Arizona-State-Nike-Sponsorship.Pdf

SPONSORSHIP AGREEMENT

This Agreement is made and entered into by and between NIKE, USA Inc., an Oregon corporation ("NIKE"), and the ARIZONA BOARD OF REGENTS contracting solely for and on behalf of ARIZONA STATE UNIVERSITY ("UNIVERSITY") effective as of the 1st day of July, 2008. WHEREAS, NIKE desires to provide UNIVERSITY with certain athletic product and equipment for use by certain of its Intercollegiate Athletic Programs; and WHEREAS, NIKE and the UNIVERSITY desire to formalize, amend or otherwise render consistent the basis upon which such products are to be provided to UNIVERSITY and the conditions to which use of such products shall be subject; The parties agree to the following terms and conditions: 1. PURPOSE. The purpose of this Agreement is to provide for the supply of certain apparel and accessories (or footwear only, as appropriate per sport), defined as "Products" in the current Trademark License Agreement between the parties hereto (the `Trademark License"), on an annual basis from NIKE to the UNIVERSITY for use of the Products by Arizona State University, in accordance with this Agreement, and thereby further UNIVERSITY's educational mission by improving opportunities for student-athletes by freeing resources which might otherwise be used for purchase of apparel, footwear and other accessories. 2. TERM. This Agreement shall remain in full force and effect for a period of six (6) "Contract Years", from July 1, 2008 through June 30, 2014 (the "Initial Term"), unless extended by NIKE in accordance with Paragraph 9(a) below or sooner terminated in accordance with the terms and conditions hereof (collectively, the "Term"). For purposes of this Agreement, "Contract Year" shall mean each consecutive twelve (12) month period from July 1 through June 30 during the Term. This Agreement shall be interpreted as a series of one-year agreements, automatically renewed for the duration of the "Term" unless terminated pursuant to the terms hereof. 3. SPONSOR'S SUPPLY OF PRODUCTS, PRE-EXISTING AGREEMENTS.

(a) Each Contract Year, unless otherwise specified, in consideration of the rights granted by UNIVERSITY to NIKE under this Agreement, NIKE shall supply to UNIVERSITY, free of charge, a mutually determined NIKE Products supply package (which, at NIKE's discretion, may be "NTS" or in-line product and may or may not bear any NIKE Marks) for use by (or in connection with) "Intercollegiate Athletic Programs" (as defined in the Trademark License Agreement), and by (or in connection with) UNIVERSITY and/or Coach associated camps (e.g., camp T-shirts) and clinics, and allocable on a per program basis in the Athletic Department's discretion. The aggregate retail value of supplied product for each Contract Year shall be as set forth in the table below: In addition to the foregoing, for each season in which the football team participates in a post-season bowl game, NIKE shall supply to UNIVERSITY, at no charge, one hundred (100) pairs of football shoes for such game. 2

1 st Contract Year (2008-09) $1,350,000 2nd Contract Year (2009-10) $1,375,000 3rd Contract Year (2010-11) $1,400,000 4th Contract Year (2011-12) $1,425,000 5th Contract Year (2012-13) $1,450,000 6th Contract Year (2013-14) $1,475,000 7th Contract Year (option Year, 2014-15) $1,600,000 Such Product will be consistent with the quality of Product NIKE currently supplies to other Arizona public universities and that NIKE supplies to other premier university athletic programs . The exact styles , sizes, delivery dates, and quantities of such NIKE Products shall be mutually determined by NIKE and UNIVERSITY (and subject to subparagraph (2) below) for each Contract Year. UNIVERSITY may, at its sole discretion, order and purchase from NIKE (at NIKE's published wholesale price, or as otherwise provided below with respect to the purchase of football shoes and football gloves, and subject to NIKE 's standard sales terms and conditions) additional quantities of the foregoing merchandise NIKE Products or components thereof subject to UNIVERSITY procurement policies, if applicable. All Products to be supplied by NIKE hereunder shall be delivered F.O.B. to UNIVERSITY. Only properly submitted orders from UNIVERSITY's Athletic Director or any authorized representative of UNIVERSITY's Athletic Director shall be filled by NIKE. No carry-over of unordered annual allotments of merchandise from one Contract Year to another shall be allowed . If an order (or orders) for any entire annual allotment of merchandise for any designated Intercollegiate Athletic Program is (or are) not received by NIKE prior to the conclusion of any Contract Year, then such program shall be deemed to have waived any right to the unordered portion thereof. (1) With regard to the purchase of football shoes and football gloves, NIKE agrees that: (i) Each Contract Year and provided UNIVERSITY has then ordered at least 350 pairs of football shoes for such year , UNIVERSITY shall be entitled to order direct from NIKE, on a "2 for 1 " basis, additional football shoes for use by the Team, at the same time UNIVERSITY submits their annual order for the Products . For purposes of this subsection , "2 for 1" shall mean that for every two (2) pairs of football shoes purchased from NIKE, UNIVERSITY shall receive from NIKE , free of charge, one (1) pair of football shoes. (ii) Each Contract Year and provided UNIVERSITY has then ordered at least 500 pairs of football gloves for such year, UNIVERSITY shall be entitled to order direct from NIKE, on a "1 for 1 " basis, additional football gloves for use by the Team, at the same time UNIVERSITY submits their annual order for the Products. For purposes of this paragraph , "1 for 1" shall mean that for every pair of football gloves , purchased from NIKE, UNIVERSITY shall receive from NIKE, free of charge, one (1) pair of football gloves.

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(2) UNIVERSITY acknowledges that: (i) Annual product allotments shall be delivered to UNIVERSITY generally at least one (1) month prior to the start of the regular season for each Intercollegiate Athletic Program and that annual allotments must typically be ordered 12-18 months in advance of each season to ensure timely delivery. (ii) From time-to-time, NIKE may elect to obtain certain apparel or accessory Products to be supplied hereunder (such as football game jerseys and pants) from third parties. Such Products shall, at NIKE's election and at NIKE's expense (x) bear the NIKE Swoosh Design and/or other NIKE Marks (as designated by NIKE), consistent with NCAA rules and regulations, or (y) not bear any NIKE Marks. To facilitate product servicing under this Agreement , NIKE shall designate appropriate field representatives , as well as an internal account manager, whose responsibilities will include dedicated product servicing support for the UNIVERSITY. (b) Each Contract Year, representatives of the Athletic Department (to be designated by UNIVERSITY) shall be entitled to order NIKE Products for such uses (specifically including for marketing purposes) as may be approved in writing from time-to-time by the President of the UNIVERSITY consistent with applicable law, UNIVERSITY policy or NCAA or Conference rules. The aggregate maximum amount (in terms of retail value) of product that may be ordered hereunder, free of charge, on an annual basis shall be as set forth below: 1st Contract Year (2008-09) $150,000 2nd Contract Year (2009-10) $150,000 3rd Contract Year (2010-11) $150,000 4th Contract Year (2011-12) $150,000 5th Contract Year (2012-13) $150,000 6th Contract Year (2013-14) $150,000 7th Contract Year (Option Year, 2014-15) $160,000 All NIKE Products that are ordered under this subparagraph (b) must be ordered through the "NIKE Elite" program and are subject to procedures established by NIKE for such purpose. No carry-over of unordered annual allotments of merchandise from one Contract Year to another shall be allowed. (c) NIKE acknowledges that UNIVERSITY is party to pre-existing contracts with respect to product supply of the programs set forth on Exhibit A. UNIVERSITY represents and warrants that set forth on Exhibit A hereto is a true and complete list of each company with whom UNIVERSITY has such an agreement, the program covered by each agreement, the supplied product and the expiration date of such contract. The parties hereto agree that: (i) upon the expiration of each such contract, the subject Products, program (and any Coach thereof, subject to expiration of any relevant personal services agreement ) shall be deemed subject to all terms and conditions of this Agreement for the balance of the Term provided NIKE matches the complimentary product quantities and cash compensation that UNIVERSITY had then been receiving from such third-party under the pre-existing contract between the parties.

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4. USE OF SPONSOR'S PRODUCTS. (a) Throughout the Term, UNIVERSITY shall make NIKE Products available on an exclusive basis to each Outfitted Program and Footwear Program, as appropriate, to be worn and/or used (with NIKE trademarks camera-visible as they customarily appear on such product) by Team members , Coaches and Staff during practices, games, exhibitions (including during locker room activities), clinics and /or sports camps (that receive UNIVERSITY resources, e.g., playing field/court use, on- campus lodging , dining hall privileges), lockerroom and/or sideline/courtside celebrations and/or presentations , and other official or UNIVERSITY sanctioned activities (including but not limited to photo sessions and interviews ) during which Team members , Coaches and Staff wear and/or use Products and provided that UNIVERSITY has control over the activity and, with respect to ball use, the right to designate the game ball to be used . UNIVERSITY shall require all such Coaches and Team and Staff members to wear and/or use exclusively NIKE Products (as provided above and with NIKE trademarks camera-visible as they customarily appear on such product) during such activities . Notwithstanding anything in the foregoing to the contrary, NIKE acknowledges that any Coach's wearing of non- athletic footwear and apparel in connection with his or her official coaching duties, as appropriate, shall not constitute a breach of this Paragraph. (b) UNIVERSITY shall require that no Team member, Coach or Staff member shall: (1) Alter or permit the alteration of any NIKE Product (regardless of source) worn or used by them to resemble a non-NIKE Product, or (2) Wear any non-NIKE Products which have been altered to resemble NIKE Products. (c) UNIVERSITY shall (1) require that during all Intercollegiate Athletic Program activities no Team member , Coach or Staff member shall wear and/or use any Footwear, or (in the case of Outfitted Programs) Products (as those terms are defined in the Trademark License Agreement ) bearing camera-visible manufacturer or brand identification (which , for purposes of this provision, include product that is distinctive by design) other than NIKE, and (2) take such measures as may be appropriate to eliminate any non -compliance with the foregoing requirements. (d) UNIVERSITY acknowledges that a pattern or practice of "spatting " or other unauthorized taping , so as to cover any portion of the NIKE logo on the NIKE athletic footwear worn by members of the Teams during practices, games , exhibitions, clinics, sports camps and other occasions during which Team members wear athletic footwear, is inconsistent with the purpose of this Agreement and the acknowledgment of NIKE 's sponsorship to be derived from it by NIKE and is a material breach of this Agreement. For purposes of this Agreement, a "pattern of spatting" shall deem to exist if during any game three (3) or more "Skill Position" players (i.e., receivers , offensive and defensive backs, and quarterbacks) appear on-field with spatted or taped NIKE footwear; or (ii) any starter at a Skill Position shall appear on-field with spatted or taped NIKE footwear on two (2) or more occasions in any season after NIKE has provided UNIVERSITY with written notice of such unauthorized spatting. (1) Notwithstanding the foregoing prohibition against spatting, occasional, isolated spatting or taping as is deemed to be a bona-fide medical necessity in

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instances where such determination is made in-game/in-training in response to a then-sustained injury, shall not be deemed a breach of this Agreement. (2) Further, in the event any Team member is unable to wear NIKE footwear due to a bona fide medical condition as evidenced by a certification by the Team's physician or a podiatrist, then such Team member shall be permitted to wear non-NIKE footwear provided all visible manufacturer's identification is taped over or otherwise covered so as to completely obscure such manufacturer's identification. (e) UNIVERSITY shall not permit the trade name, trademark, name , logo or any other identification of any person, company or business entity other than NIKE, or UNIVERSITY if approved by NIKE , or, subject to Paragraph 19 below, relevant NCAA, Conference, Bowl or Tournament entities or sponsors (but UNIVERSITY acknowledges that in no event shall it be permitted to place on NIKE Products the Marks of any Product manufacturer or supplier, other than NIKE), to appear on NIKE Products worn or used by Coaches, Staff or Team members. 5. ADDITIONAL PRODUCTS. From time-to-time during the term of this Agreement, NIKE may add to its Products line one or more items of sports equipment . If at any time during the Term NIKE shall have a bona fide intention to expand its Products line by adding any such item (s), then NIKE shall use best efforts to give UNIVERSITY one hundred twenty ( 120) days advance written notice of the particular item(s) then in development by NIKE . When such new product is available, NIKE shall supply UNIVERSITY, free of cost, a reasonable supply of such product for use in practice and other appropriate field-testing opportunities. If UNIVERSITY has not already entered into or substantially negotiated a product supply agreement with a third party for the same product once such item is commercially available from NIKE, then subject to the approval of the Athletic Department as to the quality, performance and appropriateness of such product, and further subject to such product meeting all applicable NCAA equipment specifications or limitations , and subject to any limitations in pre-existing supply agreements between UNIVERSITY and third parties, such item(s) shall thereafter be deemed to be included in "Products" as defined in the Trademark License Agreement and "NIKE Products " as defined in therein and covered in all pertinent respects by the terms hereof. NIKE shall supply UNIVERSITY, free of charge if University so desires, with sufficient additional complimentary quantities for such purpose to be mutually agreed upon by the parties , including quantities equal to or greater than the quantities of any comparable item(s ) which UNIVERSITY, Team members, Coaches and/or Staff members, are then receiving from a third party , or any greater amount as NIKE and UNIVERSITY shall agree in writing, and UNIVERSITY shall thereupon distribute, as is appropriate, such new item(s) to Team members , Coaches and/or Staff members for use pursuant to the terms of this Agreement, unless UNIVERSITY is contractually or otherwise precluded from doing so. 6. PROMOTIONAL APPEARANCES. Each Contract Year, upon reasonable prior notice and subject to coaching commitments or other employment obligations to UNIVERSITY , UNIVERSITY shall cause (i) the head coach of each Flagship Program to make up to three (3) personal appearances in connection with the promotion of the relationship between NIKE and UNIVERSITY , and (ii) the head coach of each non -Flagship Program to make one (1) personal appearance in

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connection with the promotion of the relationship between NIKE and UNIVERSITY. UNIVERSITY acknowledges that, except as provided below, no Coach shall receive any additional compensation for such appearances; provided, however, NIKE may request appearances by a Coach in addition to the number specified above and for any such additional appearance agreed to and made, NIKE shall pay such Coach an appearance fee as mutually agreed upon by the parties within thirty (30) days after such appearance has been made. NIKE shall pay all reasonable and necessary travel and related out-of-pocket expenses incurred by each Coach in connection with any such appearances. 7. NIKE SPONSOR BENEFITS. (a) Each Contract Year, UNIVERSITY shall provide NIKE with the following sponsor benefits at no additional cost to NIKE except as otherwise indicated: (1) NIKE shall receive tickets to home games (and neutral site games , and away football games, as indicated below) for each Intercollegiate Athletic Program in accordance with the following: PROGRAM No. TICKETS Football (for each home game, ex- 1 press box pass + 6 best available tickets cept as otherwise provide below) and 2 sideline passes' Football (NIKE "Game-day") If requested by NIKE, once each season, for 1 designated home game, a total of 40 tickets (i.e., 34 tickets in addition to the above-indicated 6 tickets) to one mutually agreed game for NIKE to host, at its expense, a hospitality event. Football (away) 6 best available tickets Bowl games 10 Basketball (M) 6 Basketball Tournament (M) 10 Basketball (W) 6 Basketball Tournament (W) 10 All Other Programs 4

UNIVERSITY shall use best efforts to provide the best available lower level tickets, which tickets UNIVERSITY shall use best efforts to provide in blocks of seats. UNIVERSITY shall use best efforts to fulfill NIKE's requests for quantities of tickets , in addition to those quantities specified above , as it may reasonably request, such tickets to be best available and made available for NIKE's purchase at face-value. (2) (i) "VIP" parking at all football and basketball games; and (ii) an exclusive area located within the tail -gate area at Sun Devil Stadium , for NIKE hospitality

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

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events in conjunction with each home game (set-up and catering expenses to be paid by NIKE). (3) At each home game played at the Wells Fargo Arena and Sun Devil Stadium NIKE shall receive, if requested, (i) a mutually determined number of camera- visible signs which prominently display a NIKE sponsorship message or other mutually agreed communication (e.g., an if "You Let Me Play" type promo); and (ii) a suitable, high-traffic location within each venue which NIKE may, at its option and expense , set up a merchandise display and sell NIKE Products (but only to the extent UNIVERSITY is able, through its best efforts , to secure such right for NIKE). (4) At each home game of each Intercollegiate Athletic Program at which an electronic message board (or other electronic messaging system) is used, as applicable, suitable in-game board messages as mutually agreed. (5) Prominent NIKE name and/or logo recognition in the media guides where opportunity exists for such incidental exposure at no additional cost to UNIVERSITY. (6) When possible and appropriate, cooperate with NIKE in connection with the opportunity to stage a mutually agreeable number of promotional events and/or contests around designated home games/competitions, which events or contests may occur pre-game , during half-time or post-game. (7) Reasonable access to Intercollegiate Athletic Program activities, where appropriate and controlled by UNIVERSITY, for the purpose of shooting Game Photos or Game Footage (as those terms are defined in the Trademark License Agreement) and/or conducting and taping post-game interviews. (8) NIKE shall be permitted , upon its reasonable request, to use mutually agreed upon UNIVERSITY facilities in connection with community based programs and events held by NIKE (such as its NIKE Foundation, formerly known as P.L.A.Y., program). Such use shall be subject to applicable UNIVERSITY policies. (9) In addition to the above , UNIVERSITY shall use best efforts to afford NIKE advance notice and the opportunity to consider participation in additional athletic department advertising opportunities , in any media, made available by UNIVERSITY during the Term. (b) It is the intent of UNIVERSITY that the signs and messages described in Sections 7(a)(3), (4), and (5) conform with the "qualified sponsorship " rules of section 513(i) of the Internal Revenue Code, and to ensure such qualification , the UNIVERSITY shall have the right to modify the text of such signs and message , or the manner in which they are displayed , to conform with these rules. 8. USE OF UNIVERSITY MARKS. Nothing herein shall be interpreted to permit NIKE to use UNIVERSITY trademarks, tradenames , tradedress, servicemarks , logotypes, logos, symbols, emblems, name, copyrights or other proprietary marks or intellectual property of whatever nature , whether registered or not registered , other than as provided under the Trademark License Agreement.

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9. NIKE EXTENSION OPTION , RIGHTS OF FIRST DEALING & FIRST REFUSAL. (a) NIKE shall have the option , in its discretion, to extend this Agreement for an additional period of one (1) Contract Year (and provided it is extended simultaneously with the extension of the Trademark License ), upon the same terms as apply with respect to the Initial Term (except that annual consideration shall be as set forth in Paragraph 3 with regard to each indicated Option Year ), exercisable upon written notice of its election furnished to UNIVERSITY by no later than July 1, 2013. (b) At NIKE's request, UNIVERSITY shall negotiate with NIKE in good faith with respect to the terms of a renewal of this Agreement. The parties shall not be obligated to enter into an agreement if they cannot settle on mutually satisfactory terms . Prior to twelve (12) months before the expiration of the term (i.e., July 1 , 2013, or July 1, 2014 if the extension option has been exercised , the "Exclusive Negotiating End Date"), UNIVERSITY shall not (nor shall UNIVERSITY permit its agents, attorneys or representatives to) engage in discussions or negotiations with any third party regarding product supply with respect to any Products, or sponsorship of any Intercollegiate Athletic Program (or similar supply or promotional arrangement) with respect to any Products after the Term ("Product Supply/Endorsement"). (c) During the Term and for a period of ninety (90) days thereafter, NIKE shall have the right of first refusal for Product Supply/Endorsement, as follows. If UNIVERSITY receives any bona fide third party offer at any time on or after the Exclusive Negotiating End Date with respect to any Product Supply/Endorsement, UNIVERSITY shall submit to NIKE in writing the specific terms of such bona fide third party offer. NIKE shall have fifteen (15) business days from the date of its receipt of such third party offer to notify UNIVERSITY in writing if it will enter into a new contract with UNIVERSITY on terms no less favorable to UNIVERSITY than the material, measurable and matchable terms of such third party offer. If NIKE so notifies UNIVERSITY within such 15-day period, UNIVERSITY shall enter into a contract with NIKE on the terms of NIKE 's offer. If NIKE fails or declines to better the material, measurable and matchable terms of such third party offer within such 15-day period, UNIVERSITY may thereafter consummate an agreement with such third party on the terms of the offer made to UNIVERSITY. Prior to the Exclusive Negotiating End Date, UNIVERSITY shall not solicit, consider or present to NIKE, and NIKE shall not be obligated to respond to, any third party offer for any Product Supply/Endorsement. 10. LABOR STANDARDS. NIKE acknowledges and confirms a shared commitment with UNIVERSITY to improving the working conditions in the subcontracted factories engaged to make Arizona State University licensed product sold at retail under license from the UNIVERSITY's licensing agent, the Licensing Resource Group ("LRG"). Accordingly, NIKE represents and agrees that (i) all retail licensed products bearing the UNIVERSITY Marks shall be manufactured in accordance with the Workplace Code of Conduct of the Fair Labor Association (the "FLA Code"), attached hereto as Exhibit B; (ii) all NIKE subcontracted factories used in connection with the manufacture of such licensed product, as well as apparel bearing UNIVERSITY Marks that is supplied to UNIVERSITY hereunder for Intercollegiate Athletic Program use ("Special Make-up Apparel ), shall be disclosed to UNIVERSITY and subject to NIKE internal , and independent external, systematic monitoring in accordance with the

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workplace standards and guidelines of the Fair Labor Association ("FLA"); (iii) NIKE shall address non-compliance with, as applicable , the FLA Code or FLA standards in an effective and timely manner ; and (iv) NIKE shall furnish to UNIVERSITY on an annual basis summary reports with respect to the implementation and enforcement of the FLA Code, and the monitoring of factories where UNIVERSITY licensed product and/or Special Make-up Apparel is manufactured. 11. RIGHT OF TERMINATION BY UNIVERSITY. UNIVERSITY shall have the right to terminate this Agreement immediately upon written notice to NIKE at any time without further obligation if: (a) The Arizona Legislature fails to appropriate whatever funds may be necessary, if any, to fulfill UNIVERSITY's obligations under this Agreement . However, UNIVERSITY's right to terminate under this sub-paragraph shall be limited to termination of NIKE's rights only with respect to the unfunded program or obligation; (b) NIKE is adjudicated insolvent, ceases to substantially do business or declares bankruptcy; (c) NIKE fails to make payment to UNIVERSITY of any sum due pursuant to the Trademark License Agreement within thirty (30) days following NIKE's receipt of written notice from UNIVERSITY that such payment is past due; (d) NIKE materially breaches this Agreement , which breach NIKE fails to cure within thirty (30) days of NIKE's receipt of written notice from UNIVERSITY specifying such breach; or (e) NIKE shall be in material breach of the FLA Code , as determined by a mutually agreeable independent monitor, which breach NIKE fails to cure within thirty (30) days (if curable within a 30-day period) following NIKE's receipt of written notice from UNIVERSITY specifying such breach . If for logistical or other reasons, it is impossible for NIKE to completely cure a particular condition within thirty (30) days, UNIVERSITY shall afford NIKE a mutually agreeable commercially reasonable period of time to achieve complete cure. For purposes of this subparagraph only, "in material breach" shall mean recurring material code violations by a contractor which NIKE has , despite knowledge of a contractor's recurring violations, failed to remedy. 12. RIGHT OF TERMINATION BY NIKE. NIKE shall have the right to terminate this Agreement immediately upon written notice to UNIVERSITY if: (a) Any Flagship Program is placed on NCAA probation resulting in a ban on post- season competition for longer than one playing season or any ban on television appearances, or UNIVERSITY ceases for any reason to field a Division I team in any of the Flagship Programs, or UNIVERSITY exercises its termination right under Paragraph 11(a) above; (b) Members of any Team fail to wear or use NIKE Products during -practices, games, exhibitions, clinics, sports camps or other occasions during which Team members wear or use Products , or wear NIKE Products altered , spatted or taped, in violation of the provisions of Paragraph 4 above which breach UNIVERSITY fails to cure, if curable, within thirty (30) days of NIKE's delivery of written notice to UNIVERSITY of any such breach;

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(c) UNIVERSITY, the NCAA, the Conference or any assignee thereof (including any licensing agent or broadcast partner of the foregoing) enacts, adopts or accedes to any regulation , restriction , prohibition or practice that materially deprives NIKE of the promotional benefits and/or product/brand exposure contemplated by this Agreement including , but not limited to, (i) any material diminution of NIKE's logo placement rights (in terms of size, location placement , color prominence and/or number of placements) on Product or Licensed Product, including any total ban on the placement of camera-visible logo identification on Authentic Competition Apparel, (ii) "air brushing" NIKE identification from still photography or footage, or (iii) use of L-VIS technology or other "virtual signage" or electronic/computer imaging technology that alters , substitutes or replaces NIKE's stadium/arena signage appearing in UNIVERSITY's home venues pursuant to this Agreement (including NIKE logo identification that appears on uniforms) with other commercial identification that is seen by home television viewers and which deprivation of promotional benefits and/or product/brand exposure UNIVERSITY fails to cure, if curable, within thirty (30) days of NIKE's delivery of written notice to UNIVERSITY of such deprivation; (d) UNIVERSITY breaches any representation or agreement under Paragraph 20 below or any other material term of this Agreement, which breach UNIVERSITY fails to cure, if curable, within thirty (30) days of NIKE's delivery of written notice to UNIVERSITY of any such breach; or (e) The Trademark License Agreement is terminated , or the NIKE trademark license with the Licensing Resource Group for the retail sale of Arizona State University licensed product (the "Retail License") is terminated or the weighted average royalty rate under the Retail License is increased above ten percent (10%). 13. INDEMNIFICATION. NIKE shall defend , indemnify and hold harmless UNIVERSITY , its agents, trustees, directors, officers, employees and agents, and all members of the Teams (collectively, "UNIVERSITY Parties ") from and against all suits, actions, claims, judgments , damages, losses, liabilities, costs and expenses, including reasonable attorney fees , (collectively, "Claims") incurred by any UNIVERSITY Parties arising out of or relating to: (i) NIKE's breach of any material term of this Agreement ; or (ii) the acts or omissions of NIKE, or those of its employees and/or agents , provided NIKE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim subject to the approval of the Arizona Attorney General if applicable . In any instance to which the foregoing indemnities pertain , UNIVERSITY Parties shall cooperate fully with and assist NIKE in connection with any such defense subject to limitations in applicable law, and no UNIVERSITY Party shall enter into a settlement of such Claim, unless UNIVERSITY waives its right of indemnification with respect to such UNIVERSITY Party hereunder, or admit liability or fault on the part of NIKE without NIKE's prior written approval.

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14. REMEDIES. UNIVERSITY and NIKE agree that, in the event that either party breaches any material term or condition of this Agreement , in addition to any and all other remedies available to the other party at law or in equity, such other party shall be entitled to seek injunctive relief from such further violation of this Agreement, pending litigation as well as on final determination of such litigation , without prejudice to any other right of such other party. 15. NOTICES. All notices, statements and payments provided for herein shall be in writing and deemed given if sent postage prepaid via registered or certified mail, or by express courier service or facsimile with confirmed delivery, to the parties at the addresses given below, or such other addresses as either party may designate to the other. Any written notice shall be deemed to have been given at the time it is sent addressed to the parties as set forth below. It is UNIVERSITY's obligation to notify NIKE of any address change. NIKE USA, Inc. ARIZONA BOARD OF REGENTS, One Bowerman Drive for and on behalf of Arizona State University Beaverton , OR 97005-6453 Attn: Director of Athletics Attn: Legal Dept., Contracts Admin- Arizona State University istrator (if faxed , to 503-646-6926) PO Box 872505 Tempe, AZ 85287-2505 16. RELATIONSHIP OF PARTIES. Nothing contained in this Agreement shall be construed as establishing an employer/employee, partnership or joint venture relationship between UNIVERSITY and NIKE. 17. ASSIGNMENT/DELEGATION/PASS THROUGH. This Agreement may not be assigned by either party except upon mutual written agreement. 18. WAIVER. The failure at any time of UNIVERSITY or NIKE to demand strict performance by the other of any of the terms, obligations or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof, and either party may, at any time , demand strict and complete performance by the other party of such terms, obligations and conditions. 19. SEVERABILITY. Every provision of this Agreement is severable . If any term or provision hereof is held to be illegal, invalid or unenforceable for any reason whatsoever , such illegality, invalidity or unenforceability shall not affect the validity of the remainder of this Agreement or any other provision and the illegal , invalid or unenforceable provision shall be deemed by the parties as replaced by such substitute provision as shall be agreed between the parties, in such form and substance as shall be legally valid, and as shall accomplish as near as possible the purpose and intent of the invalidated provision. 20. ADDITIONAL REPRESENTATIONS. (a) UNIVERSITY represents and agrees that:

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(1) In accordance with this Agreement, it shall cause all Coaches, Staff and Team members to use/wear NIKE Product (with NIKE trademarks camera-visible as they customarily appear on such product) that has been actually supplied to UNIVERSITY pursuant to this Agreement. (2) To the best of UNIVERSITY's knowledge, no agreement, contract, understanding or rule of any national , international or collegiate governing body exists which would prevent or limit performance of any of the obligations of UNIVERSITY hereunder. (3) Other than NIKE's logo or other identification , UNIVERSITY shall not permit camera-visible manufacturer or brand identification on any Product (which, for purposes of this provision , include product that is distinctive by design) for "Outfitted Programs" and, in the case of "Footwear Programs", "Footwear" (as those terms are defined in the Trademark License Agreement) worn/used by any Team, Coach or Staff. (4) Upon execution of this Agreement, it shall not distribute any eyewear, other than that which has been supplied by NIKE, to Coaches, Staff or members of any Intercollegiate Athletic Program. (5) Neither UNIVERSITY nor any Coach nor Staff member is party to any oral or written Agreement, contract or understanding which would prevent, limit or hinder the performance of any obligations hereunder of UNIVERSITY, Coach or Staff. UNIVERSITY further represents and agrees that during the Term UNIVERSITY will not: (i) Sponsor, endorse or allow any Coach or Staff member of any Outfitted Program to sponsor or endorse Products , or allow any Coach or Staff member of any Footwear Program to sponsor or endorse Footwear , sold by any manufacturer or seller of Products other than NIKE; (ii) Enter into, or allow any Coach or Staff member of any Outfitted Program to enter into, any endorsement, promotional, consulting or similar agreement (including the sale of signage or other media) with any party other than NIKE that is a manufacturer or seller of Product (except that an agreement may be entered into with a party that is only incidentally engaged in the manufacture or sale of t-shirts and Products, an "incidental manufacturer"), or allow any Coach or Staff member of any Footwear Program to enter into any such Agreement with any person or entity other than NIKE that manufactures , sells, licenses or is brand-identified to Footwear such as certain traditional fashion sports brands; (iii) Sell to any person or entity Products supplied (or sold) hereunder by NIKE or any other third party; (iv) Permit the trade name , trademark, name, logo or any other identification of any party other than NIKE that is a manufacturer or seller of Products (except for that of an incidental manufacturer ) to appear on signage controlled by UNIVERSITY; or (v) Permit Athletic Department executive administration, Coaches or Staff, while acting in a capacity as a University representative , to take any action inconsistent with this Agreement.

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(6) Notwithstanding anything in this Agreement to the contrary, UNIVERSITY will not enter into, or allow any Coach or Staff member to enter into, any product supply, sponsorship, endorsement, promotional, consulting or similar agreement (including the sale of signage or other media , or acceptance of any consideration whatsoever) with regard to golf balls with any party other than NIKE. The parties acknowledge that nothing herein shall be construed as prohibiting UNIVERSITY from purchasing and using golf balls manufactured by a company (or companies) other than NIKE provided such other company (or companies) is, as of the date hereof , principally known in the sporting goods industry as a manufacturer of golf balls (e.g., Titleist, Callaway or Dunlop ) and such purchase is not on any basis that is not otherwise available to the public. (7) That it shall use best efforts to ensure that no advertiser within the NIKE product category, other than NIKE, shall be permitted to sponsor any "coach" television and/or radio show associated with the Coach of any Outfitted Program. (8) It has the full legal right and authority to enter into and fully perform this Agreement in accordance with its terms and to grant to NIKE all the rights granted herein. (b) NIKE represents and agrees that: (1) It will use best efforts to cure any non-material breach within a commercially reasonable period. (2) It has the full legal right and authority to enter into and fully perform this Agreement in accordance with its terms and grant to UNIVERSITY all the rights granted herein. (3) Its display of its trademarks on uniforms, footwear , equipment and apparel supplied to UNIVERSITY shall comply with applicable NCAA regulations, including Bylaw 12.5.4. 21. CONFIDENTIALITY. UNIVERSITY shall not (nor shall it permit or cause its employees , agents or representatives to) disclose the financial or other material terms of this Agreement, the marketing plans of NIKE, or other confidential material or information disclosed to UNIVERSITY ( including information disclosed during audit), to any third party , except as UNIVERSITY deems consistent with applicable law, including but not limited to the Arizona Public Records statutes. 22. CAPTIONS. Paragraph captions and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe , interpret, define or limit the scope, extent or intent of the Agreement or any provision hereof. 23. SET-OFF. NIKE shall have the right to set -off any amounts owed by UNIVERSITY to NIKE pursuant to this Agreement, or otherwise, against any amounts owed by NIKE to UNIVERSITY. 24. TAXES. The parties agree that any taxes or other levies assessed or charged will be born by the party assessed or charged. UNIVERSITY makes no representations regarding the tax

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ramifications of NIKE's provision of Products pursuant to this Agreement, and NIKE enters this agreement on reliance only upon the advice of its own counsel. 25. ARBITRATION. The parties agree that should a dispute arise between them in any manner concerning this Agreement, and the dispute involves Fifty Thousand Dollars ($50,000) or less in money damages including interest, costs or attorneys' fees, the parties will submit the matter to Arbitration in Maricopa County, Arizona, pursuant to the Arizona Supreme Court Rules for Compulsory Arbitration, except that the decision of the arbitrator shall be final and binding upon the parties, and the arbitrator's total award may not exceed Fifty Thousand Dollars ($50,000). 26. CONFLICT OF INTEREST. This Agreement is subject to the provisions of A.R.S. 38-511 and the State of Arizona may cancel this Agreement if any person significantly involved in negotiating, drafting, securing or obtaining this Agreement for or on behalf of the Arizona Board of Regents becomes an employee in any capacity of NIKE or a consultant to NIKE (other than Coaches as defined in the Trademark License Agreement) with reference to the subject matter of this Agreement while the Agreement is in effect. 27. DISCRIMINATION. The parties agree to be bound by applicable state and federal rules governing Equal Employment Opportunity and Non-Discrimination. 28. ENTIRE CONTRACT. As of the effective date hereof, this Agreement shall constitute the entire understanding between UNIVERSITY and NIKE and may not be altered or modified except by a written agreement, signed by both parties. Any previous agreements between UNIVERSITY and NIKE shall have no further force or effect. The Ari na oard of Regents, on NIKE USA, Inc. behalf f n na State University

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

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EXHIBIT A Pre-existing Contracts

PROGRAM SUPPLIED SPONSOR NAME CONTRACT PRODUCT EXPIRATION Baseball Uniforms, Catcher's Wilson Ongoing Gear, Batting Helmets, Bats, Gloves, Balls, Wristbands, Bags Volleyball Volleyballs Molten Ongoing

NIKE/ASU Sponsorship 16

EXHIBIT B WORKPLACE CODE OF CONDUCT Forced Labor There shall not be any use of forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise. Child Labor No person shall be employed at an age younger than 15 (or 14 where the law of the country of manufacture* allows) or younger than the age for completing compulsory education in the country of manufacture where such age is higher than 15. Harassment or Abuse Every employee shall be treated with respect and dignity. No employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse. Nondiscrimination No person shall be subject to any discrimination in employment, including hiring, salary, benefits, advancement, discipline, termination or retirement, on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin. Health and Safety Employers shall provide a safe and healthy working environment to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of employer facilities. Freedom of Association and Collective Bargaining Employers shall recognize and respect the right of employees to freedom of association and collective bargaining. Wages and Benefits Employers recognize that wages are essential to meeting employees' basic needs. Employers shall pay employees, as a floor, at least the minimum wage required by local law or the prevailing industry wage, whichever is higher, and shall provide legally mandated benefits. Hours of Work Except in extraordinary business circumstances, employees shall (i) not be required to work more than the lesser of (a) 48 hours per week and 12 hours overtime or (b) the limits on regular and overtime hours allowed by the law of the country of manufacture or, where the laws of such country do not limit the hours of work, the regular work week in such country plus 12 hours overtime and (ii) be entitled to at least one day off in every seven day period. Overtime Compensation In addition to their compensation for regular hours of work, employees shall be compensated for overtime hours at such premium rate as is legally required in the country of manufacture or, in those countries where such laws do not exist, at a rate at least equal to their regular hourly compensation rate.

*All references to local law throughout this Code shall include regulations implemented in accordance with applicable local law. Fair Labor Association - 1505 22nd Street, NW - Washington, DC 20037

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Workplace Code NIKE Rider 1

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

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Workplace Code NIKE Rider 2 Women's Rights 1. Women workers will receive equal remuneration, including benefits, equal treatment, equal evaluation of the quality of their work, and equal opportunity to fill all positions as male workers. 2. Pregnancy tests will not be a condition of employment, nor will they be demanded of employees. 3. Workers who take maternity leave will not face dismissal nor threat of dismissal, loss of seniority or deduction of wages, and will be able to return to their former employment at the same rate of pay and benefits. 4. Workers will not be forced or pressured to use contraception. 5. Workers will not be exposed to hazards, including glues and solvents, that may endanger their safety, including their reproductive health. 6. Licensees shall provide appropriate services and accommodations to women workers in connection with pregnancy.

NIKE/ASU Sponsorship NON-EXCLUSIVE TRADEMARK LICENSE AGREEMENT

This Agreement is made and entered into by and between NIKE USA, Inc., an Oregon corporation ("NIKE"), and the ARIZONA BOARD OF REGENTS contracting solely for and on behalf of ARIZONA STATE UNIVERSITY ("UNIVERSITY") effective as of 1st day of July, 2008. WHEREAS, UNIVERSITY fields and maintains nationally recognized athletic teams in numerous sports (and retains the coaches and staff in connection therewith) and owns all right, title and interest in and to the names, nicknames, mascots, trademarks, service marks, copyrights, logographics and/or symbols, and any other recognized reference to UNIVERSITY or its "Intercollegiate Athletic Programs" (as defined below); and WHEREAS, NIKE is a sports and fitness company engaged in the manufacture, distribution and sale of athletic and athleisure footwear, apparel and related accessories; WHEREAS, UNIVERSITY has determined that the NIKE Products specified under this Agreement best suit the apparel, footwear, and certain accessory and equipment needs of certain of UNIVERSITY's athletic teams as specified below; and WHEREAS, NIKE desires to support UNIVERSITY and its Intercollegiate Athletic Programs and Cheerleading Program through the manufacture and supply of product, and production and sale of replica apparel and payment of royalties thereon pursuant to a trademark license as described below, and consistent with NIKE's in effect trademark license with UNIVERSITY's current licensing agent, the Licensing Resource Group ("LRG"), for the retail sale of product (the "Retail License"); NOW, THEREFORE, in consideration of the mutual promises, terms and conditions set forth herein, it is agreed as follows: 1. DEFINITIONS. As used in this Agreement, the terms set forth below shall be defined as follows: (a) "NIKE Group" shall mean NIKE USA, Inc., NIKE Retail Services, Inc. (d/b/a NikeTown), their parent company NIKE, Inc., its licensees, distributors, subsidiaries and any successor company. (b) "UNIVERSITY License" shall mean the limited and licensed right to use the names, nicknames, mascots, trademarks, service marks, logographics and/or symbols, and any other recognized proprietary reference to UNIVERSITY or its Intercollegiate Athletic Programs (collectively, the "UNIVERSITY Marks") in connection with the manufacture, advertisement, promotion and sale of "NIKE Products" (as defined below), subject to the express prior written approval of the University's Trademarks Licensing Office (hereinafter "TLO") on a case-by-case basis and, as NCAA or Arizona Board of Regents rules may require, the President of the University (hereinafter "President"), and subject to the limitations set forth in this Agreement. (c) "Intercollegiate Athletic Program(s)" shall mean certain organized NCAA team and individual sports (and, for the limited purposes of this agreement, including cheerleading) sponsored by UNIVERSITY, which programs are specifically identified as follows: Men's & Women's Golf, Football , Baseball , Women's Soccer, Women's Softball, Men's & Women's Track & Field and Cross-Country, Men's & Women's Basketball, Women's Gymnastics, Women's Volleyball, Cheer , and Men's & Women's Swimming & Diving , Men's & Women's Tennis, Women's Water Polo, and Wrestling. 2

(d) "Outfitted Program(s)" shall mean the following Intercollegiate Athletic Programs for which NIKE will provide annual apparel and footwear product allocations pursuant to relevant sponsor or other supply agreements , which agreements are referenced here for identification purposes only: Football , Women's Soccer, Women's Softball, Men's & Women 's Track & Field and Cross-Country, Men's & Women 's Basketball, Women's Gymnastics , Women's Volleyball , Cheer, and Men's & Women's Swimming & Diving , Men's & Women's Tennis, Women's Water Polo, and Wrestling. (e) "Footwear Program(s)" shall mean the following Intercollegiate Athletic Programs for which NIKE will provide annual "footwear only" product allocations pursuant to relevant sponsor or other supply agreements, which agreements are referenced here for identification purposes only: Baseball , and Men's & Women's Golf. (f) "Flagship Program(s)" shall mean the following Intercollegiate Athletic Programs: Football , Men's Basketball, and Women's Basketball. (g) "Team" shall mean that group of athletes attending the UNIVERSITY's Tempe campus during the term of this Agreement and comprising the roster of each Intercollegiate Athletic Program. (h) "Game" shall mean game, match , meet, test or such other competition reference as is appropriate to each individual sport. (i) "Coach " shall mean an individual employed during the term of this Agreement to act as a head coach of an Intercollegiate Athletic Program. (j) "Staff" shall mean, collectively, all assistant coaches and strength coaches, equipment managers , trainers and any on-field/courtside staff (e.g., ballpersons, basketball stat crews, etc.) employed or assigned by UNIVERSITY during the term of this Agreement to provide services to Intercollegiate Athletic Programs, subject to Conference apparel requirements in the case of on-field /courtside staff. (k) "Contract Year" shall mean each consecutive twelve (12) month period from July 1 through June 30 during the term of this Agreement. (I) "NCAA" shall mean the National Collegiate Athletic Association. (m) "Conference" shall mean the intercollegiate athletic conference of which UNIVERSITY is a member. (n) "Products" shall mean , subject to limitations in pre -existing agreements described in Exhibit "A," the following: (1) All athletic and athletically inspired or derived footwear that members of any Team, Coaches and/or Staff wear or may be reasonably expected to wear while participating in practice for or competition in their respective Intercollegiate Athletic Program (collectively, " Footwear"); (2) Authentic competition apparel consisting of uniforms , sideline or courtside jackets and sweaters , game-day warm-ups, basketball shooting shirts, football player capes, wool and fitted caps, windsuits , rainsuits, sideline or courtside pants, shorts and shirts, and similar apparel, and practicewear (collectively, "Authentic Competition Apparel") that members of any Team, Coaches and/or Staff wear or may be reasonably , expected to wear while participating in practice for or competition in their respective Intercollegiate Athletic Program, but specifically excluding Celebration Apparel , as that term is defined herein;

NIKE/ASU Trademark 3

(3) All other apparel articles of an athletic or athleisure nature including tank-tops, T-shirts, sweatsuits, separates and other body coverings , and accessories of an athletic or athleisure nature, including headwear, headbands, wristbands, bags, socks, hand-towels, and receiver's and linemen's gloves, that members of any Team, Coaches and/or Staff wear or use or may be reasonably expected to wear or use while participating in practice for or competition in their respective Intercollegiate Athletic Program , but specifically excluding Celebration Apparel, as that term is defined herein; (4) Footballs (effective July 1, 2005); (5) Protective eyewear, eyewear with performance attributes and sunglasses, sports timing devices (including wristwatches , race timers, stopwatches, etc. and devices used for competition or training that are also used in combination with timing devices such as heart -rate monitors or calorimeters); and (6) Other sports equipment as NIKE may add to its Product lines from time-to-time during the term of this Agreement and subject to the provisions of Paragraph 11 below and other applicable approval provisions of this Agreement. (o) "Videos" shall mean sports-themed instructional and entertainment home video products. (p) "Games" shall mean sports-themed video , computer, electronic, arcade and virtual reality games and devices. (q) "NIKE Products" shall mean all Products in connection with which, or upon which, the NIKE name, the Swoosh Design, the NIKE AIR Design, the Basketball Player Silhouette ("Jumpman") Design or any other trademarks or brands (e.g., Bauer, Sports Specialties) now or hereafter owned and/or controlled by NIKE (collectively, "NIKE Marks") appear, but specifically excluding Celebration Apparel, as that term is defined herein. (r) "Celebration Apparel" shall mean a product (e.g., T-shirts and caps) bearing UNIVERSITY Marks which is designed to commemorate the UNIVERSITY 's victory in an applicable championship (e.g., victory in bowl game or tournament) which is commonly worn by Team members, Coaches and Staff immediately following the event on-field, in the locker room, and/or at a UNIVERSITY-sponsored celebration of the championship, and also includes any replica item of apparel which thereafter is made available for sale to the public. 2. TERM. This Agreement shall remain in full force and effect for a period of six (6) Contract Years, from July 1 , 2008 through June 30 , 2014, (the "Initial Term"), unless extended by NIKE in accordance with Paragraph 10(a) below or sooner terminated in accordance with the terms and conditions hereof (collectively, the "Term"). This Agreement shall be interpreted as a series of one-year agreements, automatically renewed for the duration of the Term unless terminated pursuant to the terms hereof. 3. ACKNOWLEDGMENT OF PRE-EXISTING PRODUCT SUPPLY. UNIVERSITY represents and agrees that set forth on Exhibit A hereto is a true and complete list of each company with whom UNIVERSITY has a pre -existing contract with respect to an exclusive right to supply product for required in -competition use by any Intercollegiate Athletic Program , and the expiration date of such agreement.

NIKE/ASU Trademark 4

UNIVERSITY is not prohibited from entering into exclusive supply agreements with other companies for products that are not included in the definition of Products in this Agreement and subject to the provisions of Paragraph 24 below, nor from renewing any pre-existing contracts with companies listed on Exhibit A. 4. NIKE'S PRODUCT SUPPLY AGREEMENT & UNIVERSITY'S USE OF PRODUCT. In accordance with the sponsorship agreement between the parties entered into contemporaneously with this Agreement (the "Sponsorship Agreement'), each Contract Year, NIKE shall supply to UNIVERSITY, free of charge, NIKE Products (which, at NIKE's discretion, may be "NTS" or in-line product and may or may not bear any NIKE Marks) for use by Intercollegiate Athletic Programs. Such Product will be consistent with the quality of Product NIKE currently supplies to other Arizona public universities and that NIKE supplies to other premier university athletic programs. Throughout the Term, UNIVERSITY shall, in accordance with and subject to the Sponsorship Agreement, fully distribute such NIKE Products to each Outfitted Program and Footwear Program as is appropriate and require that all such product that is actually supplied to UNIVERSITY shall be worn/used (with NIKE trademarks camera-visible as they customarily appear on such product) by the intended recipient Team members, Coaches and Staff. 5. GRANT OF TRADEMARK LICENSE. For good consideration more fully described herein including royalties referred to herein or in the Retail License, the adequacy of which is hereby acknowledged by the parties, the UNIVERSITY hereby grants to NIKE (and its corporately related entities within the NIKE Group) as part of the UNIVERSITY License (as that term is defined in Paragraph 1(b) above), and NIKE hereby accepts, (i) the right to use such appropriate product supplier designations as the parties may agree upon (collectively, the "Designations"); and (ii) the limited license to utilize (subject to the express prior written approval of the TLO on a case-by-case basis, and the approval provisions of Paragraph 8 below) the UNIVERSITY License, as that term is defined and limited herein, and/or Designations worldwide, in any media (now known or hereafter created) including, but not limited to, the worldwide web, CD-ROM and other interactive and multi-media technologies. Such license shall specifically be limited to the following: (a) The right to utilize Marks in connection with the manufacture, advertising, marketing, promotion and sale of NIKE Products and the NIKE brands, and in the production and distribution of NIKE sports themed games and programming as limited herein. (b) The right to utilize Marks in supplying Products (which may bear UNIVERSITY Marks) to each Outfitted Program and Footwear to each Footwear Program and to use the Designations pursuant to the limitations set forth herein. (c) The right to manufacture and sell (subject to additional limitations in this Agreement, and the terms of the Retail License) NIKE Products bearing or incorporating UNIVERSITY Marks and to conduct promotions with and through NIKE retail accounts. (d) The non-exclusive right to use, as set forth herein, game photographs ("Game Photos"), videotape and/or film footage ("Game Footage") of any and all Intercollegiate Athletic Program subject to applicable NCAA rules and regulations with respect to the depiction of eligible athletes, subject to limitations upon the UNIVERSITY's ownership of copyright in and to such Game Photos and Game Footage, and subject to NIKE receiving permission from both the owner of the Game Photos and Game Footage as well as the athlete depicted therein, as appropriate.

NIKE/ASU Trademark 5

NIKE expressly acknowledges that UNIVERSITY may not have rights to the Game Photos or Game Footage, and that this provision does not contemplate authorization to use such items. In connection therewith, at NIKE's request, UNIVERSITY shall permit NIKE to utilize, consistent with this Paragraph 4, Game Photos and Game Footage (owned and/or controlled by UNIVERSITY), without a use fee, other than reasonable search and edit charges, subject to NIKE acquiring permission of depicted athletes as appropriate. (e) The non-exclusive right to use UNIVERSITY Marks, Game Photos, Game Footage, accounts and portrayals in programming (however, such programming rights shall be exclusive to NIKE within the athletic footwear, apparel, accessory and sports equipment category). (f) The non-exclusive right to manufacture and sell (subject to additional limitations in this Agreement, pre-existing Video or Games licenses, and the terms of the Retail License) Videos and Games using Game Photos and Game Footage. 6. CASH COMPENSATION.

(a) Each Contract Year, NKE shall pay UNIVERSITY Base Compensation in the amount specified below, to be paid in two (2) equal semi-annual installments to be made on July 1 and January 1 of each Contract Year (and subject to Paragraphs 14 and 16 below):

1 st Contract Year (2008-09) $225,000 2nd Contract Year (2009-10) $250,000 3rd Contract Year (2010-11 ) $275,000 4th Contract Year (2011-12) $300,000 5th Contract Year (2012-13) $325,000 6th Contract Year (2013-14) $350,000 1 st Option Year 2014-15 $350,000

(b) In addition , NIKE shall pay UNIVERSITY a commitment bonus of $200,000, payable within thirty (30) days of full execution of this Agreement." 7. ADDITIONAL CONSIDERATION. In addition to the cash compensation set forth above and royalties under the Retail License, in the event that any of the below -indicated performances are achieved, NIKE shall pay UNIVERSITY the respective bonus indicated below within thirty (30) days of NIKE's receipt of written verification from UNIVERSITY that the relevant performance has been achieved:

NIKE/ASU Trademark 6

Football Basketball (m) Basketball(w) BCS Bowl $15,000 -- -- noncham ionshi BCS Championship $25,000 -- -- Game BCS Champion $25,000 -- --

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

8. ADVERTISING APPROVALS. (a) In the event NIKE desires to use the UNIVERSITY License, Marks or Designations in any consumer advertising or promotion , NIKE shall first submit a sample or the concept of the proposed advertisement or promotion to TLO for approval, which approval shall not be unreasonably withheld. TLO shall use its best efforts to advise NIKE of its approval or disapproval of the sample or concept within five (5) business days of its receipt thereof. If at the end of such 5-day period , TLO has not advised NIKE of TLO's disposition of the NIKE submission, NIKE shall, by facsimile, so advise TLO (with a cc attention Fernando Morales). If NIKE has not received any communication from TLO on such submission within two (2) business days after the date of NIKE's faxed notice to TLO , then the submitted item shall be deemed approved . TLO's approval , or disapproval , shall be in writing . (If a submission is disapproved, TLO's written notice thereof shall set forth in reasonable detail the basis for such disapproval .) Once a submitted sample or concept is approved, NIKE shall not depart therefrom without re-submission of the item and obtaining UNIVERSITY's further approval. (b) In the event UNIVERSITY desires to use the NIKE Marks in any advertising or promotion, UNIVERSITY shall first submit a sample , or the concept of the proposed advertisement or promotion , to NIKE for approval . NIKE shall in good faith consider the approval of any such submission . Once a submitted sample or concept is approved , UNIVERSITY shall not depart therefrom without re-submission of the item and obtaining NIKE's further approval. 9. LOGO DEVELOPMENT ASSISTANCE & TRADEMARK OWNERSHIP. (a) If requested by UNIVERSITY, NIKE shall, at no cost to UNIVERSITY, provide NIKE's graphic design services to develop an additional trademark or logo for use in connection with any of the Products to be provided to Intercollegiate Athletic Programs (collectively "New Logo"). UNIVERSITY shall advise NIKE of opportunities to participate in any bidding process UNIVERSITY may conduct in connection with engaging a third party for such professional design services. Should UNIVERSITY elect to avail itself to NIKE's free design services, NIKE shall be permitted a 1-year exclusive on the use of such New Logo on apparel product except that UNIVERSITY may permit its replica jersey licensee, if any, to use the New Logo on replica jerseys during NIKE's 1 -year exclusivity period. After such 1- year exclusivity period has expired , UNIVERSITY shall have the right to license other apparel licensees to use the New Logo. UNIVERSITY shall be the sole owner of all right, title and interest in and to the New Logo and shall be exclusively

NIKE/ASU Trademark 7

responsible for all trademark/copyright registration and maintenance expenses in connection with the New Logo. (b) NIKE recognizes the value of the UNIVERSITY Marks and acknowledges that the Marks and the goodwill attached thereto belong to UNIVERSITY and that nothing in this Agreement serves to assign , convey or transfer to NIKE any right , title or interest in or to the UNIVERSITY Marks. (c) UNIVERSITY recognizes the value of the NIKE Marks and acknowledges that the Marks and the goodwill attached thereto belongs to NIKE and that nothing in this Agreement serves to assign , convey or transfer to UNIVERSITY any rights , title or interest in or to the NIKE Marks. 10. NIKE EXTENSION OPTION, RIGHTS OF FIRST DEALING & FIRST REFUSAL. (a) NIKE shall have the option , in its discretion, to extend this Agreement for an additional period of one (1) Contract Year (and provided it is extended simultaneously with the extension of the Sponsorship Agreement), upon the same terms as apply with respect to the Initial Term (except that annual consideration shall be as set forth in Paragraph , exercisable upon written notice of its election furnished to UNIVERSITY by no later than July 1, 2013. (b) At NIKE's request, UNIVERSITY shall negotiate with NIKE in good faith with respect to the terms of a renewal of this Agreement. The parties shall not be obligated to enter into an agreement if they cannot settle on mutually satisfactory terms. Prior to twelve (12) months before the expiration of the term (i.e., July 1, 2013 , or July 1, 2014 if the extension option has been exercised , each an "Exclusive Negotiating End Date"), UNIVERSITY shall not (nor shall UNIVERSITY permit its agents , attorneys or representatives to) engage in discussions or negotiations with any third party regarding product supply with respect to any Products, or sponsorship of any Intercollegiate Athletic Program (or similar supply or promotional arrangement) with respect to any Products after the Term ("Product Supply/Endorsement").

(c) During the Term and for a period of ninety (90) days thereafter, NIKE shall have the right of first refusal for Product Supply /Endorsement, as follows. If UNIVERSITY receives any bona fide third party offer at any time on or after the Exclusive Negotiating End Date with respect to any Product Supply/Endorsement, UNIVERSITY shall submit to NIKE in writing the specific terms of such bona fide third party offer. NIKE shall have fifteen (15) business days from the date of its receipt of such third party offer to notify UNIVERSITY in writing if it will enter into a new contract with UNIVERSITY on terms no less favorable to UNIVERSITY than the material, measurable and matchable terms of such third party offer. If NIKE so notifies UNIVERSITY within such 15-day period , UNIVERSITY shall enter into a contract with NIKE on the terms of NIKE's offer . If NIKE fails or declines to better the material, measurable and matchable terms of such third party offer within such 15-day period , UNIVERSITY may thereafter consummate an agreement with such third party on the terms of the offer made to UNIVERSITY . Prior to the Exclusive Negotiating End Date, UNIVERSITY shall not solicit, consider or present to NIKE, and NIKE shall not be obligated to respond to, any third party offer for any Product Supply/Endorsement. 11. RIGHTS FOR NEW PRODUCTS. From time-to-time during the term of this Agreement, NIKE may add to its Products line

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one or more items of sports equipment. If at any time during the Term NIKE shall have a bona fide intention to expand its Products line by adding any such item(s), then NIKE shall use best efforts to give UNIVERSITY one hundred twenty (120) days advance written notice of the particular item(s) then in development by NIKE. When such new product is available, NIKE shall supply UNIVERSITY, free of cost, a reasonable supply of such product for use in practice and other appropriate field-testing opportunities. If UNIVERSITY has not already entered into or substantially negotiated a product supply agreement with a third party for the same product once such item is commercially available from NIKE, then subject to the approval of the Athletic Department as to the quality, performance and appropriateness of such product, and further subject to such product meeting all applicable NCAA equipment specifications, such item(s) shall thereafter be deemed to be included in "Products" as defined in Paragraph 1(n) above and "NIKE Products" as defined in Paragraph 1(q) above. Such items shall also, thereafter, be covered in all pertinent respects by the terms hereof, subject to limitations on UNIVERSITY's use of such Products arising in pre-existing or other supply agreements with third parties. NIKE shall supply UNIVERSITY, free of charge, with sufficient additional complimentary quantities for such purpose to be mutually agreed upon by the parties, including quantities equal to or greater than the quantities of any comparable item(s) which UNIVERSITY, Team members, Coaches and/or Staff members, are then receiving from a third party, or any greater amount as NIKE and UNIVERSITY shall agree in writing, and UNIVERSITY shall thereupon distribute, as is appropriate, such new item(s) to Team members, Coaches and/or Staff members for use pursuant to the terms of this Agreement, unless UNIVERSITY is contractually or otherwise precluded from doing so. 12. LABOR STANDARDS. NIKE acknowledges and confirms a shared commitment with UNIVERSITY to improving the working conditions in the subcontracted factories engaged to make Arizona State University licensed product sold at retail under license from RLG. Accordingly, NIKE represents and agrees that (i) all retail licensed products bearing the UNIVERSITY Marks shall be manufactured in accordance with the Workplace Code of Conduct of the Fair Labor Association (the "FLA Code"), attached hereto as Exhibit B; (ii) all NIKE subcontracted factories used in connection with the manufacture of such licensed product, as well as apparel bearing UNIVERSITY Marks that is supplied to UNIVERSITY hereunder for Intercollegiate Athletic Program use ("Special Make-up Apparel"), shall be disclosed to UNIVERSITY and subject to NIKE internal, and independent external, systematic monitoring in accordance with the workplace standards and guidelines of the Fair Labor Association ("FLA"); (iii) NIKE shall address non-compliance with, as applicable, the FLA Code or FLA standards in an effective and timely manner; and (iv) NIKE shall furnish to UNIVERSITY on an annual basis summary reports with respect to the implementation and enforcement of the FLA Code, and the monitoring of factories where UNIVERSITY licensed product and/or Special Make-up Apparel is manufactured.

13. RIGHT OF TERMINATION BY UNIVERSITY. UNIVERSITY shall have the right to terminate this Agreement immediately upon written notice to NIKE at any time without further obligation if: (a) The Arizona Legislature fails to appropriate whatever funds may be necessary, if any, to fulfill UNIVERSITY' s obligations under this Agreement . However, UNIVERSITY's right to terminate under this sub-paragraph shall be limited to termination of NIKE's rights only with respect to the unfunded program or obligation;

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(b) NIKE is adjudicated insolvent, ceases to substantially do business or declares bankruptcy; (c) NIKE fails to make payment to UNIVERSITY of any sum due pursuant to this Agreement within thirty (30) days following NIKE's receipt of written notice from UNIVERSITY that such payment is past due; (d) NIKE materially breaches this Agreement, which breach NIKE fails to cure within thirty (30) days of NIKE's receipt of written notice from UNIVERSITY specifying such breach, or (e) NIKE shall be in material breach of the FLA Code, as determined by a mutually agreeable independent monitor, which breach NIKE fails to cure within thirty (30) days (if curable within a 30-day period) following NIKE's receipt of written notice from UNIVERSITY specifying such breach. If for logistical or other reasons, it is impossible for NIKE to completely cure a particular condition within thirty (30) days, UNIVERSITY shall afford NIKE a mutually agreeable commercially reasonable period of time to achieve complete cure. For purposes of this subparagraph only, "in material breach" shall mean recurring material code violations by a contractor that NIKE has, despite knowledge of a contractor's recurring violations, failed to remedy. 14. RIGHT OF TERMINATION BY NIKE. (a) NIKE shall have the right to terminate this Agreement immediately upon written notice to UNIVERSITY if: (1) Any Flagship Program is placed on NCAA probation resulting in a ban on post- season competition for longer than one playing season or any ban on television appearances, or UNIVERSITY ceases for any reason to field a Division I team in any of the Flagship Programs, or UNIVERSITY exercises its termination right under Paragraph 13(a) above; (2) Members of any Team fail to wear or use NIKE Products during practices, games, exhibitions, clinics, sports camps or other occasions during which Team members wear or use Products, or wear NIKE Products altered, spatted or taped, in violation of the provisions of the Sponsorship Agreement between the parties hereto (the "Sponsorship Agreement"); provided, however, that NIKE shall have first provided written notice to UNIVERSITY of any such violation and such violations shall then recur during the same Contract Year; (3) UNIVERSITY, the NCAA, the Conference or any assignee thereof (including any licensing agent or broadcast partner of the foregoing) enacts, adopts or accedes to any regulation, restriction, prohibition or practice that materially deprives NIKE of the promotional benefits and/or product/brand exposure contemplated by this Agreement including, but not limited to, (i) any material diminution of NIKE's logo placement rights (in terms of size, location placement, color prominence and/or number of placements) on Product or Licensed Product, including any total ban on the placement of camera-visible logo identification on Authentic Competition Apparel, (ii) "air brushing" NIKE identification from still photography or footage, or (iii) use of L-VIS technology or other "virtual signage" or electronic/computer imaging technology that alters, substitutes or replaces NIKE's stadium/arena signage appearing in UNIVERSITY's home venues pursuant to this Agreement or the Sponsorship Agreement (including NIKE logo identification that appears on uniforms) with other commercial identification that is seen by home television viewers;

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(4) UNIVERSITY breaches any representation or agreement under Paragraph 24 below or any other material term of this Agreement, which breach UNIVERSITY fails to cure, if curable, within thirty (30) days of NIKE's delivery of written notice to UNIVERSITY of any such breach; or (5) The Sponsorship Agreement is terminated, or the Retail License is terminated or the weighted average royalty rate under the Retail License is increased above ten percent (10). (b) In the event of termination under this Paragraph 14 or Paragraph 13, UNIVERSITY shall not be entitled to any further compensation under this Agreement, except any unpaid Base Compensation and Performance Bonuses earned prior to the effective date of termination, pro-rated (in the case of Base Compensation) over the entire Contract Year and calculated to the effective date of termination, or royalties due, or to be paid, under the Retail License. 15. NIKE POST-TERMINATION RIGHTS. Upon expiration or termination of this Agreement for any reason, NIKE shall have the right to: (a) For a period of ninety (90) days, run any non-cancelable media involving the UNIVERSITY Trademarks or Designations, and exhaust all advertising and promotional materials that were produced and appropriately approved by UNIVERSITY pursuant to this Agreement prior to the effective date of expiration or termination; (b) For a period of ninety (90) days, complete and dispose of any Licensed Products which are on-hand or in-process and fulfill orders received prior to the effective date of expiration or termination, provided royalties thereon are paid and reported in accordance with the Retail License; and (c) Use, in perpetuity, Game Photos or Game Footage solely and exclusively for in- house, non-consumer exhibition for historical, educational or commemorative purposes. 16. RIGHT OF REDUCTION, SET-OFF. (a) UNIVERSITY acknowledges that a principal component of consideration due NIKE includes: (i) the wide-spread national television and other media exposure that the Flagship Programs annually receive, and (ii) the accompanying prominent brand exposure NIKE receives through the placement of the NIKE logo, as it currently appears (in terms of size, location placement, color prominence and/or number of placements), on Authentic Competition Apparel. Accordingly, if in any Contract Year a Flagship Program is banned from television appearances or if, for any reason, NIKE's logo placement rights on Products are diminished (in terms of size, location placement, color prominence and/or number of placements), in lieu of NIKE's exercise of its termination right under Paragraph 14 above, then for such Contract Year NIKE shall have the right to reduce UNIVERSITY's scheduled Base Compensation in accordance with the following: PROGRAM % REDUCTION Football 75% Basketball (M) 75% Basketball (W) 50%

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If NIKE logo placement rights are diminished in a manner other than as enumerated above, NIKE shall have the right to in good faith equitably reduce the scheduled Base Compensation to be paid UNIVERSITY prospectively taking into account the nature and extent of the diminution of rights. (b) UNIVERSITY acknowledges that (i) a principal component of consideration due NIKE includes the wide-spread national television and other media exposure that the NIKE brand receives through the prominent visibility of the NIKE logos that appear on the side (and other locations) of the athletic footwear produced by NIKE, (ii) such continued brand exposure is of the essence of this Agreement , and (iii) a pattern or practice of "spatting" or other unauthorized taping of shoes in any manner so as to cover any portion of the NIKE logo is inconsistent with this Agreement and the expected benefits to be derived from it by NIKE and is a material breach of this Agreement. Accordingly, if the coaching staff shall permit such spatting or taping of NIKE footwear, in lieu of NIKE's exercise of its termination rights under Paragraph 14 above, NIKE shall have the right (in its sole discretion) to reduce UNIVERSITY's annual scheduled Base Compensation (for the contract year in which the breach occurs) in accordance with the reduction scale set forth below . For purposes of this Agreement, a "pattern of spatting" shall deem to exist if during any game three (3) or more "Skill Position" players (i.e., receivers, offensive and defensive backs, and quarterbacks) appear on-field with spatted or taped NIKE footwear; or (ii) any starter at a Skill Position shall appear on-field with spatted or taped NIKE footwear on two (2) or more occasions in any season after NIKE has provided UNIVERSITY with written notice of such unauthorized spatting. % REDUCTION AMOUNT 1St Occurrence 10% of total annual Base Com pensation 2" Occurrence 15% of total annual Base Com pensation 3' Occurrence 25% of total annual Base Compensation Successive reductions shall be cumulative (i.e., three (3) occurrences would result in annual Base Compensation being reduced by a total of 50%). (c) NIKE shall have the right to set-off any amounts owed by UNIVERSITY to NIKE pursuant to this Agreement, or otherwise, against any amounts owed by NIKE to UNIVERSITY. 17. INDEMNIFICATION. (a) NIKE shall defend, indemnify and hold harmless UNIVERSITY , its agents, trustees, directors, officers, employees and agents , and all members of the Teams (collectively, "UNIVERSITY Parties ") from and against all suits, actions , claims, judgments , damages, losses, liabilities, costs and expenses, including reasonable attorney fees , (collectively, "Claims") incurred by any UNIVERSITY Parties arising out of or relating to: (i) NIKE's breach of any material term of this Agreement; or (ii) the acts or omissions of NIKE, or those of its employees and/or agents, provided NIKE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim subject to the approval of the Arizona Attorney General if applicable . In any instance to which the foregoing indemnities pertain , UNIVERSITY Parties shall cooperate fully with and assist NIKE in connection with any such defense subject to limitations in applicable law, and no UNIVERSITY Party shall enter into a settlement of such Claim, unless UNIVERSITY waives its right of indemnification with respect to such UNIVERSITY Party

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hereunder, or admit liability or fault on the part of NIKE without NIKE's prior written approval. (b) NIKE shall , at its expense, obtain and maintain (throughout the Term) product liability insurance providing coverage reasonably satisfactory to UNIVERSITY Parties for any Claims arising out of NIKE 's sale of Licensed Products, or UNIVERSITY's use of Products, and shall include UNIVERSITY as an additional insured. 18. REMEDIES. UNIVERSITY and NIKE agree that, in the event that either party breaches any material term or condition of this Agreement, in addition to any and all other remedies available to the other party at law or in equity, such other party shall be entitled to seek injunctive relief from such further violation of this Agreement , pending litigation as well as on final determination of such litigation, without prejudice to any other right of such other party. 19. NOTICES. All notices, statements and payments provided for herein shall be in writing and deemed given if sent postage prepaid via registered or certified mail, or by express courier service or facsimile with confirmed delivery , to the parties at the addresses given below, or such other addresses as either party may designate to the other . Any written notice shall be deemed to have been given at the time it is sent addressed to the parties as set forth below. It is UNIVERSITY's obligation to notify NIKE of any address change.

NIKE USA, Inc. ARIZONA BOARD OF REGENTS, One Bowerman Drive for and on behalf of Arizona State University Beaverton , OR 97005-6453 Attn: President (Administration Bldg., Rm 201 Attn: Legal Dept., Contracts Admin- PO Box 872203) istrator (if faxed , to 503-646-6926) Athletics Director (Carson Center, PO Box 872505) Office of General Counsel (Administration Bldg., Rm B256, PO Box 872003) Arizona State University Tempe, AZ 85287-2003 20. RELATIONSHIP OF PARTIES. Nothing contained in this Agreement shall be construed as establishing an employer/employee, partnership or joint venture relationship between UNIVERSITY and NIKE. 21. ASSIGNMENT/DELEGATION/PASS THROUGH. This Agreement may not be assigned by either party except upon mutual written agreement. 22. WAIVER. The failure at any time of UNIVERSITY or NIKE to demand strict performance by the other of any of the terms , obligations or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof , and either party may, at any time, demand strict and complete performance by the other party of such terms, obligations and conditions. 23. SEVERABILITY. Every provision of this Agreement is severable. If any term or provision hereof is held to

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be illegal , invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall not affect the validity of the remainder of this Agreement or any other provision and the illegal, invalid or unenforceable provision shall be deemed by the parties as replaced by such substitute provision as shall be agreed between the parties, in such form and substance as shall be legally valid, and as shall accomplish as near as possible the purpose and intent of the invalidated provision. 24. ADDITIONAL REPRESENTATIONS. (a) UNIVERSITY represents and agrees that: (1) In accordance with this Agreement , it shall cause all Coaches , Staff and Team members to use/wear NIKE Product (with NIKE trademarks camera -visible as they customarily appear on such product) that has been actually supplied to UNIVERSITY. (2) To the best of UNIVERSITY 's knowledge, no Agreement , contract, understanding or rule of any national , international or collegiate governing body exists which would prevent or limit performance of any of the obligations of UNIVERSITY hereunder. (3) Other than NIKE's logo or other identification, UNIVERSITY shall not permit camera-visible manufacturer or brand identification (which , for purposes of this provision, include product that is distinctive by design) on any Product for Outfitted Programs and, in the case of Footwear Programs , Footwear worn/used by any Team, Coach or Staff. (4) Upon execution of this Agreement , it shall not distribute any eyewear, other than that which has been supplied by NIKE, to Coaches , Staff or members of any Intercollegiate Athletic Program. (5) Unless inconsistent with NCAA policy , it shall not distribute any camera-visible non-NIKE manufacturer/brand-identified Celebration Apparel to Team members, Coaches or Staff for their post -game wear immediately following the end of the championship game (e.g., during court-side/on -field spontaneous celebration , or locker room celebration ), or distribute any such manufacturer/brand-identified product to Team members , Coaches or Staff at any UNIVERSITY organized celebration event (e.g., victory rally or parade, or award presentation). (6) Neither UNIVERSITY nor any Coach nor Staff member is party to any oral or written agreement, contract or understanding which would prevent , limit or hinder the performance of any obligations hereunder of UNIVERSITY, Coaches or Staff . UNIVERSITY further represents and agrees that during the Term UNIVERSITY will not: (i) Sponsor, endorse or allow any Coach or Staff member of any Outfitted Program to sponsor or endorse Products , or allow any Coach or Staff member of any Footwear Program to sponsor or endorse Footwear, sold by any manufacturer or seller of Products other than NIKE; (ii) Enter into, or allow any Coach or Staff member of any Outfitted Program to enter into, any endorsement , promotional, consulting or similar agreement (including the sale of signage or other media) with any party other than NIKE that is a manufacturer or seller of Product (except that an agreement may be entered into with a party that is only incidentally

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engaged in the manufacture or sale of t-shirts and headwear Products, an "incidental manufacturer"), or allow any Coach or Staff member of any Footwear Program to enter into any such Agreement with any person or entity other than NIKE that manufactures , sells, licenses or is brand- identified to Footwear.); (iii) Sell to any person or entity Products supplied (or sold) hereunder by NIKE or any other third party; (iv) Permit the trade name, trademark, name, logo or any other identification of any party other than NIKE that is a manufacturer or seller of Products (except for that of an incidental manufacturer) to appear on signage controlled by UNIVERSITY; or (v) Permit Athletic Department executive administration , Coaches or Staff to, while acting in a capacity as a University representative , take any action inconsistent with this Agreement. (7) Consistent with each Coach' s employment obligation to UNIVERSITY, UNIVERSITY shall facilitate each Coach's performance under the Sponsorship Agreement. (8) It has the full legal right and authority to enter into and fully perform this Agreement in accordance with its terms and to grant to NIKE all the rights granted herein. (b) NIKE represents and agrees that: (1) It will use best efforts to cure any non -material breach within a commercially reasonable period; and (2) It has the full legal right and authority to enter into and fully perform this Agreement in accordance with its terms and to grant to UNIVERSITY all the rights granted herein. 25. CONFIDENTIALITY. UNIVERSITY shall not (nor shall it permit or cause its employees, agents or representatives to) disclose the financial or other material terms of this Agreement, the marketing plans of NIKE , or other confidential material or information disclosed to UNIVERSITY (including information disclosed during audit), to any third party except as UNIVERSITY deems consistent with applicable law, including but not limited to the Arizona Public Records statutes . [Effective January 16, 2002.] 26. CAPTIONS. Paragraph captions and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe , interpret, define or limit the scope, extent or intent of the Agreement or any provision hereof. 27. TAXES. The parties agree that any taxes or other levies assessed or charged will be born by the party assessed or charged . UNIVERSITY makes no representations regarding the tax ramifications of NIKE's provision of Products pursuant to this Agreement , and NIKE enters this agreement on reliance only upon the advice of its own counsel. 28. ARBITRATION.

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The parties agree that should a dispute arise between them in any manner concerning this Agreement, and the dispute involves Fifty Thousand Dollars ($50,000) or less in money damages including interest, costs or attorneys' fees, the parties will submit the matter to Arbitration in Maricopa County, Arizona, pursuant to the Arizona Supreme Court Rules for Compulsory Arbitration, except that the decision of the arbitrator shall be final and binding upon the parties, and the arbitrator's total award may not exceed Fifty Thousand Dollars ($50,000). 29. CONFLICT OF INTEREST. This Agreement is subject to the provisions of A.R.S. 38-511 and the State of Arizona may cancel this Agreement if any person significantly involved in negotiating, drafting, securing or obtaining this Agreement for or on behalf of the Arizona Board of Regents becomes an employee in any capacity of NIKE or a consultant to NIKE (other than "Coaches" as defined in Paragraph 1(i) above) with reference to the subject matter of this Agreement while the Agreement is in effect. 30. DISCRIMINATION. The parties agree to be bound by applicable state and federal rules governing Equal Employment Opportunity and Non-Discrimination. 31. ENTIRE CONTRACT. As of the effective date hereof, this Agreement shall constitute the entire understanding between UNIVERSITY and NIKE and may not be altered or modified except by a written agreement, signed by both parties. Any previous agreements between UNIVERSITY and NIKE shall have no further force or effect. The Arizon and of Regents, on NIKE USA, Inc. behalf of r' o State University

ohn F. RiVy,C.RM.

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

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EXHIBIT A Pre-existing Contracts

PROGRAM SUPPLIED SPONSOR NAME CONTRACT PRODUCT EXPIRATION Baseball Uniforms, Catcher's Wilson Ongoing Gear, Batting Helmets, Bats, Gloves, Balls, Wristbands, Bags Volleyball Volleyballs Molten Ongoing

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EXHIBIT B WORKPLACE CODE OF CONDUCT Forced Labor There shall not be any use of forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise. Child Labor No person shall be employed at an age younger than 15 (or 14 where the law of the country of manufacture* allows) or younger than the age for completing compulsory education in the country of manufacture where such age is higher than 15. Harassment or Abuse Every employee shall be treated with respect and dignity. No employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse. Nondiscrimination No person shall be subject to any discrimination in employment, including hiring, salary, benefits, advancement, discipline, termination or retirement, on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin. Health and Safety Employers shall provide a safe and healthy working environment to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of employer facilities. Freedom of Association and Collective Bargaining Employers shall recognize and respect the right of employees to freedom of association and collective bargaining. Wages and Benefits Employers recognize that wages are essential to meeting employees' basic needs. Employers shall pay employees, as a floor, at least the minimum wage required by local law or the prevailing industry wage, whichever is higher, and shall provide legally mandated benefits. Hours of Work Except in extraordinary business circumstances, employees shall (i) not be required to work more than the lesser of (a) 48 hours per week and 12 hours overtime or (b) the limits on regular and overtime hours allowed by the law of the country of manufacture or, where the laws of such country do not limit the hours of work, the regular work week in such country plus 12 hours overtime and (ii) be entitled to at least one day off in every seven day period. Overtime Compensation In addition to their compensation for regular hours of work, employees shall be compensated for overtime hours at such premium rate as is legally required in the country of manufacture or, in those countries where such laws do not exist, at a rate at least equal to their regular hourly compensation rate.

*All references to local law throughout this Code shall include regulations implemented in accordance with applicable local law. Fair Labor Association - 1505 22nd Street, NW - Washington, DC 20037

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Workplace Code NIKE Rider 1

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

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Workplace Code NIKE Rider 2 Women's Rights 1. Women workers will receive equal remuneration, including benefits, equal treatment, equal evaluation of the quality of their work, and equal opportunity to fill all positions as male workers. 2. Pregnancy tests will not be a condition of employment, nor will they be demanded of employees. 3. Workers who take maternity leave will not face dismissal nor threat of dismissal, loss of seniority or deduction of wages, and will be able to return to their former employment at the same rate of pay and benefits. 4. Workers will not be forced or pressured to use contraception. 5. Workers will not be exposed to hazards, including glues and solvents, that may endanger their safety, including their reproductive health. 6. Licensees shall provide appropriate services and accommodations to women workers in connection with pregnancy.

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