-oPTenne~see""'--CMlll!!!9.!!!1•II (Chattanooga, TN) - (27) CA Stat~ridge (Northridge, CA)- (14) U of Lou~ana at Monroe (Monroe, LA)- (10) The U of Oklahoma (Norman, OK)- (15) U of Tenn11ssee,M.arti!l.!l'M!:!!.!!,~- (27) CA State U Sacra~ilJSacramento, CA)- (9) Louisiana~tate U (Baton Rouge, LA)- (21) Oklahomi1state u (Stillwater, OK)- (31) U of Tennnssee- Memphis (MempWs, TN)- (27) U of Central Florida ~Orla;;'do,{ll - (20) Louisia'f~Toech Uni~ersity (Ruston, LA) - (9) Old Domjrion U (Norfolk, VA) - (23) The U of liexas at Austin (Austin, T~) - (13) ~ U of Central Washington (EIIen ~burg, WA)- (8) U of Lfuosvolle (Louosvolle, KY)- (11) Oregonftate U (Corvallis, OR)- (7) The U of/Jexas at El Paso (EI Paso,/JXl- (12) 1 1 1 U of Cincinnati (Cincinnati, OH)i~(20)= Marq..'!7tte U (Milwaukee, WI) - (29) U of th e,; Pacific (Stockton, CA) - (29) Texas A&. M U (College Station, TX)•,.(29). ~· 1 Clemson u (Clemson, SC)- (30) M.;ghall u (Huntington, WV)- (25) Penn State u (State College, PA)- (18) Texas christian u (Fort Worth, TX)- lr• ' ~ JJ fl ~~~·-~ U of Colorado (Boulder, CO)- (11) U of Marjll!nd,(~ge Park, MD)- (30) PeppJrdine U (Malibu, CA)- (22) Texas ~1\ate U (San Marcos, TX)- (11) Colorado State U (Fort Collins, CO)- (23) McNeese State U (lake,Charles, LA)- (8) U oflrittsburgh (Pittsburgh, PA)- (20) Texas lech (Lubbock, TX)- (14) U of Connecticut (Storrs, CT) - (26) U of Memphis (Memphis~(29)_ ·- Pmt~and S}~te.lh(IW.rtli!!!!!rOR) .. -(Hl " U of T~ledo (Toledo, OH) - (28) Cornell U (Ithaca, NY)- (30) U of Miami (Miami, FL)- (13) Providence College (Provid"':lnc~, Rl)- (14) Tulane U (New Orleans, LA)- (25) ::z;I U of Delaware (Newark, DE)- (26) Middle Tenn State U (Murlreesbo~....J!llf'14~u..rd.~U !VX!'st Lafa~N) -)5)~ The U of Tulsa (Tulsa, OK)- (27) Drexei,U..,(Philadelphia, PA)- (16) The U of Michigan (Ann Ar~.:.!(IIJ- (26) U of Rhode Island (Kingston\~ Rl)- (23) Tuskegee U (Tuskegee, AL)- (21) Duke }-(iitH.am:;NC)~ U of Minnesota (MinneapOlis, MN)- (6) Rice University (Houston, T'q,.- (16) U.S.A.F. Academy (Colorado Springs, CO)- (21) East Carolina u (Gr1fumiille~"'NC) - (28) U of Mississippi (University,)S)'~(;!O) Rutgers U (New Brunswick, NU) - (4) U.S. Milita,Y Acaoemy (West Point, NY) - (20) Eastern Illinois u (Charlesto~.rJI:t-i-~ U of Missouri (Columbia~rJio)ILj.f:lr"'' Saint Joseph's U (Philadelphid\ PA) - (16) "'"-.,u,onftah (Salt Lake c~~UT) - (28) Eastern Michigan u (Ypsilanti, Ml)-J§)_> Missouri State U (S~field, MOl - (3) Saint Louis U (St. Louis, MO)- ~9) Utah State U (Logan, UT) -'29) li. ~ n ~/Qi ~ 'I, U of Florida (Gainesville, FL) -\~:7) U of Monta~M. isso.u.la, MT) -'(2~ Sam Houston State. U (Hu.. ntsville;~TX) -.....~ 9) . Vanderbilt U (Nashville, TN) - (6) Florida A&M U (Tallahassee, FL)- (12) U of Montana- Weste!n-folno;f.I(\T) San Diego State U (San Diego, CA)'.,- (29) Villanova U (Villanova, PA)- (18)~ r 44 ~IE Clli.LEGIATE UC~-4'!~~~0"'MPA~~, , \ ~'---""- / ff"". ~frt' ..__~:ll~1 ~ ~. u of Virginia (Charlcrlterj~illle, _C,~iPkoEii•A"I~l@!:(~tia~nta, GA) - (9) Virginia Con,mrmw·~alth Bowf"IMiami. FL)- (16) Wake Forest UnilrerSltv Frar1_~!irrf'Afneriican Mort~illle Music City Bowl (Nashville, TN) - (3) Bow!:(AIIJ!!QJ!erqrue, NM) - (5) Western Washington U (Bellin[~hall),·INAj U of Wisconsin (Madison, WI) - Me'm.!!rBr Conferences Ame,icil East Conference- (12) Atl West Conference Sourtherrl), Conference - (13) Sun -(11) Conference (WAC) - Allstate SU£1 BBVA Comrpas:S'~?WI (B::~::::e~:::u~~~l7l I (St. ·c~r~~..\h.~;;:...---- Belk Bowl (Ch;!~\Oite, Bell Education Holiday ;,...eifi)ital One Bowl (Orlando, FL) - (6) Champs Sports Bowl (Orlando, FL)- (6) IIIRGINIA POlVTECNIC INSTITUTE AND STA 45 ------==== Are you actively collecting all royalties that are by licensees or are you leaving money on the Do you have the time and resources to monitor the retail marketplace locally, reg:iofilali'V, nationally, or on the lfiblm Do you wish you had a strong "buffer" between institution and infringers to reduce the likelihood negative feedback in the cornmuniity? Do you have access to a national law enf'orcement network to address criminal infringement of , BRAND PROTECTION OVERVIEW CLC is the only agency with an in-house legal team that works to resolve compliance cost-effective way for CLC partner institutions to register and protect their valuable and infringement issues involving clients' trademarks. All contract compliance and intellectual property assets has been developed. CLC also maintains an in-house cease and desist matters are handled by CLC, which alleviates the lime and money that database that tracks important deadlines relative to the maintenance of institutions' many institutions spend on internal or external counsel. federal registrations. The Legal Department also reviews the USPTO's Official Gazette, a weekly publication of the U.S. Patent and Trademark Office, to ensure that third parties CLC employs three full-lime trademark attorneys and three legal assistants. With more are not attempting to register marks that conflict with the ownership rights that CLC than 60 years of combined legal experience between them, CLC's Legal Department clients have invested in their marks. has been at the forefront of trademark counterfeiting laws and compliance systems. CLC's Legal Department is responsible for facilitating nationwide enforcement efforts through alliances with industry organizations devoted to the protection of intellectual property rights, conducting enforcement actions at major athletic events, following up on infringement and compliance issues found during local marketplace surveys, and providing a trademark watch service. Additionally, the Legal Department advises CLC institutions on issues related to risk management and product liability insurance. Over the past several years, the Legal Department has also led CLC's efforts to assist collegiate institutions and licensees in developing labor codes and monitoring systems. CLC assists partner institutions in registering their marks through the U.S. Patent and Trademark Office (USPTO}, maintaining those registrations, and guarding against any potentially conflicting registration attempts. Through CLC's relationship with Atlanta based Kilpatrick Townsend, one of the nation's leading intellectual property firms, a "We've dealt with everything from overhaul ing our registrations to major litigation in our program, and CLC's legal staff has been there every step of the way to help us. 11 -Aimee Anderson, Licensing Manager, Georgia Tech IWHili\IIA POL'ITECNIC UlSTITIITE AND STATE IINIVERSITY 47 TRADEMARK PROTECTION AND ENFORCEMENT CLC views brand protection and enforcement as the cornerstone of any effective CLC has the ability and resources to respond quickly and aggressively to all enforcement licensing and merchandising program and has devoted significant resources to this problems. The majority of trademark infringements are successfully resolved through effort. The in-house Legal Department works closely with all of CLC's staff to provide CLC's in-house cease and desist program. This program addresses issues involving the trademark protection and enforcement services that are unparalleled in the collegiate unauthorized use oflhe marks of partner institutions from a variety of sources, including licensing industry. Internet sales and online auction sites. Each cease and desist notice addresses the specific problem at hand and also places the infringing company "on notice" on behalf Over the years, CLC has created a nationwide enforcement network, including staff, of all CLC-represented institutions, effectively deterring further infringement problems private investigators, and federal, state, city, county, and campus law enforcement for all institutions. Resolution includes agreement by the offending company to stop the officers. This network enables CLC to proactively identify and effectively enforce against infringement and, when appropriate, pay damages. unauthorized uses of collegiate marks. CLC's enforcement branch tackles infringements at the local, regional, and national levels and at various points of distribution including All of the information generated as a result of the thousands of infringement actions retailers, screen printers, wholesale distributors, border locations via U.S. Customs, over the years is maintained in a database. This serves to ensure tracking and street vendors, flea markets, Internet sales, and at athletic events. CLC has conducted prompt resolution of each matter and to document each matter for future reference. more than 600 on-site enforcement actions during the past five years for its clients. All internal costs are included within the services provided by CLC for cases settled without litigation. CLC also is prepared to assist with any matters requiring litigation in a manner mutually agreed upon by the institution and CLC. The contract compliance program addresses situations in which CLC licensees do not comply with the terms and conditions of their license agreements. Contract compliance covers a broad range of issues, including unapproved designs and production of merchandise for institutions that a company is not licensed to sell. The successful resolution of compliance issues involves effective resolution of the breach of contract, and in certain circumstances, the payment of unreported royalties. As with the cease and desist program, all of the information generated by the contract compliance program is maintained in a database to ensure prompt resolution of each matter, and to maintain records of each matter for future reference. In addition, the information is used to evaluate licensees when their agreements are up for renewal. As more and more products are being manufactured overseas, CLC also has developed and maintained a U.S. Customs recordation and enforcement program. CLC works with collegiate institutions to record their marks with U.S. Customs, which has the authority to stop the importation or sale of counterfeit product. CLC conducts on-site enforcement actions all over the U.S. each year. 48 T II IE CO I..!. IE IWHIE l!C Ell'l S I ill G C 0 M P tun' ------··------·------ NATIONAL ENFORCEMENT Enforcement Alliances CLC's enforcement program addresses particular enforcement issues on behalf of CLC is an active participant in the International AntiCounterfeiting Coalition (IACC), partner institutions. In addition, CLC and the institutions have found it advantageous to which is a trade organization dedicated to the worldwide enforcement of the intellectual collectively pursue common counterfeiting problems with other licensors in appropriate property rights of its members, including many major companies that share a common cases. CLC institutions benefit through efficiencies realized by pooling resources and interest in the protection of those rights. CLC also is a long--standing member of the sharing knowledge. Through involvement in various industry organizations devoted International Trademark Association (I NT A), which is a trade organization composed of to the protection of intellectual property rights, CLC has developed close working trademark practitioners from law firms and companies. INTA promotes the protection relationships with other intellectual property owners and licensors. of trademark rights of its members worldwide. In 1992, CLC joined forces with MLB Properties, NBA Properties, NFL Properties, and NHL Enterprises to form the Coalition to Advance the Protection of Sports Logos (CAPS). CAPS is committed to the protection of sports logos through the conduct of legal action, protection of marks on the Internet, improvement and expansion of anti counterfeiting laws, publicity of CAPS actions, and educational efforts. CAPS was born from the recognition that an organized effort between CLC's partner institutions and the professional leagues could cast a wider enforcement net by working together in appropriate anti-counterfeiting actions. Working with a strong network of private investigators and law enforcement agencies nationwide, CAPS has successfully conducted enforcement actions in virtually every state, resulting in the seizure and/or voluntary surrender of more than 10 million pieces of counterfeit merchandise-including manufacturing equipment used to produce the counterfeit products-with an estimated street value in excess of $360 million. These actions have led to the detainment or arrest of thousands of violators. CAPS' activities are funded entirely by CAPS members at no charge to CLC institutions, unless otherwise mutually agreed (e.g., filing lawsuits). CLC, on behalf of all client institutions, also has joined forces with groups to combat The CAPS enforcement program has seized more than $207 million in counterfeiting at flea markets or swap meets that have historically been notorious merchandise from Ilea markets and unauthorized swap meets since its havens for infringing product. The Western Anticounterfeiting Coalition (WACC) inception in 1992. and CAPS Operation Flea Collar were organized to seek the voluntary surrender of counterfeit product from flea market vendors and obtain the cooperation of flea market owners in self-policing their markets. VIRGINIA POLVTIECI\IIC INSTITUTE AND STATIE UNIVERSITY 49 INTERNET AND E-COMMERCE ENFORCEMENT As the Internet and electronic commerce grow, so does the risk of trademark Once an infringement is found, CLC works with institutions to outline the available infringement. CLC has dedicated personnel monitoring domain registration sites, fan legal courses of action versus available defenses (e.g., First Amendment, fair use, sites and online auction sites, and actively pursues all Internet-related infringement etc.), and offers its recommendation. While each institution makes the final decisions matters. regarding the resolution of Internet infringements (as with all other infringements), CLC is available and prepared to offer suggestions and recommendations as to the The types of potential Internet-related trademark infringements that have occurred handling and resolution of Internet infringements. By facilitating the establishment most frequently in the collegiate area include: of effective Internet trademark guidelines and procedures, CLC can assist its member • Domain Name Infringements- a trademark is used in a domain name in a manner institutions in evaluating potential infringements and take action when appropriate. that may constitute traditional trademark infringement, i.e., its unauthorized use may create confusion or dilution or cybersquatting-the bad faith registration CLC covers all internal costs to the point of non-judicial resolution. This includes or use such as warehousing multiple names, diverting Internet users to an issuing cease and desist letters and follow up, settlement discussions and mutually unauthorized site, or registration with offer to sell to the mark owner or a third agreed settlements. party. Since law and business practices concerning the Internet change at a rapid pace, • Misrepresentation in Site Content - a trademark is used as part of Internet site CLC constantly monitors legal precedent involving these types of infringement and content in a context that constitutes infringement, or the trademark is used by works with partners in the legal and Internet communities to remain at the forefront of an unauthorized site to link to or frame official site or content of official site. Internet enforcement. • The Sale of Unlicensed Merchandise/Services-a trademark is used on unlicensed products or services available through the Internet, especially unlicensed fan cafepress sites or online auction sites. CLC maintains a partnership with eBay and other online auction sites that allows the immediate termination of auctions that may SALE! Save l~% on all T-shlrts. Codo:Al'R!Ll5 ""'~ involve unlicensed merchandise. $25.011 Tee """""""="'m..,...... ,• ...... c ...... ,.,., '""~"""'""·""""""'""''"'"""""""'"""'-'' • Unlicensed Fan and/or Non-fan Sites - a trademark is used in conjunction ...... ~Oh ... ,..,..., I»01)JS!h~~-·· ...... """""'"" • 0.1 "''""~<0-0!1011-<0'1'1""""11<11D . ~ ...... ·~·~ ...... with the institution in a way that misrepresents the institution, or is used in ;.;:.:;"'"-"""'""...,..""'"""'' a defamatory manner against the institution, beyond the bounds of the First ~~~-.. Amendment rights of the site's creator. ! ffi0=:c~E~ :"'"""""' .---- r-- • Detour Coding of Site- a trademark is used as a metatag (i.e., used in computer code to influence search engines) to divert Internet users to unauthorized sites, or sold as a key word. 50 TIU COLI.IEG!tHE liCENSING COMI'Ai\!Y HOLOGRAM LABELING PROGRAM One of the most recognized licensed product authenticators in the licensing business CLC was the first collegiate licensing entity to require the use of a secure holographic is CLC's "Officially Licensed Collegiate Products" label. Each year, this label is affixed label on products. Through a partnership with CLC, an institution's licensed products to more than 135 million collegiate products in the U.S. It serves as a quality seal will be more secure and better protected against counterfeiting with the industry's of approval in representing the authenticity of licensed products for institutions best-established hologram labeling program. represented by CLC. This label was first introduced to consumers in 1981, and tens of millions of consumers now recognize this mark and the merchandise quality represented by this icon. In 2002, CLC introduced a more secure hologram sticker and hangtag. This shift resulted from a rise in the number of counterfeit labels that were being uncovered I t:m on merchandise, which is a potential problem that remains today for institutions not ' using a holographic label. Upgrading to a holographic label also provided additional benefits to all CLC institutions, including the ability to trace individual serial numbers added to each hologram in order to identify the manufacturing source on unapproved products. All holograms include a unique 10-digit sequential serial number to assist in manufacturer identification. All holograms ordered are maintained in a tracking database managed by CLC's strategic partner, J. Patton. This label provides institutions with many advantages in dealing with contract compliance issues, such as licensed products manufactured without the licensee name on the product. In 2011, CLC's OLCP label design was updated and its security features were upgraded .JPATTOn I ONDEMAI'lD COM to combat the technological advances of counterfeiters. The sequence numbers THE <... PROVICEfl Cl'" L.l!::E:nSinG A,.-TE .. m..>.P!n €T 9ERVLC:E" assigned to each label are now laser-etched to provide a more secure product. The - laser etching is more costly to produce, and the numbers cannot be printed with a CLC Hologram Number Trace common printer. In addition, the label now contains hidden imagery visible only by using a detection device, which allows enforcement officials to recognize officially licensed collegiate products with greater ease. "< http://www.jpattonondemand.com/clc/holograms/label_policy.asp Licensing Directors can identify the manufacturer of any product through a quick online search of the hologram database located at: While there are many benefits to an institution from the hologram labeling program, http://www.jpattonondemand.net/hologramtrace.asp there are no individual costs to clients to participate in this industry exclusive program. IHRG!i\IIA I'Oi.YTECI\IIC 11\lSTITIHE AND STATE UNIVERSITY 51 AUDITING PROGRAM One of the greatest benefits that institutions receive through a partnership with CLC is With CLC managing the audit function, the institution is insulated from any political access to an aggressive auditing program. For more than 16 years, CLC has managed concerns that might arise from a large audit recovery. CLC creates a "buller" between the most comprehensive auditing program in the entire licensing industry. An industry the institution and the licensee and can shield the institution's licensing program from leading 150 companies are now audited each year by CLC's audit team with collections political pressure, while still collecting the lost royalty dollars. of unpaid royalties ranging into the millions each year. Why is CLC more effective at auditing on behalf of a large group of institutions rather than a single institution attempting to conduct audits on its own? • Expense Reduction- By representing approximately 80% of all annual collegiate merchandise sales, CLC is able to hire the best auditors available in the licensing industry. An individual institution or small group of universities would have a difficult challenge making such a significant economic investment in the 11Thank you for sending out a very profes auditing function. sional and up-front auditor out to our place ... I • Broader Audit Rights - Smaller agencies only have the right to conduct audits we learned a lot about reporting and how CLC on behalf of the limited number of schools they represent. Because of the size of ~ CLC's client base and the structure of the license agreement, CLC institutions gain works. legal rights to audit and collect royalties from more than 3,000 manufacturers. J Each year, significant audit revenues are collected from manufacturers that I were not even licensed with a particular institution. Our staff really appreciates how CLC has helped us with the college market up here in • More Audits = More Results- The sheer magnitude of the CLC auditing program results in more audits conducted than any other agency. All of the top 200 the Pacific Northwest. CLC is much more licensees are reviewed on a three-year rotating basis, along with specific problematic channels of licensees such as major importers or vertically professional than other licensing companies integrated licensees. In the past two calendar years, CLC auditors have found we have worked with in the past." unpaid royalties for some universities ranging from a few thousand dollars up to as much as $277,000 in a single year. - Erik Mickelson, Northwest Embroidery 52 HIE COI.lEIHATE UCIENSING COMPAI'H' LABOR CODE - CORPORATE RESPONSIBILITY In recent years, many colleges and universities have sought assurances that products bearing their names are produced under fair and proper working conditions. During this time, CLC has been involved in labor code issues on behalf of its partners by assisting the institutions with implementing corporate responsibility standards, promoting consistent standards and procedures that benefit licensees, and participating in industry discussions and initiatives. CLC works closely with the Fair Labor Association (FLA) to monitor the labor code standards adopted by the institutions. Through the FLA, human rights groups, labor rights groups, religious groups, consumer groups, universities, and companies have worked together to create a workplace code of conduct that includes provisions on forced labor, child labor, harassment or abuse, nondiscrimination, health and safety, freedom of association and collective bargaining, wages and benefits, hours of work, and overtime compensation. They also have adopted a set of monitoring principles to determine whether companies are in compliance with FLA standards, and have created CLC tracks all factory site locations for every licensee and can provide these lists a procedure for investigating and responding to third party complaints of serious or in any format for use by institutions. persistent noncompliance with the code or the monitoring principles. CLC continues to work to promote consistent and uniform corporate responsibility/ 11 labor code standards and monitoring/verification systems, such as that provided by CLC's legal staff has been a great the FLA. Bruce Siegal, CLC's Senior Vice President and General Counsel, has served source for advice and counsel to our in a leadership position since colleges became involved with the FLA and serves on the University Caucus and the Staff Advisory Committee. In 2009, CLC also created the University as we've dealt with the position of Vice President of Corporate Responsibility and hired liz Kennedy, a 20-year licensing and corporate responsibility expert, to develop a strategy for the increasingly myriad of challenges dealing with important issue of corporate responsibility in the manufacturing of college product and how to match that strategy with the philosophies and goals of our partner institutions. labor code issues on our campus." Additionally, other CLC staff are involved on a daily basis, as the labor code is integrated into CLC's licensing and administrative systems. -Cindy Van Maire, Trademark Licensing Director, University of Wisconsin Monitoring labor standards has been and will continue to be a difficult, yet very important challenge. CLC and its partner institutions have sought to make a contribution to improve workplace conditions throughout the world, and are committed to continuing efforts in this regard. IIIRGUHA POlYTECNiC 11\iSTITIHIE AND STATE UNIIIERSITY 53 Are you interested in reducing administrative time to focus on more strategic issues facing your licensing program? Do you want the ability to access world-class systems to manage your brand? Are your licensing decisions based on analysis of your licensees and royalties by product category and/or distribution channels? Are you actively aware of the latest trends and opportunities in the licensing industry? Do you have negotiating power and a consistent strategy in dealing with your licensees? Where are you seeking strategic advice regarding the future direction of your licensing program? BRAND MANAGEMENT OVERVIEW Trademark licensing in the college market has undergone a major evolution since its to licensing, and many of the top selling institutions in the collegiate market now inception in the early 1980's. In the early days, the term "licensing" was perceived as manage their program in this strategic manner. an administrative process fueled by the need for trademark protection. The prevailing management principle was simple-sign more licensees in order to generate more royalty CLC provides its clients with brand management support services that allow licensing revenues. The untapped distribution channels filled with collegiate products for the first directors to pursue either a traditional approach to licensing or a more strategic lime, and the market for collegiate merchandise grew rapidly from the mid-1980's through approach, including: the early 1990's. • Detailed product category reports for each institution; The market for sports licensed merchandise Estimated worldwide retail sales of • Access to experienced product category managers to discuss recommendations reached a peak in 1994 as retail channels became licensed merchandise on each licensee or new product request for the institution; saturated with licensed product. Institutions began (in billions) (YeaHo~year% change) • A "Product Category Management" service that allows individual institutions to recognize that a more selective approach to $195 to pursue exclusive or semi-exclusive rights within product categories and/or licensing was required to ensure the future health distribution channels through an extensive research and proposal process with of the industry. Major manufacturers like Starter current and potential licensees; and Crable Sportswear declared bankruptcy, """ • Access to detailed retail intelligence data that will enable CLC and your forcing a wave of consolidation among licensees institution to determine school-specific penetration of each product category and retailers alike. This industry shakeout took $165 within a specific retailer and within an entire channel of distribution; more than five years to complete. • Educational programming events and strategic planning sessions with CLC's staff to help identify intermediate and long-term brand management goals for During this time, many collegiate institutions began each individual institution; and questioning their own licensing operations. Institutions • A stable and experienced set of senior management with more than 150 years like Penn State, Florida, Texas, Oklahoma, Missouri, of combined experience in advising clients on brand management issues. Miami, Syracuse, and countless others re-examined the role of licensing on their individual campuses. Huge A partnership with CLC offers each institution the ability to tap into industry-leading investments were made by CLC to build a large retail resources and services in managing its brand for long-term growth. marketing staff, hire product category experts, and create administrative systems to manage the business more effectively. The future demanded a more strategic and selective approach. Brand management was born. CLC works with each institution to elevate its brand using strategic brand management principles. Under the "brand management" approach, licensing is more about quality and less about quantity. II views licensing as a key component of an integrated marketing program, not merely a way to sell more T-shirts. It is more about the long-term brand value and less about the opportunity to make a quick buck. CLC pioneered this approach lllll.GINIA POLYTECNIC U!STITUH AND STATE UNIIIIERSITV 55 BRAND CONTROL SYSTEMS One of the major benefits to GLG clients is the ability to gain access to the leading Stitches On Demand brand control systems in the licensing industry. Since 1998, GLG has made major In response to a growing need to elevate the consistency of annual investments in building and expanding these systems to improve the speed logo reproduction by licensees producing embroidered apparel, STITCHES ~~ and efficiency of the licensing process. There are three key elements of these services: GLG and J. Patton launched the Stitches On Demand program. This program develops digital embroidery files for the key primary logos for each institution. licensing directors may also select recommended thread colors from MYiGLG Online Design Approval System my GLG developed the first operational online design approval system in the top industry thread suppliers. By providing pre-approved embroidery files with the entire licensing industry. While others have attempted to replicate CiCLC. recommended thread colors, licensing directors are able to ensure 100% accurate the system, MyiCLG remains the industry leader given its many brand representation on merchandise, regardless of the manufacturer's capability. enhancements since launching in 1999. Today, all licensees are required to submit products and designs through MyiGLG for approval by licensing directors. "The MyiCLC system has made our licensing program more efficient even though I am a The system uses a two-stage approval process. First, GLG staff can "pre-screen" each design submission to catch obvious errors in the use of an institution's trademarks, one-person operation. This system is a major saving licensing directors time by not reviewing incorrect designs. This added service advantage tor any client considering a part I is a point of difference in GLG's approval system; however, each institution can elect to nership with CLC." c: review artwork direct and bypass GLG's initial review. The final step in the process is the approval by each institution, ensuring that all products meet the standards of the - Debbie Gay, Licensing Manager, University of Florida individual program. The system also allows each licensing director to archive designs d ~:~,;,;" m•· UNIVERSITY OF MIAMI HURRICANES I® I in a secure online database, as well as sort and search past submissions. The MyiGLG I system has revolutionized the effectiveness of licensing directors for GLG institutions. 9 Logos On Demand The logos On Demand program allows licensees to reproduce the c: institution's brand identity with 100% accuracy on merchandise since I all logos are properly "cleaned" to licensing industry manufacturing standards. Introduced in 1998, there are now more than 1,500 licensees that participate in the logos On Demand service. licensees can subscribe to Logos on Demand for as low as $50 a year, which gives them access to vector logo files, as well as instant notification of logo changes and new marks. licensing directors can also access the service to download logo sheets for their own internal use. This service is provided free of charge to all clients and is managed by GLG's strategic partner, J. Patton, which also manages similar programs for many of the leading licensors in the industry. ample logo sheet from Logos On Demand. These digital logo files are available for download by all licensees at no cost to the University. Clients also have free access to the service lor internal campus usage. 56 HIE COU..EGIATIE UCUSING COMI'JHH I ~~ LICENSING ADMINISTRATION I_, o:;:]: CLC has helped create efficiencies for institutions and licensees alike. By representing • The ability to decide which licensees to renew each year; and such a large group of prestigious collegiate institutions, there are many economies of • The labor code standards required for compliance by licensees. scale that will benefit each individual CLC institution. With nearly 200 partner collegiate clients, most individual institutions have had When CLC was founded in 1981, a simple, yet compelling, calculation was presented some desire to add a special policy or procedure to CLC's processes. After more Fto institutions. If 20 individual licensing programs each spent $50,000 annually in than two decades of experience, CLC's licensing processes can handle almost hiring staff and providing administrative services to manage independent licensing any specialized request on behalf of a client. The CLC license agreement requires Fl licensees to meet all standards for product quality. We will also provide quality programs, the total annual investment would be $1 ,000,000. Despite this seven-figure tlll investment, each of these 20 institutions would essentially be replicating the same samples or finished samples to institutions at no additional cost. services 20 times across a duplicate group of licensees. It seemed like an inefficient and ineffective method of maximizing the potential for the collegiate market. There are many types of licenses available for institutions to manage through CLC. bl The vast majority of licensees fall under two primary categories - Standard or For an investment of far less than $1,000,000, this same group of institutions could Local. A full outline of the licenses that are available through CLC is shown on the ~I align resources and achieve greater results. With one standardized license agreement following pages. r, to use as a template in creating individual licensee agreements rather than having 20 individual ones, licensees also would benefit by minimizing administrative time and ~I refocusing resources on increasing sales and distribution. Furthermore, this same group of institutions would be able to hire attorneys, auditors, marketing support staff, and other specialized personnel through this consolidated approach, rather ·-··"'""l•l·-lol...... -. ~ ""~'"""" !> than duplicating efforts. Time and energy at the institutional level can be focused ~~:~~=~~~-y-_ -----l-o;.;;.,-,,,iil'" ~~~:;;;;;:==C:..._<~~-,~;=~·:~;;:__:_:. , on program marketing and revenue growth, rather than replicating services that are o•··"- o•·-· already being performed by CLC. ~ ·-···- While standardization of licensing procedures does provide great benefit to all ·-·0-···- .. -~~- parties, CLC has also recognized that each institution is unique and has its own set of ~ A>Uftlo A0,.110!o institutional challenges that must allow for flexibility in the licensing process. Today, CLC offers an array of licensing services that complement each institution's licensing ...... ~.. """''. ... ~ goals. Licensing directors of CLC partner institutions maintain full decision-making """'""'""''I•J· "'""'<'"'"''"",."~ authority over every critical aspect of their licensing program, including: """' • Setting royalty rates, advance fees, and exemption policies; • Determining which product categories and distribution channels are eligible for licensing and setting guidelines for all categories and channels; • Approval over every single product and design; • Determining which types of licenses will be available, including Standard, Local, and Internal Campus Supplier licenses; VIRGII\!IA POLHIECNIC 11\lSTIT!HIE AND STATE UNIIIIERSIT'f 57 TYPES OF LICENSES CLC HAS TO OFFER I LicenseType :~~~~~ Agreements are renewed based Royalty rates & annual on contract cycles that expire at Standard advance fees are the end of each quarter, based on 6 or more 1-3 years None License determined by each licensee performance, contract individual institution compliance results, and licensing director feedback 1-3 years, based Agreements are renewed based on In-state institutions or other direct Royalty rates and on institution's contract cycles that expire at the affiliation required (e.g., alumnus); Local 5 or less annualadvnacefees feedback about end of each quarter; renewals for required to complete 12 months as a (in-state institutions) are determined by each License ocallicensee's local licensees based exclusively local licensee before applying for a individual institution performance on licensing director feedback Standard License Licensees not permitted to sell goods for re-sale/ Agreements are renewed based on Typically 1-2 local Allows for production of non- Internal Campus no royalty-bearing sales contract cycles that expire at the institutions; no more than resale/non-royalty-bearing allowed so no royalties 1 year end of each quarter; renewals for Supplier (ICS) 10 institutions allowed (no internal consumption items sold to are charged. $100 annual ICS licensees based exclusively on License geograhic restrictions) institutions admin fee charged for licensing director feedback each institution licensed Royalty rates and annual Renewals managed by CLC's Only to be used for special events NCAA/Bowl Multiple, depending on advance fees are set in Typically 1 year NCAA & Bowl Properties staff on and institutions maintain artwork event advance of the event by License an annual basis approval rights over all products the property 58 HIE COU..EGH\TE UCUSII~G COMPANY ------~------~------..--.! I ~~~~~ : Avg.Yoof~nnualroyalties $1 million product liability Detailed multi-page "Officially Licensed Must sign the CLC Special (or more for high-risk application required, Approximately 1,000 Standard licensees Collegiate Products" Agreement Regarding Labor categories); all approved including marketing/ licensees (270 Apparel & generate 94% of annual hologram sticker or Codes of Conduct and CLC institutions named as distribution plan and credit 725 Non-Apparel) royalties hangtag comply accordingly additional insureds references $1 million product liability Detailed multi-page "Officially Licensed Must sign the CLC Special (or more for high-risk application required, Collegiate Products" Agreement Regarding Labor Local licensees generate categories); all approved Approximately 1,300 including marketing/ hologram sticker or Codes of Conduct and 4% of annual iroyalties CLC institutions named as distribution plan hangtag comply accordingly additional insureds $1 million product liability Must sign the CLC Special (or more for high-risk Product labeling not Approximately 300 total (for Simple three-page Agreement Regarding Labor No royalties are required to categories); all approved required since products are the nearly 40 institutions application required Codes of Conduct and be paid by ICS licensees CLC institutions named as for internal consumption comply accordingly that require ICS licenses) additional insureds $1 million product liability (or more for high-risk Separate licensing process NCAA or OLCP hologram categories); all approved managed by CLC's NCAA & N/A Varies each year Varies each year sticker or hangtag CLC institutions named as Bowl Properties Division additional insureds VIRGIMIA I'OlYJIECI\!IC INS'I'ITIHE AND STATE IJNIIIIERSITY 59 ROYALTY OPERATIONS licensees to focus more resources on increasing sales and distribution. The core of CLC's financial infrastructure is the royalty operations service. In the early days of the company, CLC founder and chairman Bill Battle set forth a simple goal for • Expertise -The royalty collection and reporting function is typically among the the company's royalty accounting services-when handling someone else's money, most mundane tasks in the licensing process, and therefore, receives a low you had better do it right. For more than three decades, CLC has done it right. Since its priority for many licensing programs. CLC believes in the opposite approach-it founding in 1981, CLC has made every single payment to its clients on time. is revenue and it should be treated with the utmost care and attention to detail possible. Accounting experts are hired to handle these functions as the only CLC has two experienced CPAs and five accounting support staff members to manage component of their job, not just a small part of it. all royalty transactions. This key function area is responsible for collecting royalties from licensees and ensuring proper allocation of royalties to each respective client. • Leverage in Collections - CLC's representation of many institutions creates All royalty transactions are performed using a dual entry process, which provides the advantages for clients and respect from licensees. Given the large volume of proper safeguards on all royalty allocations. All accounting entries are reconciled daily business that licensees conduct with the CLC clients, licensees are quick to to verify the accuracy of each transaction. respond in resolving any outstanding accounting issues when contacted by CLC. There are many differential advantages that CLC's royalty operations services provide over other alternative management options: • Online Royalty Reporting - CLC is the only licensing agency that provides a system for online royalty reporting, which streamlines the process of royalty • Royalties by Product Category - Clients have been receiving royalty reports collection by product category and helps eliminate reporting errors. In addition by product category since 2000, which provides them with a historical base to many built-in features to aid in royalties-due calculations, royalty reports can of analytical data to use in making strategic decisions regarding licensees, be saved, reviewed, and edited in the system before submission. Once royalty categories, and business development opportunities. reports are submitted to CLC, summary reports detailing royalties by license type, institution, and product category are available online to licensees for • Royalties by Retailer- Effective July 1, 2012, all CLC licensees will be required future reference. The Online Royalty Reporting System has already improved the to report royalties by retailer. This requirement will enable each institution to timeliness and accuracy of royalty reports and payments, which will ultimately analyze the specific penetration of each product category within a specific provide better data and resources for the management of licensing programs of retailer or channel of distribution. This deeper analysis on product distribution CLC institutions. This feature exemplifies CLC's commitment to investing time will each institution to better pursue category and retail channel expansion and resources in the technology necessary to improve systems and processes and engageme current licensees to improve sales in underdeveloped markets. for all our partners. The data will also assist retailers by identifying sales gaps based on trend data for each institution and will assist retail buyers in seasonal planning based on All clients determine their own royalty rates and advance fees for each product category. historical monthly trend data for categories, schools, or regions. CLC institutions may choose to change rates at any time upon giving licensees six months notice to update their systems. Advance fees may be changed at the beginning • Efficiency Advantages for Licensees - Many licensees have confirmed that it of the next month following the decision. Both rates and advance fees may be adapted is much simpler and less error-prone to send one royalty report and payment for specific licensees or products. Once all reports are collected from licensees and to CLC, rather than preparing individual royalty reports and payments to each compiled by CLC, all clients are paid on a quarterly basis, within 30 days after the close institution directly. There are great economies of scale that benefit licensees of the quarter. Clients receive extensive royalty reports with each quarterly payment by working through CLC, which reduces the likelihood of errors and allows and numerous analytical reports are available on demand from the CLC database. 60 HIE COi..i.EIWHIE i.IC!ENSING COMPANY ------ REPORTING &ANALYSIS my CLC can provide your licensing program with the broadest array of analytical reports C[C your licensing solution @ ~ !LI·: D Now. ~ ~ Sond. mMVIIlfOV..W S.arciiW.. L___ ~ f1! in the industry through client access to powerful data and analysis tools developed ~ ._-. . ~- ft. ~Rep?l:iS -. - -~ using world class technology. These tools are generally unavailable to independently JQJe~~~l:aX !§or~a._ ~-~-~ ~-~-:~· ______; ;~~~~----- 0 6--~-~~\r!i ... ______-T~_!~~~--_lll£!.._ __ LowneL_fi!!! 312006 5 30 managed programs or those managed by smaller agencies. CLC offers its clients the 8 CJMy Folders 0 .£1 ~ Cancelled Licensees ~ ~ ~~~ Administrator 32 m [iJFavorltes View Latest Instance I History I Properties ability to analyze their licensing program using accurate data for peer institutions, w !Binbo>t 9113120066:52 cryslal D>l Disclosed Manufa~turers Admlnlstrator 32 13 Cil Public FoldeB • Reporl allowing you to identify opportunities for growth with relative ease. View Latastlrlstanca I History l Properties mGMyRapurts '" 9/1312006 6:46 Crystal D>l FLA Ucensees Administrator 32 • AM Report CLC's reporting technology infrastructure allows licensing directors to access more View Latestlnstance 1History I Properties 911312006 ~:23 Crystal Ltcensell Address Usl Admlnlsb"ator 32 D>l • AM Report than 25 different reports on their individual program. Many of these reports are View Lalllstlnsrance I History I Properties available online to institutions through a secure connection within the MyiCLC licensing C!'ylltal O>) Licensees By Product Category :312006 5:13 Admlnl~lnllor 32 • Re110rt management system, allowing for immediate access to vital program information at View Lalesl Instance I History J Properties 9113120064:01 Crystal L()Cal licensee Address llsl Administrator 32 the touch of a button. D>l • AM Report Vi On a quarterly basis, CLC also sends clients detailed royalty reports. These reports Licensing Directors have secure, 24-hour online access to vital program provide licensing directors with an efficient means of program analysis without information through the reporting tool in the MyiCLC system. creating any incremental overhead or maintenance costs for the licensing program. CLC's staff continually updates reports and analytical tools based on feedback from clients and licensees. CLC also maintains archives of all licensing documents and reports. Files are maintained 11The database reports that we've obtained onsite for three years and then moved to offsite storage. The MyiCLC system archives all licensing decisions and artwork approvals online for one year, and then records are from CLC since joining the Consortium have stored offline back to 1999. allowed us to manage our program at an CLC's clients have access to world-class systems and comparative market data that entirely new level. They've provided us with is unavailable elsewhere. By using these resources, institutions partnering with CLC can quickly join the pathway to program growth much faster and more efficiently than data that has allowed our focus to shift to those offered by any alternative management options. further growth opportunities." -Alyce Anderson, Licensing Director, Washington State University IIIRGII\!1.11. POLHECNIC INSTITUTE AND STATE IJNIIIERSITY 61 CLIENT COMMUNICATIONS CLC wants to be a true partner in the success of any institution's licensing program. II is a goal of CLC to provide whatever tools are necessary to assist licensing directors with the management of their programs. As such, CLC broadcasts through several different channels the latest industry news, updates, and information. "'-71 I UNIVERSITY OF VIRGINIA '-..._ \f _/ ZOI0·11Amnr•lR•~ort ~. Julyt1GIO-.Io0l:W,2011 CLC clients receive Quarterly and Annual Reports specific to their institution. These reports include informative data such as royalty trend analysis, analysis of licensees, OMHO DEVELOPM81T quarterly and year-to-date financial reports, product development, audit information, marketing trends, and progress toward goals and objectives. Reports are distributed • W:>J>'I'I'""""""om.e .. ~ .. ., • .,.~;,,...mc "'"''-""~-"""'"""''"'l'-· ...... ik t>~;nOOAnD .--~-- ~------~- ~..... ·~'"':: ~ ------·--~~--~-~----- ...... ,.._,,..,dO,.._"""""""""''m•dot<""""""""'""""'...,.. lkonslno' o ••,,, . I (h.._,(t·U·H) I Uooo•lo i 1. 2011 '.!>•noa. ~ i tle noa-i::.! .. I J •- .A J ~/0{2010 • 62 THE COI..I.IEGIIHE UCEi'!SING COMPANY EDUCATIONAL PROGRAMMING A major area of service for GLG partner institutions is educational advancement. As the industry leader, GLG spends a significant portion of its annual budget on educational programming and training seminars. The cornerstone of GLG's educational programming is the annual three-day Licensing Directors' Seminar, which was established in 1986. It serves as an excellent forum for learning about collegiate licensing initiatives and best practices. Speakers and sponsors participate from many of the top licensees and retailers in the collegiate licensing industry. GLG is the only collegiate licensing agency to host educational programming for its clients, and there is no charge for licensing directors and other campus personnel to attend. This gathering attracts more than 150 attendees each year. Local community outreach also has become an important component of GLG's educational initiatives. Many institutions have called upon GLG's staff to host special Local Licensee seminars in the community or across the state. The programming at these seminars focuses on a range of topics from royalty reporting to trademark enforcement. These one-day sessions have been well received by the licensees and have generated positive PR for the licensing program. GLG jointly funds these programs alongside the participating institutions and typically sends up to three staff members 11l've attended many seminars on collegiate licensing, and to assist with presentations. I get more value and ideas from the CLC Seminar each year than all of the other educational programs combined." -Craig Westemeier, Assistant Athletics Director, The University of Texas liiRGIII!IA I'OlYTECI\liC U!STITIJTE AND STATE Ull!iiiERSITY 63 STAFF & MANAGEMENT CLC has an experienced full-time staff of more than 80 licensing professionals across all functional services needed in managing a collegiate licensing program. Clients have access to every member of the company's senior management team, which includes all vice presidents and senior leadership in the company. Senior management alone has more than 150 years in total experience in collegiate licensing. A summary of CLC's management, including all department heads is included below(# of years at CLC is noted in parenthesis, however, C much of the staff has trademark licensing experience that predates their arrival at CLC.) Senior Management: Katie Fennell, Manager, PCM, (3 years) Jana Franz, Vice President, Licensing, (12 years) Bill Battle, Founder (30 years) Dave Kirkpatrick, Vice President, Non Apparel, (16 years) Wanda Lowman, Manager, Standard Licensing, (20 years) Ben Sutton, President, IMG College (20 years) Cathy Aldridge, Director, Non Apparel, (6 years) Franco Johnson, Coordinator, Licensing, (3 years) Cory Moss, Sr. VP and Managing Director (17 years) Missy Ingram, Director, Non Apparel, (7 years) Cyndi Gill, Coordinator, Licensing, (2 years) Brenda Peele, Vice President, Human Resources, (9 years) Crystal Sims, Director, Non Apparel, (6 years) Amber Cariaco, Director, Locai/ICS Licensing, (10 years) June Cobb, Coordinator, Non Apparel, (12 years) Colin Buckley, Coordinator, Local Licensing, 0 Partner Services: Wendy Harmon, Coordinator, Non Apparel, (4 years) Kevin Segal, Coordinator, Local Licensing, (1 year) John Greeley, Sr. Vice President, Partner Services, (14 years) Sondra Stockleman, Coordinator, Non Apparel, (5 years) Jenny Wallace, Coordinator, ICS Licensing, (2 years) Mike Carlton, Sr. Director, Partner Services, (6 years) Tassie Wainwright, Coordinator, Non Apparel, (5 years) Tammy Donnan, Sr. Director, Royalty Operations, (13 years) Tyler Stinnett, SEC Representative, Partner Services, (5 years) Mike Battle, Sr. Director, Business Development, (4 years) Chris Prather, Coordinator, Royalty Operations, (13 years) Brad Peters, ACC Representative, Partner Services, (1 year) Eric Hart, Manager, Business Development (9 years) Vivian Gann, Coordinator, Royalty Operations, (6 years) I Mike Warhank, Pac 12 Director, Partner Services, (7 years) nm Hawks, Sr. Director, Brand and Retail Development, (11 years) Debbie Power, Coordinator, Royalty Operations, (12 years) fZ Brittany Edmondson, Asst. Representative, Partner Services, (2 years) Derek Hughes, Director, Brand Development, (5 years) Nick Turchan, Director, Finance, (1 year) Nate Klein, Sr. Director, Partner Services, (5 years) Luke Fraser, Manager, Retail Development, (4 years) Rick Waugaman, Controller, Finance, (9 years) Sampson Yimer, Big 10 Representative, Partner Services, (1 year) Daniel Fogel, Manager, Retail Development, (3 years) Suzanne Balog, Account Manager, Finance, (8 years) David Brown, Big East Representative, Partner Services, (3 years) Laynie Matthews, Coordinator, Retail Development (1 year) Wesley Richard, Manager, Software Operations, (6 years) Ryan Moss, Asst. Representative, Partner Services, (1 year) Brit Gordon, Vice President, NCAA & Bowls/International, (11 years) Wendy Orlosky, File Clerk, Administration, (5 years) Brian White, Vice President, Regional Brands, (15 years) Olin Arnold, Manager, NCAA & Bowl Properties, (5 years) John Hurt, Shipping Clerk, Administration, (4 years) Ryan Prowell, Director, Regional Brands, (9 years) Ashtyn Montgomery, Coordinator, NCAA & Bowl Properties, (1 year) Barbara Moore, Receptionist, Administration, (1 year) Katie Koziol, NE/Mid-Atlantic Representative, Regional Brands, (1 year) Travis Self, Manager, CLC International, (2 years) Cole Price, Southeast Representative, Regional Brands, (2 years) Corporate Communications: Denise Lamb, Sr. Director, Regional Brands, (7 years) Legal Department: Tammy Purves, Sr. Director, Corp. Com., (8 years) Susie Galbraith, Southwest Representative, Regional Brands, (2 years) Bruce Siegal, Sr. VP & General Counsel (25) T.J. Harley, Graphics Manager (10 years) Annie Weed, Director, Client Services, (1 0 years) Michael Drucker, VP & Associate General Counsel (18 years) Steven Guye, Graphic Designer (3 years) Jim Aronowitz, Associate General Counsel (7 years) Tricia Hornsby, Media Relations Manager (3 years) cJ Brand Management & Business Development: Maria Bridges, Trademark & Compliance Manager (13 years) Catherine Gammon, Sr, Vice President, Brand Development (1st year) Kortney Ficke, Legal Assistant (4 years) Joe Hutchinson, Vice President, Apparel, (14 years) Judy Martin, Enforcement & Compliance Assistant (3 years) ~ Jessica Austin, Director, Apparel, (4 years) Katie Watt, Manager, Apparel, (3 years) Operations: Chris Quick, Coordinator, Apparel, (3 years) Catherine Singer, Sr. Vice President, Operations, (15 years) liz Kennedy, Vice President, Corporate Responsibility, (2 years) ~ Charter Foster, Coordinator, Apparel, (3 years) 64 THE CO!..l!EGUH!E UC!ENSii\'IG COM!'Ai\'IV ~j ------·------ Do you know everywhere that your University's product is being sold? Are you actively communicating with retailers to identity trends, obtain sales data, and influence buying decisions? Do you want to expand your University's brand to new and exciting products in the collegiate market? Is there synergy between your promotional licensing efforts and other campus efforts to sell sponsorships or promote the University? What plans do you have in place to maximize licensing opportunities when athletic teams reach post-season play or win big games? Do you actively communicate to all key external constituents about your University's licensing program? BRAND DEVELOPMENT OVERVIEW It takes lime, expertise, relationships, and leverage to effectively market your brand in collegiate institutions results in a greater opportunity to expand the overall the ultra-competitive retail market. A partnership with CLC provides these resources size of the collegiate segment of the licensing industry, benefiting each CLC on a turnkey basis, allowing each individual client to achieve its marketing objectives, institution proportionately. By representing the majority of all annual collegiate as unique as they might be. retail sales, CLC partners enjoy an unprecedented level of clout in dealing with licensees and retailers alike. After completing extensive due diligence on the management options available in the collegiate market, nearly every independent or non-CLC agency-managed collegiate • Dual Macro & Micro Focus - While staff specialists focus on broad collegiate licensing program with annual revenues of $250,000+ has elected to partner with marketing programs (macro level), like national promotions, each client also CLC during the past five years. A primary factor in the overwhelming trend to choose benefits from local market opportunities that are generated by a specific account CLC has been the institution's recognition of CLC's ability to provide the best possible management team (micro level). This dual focus ensures that each client services to expand and enhance their institution's brand through its licensing program. benefits from opportunities at the regional or national level, while continuing to maximize revenue potential in its own backyard. It is impossible for any Because CLC institutions represent 80% of all annual collegiate retail sales, CLC is at individual institution or a small group of institutions to replicate the same level the forefront of every major opportunity in the collegiate market. Licensees start most of macro-level opportunities that would be offered through a partnership with major programs with CLC partner institutions, therefore, CLC clients are included in CLC. virtually every new project, product, or promotion in the collegiate market. The result is more programs, more exposure, and ultimately, more royalty revenue for client As a result of its quarter century of service, CLC has become a powerful force in the institutions. marketplace and serves as a leading force in developing collegiate brands to maximum potential. The balance of this section will further outline the brand development There are four primary areas that contribute to CLC's ability to effectively develop its services that CLC provides to its clients. clients' brands: • Access to Benchmarking Data- The sheer breadth and depth of institutions that choose to partner with CLC results in all clients having access to comprehensive data to compare and contrast licensing programs, as well as licensees by product category. This analysis leads to identification of opportunities for growth. • Knowledgeable Staff as a Resource - Product category managers are assigned to all apparel and non-apparel licensees, providing clients with an expert consulting resource. Strategic planning meetings are held with most major collegiate licensees on an annual basis to discuss sales, business development, and marketing plans and how they might positively impact CLC's clients. • Collegiate Clout - The reality is that universities do not compete with other universities for shelf space. The real competitors are the professional leagues, branded goods, and even blank goods (generic apparel). A unified front of VIRGINIA POI..VTECil!iC !1\lSTITIJTE AHm STATE UNIVERSITY 65 APPAREL & NON-APPAREL MANAGEMENT At the core of CLC's marketing services are the Apparel and Non-Apparel Management Divisions. The staff in these two divisions is ultimately charged with managing the macro-level business development opportunities for all clients, and the oversight of the licensing administration process for all Standard Licensees. Among all royalties collected by CLC, Apparel licensees generate roughly 65% of annual revenues and Non-Apparel brings in 35%. Clients are able to develop their brands much further and faster using the resources available through their partnership with CLC. The specific services provided to clients include: • Access to product category and/or distribution channel experts on CLC's staff to provide counsel to each client on how to further expand their brand; • Business unit focused solely on business development through companies and categories new to the college market, as well as incremental distribution opportunities; • Detailed royalty reports that provide clients with invaluable data, including revenues by product category and other variables; • Reports to clients on industry trends, new categories, and licensees; • Detailed recommendation reports that accompany every new licensee or new product request, providing each client with the ability to analyze its own 11 individual program needs against industry trends and supporting data provided We've partnered with CLC since the inception by CLC staff; and of our program because CLC expands our • Participation in leading edge programs developed by CLC and licensees, many of which are done on an exclusive basis for CLC partners. matketing efforts beyond what we could achieve with limited campus resources. They The goal of CLC's Apparel and Non-Apparel Management Divisions is to increase overall collegiate merchandise sales generally, and each client's individual sales, specifically. have an expert staff that we could never afford Every institution has a defined level of market opportunity. For some it is on campus, to hire on our own." for others it may be the local community. Some institutions have enough strength to sustain regional or national sales. A partnership with CLC gives each client the best possible opportunity to maximize market potential. -Marty Kaufmann, Assistant AD for Licensing & Marketing, University of Illinois 66 HIE COHIEGIATE UCEii!SH!G COMI'Ai'IY lj ..----=------~----- RETAIL DEVELOPMENT Retailers are the link in the collegiate licensing matrix that is most often taken for including The Sports Licensing & Tailgate Show (formerly The Super Show), the MAGIC granted. Without a healthy retail marketplace for collegiate goods, licensees will not Apparel Show, and CAMEX (which primarily focuses on campus bookstores and fan generate sufficient revenues to survive. Failing licensees equate to falling royalties for shops). Additionally, CLC is the only licensing agency with an official partnership and institutions. As such, every institution has an obligation to ensure that all parties in presence at the Atlanta Gift Mart. the licensed products pipeline have a healthy business with solid margins and great incentive to invest in collegiate products. CLC lakes its responsibility to grow the II is the goal of most institutions to seek market growth beyond the local community. collegiate segment of the retail market very seriously. With the widest array of proven resources available in the market, CLC provides its clients with the best retail marketing services to maximize sales at the local, regional, Retaler Relationships and national levels. These services are a direct result of the strength, power, and Today, CLC is the only agency in the college marketplace that has an entire department leverage of CLC partner institutions. A well-organized and well-planned approach to dedicated specifically to the retail marketing function. CLC maintains close retail marketing is the key to success for client institutions. relationships with national, regional, and local retail buyer for collegiate merchandise in the U.S. Quarterly planning sessions are organized in the offices of major national store chains, such as Walmart, JCPenney, and HatWorld/Lids. other communication takes place through conference calls with retailers to discuss current trends and future opportunities. For more than two decades, clients have benefited from CLC's corporate philosophy to invest its share of revenues into building and maintaining the best staff, programs, and systems in the industry. Retailer Support & Promotional Programs AI the local level, CLC works with targeted retailers in the local community to increase the sell-through of collegiate licensed merchandise and secondarily to enhance the presence of merchandise in retail locations. To accomplish these objectives, CLC develops initiatives including register-to-win promotions, gift-with-purchase programs, internal sales incentive contests for retail staff, and in-store display contests. Each year there are several hundred retail promotions developed and executed by CLC's staff, with nearly every program implemented on a turnkey basis CLC works with hundreds of because of CLC's staff specialists and resources. CLC funds these programs from retailers across the country and its share of revenues, unless a particular incremental opportunity exists to expand a participates in many tradeshows client's merchandise beyond its traditional market reach. and activities to promote the college market on behald of its Industry Trade Shows partner institutions. Trade shows are an important function of the Retail Development Division. CLC is the only collegiate licensing agency with a booth at all major industry trade shows, VIRGINIA POlHIECI\IIC INSTITUTE Al\iD STATE UI\IIIIERSITY 67 L PROMOTIONAL LICENSING Integrated marketing has become a buzzword in today's collegiate marketing to clear all applicable marketing rights, including promotional concepts, advertising industry. Many campus advertisers or athletic sponsors seek opportunities to further plans, rights fees, and artwork for any premium items. The benefit to clients is that enhance institutional relationships and reach fans and consumers through new and they are able to tap into more promotional opportunities, while ensuring synergy creative methods. For licensing programs, this typically results in one of two possible between all key marketing arms of the institution. outcomes-cooperation or conflict. Sometimes the licensing and athletic marketing functions on campus can be at odds because of rights that often overlap. Communication failures or pre-existing notions about the role of licensing and marketing may result in friction between the two groups. This friction results in the inability for licensing programs to reach their fullest potential in the area of promotional licensing. CLC clients have access to CLC's two full-time promotional licensing experts, who work on a daily basis to build bridges with corporations at the local, regional, and national levels. There are opportunities for institutions at all three levels: • At the national level, opportunities for CLC clients are maximized through promotional programs with NCAA Corporate Champions and Partners, as well as promotions developed by companies that are presently unaffiliated with the NCAA. These programs generate national consumer exposure for participating clients. • At the regional level, the Promotional Licensing Division works with athletic conferences to assist corporate sponsors in the development of promotions that include partner institutions. Conference promotions allow sponsors that are more regional in nature to tap into the fan bases for all conference schools. • Locally, CLC's Promotional Licensing staff helps an individual institution's corporate partners enhance existing sponsorships through premium incentive programs. Clients and/or their media rights holders are involved every step of the way to ensure that no promotional rights are granted that would conflict with those already provided to an existing partner. Cooperation, not conflict, is the effective way to build synergy between licensing and athletic marketing. CLC's experienced staff works with each participating institution 68 TilliE GOLLEI.HATE I.ICEI\ISII\IG CIHViP.IU\IY CHAMPIONSHIP & POST-SEASON LICENSING one of the greatest opportunities for a licensing program results from the on-field success of major athletic teams. The "hot market" for licensed product that results from post-season athletic tournaments and bowl games can serve as a catalyst for growth in licensing revenues. Revenues can increase as a result of two factors reactive growth, which is the immediate spike in sales that occurs merely by having I a licensing program in place, and proactive growth, which is the result of proper ~ planning to position an institution to experience longer-term success beyond the first few weeks of excitement. Without a base of experience from prior championships or an established roadmap that will outline the pitfalls and opportunities, it is difficult for an institution to achieve the true long-term impact of a "hot market." A partnership with GLG means being aligned sales increases during the "hot market" and may have a high likelihood of with the only collegiate licensing agency that has ever represented an institution whose accounting errors or compliance problems. teams have won a Division 1-A National Championship in football, men's & women's basketball, baseball, and lacrosse. These sports are generally regarded as the primary There are opportunities for "hot market" licensed merchandise other than national drivers of licensed product sales in the retail market. championships, including conference championships, victories in rivalry games, and appearances in NCAA tournament events. Athletic success benefits many institutions GLC has managed the licensing programs for 18 of the last 20 college football national each year, not just the elite handful that wins national championships. While the champions, 25 of the last 29 champions in men's college basketball, and 17 of the last royalty stakes are higher for those institutions that compete for national titles, success 18 women's college basketball champions. This track record of success has allowed is relative. On-field success can breed success in licensing if it is properly managed. CLC to develop a proven plan that includes turnkey administrative, legal, and marketing The number one key to maximizing "hot market" revenues is advance preparation and programs. The services provided by CLC in "hot market" situations include: GLG delivers this service better than anyone else. • Separate administrative processes and agreements for licensees, with each institution's option to require different rates and fees that will benefit the 11 institution from the increased consumer demand that results from its athletic When Alabama's football team reached the success; BCS Championship in 2010,1 was greatly re • A dedicated three-person account team that manages the licensing administration for bowls, conference events, and national championships, lieved to know CLC was wotking hard for us. ensuring prompt and efficient customer service for licensees; They were already drafting plans on how to • An expanded enforcement network of staff to eliminate bootleg merchandise from the local retail market and in the areas near the venue of the post-season maximize the opportunities and minimize the event (NCAA & conference tournaments, BCS and bowl games); problems before the game ever kicked off." • The development of detailed marketing plans to maximize all opportunities for each hot market; and -Jennifer Martin, Director - Marketing and Trademark Licensing, • An aggressive auditing program with local licensees that experience dramatic The University of Alabama VIRGHHA POlVTECI\l!C UISTIH!TE Aii!D STATE UNIIIERSITV 69 CREATIVE SERVICES It has been said that image is everything. College logos are no exception. A fun, unique or cool mark can sell just about anything. ClC is the only agency that offers in-house design services to ensure that clients' trademarks meet industry-standard production guidelines. This service also helps clients to freshen up logos to spur consumer demand. First and foremost, ClC ensures the integrity and accuracy of member institutions' trademarks and logos by providing quarterly logo updates to all licensees, maintaining current digital logo files for all partner institutions, and coordinating the accurate distribution of all trademarks and logos to licensees through the logos On Demand program. This service allows licensees secure online access to logos and was the first program of its kind in the collegiate market. ClC's award-winning design staff also works with client institutions to develop exciting new primary logos, secondary marks, youth marks, and specialty marks for events, anniversaries, and theme programs in order to enhance their licensing programs. These logos can provide unique opportunities for growing the market through increased exposure and incremental revenue. Unlike other design agencies, public relations firms or in-house campus designers, Many logos have been created by CLC Creative Services lor clients. ClC's creative services staff works with your institution and other ClC departments to ensure any new marks are released successfully. This is accomplished through legal searches to confirm usability of the mark, planning for logo releases in the campus and retail community, and working with licensees and retailers to distribute product to the ''The Design Services team from CLC was marketplace. extremely valuable to the Big 12 Conference last, but not least, ClC's in-house staff designs, develops, and distributes point-of during there-branding of our family of marks, purchase signage and other collateral materials to support retail and promotional and also in the design of our anniversary programs for its clients. and championship marks. The flexibility and creative input they provided were vital to the completion of our projects." - Maark Keith, Director of Marketing, Big 12 Conference 70 THE CtHliEGIJHE liCIE!IlSIMG COMI'lU\!JY EXTERNAL COMMUNICATIONS From strategic communications planning and consulting to media relations for event and trade show participation, CLC is equipped to provide first-rate marketing and public relations support to better integrate licensing programs into the campus, community, and retail marketplace. "'""'"'C)i':£\\S ' ·~-~~~-~~<@! i ....ro"'-"""Oon CLC's media staff also develops and pitches stories highlighting licensing ~ programs, marketing and promotional efforts, and enforcement activity related to all CLC partners or specific schools and licensees. Media activity can be at tE a national level or tailored to the regional market and can be integrated with the campus media department or the sports information department. Clients maintain approval rights over all press releases and stories before they are ~ released. Noltoo lo119 ago, 6oi•• State couldn't even r.nd onvor.o to make m~rdl!ndl CLC allocates financial and staff resources to promote CLC institutions through a wide array of trade shows, licensing associations, and licensing-related industry events. CLC currently exhibits at the Sports Licensing & Tailgate Show (formerly the Super Show) and CAMEX (the college bookstore trade show), attends MAGIC (the sports apparel trade show), participates as an industry expert panelist at the Sports Business Journal's Intercollegiate Athletics Forum in New York, and sponsors the International Collegiate Licensing Association the professional association for collegiate licensing administrators. CLC also theMarketr sponsors a collegiate pavilion at the Atlanta Gift Mart as a part of the CLC branded "Put Some Spirit In Your Store" program. lfiRGINIA POLYTECNIC INSTITUTE AND STATE Ul\lilf!ERSITY 71 ------~~------CLC INTERNATIONAL Established in July of 2003 as an affiliate company of the Collegiate Licensing Company, CLCINTERNATIONAL CLC International currently represents the global licensing rights for more than 45 U.S. collegiate institutions. The mission of CLC International is to be the guiding force in worldwide collegiate trademark licensing. As such, CLC International dedicates itself to being a center of excellence in providing international licensing services of the highest quality to its institutions, licensees, agents, retailers and consumers. CLC's long-standing industry relationships have paved the way for CLC International to collaborate with global licensees and retailers to launch collections of collegiate licensed merchandise in Australia, Canada, Europe, Japan and New Zealand. CLC International is currently laying a similar foundation in China. Each territory continues to present a unique set of commercial laws, tax regulations, market intricacies and demand drivers. CLC International is constantly monitoring these dynamic environments to ensure that our recommendations to each individual 1-Shirts partner reflects the global ideals of the institution. '1t-.r.GJ.:ir'h70.<>J..U!ll. ot«~ .. ~o:;,A~T~~7~t •n:.;.,..-~,.~~ll'•nu. We strive to assist each of our clients in its construction of an international licensing program that reflects the ideals of the institution. ..., m . . Collegiate product placed through CLC International is highlighted in international publications as top fashion finds. Collegiate product placed through CLC International in Japan. 72 HIE COLlEGIATE UCENS!i'!G COMP/.1.1'1\' ------·------290 INTERSTATE NORTH CJRCLE SUJTE200 ATLANTA GEORGIA 30339 p 710 956 0520 F 770 955 4491 www.clc.com AN IHG ~~HPAHY March 8, 2012 Ms. Kimberly Delaney Virginia Polytechnic Institute and State University Purchasing Department 270 Southgate Center (0333) Blacksburg, VA 24061 Dear Ms. Delaney and RFP Review Committee: We are pleased to present the enclosed response to Virginia Tech's Request for Proposal (RFP #0021537) for licensing administration services. This proposal should provide a comprehensive response to the points outlined in the RFP. While it is challenging to summarize the full array of services provided by our firm in written format, there are a few key points to keep in mind during the University's review of this proposal: I. Industry Consolidation- Since the start of the new millennium, there has been a major shift in the buying trends for national retailers; a wave of consolidation, mergers, and bankruptcies across major collegiate licensees; and major universities working more strategically in the marketplace. During the past decade, 20 major universities have chosen to align their brands with CLC after previously working as independently managed programs or through smaller agencies. In light of the recent economic downturn and the instability in the marketplace for licensed collegiate products, it has become all the more vital that Virginia Tech partner with CLC to ensure it is first in line for major new licensing opportunities. 2. Strategic Licensing Management Practices - With universities facing significant budget constraints, licensing royalties are now a mission-critical revenue stream and an even more important exposure vehicle for every university in the country. Licensing is an especially important area for those state-assisted institutions generating significant dollars in annual income. Recently, a number of institutions have begun to strategically manage their licensing programs with licensing decisions supported by data analysis including consumers, retail channels, and product categories. CLC is the best agency to assist Virginia Tech in the implementation of any strategic decisions the University makes to enhance its future brand exposure, sales, and revenue growth. CLC has a proven track record of delivering results for our clients. 3. Relationships Drive the Business - By virtue of representing institutions that comprise more than 80% of all annual collegiate sales, CLC has the broadest and deepest relationships with major decision makers in the industry. Whether with retailers or licensees, CLC can provide the University with the best opportunity to continue the successful growth of its licensing program over the next three years and beyond. We sincerely appreciate the opportunity to take part in this bid process and look forward to participating in the appropriate next steps in the near future. We would welcome the opportunity to discuss our proposal in person with your selection committee. It is our hope that Virginia Tech and CLC will have the opportunity to forge a mutually beneficial partnership to expand upon the outstanding program that you have already built. If you have any questions, please feel free to contact me at 770-799-3258 or [email protected]. BRAND PROTECTION BRAND MANAGEMENT BRAND DEVELOPMENT ,------ The Collegiate Licensing Company Negotiation Round 1 April13, 2012 Please provide answers to the following questions by 10:00 am on April20, 2012. The responses can be emailed to me at [email protected]. 1. Over the past five years what national brand marketing initiatives were we NOT included in and how much additional money would they have brought in for us? What do you have scheduled for this upcoming year and how much money could it bring in to us? 2. Name the specific media inventory that will be included in the multimedia rights package. 3. A te1mination clause is an important issue in the negotiation of this contract. You've indicated you will not accept a termination clause. Will CLC be willing to accept Virginia Tech's termination clause listed in Attachment A, Terms and Conditions, presented in the original RFP? If not, explain why you believe we should accept this type of arrangement. 4. Clarify legal and enforcement services, including online enforcement and renewals and how they will be covered under this contract. 5. Define what legal services will be supplied under this contract. 6. Will you register new marks? Negotiation_Questions.doc 07/27/2011 7. How will you take leadership on marketing programs for new products like the Virginia Tech Tartan? 8. How did CLC anive at the figure for price adjustments? Is this a similar adjustment made to all your clients, or an industry standard? 9. Do you agree that the initial contract period shall be three years? 10. Upon completion of the initial contract period, does CLC agree that the contract may be renewed by Virginia Tech upon written agreement of both parties for two (2) one-year periods, under the terms of the current contact? 11. Please identify the highest-level executive in your organization that is aware of this solicitation. Describe that person's commitment to assuring the highest quality service to Virginia Tech if your organization is awarded a contract. 12. Do you acknowledge, agree and understand that Virginia Tech cannot guarantee a minimum amount of business if a contract is awarded to your company? 13. Does the vendor acknowledge, agree, and understand that the terms and conditions of the RFP #002153 7 shall govern the contract if a contract is awarded to your company? Negotiation_Questions.doc 07/27/2011 14. For purposes of interacting with HokieMart, our internal database, please identify the person (name, phone number, email address, etc.) in your company that will serve as liaison for a) e-commerce, b) accounts receivable, c) emergency orders. Campus Presentation You have been invited to campus to present to the committee your plan to service Virginia Tech under a contract should one be awarded to CLC. You are scheduled to arrive on campus on Monday, April 23, 2012 at 8:30am. The committee is interested in meeting the representative that will be servicing the account and anyone else that will be actively involved in managing our account. At that presentation, please be prepared to discuss the following items. 1. We will immediately incur a substantial increase in cost with the signing of an agreement with you. What changes in our licensing program would you recommend to make up for it? Please show us financial projections with the changes. If there is more than one please show them all. (Note: Our revenue numbers can be provided as needed.) Will you be recommending a change in our fee structure? If so, please discuss. What would be the benefits of signing a contract with Collegiate Licensing Company? 2. Expand on how your POS and promotional marketing and retail development strategies would be applied specifically to Virginia Tech. Present a creative example that relates to Virginia Tech. 3. You currently represent many universities. How will we be different? How many other $2 million plus accounts do you have? How would your strategies be different or similar for Virginia Tech? Prior to your presentation, I will send you information regarding room location and other logistics. Negotiation_ Questions .doc 07/27/2011 SUITE lOU ATLANTA. GEORUIA zo:m The Collegiate Licensing Company r 110 95<'. rmzo F 770 955 6J\'11 Virginia Tech Licensing Proposal Negotiation Questions WWW,(!t:.(tl/1\ RFP #0021546 1. Over the past five years, what national brand marketing initiatives were we NOT included in, and how much additional money would they have brought in for us? What do you have scheduled for this upcoming year, and how much money could it bring in to us? CLC's Brand & Retail Development Division is dedicated to developing and exploring ways to elevate the presence of officially licensed collegiate merchandise at retail to compete alongside the pro leagues, Disney, Warner Brothers, and other sports and entertainment properties. This has been successfully accomplished through the development of initiatives that not only capture the attention of the collegiate consumer, but also support those who are manufacturing the product, and most important, those selling the product. CLC currently has four national campaigns or brand programs in place that will or have already impacted the retail marketplace at the local, regional, and national level. While CLC develops and implements these programs end-to-end, we encourage participating institutions to support and activate around these campaigns at the local level. In some cases, schools assist in funding these campaigns through a voluntary national marketing fund. College Colors Day: The largest and most successful of CLC's retail campaigns is College Colors Day. College Colors Day, which will be celebrated for the eighth consecutive year on Friday, August 31, 2012, was developed for retailers to promote "college" during the month of August-one of the busiest shopping months of the year due to the back-to-school season. The campaign provides a build up to a single day where fans, students, and alumni are encouraged to wear their college colors wherever they are on the Friday of the opening weekend of college football. More than 12,500 retail locations supported College Colors Day 2011, including national retailers Champs Sports, Fanatics, Finish Line, Hibbett Sports, JCPenney, Kohl's Lid's Peebles, Stage Stores, The Sports Authority, and Walmart, as well as local/campus stores in markets ofCLC partner institutions. College Colors Day has successfully assisted retailers in growing sales during this time period. Stage Stores provided CLC the following comment on College Colors Day: "We have been overwhelmed withe success of College Color Day and the start of the NCAA business in general. During the period of College Colors Day, NCAA sales dollars were up 40% with 31% more inventmy - nice return on our investment. NFL was flat to LYon + 10% inventory during the same period." I Love College Hoops: I Love College Hoops was developed as THE college basketball in-season activation theme for retailers across the United States helping to fuel sales of college basketball themed products. This has been accomplished by developing national and local initiatives tied to I Love College Hoops such as the Naismith Student Section of the Year Award contest and activation on campus by targeting student sections through the purchase of available athletic department media inventory. The 2012 I Love College Hoops campaign was marketed in-store by national retailers, including Amazon Eastbay, Fanatics, Lids, Paradies, Peebles, Pro Image, Stage Stores, and Walma1t. According to headwear licensee Top of the World, the 2012 I Love College Hoops campaign led to 74% sell-through of its hats at Walmart during the program. Saturdays Since ... : Executed for the first time during the 201 J college football season, CLC will continue to build on the "Saturdays Since ... " football-themed campaign during the 2012 college football season. The 2011 version of the campaign included more than 5,000 participating retailers, BRAND PROTECTION BRAND MANAGEMENT BRAND DEVELOPMENT CLC Negotiation Questions/Virginia Tech Page2 including Fanatics, Finish Line, Hibbett Sports, JCPenney, Lids Peebles, Stage Stores, The Sports Authority, and local/campus stores in markets of CLC partner institutions. The Saturdays Since ... campaign promotes the excitement of college football and college football Saturdays as a means to draw attention to college product at retail and drive college product sales. The following feedback was provided by national retailer LIDS: "!wanted to give you some information regarding the Saturdays Since 1869 promotion that you ran with LIDS. NCAA product fi·om the time period of9-25- 10-29 (five full weeks) was up ji-om last year 38.93%. Units sold were up 33.92% during the time period. Internet sales were up 17.27% from last year, and Internet units sold were up 46.74%. Again, results were based on the sale of NCAA Core, Fashion, and Easy Fit. A huge trend is still the Snap Backs. " College Vault: College Vault, developed and managed by CLC, is a vintage-inspired brand program that utilizes historic college logos and trademarks. This program is very similar to MLB's Cooperstown Collection, the NBA Hardwood Classic program, and the NFL Legacy program. College Vault has grown from a $0 program in 2005 to a $30M program at retail in 2011, yielding significant revenues and increased distribution for CLC institutions that participate in the program. College Vault apparel is sold in boutiques, specialty mid-tier and high-end department stores, as well as campus stores. Managing the retail channel distribution has been done purposely to help avoid over-saturation in the marketplace and to limit confusion with the schools' current brand within the mass and mid-tier channels. Institutions comparable to Virginia Tech in annual licensing revenues have seen this program yield $25,000-$50,000 in royalties per year. The College Vault program not only provides incremental revenue and places college product in non-traditional retail doors, but it also provides a means for protecting historic marks not traditionally used in commerce for years to come. In addition to the existing programs above, CLC is developing a new holiday-themed campaign. In late November and early December 2012, CLC will be launching a national campaign encouraging college students, fans, and alumni to give the "gift of college" to their friends and family during the holiday season. CLC will work with a handful of key national retailers that have locations in the local markets of CLC pmtner institutions to promote the holiday theme heavily in their stores. Additionally, CLC will work with key online retailers, including Amazon, Fanatics, and Lids, as well as local/campus retailers, to heavily promote the holiday program. CLC's proactive development, marketing, and promotion of these platforms on a national and local level have driven an increase in retailer involvement. Retailers see CLC as a partner that generates buzz and excitement with the college consumer, which translates into i.ncreased store traffic and sell through of college product. The retailer feedback shared above provides some input into projecting royalty revenue for institutions, but it should be mentioned that individual licensing directors by far have the greatest impact on the maximization of unit sales and thus royalties through participation in CLC's national marketing platforms. The programs above are developed as national marketing platforms with the ability to drill down to the campus level for activation for a single institution. The schools that generate the greatest royalties from these programs engage with CLC and work collaboratively to make these programs meaningful in the campus community. In Virginia Tech's case, CLC would have far greater resources to impact the success of these programs due to CLC's investment in multimedia rights on behalf of the licensing program that was included in the financial offer as a part of this proposal. BRAND PROTECTION BRAND MANAGEMENT BRAND DEVELOPMENT ,------ CLC Negotiation QuestionsNirginia Tech Page 3 2. Name the specific media inventory that will be included in the multimedia rights package. One of the most notable benefits of a partnership with CLC will be Virginia Tech's ability to access select multimedia rights assets through IMG College at no cost to the licensing program. These assets will be used to promote various initiatives designed to expand Virginia Tech's licensing program. If CLC is selected to represent Virginia Tech, we would immediately schedule a meeting in Blacksburg with members of Virginia Tech's Licensing Department, IMG College, and CLC to develop a customized plan to ensure the proper mix of media assets needed to meet the specific objectives of the licensing program. Although it would be premature to outline specific media assets without meeting with Virginia Tech to discuss its goals first, the following provides a sample of the resources that could be made available to promote licensing programs: • Statewide radio network for football and men's basketball and Tech Talk LIVE! (approximately 40 stations across the Commonwealth); • Statewide television network for Virginia Tech Sports Today (30 shows) and the Hokie Playback ( 6-7 shows); • Home market radio broadcast inventory for coaches shows, football, men's basketball, women's basketball and baseball; • www.hokiesports.com - Top-rated national official athletic site among BCS schools (approx 300k unique visitors per month); • Hokiesports Official Facebook Page- CuJTently over II 0,000 fans; • HokieSports Weekly E-newsletter- Sent out every Tuesday during the academic year (approx 55,000 cuJTent subscribers); • Official print publications of Virginia Tech athletics including football and basketball game programs, football fan guide, and the HokieSports magazine; • In-venue marketing and advertising through signage, video board campaigns, and LED messaging at Lane Stadium and Cassell Coliseum; • Olympic sports sponsorships including signage, events, and promotions; • Team posters, schedule cards, calendars, and ticket backs; • On-site activation through fan promotions, displays, giveaways, interactive promotions, contesting, etc; and • Merchandising, experiential, and hospitality entertainment opportunities . 3. A termination clause is an important issue in the negotiation of this contract. You've indicated you will not accept a termination clause. Will CLC be willing to accept Virginia Tech's termination clause listed in Attachment A, Terms and Conditions, presented in the original RFP? If not, explain why you believe we should accept this type of arrangement. CLC has a standard termination clause, which is set fo1th below, and requests that the University consider accepting this provision: DEFAULT- If either University or CLC shall fail to pe1jorm any of the material terms or conditions of this Agreement and such material breach shall not have been cured within thirty (30) days after the non-defaulting party has given written notice thereof, the non-defaulting party shall have the right to terminate this Agreement, without prejudice to the right of compensaaonfor losses and damages. Under this provision, should CLC fail to perform under the contract, Virginia Tech would have every right to provide notice of te1mination. If selected, CLC will devote significant resources to the Virginia Tech program. In order to invest such resources and account for the costs involved in doing so, CLC would like to have the assurance that, as long as we are performing our obligations under the contract and have not breached, the contract will remain in place. A provision that would provide for termination at will (without cause) may inhibit BRAND PROTECTION BRAND MANAGEMENT BRAND DEVELOPMENT _j CLC Negotiation Questions/Virginia Tech Page4 CLC's ability to fully invest in resources aimed at maximizing the success of the Virginia Tech licensing program. · CLC is committed to the success of the program and our intent is to develop a solid and mutually beneficial working relationship with the University for many years to come. 4. Clarify legal and enforcement services, including online enforcement and renewals, and how they will be covered under this contract. CLC has an in-house legal team of three full-time attorneys and three legal assistants, including an online enforcement coordinator. The CLC Legal Department is on call for the University, and services are built in at no additional cost to Virginia Tech. Below is an overview of activities that CLC's attorneys and legal staff are engaged in on a daily basis with our partner institutions. While each staff member has areas of primary focus, the CLC Legal Department takes a team approach to all legal functions. Accordingly, the legal staff is available to assist any time with questions or issues that may arise. Enforcement Program - CLC has the ability to respond quickly and effectively to protect your trademarks and handle any enforcement problems that may arise in the marketplace, on game day, on the Intemet, or otherwise. CLC has a team that is primarily responsible for the in-house cease and desist, contract compliance, and online enforcement programs. CLC's legal staff also assists the Partner Services Department with game day and hot market enforcement. We network with investigators and other trademark owners across the United States and around the world to jointly conduct investigations and enforcement actions when appropriate and stay informed of issues that may affect the University. Cease and Desist Program - The cease and desist program addresses issues involving the unauthorized use of the marks of institutions represented by CLC. These issues come from a variety of sources including Internet activity and online auctions. Each cease and desist notice addresses the specific problem at hand and also places the infringing company on notice on behalf of all of the institutions represented by CLC. Resolution includes agreement by the infringing company to stop the infringement, and when appropriate, payment of damages. There is no additional cost for our services in this area with issues settled short of litigation, which comprise the vast majority of issues. All of the information generated as a result of the cease and desist program is maintained in a database. The database documents each matter for future reference. CLC would work with Virginia Tech to review potentially infringing Internet websites to make a good faith dete1mination as to whether actionable infringement has occurred in each instance. The main issues typically involve unauthorized use of word marks as domain names and unauthorized use of word and/or design marks on the websites themselves. CLC has successfully resolved hundreds of Internet infringements for various institutions. Contract Compliance Program - The contract compliance program addresses situations in which CLC licensees do not comply with the terms and conditions of their license agreements. Contract compliance covers a broad range of issues, including unapproved designs in the marketplace and production of merchandise for institutions for which a company is not licensed. The successful resolution of compliance issues involves effective resolution of the breach of contract, and in certain circumstances, the payment of lost royalties and damages. As with the cease and desist program, all of the information generated by the contract compliance program is maintained in a database to ensure prompt resolution of each matter and to maintain records of each matter for future reference. In addition, the information is used to evaluate licensees when their agreements are up for renewal. BRAND PROTECTION BRAND MANAGEMENT BRAND DEVELOPMENT CLC Negotiation Questions/Virginia Tech Page 5 Special Events Enforcement - CLC is actively involved in game day and post-season enforcement efforts across the country on behalf of the institutions we represent, including the BCS, bowl games, and athletic conferences. Through its representation of the NCAA, CLC's enforcement program includes all major NCAA championship events, including basketball, hockey, and baseball. These actions are performed at no cost to the University. CLC staff members are also available to assist the University in other hot market situations. Enforcement Alliances - CLC joined forces with MLB Properties, NBA Properties, NFL Properties, and NHL Enterprises to form the Coalition to Advance the Protection of Sports Logos (CAPS) in 1992. CAPS is committed to the protection of trademarks associated with its members through the conduct of legal action, protection of marks on the Internet, improvement and expansion of anti counterfeiting laws, publicity of CAPS actions, and educational efforts. CAPS was born from the recognition that an organized effort between the institutions represented by CLC and the professional leagues could cast a wider enforcement net by working together in appropriate anti-counterfeiting actions. Working with a strong network of private investigators and law enforcement agencies nationwide, CAPS has successfully conducted enforcement actions in virtually every state, including the Commonwealth of Virginia. Those actions have resulted in the seizure and/or voluntary surrender of more than ten million pieces of counterfeit merchandise-including manufacturing equipment used to produce the counterfeit products. CAPS' activities are funded entirely by CAPS members at no charge to CLC institutions, unless otherwise mutually agreed (e.g., filing lawsuits). CLC, on behalf of the CLC institutions, also has joined forces with other groups to combat counterfeiting at flea markets or swap meets that have historically been notorious havens for counterfeiting. The Western Anticounterfeiting Coalition (WACC) and CAPS Operation Flea Collar were organized to seek the voluntary surrender of counterfeit product from flea market vendors and obtain the cooperation of flea market owners in self-policing their markets. CLC is an active participant in the International AntiCounterfeiting Coalition (IACC), which is a trade organization dedicated to the worldwide enforcement ofthe intellectual property rights of its members, which include many major companies that share a common interest in the protection of those rights. CLC also is a long-standing member of the International Trademark Association (INTA), which is a trade organization composed of trademark practitioners from law firms and companies. INT A promotes the protection of trademark rights of its members worldwide. Trademark Registration Program - CLC offers a trademark registration program offered in conjunction with Kilpatrick Townsend Stockton LLP, one of the nation's leading intellectual property firms. In addition to trademark registrations, Kilpatrick is available to assist with other complex legal issues that may arise such as opposing the registration of a conflicting trademark and unresolved infringement issues that may result in litigation. Outside legal fees can be deducted from the institution's quarterly royalties. CLC also maintains an in-house database that allows CLC to advise institutions of important deadlines relative to the maintenance of their federal registration. We are available to file the maintenance documents necessary to maintain and renew your federal trademark registrations on your behalf. CLC does not charge for these services. The U.S. Patent and Trademark filing fees can be deducted from the institutions' royalties. We also review the Official Gazette, the weekly publication of the U.S. Patent and Trademark Office, to ensure that third parties are not attempting to register marks that conflict with the ownership rights that CLC institutions have developed in their marks. U.S. Customs Recordation and Enforcement Program - CLC assists schools with recording their federally registered trademarks with U.S. Customs, which has the authority to enforce against the BRAND PROTECTION BRAND MANAGEMENT BRAND DEVELOPMENT j CLC Negotiation Questions/Virginia Tech Page 6 importation or sale of counterfeit product. The U.S. Customs recordation would add another layer of protection to Virginia Tech's trademark portfolio. Audit Program - CLC and its auditors, audit approximately 150 licensees each year, which results in collection of approximately $2 million in unreported royalties. The CLC audit committee oversees the management of the auditing program to ensure that the audits are being closed in a timely manner. CLC's Legal Depmtment also assists with the resolution of complex audit issues. Labor Code of Conduct- CLC is actively involved in the Labor Code of Conduct since its evolution in collegiate licensing in 1998. CLC helps ensure that companies agree to comply with the labor code requirements for any universities for which they are licensed. CLC also maintains a database of licensees' manufacturer information. This information is supplied to the FLA and WRC on a quarterly basis. We work closely with the FLA and assist them in their efforts to educate licensees on labor code issues and ensure that licensees are properly registered with the FLA. Bankruptcy- CLC monitors the status of licensees that file for bankruptcy protection. We file Proof of Claim forms on behalf of affected institutions to recover any unpaid royalties, and when appropriate, engage the licensees in negotiations to ensure that the institutions' rights are sufficiently protected. Contract Review - CLC's attomeys also provide assistance to schools on general trademark matters and have created and reviewed license agreements and other agreements involved in the licensing process. CLC maintains a library of agreements that cover a wide array of licensing deals. 5. Define what legal services will be supplied under this coJilract. All of the CLC services set fmth in the response to question #4 above will be available to Virginia Tech at no additional cost. Additionally, we intend to review our legal service offerings during Monday's presentation. 6. Will you register new marks? As noted above, CLC will assist with trademark registration, including trademark audit and recommendations, assistance in gathering materials and data to support new trademark applications, filing trademark affidavits of continuation, and renewals. The only cost to Virginia Tech would be for any fees charged by outside counsel to prosecute trademark registrations, which we can pay and then deduct those costs from the University's net royalties. 7. How will you take leadership on marketing programs for new products like the Virginia Tech Tartan? CLC has a long history of creating and activating special programs specific to individual pmtner universities. Whether new marketing programs originate on campus or from CLC, we can take an active leadership role in ensuring that such programs are a success. As it pertains to the example mentioned above, we would work collaboratively with Virginia Tech Trademarks and Licensing to first understand the history and intent of the Virginia Tech Tartan program and then allocate the appropriate resources and program management tools to maximize the opportunity. After understanding the Tartan program in as a whole, we would work with you to determine the appropriate set of licensees to offer this opportunity. We've worked with multiple schools that have Tartan programs, and some schools choose to be very selective in determining the preferred licensees and subsequent distribution channels while others choose to open it up to a larger contingent of licensees and seek wider product distribution into multiple retail channels. Based on the University's strategy for the program, CLC would work with you to establish an appropriate royalty rate for the special program and draft addenda to the chosen licensees, which explain the requirements and expectations of their BRAND PROTECTION BRAND MANAGEMENT BRAND DEVELOPMENT CLC Negotiation Questions/Virginia Tech Page 7 participation and subsequently require that they report royalties for the Tartan program separately so that we can gauge the overall success of the program and also understand where there are opportunities for expansion. Once the parameters of the program are set CLC will work with the retail buyers in the appropriate distribution channels to educate them on the Virginia Tech Tartan program and its commercial opportunities. CLC can also develop marketing materials that educate the consumer in these channels on the Tartan program. These materials can include a specially designed hangtag, point of-sale signage, and graphics ready for distribution through email and social media. CLC can also develop a strategy that uses available media through IMG College and the University to promote the availability of the Tartan program. 8. How did «company» arrive at the figure for price adjustments? Is this a similar adjustment made to all your clients, or an industry standard? CLC determines the financial splits offered to an institution based on a variety of different variables, including revenue range, length of agreement, and other special provisions included in the agreement. For large, independent schools like Virginia Tech that have mature licensing programs, we traditionally offer the University the vast majority of existing revenue (90% in Virginia Tech's case), while providing CLC with fiscal incentive to grow the program above its current level. Although each agreement is different based on the variables described above, all of our agreements are based on a revenue share model that rewards both parties. Our goal is to strike a fair deal that provides Virginia Tech with the majority of the revenue based on the value of its brand, while creating a fiscal structure that provides CLC with an incentive to invest in world class brand protection, brand management, and brand development staff, systems, and services that will be critical to expanding the Virginia Tech program moving forward. 9. Do you agree that the initial contract period shall be three years? CLC agrees with the initial contract period of three years but is hopeful to negotiate a longer tenn. ' 10. Upon completion of the initial contract period, does < CLC agrees that the contract may be renewed for two (2) one-year periods upon completion of the initial tenn but is hopeful to negotiate a longer initial term. 11. Please identify the highest-level executive in your organization that is aware of this solicitation. Describe that person's commitment to assuring the highest quality service to Virginia Tech if your organization is awarded a contract. Chainnan and CEO Michael Dolan and the executive leadership team at CLC's parent company, IMG Worldwide, and the executive team at IMG College are all aware of this solicitation for a partnership with Virginia Tech. Please see the attached letter from George Pyne, President of lMG Sports and Entertainment, which underscores the commitment CLC and lMG will make in being the best partner for the Virginia Tech licensing program. 12. Do you acknowledge, agree and understand that Virginia Tech cannot guarantee a minimum amount of business if a contract is awarded to your company? Yes, we agree. BRAND PROTECTION BRAND MANAGEMENT BRAND DEVELOPMENT CLC Negotiation QuestionsNirginia Tech Page 8 13. Does the vendor acknowledge, agree, and understand that the terms and conditions of the RFP #0021537 shall govern the contract if a contract is awarded to your company? CLC agrees that the applicable, mutually agreed upon RFP terms should be incorporated into an agency agreement between the University and CLC. This agency agreement would define the working relationship, rights, and obligations between the University and CLC. 14. For purposes of interacting with HokieMart, our internal database, please identify the person (name, phone number, email address, etc.) in your company that will serve as liaison for a) e commerce, b) accounts receivable, c) emergency orders. John Greeley Senior Vice President, Pattner Services The Collegiate Licensing Company 290 Interstate North Circle, Suite 200 Atlanta, GA 30339 Ph: (770) 956-0520 Fax: (770) 955-4491 [email protected] BRAND PROTECTION BRAND MANAGEMENT BRAND DEVELOPMENT I~lG sports· entertainment· media George Pyne President IMG Sports & Entertainment Ap1ill8, 2012 Ms. Kimberly Dulaney Assistant Director & Contracts Manager Purchasing Department Virginia Tech 270 Southgate Center Blacksburg, Virginia 24061 Dear Ms. Dulaney: Thank you very much for selecting The Collegiate Licensing Company (CLC), a division of IMG College, for a can1pus presentation in yom quest to choose a partner to help grow yom trademark licensing progran1. I am writing to express to you that the leadership team at IMG Worldwide, including Chairman and CEO Michael Dolan, is fully on board and supportive of CLC' s pursuit of an alliance V\':ith the University. We have enjoyed a 17-year multimedia rights partnership with Virginia Tech's Athletic Department, and we would wholeheartedly embrace the opportunity to grow our relationship with the University through a partnership with the licensing pro gran1. IMG has invested heavily in the college market over the last five years. Our IMG College division is now the largest business unit within IMG across all our global operations. As such, we stand committed to providing the best staff, resources, program development, and customer service in the industry to assist the University in managing and enhancing its trademark licensing program. Our people have a genuine passion for all things college that fuels their desire to succeed, but at the end of the day, the only way we can grow our business is by growing yours. To that end, we are dedicated to becoming the best pmtner that Virginia Tech has-in any business. We look forward to proving this through a licensing pmtnership with the University. 767 Fifth Avenue, New York, NY 10153 0: 212.774 6796 F: 212.489.0818 www.imgworld.com • I I ..-.~ ' I Again, we thank you for tins opportunity and hope you will select our CLC team to assist in charting the future course of the Virginia Tech licensing program. Sincerely, The Collegiate Licensing Company Negotiation Round 2 May 9, 2012 Please provide answers to the following questions by 5:00 pm, Monday, May 14, 2012. The responses can be emailed to me at [email protected]. 1. Will CLC accept a three year term as requested in the original RFP that includes the following financial proposal? • 90% of the first $2,500,000 in annual gross royalties • 80% from $2,500,00 I to $4,000,000 in annual gross royalties • 85% above $4,000,00 I in annual gross royalties 2. With a three (3) year term, will CLC agree to provide the additional resources outlined under the Six (6) year agreement terms offered on page 40 of the RFP response dated March 8, 2012 and includes: • In year one, a multimedia rights package valued at $50,000 with IMG Sports Marketing at no cost to the Licensing Department. • In each of the subsequent two years of the agreement, a multimedia rights package valued at $40,000 with IMG Sports Marketing at no cost to the Licensing Depattment. • Licensing Department may purchase additional multimedia rights inventory at 50% rate card above and beyond the $40,000 fully covered by CLC and IMG Sports Marketing for the term of the contract. • CLC will provide up to $30,000 over the course of the agreement in creative services for the promotion of additional licensing initiatives beyond what is provided in the multimedia rights package for the term of the contract. 3. Please provide a copy of the licensing contracts CLC uses with licensees. 4. Clarify the legal relationship between the licensee and Virginia Tech. Are licensees under contract to Virginia Tech or to CLC? Negotiation_Questions.doc 07/27/2011 ,------ SUil'i£:2\1!1 ATLAN>/1 GEORO.A ,1()339 r 77ll956 ns:::o f 170955<14?1 www.tk.tom May II, 2012 Ms. Kimberly Dulaney Assistant Director & Contracts Manager Purchasing Department Virginia Tech 270 Southgate Center Blacksburg, Virginia 24061 Dear Kim, Thank you for reaching out to The Collegiate Licensing Company to continue our discussions of a future pm1nership with Virginia Tech. Below are the responses from The Collegiate Licensing Company (CLC) on issues related to the second round of negotiations. CLC's answers are noted in italics. 1. Will CLC accept a three-year term as requested in the original RFP that includes the following financial proposal? • 90% of the first $2,500,000 in annual gross royalties • 80% from $2,500,001 to $4,000,000 in annual gross royalties • 85% above $4,000,001 in annual gross royalties CLC proposes the following financial proposalfor a three-year term agreement: • 90% of the first $2,250,000 in annual gross royalties • 80%ji-om $2,250,001 to $4,500,000 in annual gross royalties • 85% above $4,500,000 in annual gross royalties 2. With a three (3) year term, will CLC agree to provide the additional resources outlined under the Six (6) year agreement terms offered on page 40 of the RFP response dated March 8, 2012 and includes: • In year one, a multimedia rights package valued at $50,000 with IMG Sports Marketing at no cost to the Licensing Department. • In each ofthe subsequent two years of the agreement, a multimedia rights package valued at $40,000 with IMG Sports Marketing at no cost to the Licensing Department. • Licensing Department may purchase additional multimedia rights inventory at 50% rate card above and beyond the $40,000 fully covered by CLC and IMG Sports Marketing for the term of the contract. • CLC will provide up to $30,000 over the course of the agreement in creative services for the promotion of additional licensing initiatives beyond what is provided in the multimedia rights package for the term of the contract. CLC accepts the above-mentioned counter terms as part ofa three-year agreement with one alteration listed belmv: BRAND PROTECTION BRAND MANAGEMENT BRAND DEVELOPMENT J ------~------ • CLC will provide up to $15,000 over the course ~f the agreement in creative services for the promoUon ofadditional licensing initiatives beyond what is provided in the multimedia rights package for the term ofthe contract. 3. Please provide a copy of the licensing contracts CLC uses with licensees. Please see attached. 4. Clarify the legal relationship between the licensee and Virginia Tech. Are licensees under contract to Virginia Tech or to CLC? The parties to the Ucense agreement are the licensee and The Collegiate Licensing Company, as agent on behalf of the institution. The University maintains full control over its brand-including without limitation approval of licensees, products, and designs. Furthermore, Paragraph 25 of the agreement states that the institution is entitled to enforce its rights in its licensed indicia and the terms of this agreement directly against the Licensee, and to all the rights and remedies available under this agreement. Please let us know if you have any additional questions or need clarification on any of the information included above. Again, we thank you for the opp01iunity to continue the negotiations, and look forward to working together in the future. Sincerely, John Greeley Sr. Vice President- Partner Services BRAND PROTECTION BRAND MANAGEMENT BRAND DEVELOPMENT THE COLLEGIATE LICENSING COMPANY STANDARD RETAIL PRODUCT LICENSE AGREEMENT This is an Agreement between __, a __ organized under the laws of the state of __, having a principal place of business at __ ("Licensee"), and the Collegiate Licensing Company, a Georgia corporation, having a principal place ofbusiness at 290 Interstate North Circle, Suite 200, Atlanta, Georgia 30339 ("CLC"), as agent on behalf of the Collegiate Institutions (as defined below). WHEREAS, the individual Collegiate Institutions have authorized CLC as agent to administer their respective trademark licensing programs; and WHEREAS, certain Collegiate Institutions have authorized CLC to enter into this Agreement on their behalf to license the use of certain Licensed Indicia (as defined below); and WHEREAS, Licensee desires to manufacture, advertise, distribute and sell certain Licensed Articles (as defined below) containing the Licensed Indicia, and certain Collegiate Institutions, through CLC, are willing, subject to certain conditions, to grant this license. NOW, THEREFORE, in consideration of the parties' mutual covenants and undertakings, and other good and valuable consideration the receipt and sufficiency of which are acknowledged, the parties agree as follows: I. DEFINITIONS In addition to the terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following respective meanings: (a) "Collegiate Institutions" means the individual colleges, univers1t1es and other institutions represented by CLC, including any additions or deletions that may be made from time to-time by CLC. (b) "Licensed Indicia" means the names and identifying indicia of the Collegiate Institutions including, without limitation, the trademarks, service marks, trade dress, team names, nicknames, abbreviations, city/state names in the appropriate context, slogans, designs, colors, uniform and helmet designs, distinctive landmarks, logographics, mascots, seals and other symbols associated with or referring to the respective Collegiate Institutions. Licensed Indicia includes those shown in Appendix B, modifications of the Licensed Indicia approved for use by the Collegiate Institutions, and any other names or identifying indicia adopted and approved for use by the Collegiate Institutions. (c) "Licensed Articles" means the products listed in Appendix C which contain Licensed Indicia. (d) "Authorized Brands" means any additional brand names or labels Licensee may use ~------ in association with the Licensed Articles. Authorized Brands are listed in Appendix D. (e) "Distribution Channels" means the channels of trade in which Licensee may advertise, distribute and sell the Licensed Articles in the Territory. The Distribution Channels authorized herein are indicated in Appendix D, which may also identify Distribution Channels that are not authorized in this Agreement. Licensee shall not advertise, distribute or sell Licensed Articles to any third patty that Licensee knows or should reasonably know intends or is likely to advertise, redistribute or resell Licensed Articles outside the authorized Distribution Channels. (f) "Territory" means the United States of America, its territories and possessions, and United States military bases abroad. Licensee shall not advettise, distribute or sell Licensed Articles outside the Territory, or to any person or entity that Licensee knows or should reasonably know intends or is likely to advertise, redistribute or resell Licensed Articles outside the Territory. (g) "Net Sales" means the total gross sales of all Licensed Articles distributed or sold at the greater ofLicensee's invoiced selling price or Licensee's regular domestic wholesale warehouse price, including the royalty amount (whether included in the price, as a separate invoice line item, or otherwise), less lawful quantity trade discounts actually allowed and taken as such by customers and shown on the invoice, less any credits for returns actually made as suppmted by credit memoranda issued to customers, less sales taxes, and less prepaid transportation charges on Licensed Articles shipped by Licensee from its facilities to the purchaser. For purposes of the Related Retail/Direct Distribution Channel described in Appendix D, the Licensee's invoiced selling price is the final invoice price charged the customer/consumer. There shall be no other deductions allowed including, without limitation, deductions for direct or indirect costs incurred in the manufacturing, distributing, selling, importing or advettising (including cooperative and other advertising and promotional allowances) of the Licensed Atticles, nor shall any deductions be allowed for non-collected or uncollectable accounts, commissions, cash or early payment discounts, close-out sales, distress sales, sales to employees, or any other costs. (h) "Premiums" means any products, including Licensed Articles, bearing any Licensed Indicia featured alone or in combination with the indicia of any third party, that Licensee sells or gives away for the purposes of (i) promoting, publicizing or increasing the sale of its own products or services; or (ii) promoting, publicizing or increasing the sale of the products or services of any third patty. Premiums include, without limitation, combination sales, incentives for sales force, and trade or consumer promotions such as sweepstakes. 2. GRANT OF LICENSE (a) Grant: Upon execution ofthis Agreement, and subject to its terms and conditions, the Collegiate Institutions listed in Appendix A, through CLC, grant Licensee the nonexclusive, revocable, nontransferal:ile rights to manufacture, advettise, distribute and sell the Licensed Articles listed in Appendix C, containing the Licensed Indicia shown in Appendix B, under the applicable Authorized Brands and in the Distribution Channels indicated in Appendix D, in the Territory, during the Term. Licensee shall exercise such rights in accordance with all CLC and Collegiate Institution guidelines, policies and requirements provided to Licensee, which shall be deemed pmt of 2 the Agreement. (b) Rights Reserved: Nothing in this Agreement shall be construed to prevent CLC or any Collegiate Institution from granting any other licenses or rights for use of the Licensed Indicia. The Collegiate Institutions retain all rights to use and license their respective Licensed Indicia. (c) Term: This Agreement shall begin effective as of last date of signature below and shall expire __, unless terminated sooner or renewed in the manner provided in this Agreement. (d) Renewal: Upon expiration, ifLicensee has complied with all terms and conditions of this Agreement during the preceding Term or annual contract period( s), Licensee shall be considered for renewal of this Agreement. Renewal is at the discretion of the individual Collegiate Institutions in consultation with CLC. Licensee recognizes and agrees that CLC and the Collegiate Institutions have no express or implied obligation to renew the Agreement. CLC and the Collegiate Institutions will have no liability to Licensee for any expenses incurred by Licensee in anticipation of any renewal of the Agreement. (e) Limitations on License: This license is subject to the following limitations and obligations, as well as other limitations and obligations set forth in the Agreement: (I) Licensee shall not use the Licensed Indicia for any purpose other than as authorized in this Agreement. Any proposed additions to the Licensed Articles and/or new designs shall be submitted in writing or via MyiCLC to CLC and samples shall be submitted to CLC for prior approval, as provided in Section 10. Licensee shall, upon notice by CLC, immediately recall any unauthorized products or designs from the marketplace, and destroy them or submit them to CLC, at CLC's option and at Licensee's expense. (2) Licensee shall not use any brand names other than Authorized Brands in connection with the manufacture, advertising, distribution and sale of the Licensed Articles. CLC and the Collegiate Institutions shall have the right to remove or change any ofthe Authorized Brands during the Term. (3) Licensee shall advertise, distribute and sell Licensed Articles only in the authorized Distribution Channels. CLC and the Collegiate Institutions shall have the right to determine whether a particular retail account falls within a particular Distribution Channel. Unless specified in Appendix D, Licensee shall have no right to advertise, distribute or sell Licensed Atiicles directly to consumers. (4) Licensee must receive CLC's prior written authorization to use any Distributor of any Licensed Article. A "Distributor" shall mean any party, including but not limited to another licensed manufacturer, whose business includes purchasing manufactured products from any other third patty and shipping such products to retailers without changing such products. Licensee will remain primarily obligated to CLC and the Collegiate Institutions under this Agreement notwithstanding CLC's approval of a Distributor and Licensee shall ensure that any approved Distributor complies with all applicable terms and conditions of the Agreement including, 3 without limitation, providing such Distributor with instructions relating to the distribution of the Licensed Articles and the Distribution Channels for the Licensed Articles. If an approved Distributor engages in conduct that would be a default under the Agreement ifLicensee engaged in such conduct, Licensee shall be deemed in default and shall fully cooperate with CLC to ensure that such conduct ceases promptly. (5) Licensee shall not provide any method of application of Licensed Indicia for any third patiy unless CLC authorizes Licensee to provide said application under the terms of an authorized manufacturer's or supplier's agreement. Licensee shall not distribute or sell Licensed Atiicles to any third patiy that Licensee knows or should reasonably know intends or is likely to manufacture, advertise, distribute or sell unlicensed products made with or from such Licensed Atiicles. Licensee may not engage in "contract printing," which shall be defined as the practice of embellishing product provided by Licensee's customers with the Licensed Indicia. (6) Licensee shall not contract with any domestic or foreign third party for the production of Licensed Atiicles or application of Licensed Indicia by that patiy ("Manufacturer") without CLC's prior written authorization. In the event that Licensee desires to have a Manufacturer produce one or more Licensed Article, or any component thereof, Licensee shall provide CLC with the name, address, telephone number and principal contact of the proposed Manufacturer. CLC must approve any Manufacturer, and the Manufacturer must execute an authorized manufacturer's or supplier's agreement provided by CLC prior to use of the Licensed Indicia. In addition, Licensee shall take the steps necessary to ensure the following: Manufacturer shall produce the Licensed Articles only as and when directed by Licensee, which remains fully responsible for ensuring that the Licensed Articles are manufactured in accordance with the terms herein including approval, labor code requirements and royalty payment; Manufacturer shall not advertise, distribute or sell Licensed Articles to any person or entity other than Licensee; and Manufacturer shall not delegate in any manner whatsoever its obligations with respect to the Licensed Articles. Licensee's failure to comply with this Section may result in termination of this Agreement and/or confiscation and seizure of Licensed Articles. CLC and the individual Collegiate Institutions hereby reserve the right to terminate the engagement of any Manufacturer at any time. (7) Licensee shall comply, and ensure that all Manufacturers comply, with any labor code and monitoring requirements established by the respective Collegiate Institutions, including but not limited to the requirements set forth in The Collegiate Licensing Company Special Agreement Regarding Labor Codes of Conduct, which is incorporated herein by reference. CLC shall give Licensee reasonable written notice of any changes in labor code requirements. Licensee, upon receipt of the notice, is responsible for complying with the new labor code requirements. (8) Any Licensed Atiicles manufactured at a location outside ofthe United States shall be taken into the possession of Licensee prior to being distributed or sold in the Territory. (9) Licensee shall have no right to delegate any responsibility to any Sublicensee of any Licensed A1iicle without the prior written approval of CLC. A "Sublicensee" shall mean any third party that manufactures any Licensed Article, ships such product to retailers, and invoices retailers directly. 4 (I 0) Licensee shall not use any of the Licensed Articles as Premiums unless Licensee receives prior written authorization through CLC pursuant to a separate agreement with CLC. Licensee shall not provide Licensed Articles as Premiums to any third party whom Licensee knows or should reasonably know intends to use the Licensed Articles as Premiums. (11) Licensee shall not use any of the Licensed Articles in connection with any fundraising or charitable efforts unless Licensee receives prior written authorization through CLC. Licensee shall not provide Licensed Articles to any third party whom Licensee knows or should reasonably know intends to use the Licensed Articles in connection with any fundraising or charitable efforts. (12) Licensee is not permitted, without the applicable Collegiate Institution's prior written authorization, to promote or market a Licensed Article by means of a direct mailing or any other direct solicitation to a list of alumni, students, parents, athletic contributors, faculty or staff, or other group associated with the Collegiate Institution, regardless of how Licensee acquires such list. (13) The National Collegiate Athletic Association (NCAA) rules prohibit the use of the name or likeness of any person who has current or remaining collegiate athletic eligibility on or in connection with the sale or promotion of any commercial product or service. In conducting activity under this Agreement, Licensee shall not encourage or participate in any activity that would cause an athlete or a Collegiate Institution to violate any such rule of the NCAA or other governing body of any intercollegiate athletic conference. 3. MARKETING EFFORTS I PERFORMANCE (a) Marketing Efforts: Licensee recognizes that marketing efforts for Licensed Atiicles are impmiant to the success of this program and Licensee, if requested, will assist CLC with such efforts by its participation. (b) Performance: With respect to each of the Collegiate Institutions listed in Appendix A, Licensee shall manufacture, distribute, sell and maintain inventory of sufficient quantities of Licensed Articles to meet the reasonable market demand in the Distribution Channels. 4. SELECTION OF COLLEGIATE INSTITUTIONS Prior to execution of this Agreement, Licensee requested a license for certain Collegiate Institutions. Appendix A lists those Collegiate Institutions that have approved Licensee's request for a license. Licensee may from time-to-time request the addition of Collegiate Institutions to this Agreement, as provided in Section 5(d). 5. MODIFICATION OF APPENDICES (a) The Collegiate Institutions and their royalty charges listed in Appendix A, the Licensed Indicia shown in Appendix B, the Collegiate Institution policies including those in 5 Appendix B-1, the Licensed Articles listed in Appendix C, the Authorized Brands and Distribution Channels indicated in Appendix D, and labor code requirements may be changed by CLC when and if such changes are directed by CLC and the Collegiate Institutions. (b) Through periodic advisory bulletins or notices, including, without limitation, notification through online publications (e.g., MyiCLC) or via email, CLC will give Licensee written reasonable notice of any changes to appendices or policies. CLC shall give Licensee one hundred seventy five (1 75) days written notice of any changes in Collegiate Institution royalty charges. Licensee, upon receipt of the bulletins or notices, is responsible for distributing them promptly to the appropriate party(s) and complying with the modified appendices and policies. (c) Licensee recognizes and agrees that certain changes to Appendices A, B, B-1, C, or D may affect Licensee's rights regarding certain Collegiate Institutions, Licensed Indicia, Licensed Articles, Authorized Brands or Distribution Channels. Licensee agrees that such rights shall cease on the effective date of the notice of such changes, in accordance with the terms of the notice. 1n such event, those provisions of Section 17 regarding disposal of inventory shall become effective for the affected Collegiate Institutions, Licensed Indicia, Licensed Articles, Authorized Brands or Distribution Channels unless Licensee obtains written permission from the affected Collegiate Institutions concerned to continue to use the Licensed Indicia, or to manufacture, advertise, distribute or sell the Licensed Atiicles. (d) Upon notification by CLC of the addition of a Collegiate Institution to the CLC program, or at any other time, Licensee may request in writing or through MyiCLC the addition of Collegiate Institutions to the Agreement. Any such addition will require an addendum to Appendix A. Such addendum will be fully executed only upon Licensee's completion of product and design approval requirements, as provided in Section I 0. 6. PAYMENTS (a) Rate: Licensee agrees that it shall pay to CLC the applicable royalty charges set fmih adjacent to the respective Collegiate Institutions listed in Appendix A. Unless otherwise specified, the royalties paid ("Royalty Payments") shall be based upon Net Sales, as defined in Section 1(g), of all Licensed Articles sold during the Tenn and any renewal, and during any period allowed pursuant to Section 17. (b) For purposes of determining the Royalty Payments, sales shall be deemed to have been made when Licensed Articles are billed, invoiced, shipped, or paid for, whichever occurs first. (c) Advance Payments: Upon execution of this Agreement by Licensee, and on an annual basis, including renewal, Licensee shall pay CLC, as a nonrefundable payment, the Advance Payments set forth in Appendix A. On an annual basis, including renewal, the Advance Payments will be prorated, where applicable, as per CLC's written instructions. Licensee may apply the Advance Payments as credits against Royalty Payments and Minimum Guarantee payments (if applicable) due for the specific Collegiate Institutions, specific Licensed Articles and/or specific 6 Distribution Channels, which credits shall expire no later than twenty (20) days after the expiration of the Term and any annual contract period(s), including renewal period. (d) Minimum Guarantee: Licensee shall pay CLC the Minimum Guarantee amounts (if applicable) set forth in Appendix A by no later than twenty (20) days after the end of the Term and any annual contract period, including renewal period, unless specified otherwise in Appendix A. (e) Administrative Fee: Upon execution of this Agreement by Licensee, and on an annual basis, incluaing renewal, Licensee shall pay CLC, as a non-refundable payment, the Administrative Fee as required in writing by CLC. (f) Royalty Payments shall be paid by Licensee to CLC on all Licensed Articles (including, without limitation, any seconds, irregulars, closeouts, liquidations, samples, etc. permitted pursuant to the provisions of Section I O(b) of this Agreement) distributed or sold by Licensee or any of its affiliated or subsidiary companies even if not billed or billed at less than the regular Net Sales price for such Licensed Articles. Royalty Payments on Licensed Atticle Closeouts, as defined herein, cannot comprise more than five percent (5%) ofLicensee's total units sold for a particular annual contract period during the Agreement, and shall be based upon Licensee's invoiced selling price, including the royalty amount. For purposes of this Agreement, "Licensed Atticle Closeouts" means Licensed Articles that are priced at least thirty percent (30%) lower than the regular Net Sales price for a particular Licensed Article. Licensee may request CLC to authorize specific closeouts or liquidations that will cause Licensee to exceed the five percent (5%) threshold, and CLC, on behalf of the Collegiate Institutions, shall consider such requests on a case-by-case basis. (g) Distribution: In the event Licensee distributes or sells Licensed Atiicles at a special price directly or indirectly to itself, including without limitation, any affiliate or subsidiary of Licensee, to any other person, firm or corporation related in any manner to Licensee or its officers, directors or major stockholders, or through a Distributor (such distribution arrangements being subject to prior written approval by CLC), Licensee shall pay royalties with respect to such distribution or sales based upon the regular Net Sales price for such Licensed Articles distributed or sold to the trade by Licensee or, if such regular Net Sales pricing is not available, as determined by CLC's evaluation of comparable prices charged the trade for similar products. (h) FOB Sales: If a customer of Licensee proposes to purchase Licensed Articles FOB the manufacturing source or patticipate in other arrangements which would result in such customer paying less for the Licensed Articles than Licensee's regular selling price to the trade, Licensee must receive prior written approval from CLC for such sales. (i) Multiple Royalties: CLC recognizes that Licensee may be a party to other license agreements which, together with this Agreement, would subject certain Licensed Articles to one or more additional royalty payments above and beyond the Royalty Payments. Royalty Payments required to be paid to CLC for Licensed Articles may be reduced only by mutually agreed upon 7 amounts set forth in writing. (j) Exempt Area: On or around certain Collegiate Institution campuses, certain accounts or areas may be exempt from the obligation to pay Royalty Payments for sales made and delivered by Licensee to customers located within the exempt area. If, however, Licensee charges royalties for such sales, then Royalty Payments are due and payable on such sales. Appendix B-1 lists those exemptions. CLC and the Collegiate Institutions reserve the right to add to or delete from Appendix B-1, and will notifY Licensee of these changes in writing as provided in Section 5(b). Licensee shall be responsible for obtaining and documenting confirmation from CLC or a Collegiate Institution licensing official that a particular account is exempt. 7. ROYALTY STATEMENT AND PENALTIES 1 (a) On or before the twentieth (20 h) day of each month, Licensee shall submit to CLC, in a format provided or approved by CLC, a full and complete statement, certified by an officer of the Licensee to be true and accurate, showing the quantity, description, and Net Sales (including itemization of any permitted deductions and/or exemptions) of the Licensed Articles distributed and/or sold during the preceding month, listed (i) by Collegiate Institution and CLC school code, (ii) by Licensed Article and CLC Licensed Article code, (iii) by applicable Authorized Brand, (iv) by Distribution Channel, and (v) by retailer/customer (including specific retailer/customer locations). The report shall also include any credit memoranda issued to customers for any returns actually made, and detailed information regarding any exemption issued as per Section 6(j) above. Credits must be reported and taken by Licensee within six (6) months following the date that the Licensed Articles are distributed and/or sold by Licensee to its customer. All Royalty Payments then due CLC shall be made simultaneously with the submission of the statements. If no sales or use of the Licensed Articles were made during any reporting period, Licensee shall provide CLC a written statement to that effect as part of the report. (b) Simultaneously with the submission of the royalty statement described in Section 7(a) above, Licensee shall submit to CLC, in a format provided or approved by CLC, a full and complete sales report that includes but is not limited to the quantity, description, and Net Sales of the Licensed Articles distributed and/or sold during the sales period set forth in Section 7(a) or as otherwise requested by CLC, and listed (i) by month and year (ii) by CLC retail account code and name, (iii) by Distribution Channel, (iv) by product type and CLC product code, (v) by store#, street address, city, state, and zip code, (vi) by school and CLC school code, and (vii) by units, sales, and per unit wholesale cost. Licensee shall provide historical sales data in the same format at CLC's request. (c) Licensee shall pay CLC an additional charge of one and one-half percent (1.5%) per month, compounded on a monthly basis, or the maximum rate allowed by law, if lower, on any payment due under the Agreement that remains unpaid after such payment becomes due. Additionally, such payments shall be subject to the royalty rates in effect for the Collegiate Institutions at the time that the unpaid amount is paid. (d) CLC's receipt or acceptance of any statements or Royally Payments, or the cashing of any royalty checks, shall not preclude CLC from questioning the correctness thereof at any time. 8 Upon discovery of any verifiable inconsistency or mistake in such statements or payments, Licensee shall immediately rectifY such inconsistency or mistake. (e) Licensee shall, unless otherwise directed in writing by CLC, send all payments and statements to CLC at the address set forth in the heading of this Agreement, or transmit the same via electronic format approved by CLC. 8. OWNERSHIP OF LICENSED INDICIA AND PROTECTION OF RIGHTS (a) Licensee acknowledges and agrees that the respective Collegiate Institutions own each of their respective Licensed Indicia, modifications of the Licensed Indicia, as well as any other Licensed Indicia adopted for use by the Collegiate Institutions, that each of the Licensed Indicia is valid, and that each Collegiate Institution has the exclusive right to use each of its Licensed Indicia subject to the limited permission granted to Licensee to use the Licensed Indicia pursuant to this Agreement. Licensee acknowledges the validity of the state and federal registrations each Collegiate Institution owns, obtains or acquires for its Licensed Indicia. Licensee shall not, at any time, file any trademark application with the United States Patent and Trademark Office, or with any other governmental entity for the Licensed Indicia, regardless of whether such Licensed Indicia is shown in Appendix B. Licensee shall not use any of the Licensed Indicia or any similar mark as, or as part of, a trademark, service mark, trade name, Uniform Resource Locator (URL), social media identity, fictitious name, company or corporate name anywhere in the world. Any trademark or service mark registration obtained or applied for that contains the Licensed Indicia or any similar mark shall be immediately transferred to the applicable Collegiate Institution without compensation. (b) Licensee shall not oppose or seek to cancel or challenge, in any forum, including, but not limited to, the United States Patent and Trademark Office, any application or registration of the Licensed Indicia of any Collegiate Institution. Licensee shall not object to, or file any action or lawsuit because of, any use by the Collegiate Institutions of their Licensed Indicia for any goods or services, whether such use is by the Collegiate Institutions directly or through licensees or authorized users. (c) Licensee recognizes the great value of the good will associated with the Licensed Indicia and acknowledges that such good will belongs to the Collegiate Institutions, and that such Licensed Indicia have inherent and/or acquired distinctiveness. Licensee shall not, during the term of this Agreement or thereafter, dispute or contest the property rights of the Collegiate Institutions, dispute or contest the validity of this Agreement, or use the Licensed Indicia or any similar mark in any manner other than as licensed hereunder. (d) Licensee agrees to assist CLC in the protection of the rights of the Collegiate Institutions in and to the Licensed Indicia and shall provide, at reasonable cost to be borne by CLC and/or the Collegiate Institutions, any evidence, documents, and testimony concerning the use by Licensee of the Licensed Indicia, which CLC may request for use in obtaining, defending, or enforcing rights in any Licensed Indicia or related application or registration. Licensee shall notify CLC in writing of any infringements by others of the Licensed Indicia of which it is aware. CLC 9 and the applicable Collegiate Institution shall have the right to determine whether any action shall be taken on account of any such alleged infringements. Licensee shall not institute any suit or take any action on account of any such alleged infringements without first obtaining the written authorization of CLC and the Collegiate Institutions. Licensee agrees that it is not entitled to share in any proceeds received by CLC or any Collegiate Institution (by settlement or otherwise) in connection with any formal or informal action brought by CLC, Collegiate Institutions or other entity. (e) Nothing in this Agreement gives Licensee any right, title, or interest in the Licensed Indicia except the right to use the Licensed Indicia in accordance with the terms of this Agreement. Licensee's use of the Licensed Indicia shall inure to the benefit of the respective Collegiate Institutions. (f) (I) Acknowledgment: Licensee acknowledges that any original designs, artwork or other compilations ("Works") created by it pursuant to this Agreement that contain the Licensed Indicia are "compilations" or "supplementary works" as those terms are used in Section I 01 of the Copyright Act, and that the Works will be, and will be treated as having been, specially ordered or commissioned for use as a compilation or supplementary work rendered for, at the instigation and under the overall direction of the Collegiate Institutions; and therefore that all the work on and contributions to the Works by Licensee, as well as the Works themselves, are and at all times shall be regarded as "work made for hire" by the Licensee for the Collegiate Institutions. Without limiting the foregoing acknowledgment or subsequent assignment, Licensee further acknowledges that any rights that Licensee might have under this Agreement do not in any way dilute or affect the interests of the Collegiate Institutions in the Licensed Indicia or any derivatives thereof; nor permit Licensee to copy or use the Works or the Licensed Indicia, except as expressly permitted under this Agreement; nor to affix a copyright or trademark notice to any product bearing the Works or the Licensed Indicia, except as expressly permitted under this Agreement. (2) Assignment: Without curtailing or limiting the foregoing acknowledgment, Licensee assigns, grants and delivers (and agrees further to assign, grant and deliver) exclusively to the respective Collegiate Institutions, all rights, titles and interests of every kind and nature whatsoever in and to the Works, and all copies and versions, including all copyrights and all renewals. Licensee fmiher agrees to execute and deliver to CLC and the Collegiate Institutions such other and fmiher instruments and documents as CLC or the particular Collegiate Institutions from time-to-time reasonably may request for the purpose of establishing, evidencing and enforcing or defending the complete, exclusive, perpetual and worldwide ownership by such respective Collegiate Institutions of all rights, titles and interests of every kind and nature whatsoever, including all copyrights, in and to the Works, and Licensee appoints CLC as agent and attorney-in fact, with full power of substitution, to execute and deliver such documents or instruments as Licensee may fail or refuse promptly to execute and deliver, this power and agency being coupled with an interest and being irrevocable. (g) Licensee acknowledges that its breach or threatened breach of this Agreement will result in immediate and irremediable damage to CLC and/or the Collegiate Institutions and that money damages alone would be inadequate to compensate CLC and/or the Collegiate Institutions. Therefore, in the event of a breach or threatened breach of this Agreement by Licensee, CLC and/or 10 the Collegiate Institutions may, in addition to other remedies, immediately obtain and enforce injunctive relief prohibiting the breach or threatened breach or compelling specific performance. In the event of any breach or threatened breach of this Agreement by Licensee or infringement of any rights of the Collegiate Institutions, ifCLC and/or the Collegiate Institutions employ attorneys or incur other expenses, Licensee shall reimburse CLC and/or the Collegiate Institutions for their reasonable attorney's fees and other expenses. 9. DISPLAY AND APPROVAL OF LICENSED INDICIA (a) Licensee shall use the Licensed Indicia properly on all Licensed Articles, as well as labels, containers, packages, tags and displays (collectively "Packaging"), and in all print, broadcast and online advertisements and promotional literature, including, without limitation, social media networking sites, and television and radio commercials promoting Licensed Articles (collectively "Advertising Materials"). On all visible Packaging and Advertising Materials, the Licensed Indicia shall be emphasized in relation to surrounding material by using a distinctive typeface, color, underlining, or other technique approved by CLC and the Collegiate Institutions. Any use of any Licensed Indicia shall conform to the requirements as specified in Appendix B. Wherever appropriate, the Licensed Indicia shall be used as a proper adjective, and the common noun for the product shall be used in conjunction with the Licensed Indicia. The proper symbol to identify the Licensed Indicia as a trademark (i.e., the® symbol if the Licensed Indicia is registered in the United States Patent and Trademark Office or the TM symbol if not so registered) and/or copyright legend (i.e.,© [Date][Collegiate Institution]) shall be placed adjacent to each Licensed Indicia. Except when otherwise expressly authorized in writing by CLC, Licensee shall not use on any one Licensed Article or its Packaging the Licensed Indicia of more than one Collegiate Institution. (b) CLC will provide to Licensee guidance on the proper use of the Licensed Indicia. A true representation or example of any proposed use by Licensee of any of the Licensed Indicia listed, in any visible or audible medium, and all proposed Licensed Articles, Packaging and Advertising Materials containing or referring to any Licensed Indicia, shall be submitted at Licensee's expense to CLC for written approval prior to such use, as provided in Section 10. Licensee shall not use any Licensed Indicia in any form or in any material disapproved or not approved by CLC. (c) Licensee shall display on each Licensed Article or its Packaging and Advertising Materials the trademark and license notices required by CLC's written instructions in effect as ofthe date of manufacture. 10. PROCEDURE FOR APPROVAL (a) Licensee understands and agrees that it is an essential condition of this Agreement to protect the standards and good reputations of the Collegiate Institutions, and agrees that the Licensed Articles, Packaging, Advertising Materials and/or designs containing the Licensed Indicia shall be of high and consistent quality, subject to the prior written approval and continuing supervision and control of CLC and the Collegiate Institutions. Licensee shall submit all Licensed Articles, II Packaging, Advetiising Materials and/or designs containing the Licensed Indicia to CLC in a timely fashion to ensure that CLC and the Collegiate Institutions have adequate time to review such materials prior to the date of their proposed use by Licensee, and Licensee must receive prior written quality control approval by CLC as provided herein. (b) Prior to the manufacture, use, distribution or sale of any Licensed Article, Packaging, Advetiising Materials and/or designs containing the Licensed Indicia, Licensee shall submit to CLC for approval, at Licensee's expense and in the format required by CLC, at least one sample of each proposed Licensed Atiicle, Packaging, Advertising Materials and/or design for each Collegiate Institution and one sample for CLC as the same would be manufactured, used, distributed or sold. If CLC approves in writing or via MyiCLC the proposed Licensed Article, Packaging, Advertising Materials and/or design, the same shall be accepted to serve as an example of quality for that Licensed Atiicle, Packaging, Advertising Materials and/or design, and production quantities may be manufactured by Licensee. in strict conformity with the approved sample. All approvals provided herein are effective only for the Term or renewal period in which Licensee has submitted and CLC has approved the Licensed Articles, Packaging, Advetiising Materials and/or designs, unless Licensee is otherwise notified in writing by CLC. Licensee shall not depmi from the approved quality standards in any material respect without the prior written approval of CLC. Licensed Articles, Packaging, Advetiising Materials and/or designs not meeting those standards, including seconds, irregulars, closeouts, liquidations, samples, etc., shall not be distributed or sold under any circumstances without CLC's prior written authorization. (c) Licensee may only use the Licensed Indicia as shown in Appendix Band approved in the manner set forth herein. Licensee may not modify the Licensed Indicia without the prior written approval ofCLC as provided in Section I O(b) above. The use ofthe Licensed Indicia in conjunction with original artwork supplied by the Licensee requires the express approval of CLC as provided in Section I O(b) above. Licensee may submit sketches of proposed artwork for preliminary approval before submitting finished samples. (d) The descriptions ofthe Licensed Articles are set out in Appendix C. Licensee agrees to adhere strictly to the description of each Licensed Article. (e) At time of renewal, or upon request by CLC at any other time, in addition to any other requirement, Licensee shall submit to CLC such number of each Licensed Article, Packaging, Advetiising Materials and/or design manufactured, used, distributed or sold under the Licensed Indicia as may be necessary for CLC to examine and test to assure compliance with the quality and standards for Licensed Articles, Packaging, Advertising Materials and/or designs approved herein. Each item shall be shipped in its usual container or wrapper, together with all labels, tags, and other materials usually accompanying the item. Licensee shall bear the expense of manufacturing and shipping the required number of Licensed Articles, Packaging, Advertising Materials and/or designs to the destination(s) designated by CLC. (f) If CLC notifies Licensee of any defect in any Licensed Article, Packaging, Advertising Materials and/or designs or of any deviation from the approved use of any of the 12 Licensed Indicia, Licensee shall have fifteen (1 5) days from the date of notification from CLC to correct every noted defect or deviation. Defective Licensed Articles, Packaging, Advetiising Materials and/or designs in Licensee's inventory shall not be used, distributed or sold and shall, upon request by CLC, be immediately recalled from the marketplace and destroyed or submitted to CLC, at CLC's option and at Licensee's expense. However, if it is possible to correct all defects in the Licensed Atiicles, Packaging, Advertising Materials and/or designs in Licensee's inventory, said items may be distributed or sold after all defects are corrected to the satisfaction ofCLC, which shall be indicated in writing. CLC and/or its authorized representatives shall have the right at reasonable times without notice to inspect Licensee's plants, warehouses, storage facilities and operations related to the production of Licensed Articles. (g) Licensee shall comply with all applicable laws, regulations, standards and procedures relating or petiaining to the manufacture, use, advertising, distribution or sale of the Licensed Articles. Licensee shall comply with the requirements, including but not limited to reporting, product testing and labeling requirements, of any regulatory agencies (including, without limitation, the United States Consumer Product Safety Commission, Federal Trade Commission, or Food and Drug Administration) which shall have jurisdiction over the Licensed Articles. Both before and after Licensed Articles are put on the market, Licensee shall follow reasonable and proper procedures for testing Licensed Atiicles for compliance with laws, regulations, standards and procedures, and shall permit CLC and/or its authorized representatives, upon reasonable notice, to inspect its and its Manufacturer's testing, manufacturing and quality control records, procedures and facilities and to test or sample Licensed Articles for compliance with this Section. Licensed Atiicles found by CLC or any applicable regulatory agency at any time not to comply with applicable laws, regulations, standards and procedures shall be deemed disapproved, even if previously approved by CLC, and shall not be shipped and/or shall be subject to recall unless and until Licensee can demonstrate to CLC's satisfaction that such Licensed Articles have been brought into full compliance. (h) Licensee shall inform CLC in writing of any complaint regarding the Licensed Articles promptly upon Licensee's receipt of such complaint. (i) Any unauthorized or unapproved use by Licensee of any Licensed Indicia of any Collegiate Institution shall constitute grounds for immediate termination ofthis Agreement and also may result in action against Licensee for trademark infringement and/or unfair competition, other applicable claims, and collection of monetary damages. U) In the event Licensee is approved to use Licensed Indicia in a URL, social media user name, etc., in connection with websites or other internet applications, Licensee shall ensure that such websites or internet applications do not tarnish, disparage, embarrass, or otherwise reflect unfavorably upon or detract from the goodwill of the Collegiate Institutions. Licensee further agrees that it is solely responsible for, and will defend, indemnify and hold harmless CLC, the Collegiate Institutions, and the other Indemnified Parties set forth in Section I 4(a) from any claims, demands, causes of action or damages, including reasonable attorney's fees, arising out of registration of the URLs, user names, etc. This provision is in addition to and in no way limits Section 14. In the event that Licensee's rights to manufacture and distribute Licensed Articles bearing the Licensed Indicia of 13 a Collegiate Institution expire or terminate, Licensee agrees to immediately cease use of the URL and/or user name (consistent with the terms of Section 17) and transfer to such Collegiate Institution, or relinquish the registration for, the relevant URL and/or user name. II. DISPLAY OF OFFICIAL LABEL (a) Licensee shall, prior to advertising, distribution or sale of any Licensed Article, affix to each Licensed Article, its Packaging and Advertising Materials an "Officially Licensed Collegiate Products" tag or label in the form prescribed by CLC ("Official Label"). In addition, Licensee shall affix Licensee's Authorized Brand(s) to each Licensed Article, its Packaging and Advertising Materials. It is acceptable for Licensee's Authorized Brand(s) to appear on the Official Label subject to prior written approval by CLC. Licensee shall obtain Official Labels from the supplier(s) authorized by CLC to provide those labels. (b) Licensee and/or its authorized Manufacturers are responsible for affixing the Official Label to each Licensed A1iicle, its Packaging and Advertising Materials. With the exception of Authorized Manufacturers, Licensee shall not provide Official Labels to any third parties, including but not limited to Distributors and retailers, for any purpose whatsoever, without prior written approval by CLC. (c) Licensee agrees to defend, indemnify and hold harmless CLC, the Collegiate Institutions, and the other Indemnified Parties set forth in Section 14(a) from all liability claims, costs or damages, including but not limited to any liability for the conversion or seizure of any of the Licensed A1iicles not containing the Official Label and/or Licensee's Authorized Brand(s) as required by this Section. This provision is in addition to and in no way limits Section 14. (d) Licensee's purchase and use of the Official Label is contingent upon the Licensee maintaining its rights under this Agreement. Upon termination or expiration of this Agreement, subject to those provisions of Section 17 regarding disposal of inventory, Licensee must return all Official Labels to CLC for destruction. Licensee agrees that there will be no financial reimbursement to the Licensee by CLC, its agents, employees, or business partners for any unused Official Labels. 12. NO JOINT VENTURE OR ENDORSEMENT OF LICENSEE Nothing in this Agreement shall be construed to place the parties in the relationship of partners, joint venturers or agents, and Licensee shall have no power to obligate or bind CLC or any Collegiate Institution in any manner whatsoever. Neither CLC nor any Collegiate Institution is in any way a guarantor ofthe quality of any product produced by Licensee. Licensee shall neither state nor imply, directly or indirectly, that the Licensee or its activities, other than under this license, are supported, endorsed or sponsored by CLC or by any Collegiate Institution and, upon the direction of CLC, shall issue express disclaimers to that effect. 13. REPRESENTATIONS Licensee represents, warrants and agrees that the Licensed Articles, Packaging, Advertising 14 Materials and/or designs shall (i) be of good quality in design, material and workmanship and suitable for their intended purpose, (ii) not cause harm when used with ordinary care, and (iii) not infringe or violate the rights of any third party. Licensee further represents, warrants and agrees that all work on and contribution to the Works shall be by bona fide "employees" of Licensee working "within the scope of employment" as those terms are used in 17 U.S.C. §I 01, et. seq. Each party represents and warrants that it has the right and authority to enter into and perform under this Agreement. 14. INDEMNIFICATION AND INSURANCE (a) Licensee is solely responsible for, and will defend, indemnify and hold harmless CLC, the Collegiate Institutions, and their respective officers, agents, and employees (collectively "Indemnified Parties") from any claims, demands, causes of action or damages, including reasonable attorney's fees, arising out of (i) any unauthorized use of or infringement of any patent, copyright, trademark or other proprietary right of a third party by Licensee in connection with the Licensed Articles, Packaging, Advertising Materials and/or designs covered by this Agreement, (ii) defects or alleged defects or deficiencies in said Licensed Articles, Packaging, Advertising Materials and/or designs or the use thereof, (iii) false advertising, fraud, misrepresentation or other claims related to the Licensed Articles, Packaging, Advertising Materials and/or designs not involving a claim of right to the Licensed Indicia, (iv) the unauthorized use of the Licensed Indicia or any breach or alleged breach by Licensee of any of its representations, warranties, covenants or obligations contained in this Agreement, (v) libel or slander against, or invasion of the right of privacy, publicity. or property of, or violation or misappropriation of any other right of any third party, and/or (vi) agreements or alleged agreements made or entered into by Licensee to effectuate the terms of this Agreement. The indemnifications hereunder shall survive the expiration or termination of this Agreement. (b) Prior to the first sale or distribution of any Licensed Article, or use of the Licensed Indicia, Licensee shall obtain from an insurance carrier having a rating of at least A-7 by the A.M. Best & Co. or other rating satisfactory to CLC, and thereafter maintain, Commercial General Liability insurance, including product, advertising and contractual liability insurance. Licensee's insurance coverage shall provide adequate protection for the Indemnified Parties as additional insured parties on Licensee's policy against any claims, demands, or causes of action and damages, including reasonable attorney's fees, arising out of any of the circumstances described in Section 14(a) above. All insurance shall be primary and not contributory with respect to any other insurance available to the Indemnified Parties. Such insurance policy shall not be canceled or materially changed in form without at least thirty (30) days written notice to CLC. Prior to the first sale or distribution of any Licensed Article, or use of the Licensed Indicia, Licensee shall furnish CLC a certificate of such insurance and endorsements in the form prescribed by CLC. Licensee agrees that such insurance policy or policies shall provide coverage of one million dollars ($1 ,000,000) for personal and advertising injmy, bodily injury and property damage arising out of each occurrence, or Licensee's standard insurance policy limits, whichever is greater. However, recognizing that the aforesaid amounts may be inappropriate with regard to specific classes of goods, it is contemplated that CLC may require reasonable adjustment to the foregoing amounts. Any adjustment must be confirmed in writing by CLC. 15 15. RECORDS AND RlGHTTO AUDIT (a) Licensee shall keep, maintain and preserve at its principal place of business during the Term, any renewal periods and at least three (3) years following termination or expiration, complete and accurate books, accounts, records and other materials covering all transactions related to this Agreement in a manner such that the information contained in the statements referred to in Section 7 can be readily determined including, without limitation, customer records, invoices, correspondence and banking, financial and other records in Licensee's possession or under its control. CLC and/or its authorized representatives shall have the right to inspect and audit all materials related to this Agreement regarding any Collegiate Institution represented by CLC, which right to inspect and audit shall include the conduct of normal audit tests of additional Licensee records including those covering "non-licensed" sales to verify that they are not sales covered by this Agreement. In addition to the materials required by normal accounting practices, Licensee must retain detail of Licensed Atiicle sales to the invoice number level for audit purposes, and invoices must indicate the Collegiate Institution name beside each Licensed Atiicle. Licensee will provide CLC and/or its authorized representatives the above-referenced invoice detail information in an Excel CD-ROM or disk format. (b) Such materials shall be available for inspection and audit (including photocopying) at any time during the Term, any renewal periods and at least three (3) years following termination or expiration during reasonable business hours and upon at least five (5) days notice by CLC and/or its representatives. Licensee will cooperate and will not cause or permit any interference with CLC and/or its representatives in the performance of their duties of inspection and audit. CLC and/or its representatives shall have free and full access to said materials for inspection and audit purposes. Licensee shall pay CLC the costs of the audit incurred by CLC (i) due to a change in a scheduled audit date, which change is made at Licensee's request and approved by CLC, or (ii) ifLicensee's books and records are not organized and/or available for audit. (c) Following the conduct of the audit, Licensee shall take immediate steps to timely resolve all issues raised therein, including payment of any monies owing and due. Should an audit indicate either (i) an underpayment of five percent (5%) or more, or (ii) an underpayment of$5,000 or more, of the monies due CLC, the cost of the audit shall be paid by Licensee. Payment ofany audit costs is in addition to the full amount of any underpayment including late payment charges as provided in Section 7(b ). Without prejudice to the rights set forth in Section 16 below, Licensee must cure any contract breaches discovered during the audit, provide amended repotis if required, and submit the amount of any underpayment including late payment charges and, if applicable, the cost of the audit and/or cancellation fees within fifteen (1 5) days from the date Licensee is notified of the audit result. 16. DEFAULT; CORRECTIVE ACTIONS; TERMINATION (a) Licensee's failure to fully comply with each provision of the Agreement, including but not limited to Licensee's failure to perform as required or breach of any provision, shall be deemed a default under the Agreement. Upon default, CLC and the individual Collegiate 16 Institutions may require the Licensee to take action to correct such default for such Collegiate Institutions. In the event that Licensee is required to take corrective action, CLC and the Collegiate Institutions shall determine the corrective action that Licensee will be required to take for such failure to perform or breach commensurate with the scope and history of Licensee's past pe1formance. Such action may include, without limitation, requiring Licensee to adopt remedial accounting and rep01iing measures; requiring Licensee to conduct an internal audit; requiring Licensee to train its personnel or permitting CLC to assist therein at Licensee's expense; and requiring Licensee to discontinue the manufacture, advertising, distribution and sale of certain products bearing the Licensed Indicia. Additionally, in the event any default by Licensee results in damages to CLC or the Collegiate Institutions in an amount that would be difficult or impossible to ascertain (including, without limitation, sales of products bearing the Licensed Indicia that have not been approved pursuant to Section I 0, sales of Licensed Articles without labeling as required in Section II, etc.), then CLC and the Collegiate Institutions shall be entitled to receive compensation for damages in an amount to be determined by CLC in consultation with the Collegiate Institutions. The amount of such compensation payable pursuant to this provision shall not be less than an amount equivalent to the greater of the Advance Payment or $100, per occurrence, for each affected Collegiate Institution; provided, however, that nothing contained herein shall limit CLC's or the Collegiate Institutions' rights under this Agreement, in law, in equity or otherwise, including, without limitation, the amount of damages CLC or the Collegiate Institutions may be entitled to. If damages are assessed against the Licensee pursuant to this provision, then Licensee's ability to continue to operate under this Agreement shall be contingent upon payment of such damages in the time allowed by CLC and the Collegiate Institutions. (b) In addition to the right to require corrective action for default as set f01ih in Section 16(a), CLC and the individual Collegiate Institutions shall have the right to terminate this Agreement without prejudice to any other rights under this Agreement, in law, in equity or otherwise, upon written notice to Licensee at any time should any of the following occur, which shall also be deemed defaults under the Agreement: (1) Licensee has not begun the bona fide manufacture, distribution, and sale of Licensed Articles within one (1) month of the date of approval of the samples ofLicensed Articles. (2) Licensee fails to continue the bona fide manufacture, distribution, and sale of Licensed Articles during the Term. If, during any calendar quarter of the Term, Licensee fails to sell any of the Licensed Articles or fails to sell any Licensed Articles for a particular Collegiate Institution, CLC may terminate this Agreement with respect to said Licensed Article or Collegiate Institution. (3) Licensee fails to make any payment due or fails to deliver any required statement. ( 4) The amounts stated in the periodic statements furnished pursuant to Section 7 are significantly or consistently understated. 17 ,------ (5) Licensee fails to generate royalties during the Term or any annual contract period(s), including renewal period(s), that meet or exceed the amount of the Advance Payments and Minimum Guarantee amounts as provided in Section 6 and Appendix A. (6) Licensee fails to make available its premises, records or other business information for any audit or to resolve any issue raised in connection with any audit, as required in Section 15. (7) Licensee fails to pay its liabilities when due, or makes any assignment for the benefit of creditors, or files any petition under any federal or state bankruptcy statute, or is adjudicated bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws of the United States government or the several states. (8) Licensee attempts to grant or grants a sublicense or attempts to assign or assigns any right or duty under this Agreement to any person or entity without the prior w1itten authorization of CLC. (9) Licensee distributes or sells any Licensed Articles outside the authorized Distribution Channels for such Licensed Articles, or distributes or sells any Licensed Articles to any third party that Licensee knows or should reasonably know intends to distribute or sell such Licensed Articles outside the authorized Distribution Channels for such Licensed Articles. (I 0) Licensee distributes or sells any Licensed Articles outside the Territory or distributes or sells any Licensed Articles to a third party that Licensee knows or should reasonably know intends to distribute or sell such Licensed A1ticles outside the Territory. (11) If an entity acquires in a single transaction or through a series of transactions more than fifty percent (50%) ownership or controlling interest in Licensee. (12) Licensee or any related entity manufactures, distributes or sells any product infringing or diluting the trademark, property or any other right of any Collegiate Institution or any other party. (13) Licensee fails to deliver to CLC and maintain in fu 11 force and effect the insurance referred to in Section 14(b ). (14) CLC, a Collegiate Institution, or any governmental agency or court of competent jurisdiction finds that the Licensed Articles are defective in any way, manner or form. (15) Licensee violates any labor code or monitoring requirements established by the respective Collegiate Institutions, and Licensee fails to effectively remediate said violation for said Collegiate Institution(s) within a time period that is reasonable with respect to the nature and extent of the violation. 18 (16) Licensee commits any act or omission that damages or reflects unfavorably, embarrasses or otherwise detracts from the good reputation of any Collegiate Institution. (17) Licensee manufactures, distributes or sells Licensed Articles of quality lower than the samples approved, or manufactures, distributes, sells or uses Licensed Articles or Licensed Indicia in a manner not approved or disapproved by CLC. (18) Licensee fails to affix to each Licensed Article, its Packaging and Advertising Materials an Official Label and Authorized Brand in the manner provided in Section II. (19) Licensee commits a default under any other provision of this Agreement, and fails to cure such default within fifteen (15) days of written notice from CLC. (c) CLC shall have the right to terminate this Agreement upon written notice to Licensee without cause with respect to a particular Collegiate Institution in the event that said Collegiate Institution directs CLC to terminate this Agreement on an annual basis or otherwise. This termination shall be without prejudice to any other rights CLC may have, whether under the provisions of this Agreement, in law, in equity or otherwise. (d) The entire unpaid balance of all Royalty Payments and other amounts owing and due under this Agreement shall immediately become due and payable upon termination. 17. EFFECT OF EXPIRATION OR TERMINATION; DISPOSAL OF INVENTORY (a) Effect of Expiration or Termination: After expiration or termination of this Agreement for any reason, Licensee shall immediately discontinue the manufacture, advertising, use, distribution and sale of all Licensed Atticles, Packaging and Advertising Materials, the use of all Licensed Indicia, and all similar marks, except as provided in Section 17(b ), or unless expressly authorized in writing by CLC or the applicable Collegiate Institution. Until payment to CLC of any monies due it, CLC shall have a lien on any units of Licensed Articles not then disposed of by Licensee and on any monies due Licensee from any jobber, wholesaler, distributor, or other third parties with respect to sales of Licensed Articles. (b) Disposal of Inventory: After expiration or termination of this Agreement for any reason, Licensee shall have no fmther right to manufacture, advertise, use, distribute or sell Licensed Articles, Packaging or Advertising Materials utilizing the Licensed Indicia, but may continue to distribute, in the normal course of business, its remaining inventory ofLicensed Articles in existence at the time of expiration or termination for a period of sixty (60) days; provided, however, that Licensee has delivered all statements (including Final Statement) and payments then due, that during the disposal period Licensee shall deliver all statements and payments due in accordance with Section 7, that Licensed Articles are sold at Licensee's regular Net Sales price and within the Distribution Channels, and that Licensee shall comply with all other terms and conditions of this Agreement. Notwithstanding the foregoing, Licensee shall not manufacture, advertise, use, distribute or sell any Licensed Atticles, Packaging or Advertising Materials after the expiration or termination of this Agreement because of: (i) departure of Licensee from the quality and style 19 approved by CLC under this Agreement, (ii) failure of Licensee to obtain product or design approval, or (iii) a default under Section 16. 18. FINAL STATEMENT Upon expiration or termination of this Agreement for any reason, or at any other time upon request by CLC or the Collegiate Institutions, Licensee shall furnish to CLC a statement showing the number and description of Licensed Articles on hand or in process. Following such expiration or termination, including inventory disposal period, if allowed, CLC may request Licensee to either (i) surrender unsold Licensed Articles, Packaging and Advertising Materials, as well as dies, molds and screens used to manufacture such Licensed Articles and Packaging, or (ii) destroy all such remaining unsold materials, certifying their destruction to CLC and specifying the number of each destroyed. CLC and/or its authorized representatives reserve the right to conduct physical inventories to ascertain or verify Licensee's compliance with the foregoing. 19. SURVIVAL OF RIGHTS The terms and conditions of this Agreement necessary to protect the rights and interests of CLC and the Collegiate Institutions, including, without limitation, Licensee's obligations under Sections 8, 1OQ), 13, 14 and I 5, shall survive the termination or expiration of this Agreement. The terms and conditions of this Agreement providing for any other activity following the effective date of termination or expiration of this Agreement shall survive until such time as those terms and conditions have been fulfilled or satisfied. 20. NOTICES All notices and statements to be given and all payments to be made, shall be given or made to the parties at their respective addresses set forth herein, unless notification of a change of address is given in writing. Unless otherwise provided in the Agreement, all notices shall be sent by certified mail, return receipt requested; facsimile, the receipt of which is confirmed by confirmation document; email, confirmed by email receipt confirmation notice; or nationally recognized overnight delivery service that provides evidence of delivery, and shall be deemed to have been given at the time they are sent. 21. CONFORMITY TO LAW AND POLICY (a) Licensee shall comply with such guidelines, policies, and requirements as CLC may give written notice from time-to-time including, without limitation, guidelines, policies and/or requirements contained in periodic CLC bulletins or notices. (b) Licensee undertakes and agrees to obtain and maintain all applicable permits and licenses at Licensee's expense. 20 • (c) Licensee shall pay all federal, state and 'local taxes due on or by reason of the manufacture, distribution or sale of the Licensed Articles. 22. SEVERABILITY The determination that any provision of this Agreement is invalid or unenforceable shall not invalidate this Agreement, and the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 23. NON-ASSIGNABILITY This Agreement is personal to Licensee. Neither this Agreement nor any ofLicensee's rights shall be sold, transferred or assigned by Licensee without CLC's prior written approval, and no rights shall devolve by operation of law or otherwise upon any assignee, receiver, liquidator, trustee or other party. Subject to the foregoing, this Agreement shall be binding upon any approved assignee or successor of Licensee and shall inure to the benefit of CLC, its successors and assigns. In the event that CLC permits any assignment or transfer of the Licensee's rights, CLC may charge the assignee or transferee a transfer fee in connection with such permitted assignment or transfer. The amount of the transfer fee is based on the circumstances of the particular assignment or transfer, taking into account factors including but not limited to: the estimated value of the license being assigned or involved in the transfer; the risk of business interruption; the risk of loss of quality, production or control; the identity, reputation, creditworthiness, financial condition and business capabilities of the proposed assignee or entity involved in the transfer; and CLC' s internal costs related to the assignment or transfer. 24. ENTIRE AGREEMENT I NO WAIVER Unless othetwise specified herein, this Agreement or any renewal, including appendices, constitutes the entire agreement and understanding between the parties and cancels, terminates, and supersedes any prior agreement or understanding, written or oral, relating to the subject matter hereof between Licensee, CLC and the Collegiate Institutions. There are no representations, promises, agreements, warranties, covenants or understandings other than those contained herein. None of the provisions ofthis Agreement may be waived or modified, except expressly in writing signed by both patties. However, failure of either party to require the performance of any term in this Agreement or the waiver by either party of any breach shall not prevent subsequent enforcement of such term nor be deemed a waiver of any subsequent breach. 25. COLLEGIATE INSTITUTION RIGHT TO ENFORCE Each Collegiate Institution is entitled to enforce its rights in the Licensed Indicia and the terms of this Agreement directly against the Licensee; and each Collegiate Institution is entitled to all the rights and remedies available under this Agreement. 26. MISCELLANEOUS 21 • When necessary for appropriate meaning, a plural shall he deemed to be the singular and singular shall be deemed to be the plural. The attached appendices are an integral part of this Agreement. Section headings are for convenience only and shall not add to or detract from any of the terms or provisions of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of Georgia, which shall be the sole jurisdiction for any disputes. This Agreement shall not be binding on CLC until signed by CLC as agent on behalf of the Collegiate Institutions. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective as of the last date of signature below. LICENSEE: ~: ~~ (Signature of officer, partner, or person duly authorized to sign) Title: Date: THE COLLEGIATE LICENSING COMPANY, as agent on behalf of the Collegiate Institutions By: (Signature of person duly authorized to sign) Title: Date: 22 ------ The Collegiate Licensing Company Negotiation Round May 21,2012 Please provide answers to the following questions by 5:00 pm, on or before Wednesday, May 23, 2012. The responses can be emailed to me at kdulane{a)vt.edu. 1. Virginia Tech has considered the counter proposal offered by CLC on May 11,2012. Will CLC reconsider and accept a three year term as follows: • 90% ofthe first $2,500,000 in annual gross royalties • 80% from $2,500,001 to $4,500,000 in annual gross royalties • 85% above $4,500,001 in annual gross royalties Additional resources outlined in counter offer dated May II, 2012 include; • In year one, a multimedia rights package valued at $50,000 with IMG Sp01is Marketing at no cost to the Licensing Department. • In each of the subsequent two years of the agreement, a multimedia rights package valued at $40,000 with IMG Sports Marketing at no cost to the Licensing Department. • Licensing Depatiment may purchase additional multimedia rights inventory at 50% rate card above and beyond the $40,000 fully covered by CLC and 1MG Sp01is Marketing for the term of the contract. • CLC will provide up to $15,000 over the course of the agreement in creative services for the promotion of additional licensing initiatives beyond what is provided in the multimedia rights package for the term of the contract. 2. Please clarify Virginia Tech's approval role for licensee's and explain how that process works. Negotiation_Questions.doc 0712712011 Dulaney, Kim From: Greeley, John [email protected]] Sent: Wednesday, May 23, 2012 10:37 AM To: Dulaney, Kim Subject: Re: Clarification round 3 Dear Kim, After thoughtful deliberation, CLC chooses to accept Virginia Tech's preferred financial terms proposed in it's most recent counter proposal. As such, we withdraw the counter offer we submitted on Monday of this week. Please let me know if you have any questions whatsoever. Thanks, John Greeley John M. Greeley From: Dulaney, Kim [mailto:[email protected]] Sent: Tuesday, May 22, 2012 12:49 PM To: Greeley, John Subject: RE: Clarification round 3 John, Do you have an agenda for the meeting you are hosting this week? Thanks Kim -----···----·------~ From: Greeley, John [mailto:[email protected] Sent: Tuesday, May 22, 2012 8:14AM To: Dulaney, Kim Subject: RE: Clarification round 3 Kim: Please see the attached and let me know if you have any questions. We look forward to the opportunity to work with you in the future. John Greeley I Senior Vice President- Partner Services The Collegiate Licensing Company- an IMG Company 290 Interstate North Circle I Suite 200 I Atlanta, GA 30339 Direct: 770-799-3258 I Main: 770-956-0520 I Fax: 770-955-4491 [email protected] I www.clc.com From: Dulaney, Kim [mailto:[email protected] Sent: Monday, May 21, 2012 9:29AM 1 ------~ To: Greeley, John Subject: Clarification round 3 John, Please see the attached for some clarification needed. Thanks l Kimberly Dulaney Assistant Director & Contracts Manager Purchasing Department Virginia Tech 270 Southgate Center Blacksburg, VA 24061 Phone:540/231-8543 Fax: 540/231-9628 The preceding e-mail message (including any attachments) contains information that may be confidential, may be protected by the attorney-client or other applicable privileges, or may constitute non-public information. It is intended to be conveyed only to the designated recipient{s) named above. If you are not an intended recipient of this message, please notify the sender by replying to this message and then delete all copies of it from your computer system. Any use, dissemination, distribution, or reproduction of this message by unintended recipients is not authorized and may be unlawful. The preceding e-mail message (including any attachments) contains information that may be confidential, may be protected by the attorney-client or other applicable privileges, or may constitute non-public information. 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