Learfield Multimedia Contract Only-No Exhibits (Fully Executed)
Learfield Multimedia Contract Only-No Exhibits (Fully Executed)
This Multi-Media Rights Agreement ("Agreement") is made and entered into by and
between HAWKEYE SPORTS PROPERTIES, LLC, a single member limited liability company
B-ACKGROUND TO AGREEMENT
A. The University issued its Request for Proposal Number 11215 for multimedia
marketing rights for the Department of Intercollegiate Athletics on October 12, 2005
Appendix A.
B. Learfield submitted its response to the RFP including the December 7, 2005 Best and
was subsequently awarded the rights granted under the RFP by the University, such
Appendix B.
C. This Agreement ,is intended to set forth the specific rights, duties, responsibilities and
obligations of Leartield and University with respect to the rights granted under the
RFP.
E. For purposes of this Agreement, the term "Multi-Media Rights" shall mean all
encompassing rights available in the RFP and those identified and agreed upon in the
future for marketing purposes including, but not limited to, live and taped radio
broadcasts of games. World Wide Web broadcasts of games, satellite radio Srcadcasts
of games, live and taped television coverage of games, radio and television shows
Partner" programs. which shaIi include. but not be limited to. s i g a g e (permanent and
athletic terns, programs and events as well as any future technological advancements
sponsorships. souvenir game programs. and any and all materials produced by the
contained herein and the foregoing background, University and Lcariield (individually the
AGREEJIENT
Date") and shalI continue untit June 30. 3016 unless othenvise terminated as provided herein
("Term"). Each year of the .Agreement shall commence on July 1. and end on June 30. Upon
execution of this Agreement. Learfield shall make a payment to the L'niversity in the amount of
Y250,000 ("Contract Signing Bonus"). University shall use the Contract 'signing Bonus to
purchase and install six (6) Pro Tables in Carver-Hawkeye Arena. On or before July 1, 201 1,
Learfield shall make a payment to the University in the amount of $123,000 ("Second conkact
Signing Bonus"). On or before the end of the eighth year of this Agreement. University may
agree to negotiate in good faith wit!! Learfreld in order to anive at mutua!ly tigeeable terms for
1.2 Mutual Cooperation. Throughout the Term of the Agreement it is the Parties'
intention to cooperate to maximize the opportunities that will foster growth in both the amounts
and the potential sources of revenue under this Agreement. To that end, the Parties, including
University's Athletic Director will meet, as they mutually agree is necessary, to discuss the rights
and inventory granted to Learfield and any unexpected issues arising there fiom to arrive at
LLC kvill attend regularly sch5duled University Athletic Department Senior Staff meetings as
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requested and will meet each month with University's Athletic Director or his designee at times
mutually agreeable to the Parties. In addition. University will use reasonable efforts to clearly
and concisely define for Lniversity's staff the specific roles and responsibilities which Learfield
will undertake with Lniversity's Athletic Department. Leartield will keep University informed
on a regular basis andlor upon request by University of its sales and marketing plans as well as
ri&ts ranted to Learfield. it is agreed that from time to time opportunities for additional Multi-
Media Rights may arise or be created that might not have been contemplated or specifically
either Party shall notify the other Party of such Additional Rights whereupon such Additional
Rights, upon mutual written agreement, shall become part of the Multi-Media Rights granted by
University to Learfield under this Agreement; provided, however, the written agreement of
University shall only be required in those pwticular i~stanceswhen the nature of th,e Additions!
Upon C'niversity prior approval, any such additional net collected revenue from these Additional
Ri$ts will be added to the Adjusted Gross Revenue ("AGR'') which is hereby and throughout.
this Agreement defined as Gross Revenue less documented agency commissions, direct client
fulfillment expenses and ticket costs. The Parties hereto expressly agree that any and all revenue
Agreement is included in the calculation of AGR unless such revenue is expressly excluded from
subject to any restrictions and modifications set forth by this Agreement? the rights to make live
athletic events. The term "radio broadcast" refers to the audio description of an intercollegiate
athletics event involt,ing an athletic team tiom the University regardless of the source of the
audio or distribution methods utilized. e.g. traditional radio. World Wide Web. satellite radio, 1-
900 telephone senice or an? other current or future.technology. All of such brcadcast rights
shall be exclusive ti> Leartield and shall also include any game or games selected for
broadcasting by any local, regional or national radio network, subject. however to any contracts,
commitments or any rules governing University as a result of its affiliation with the Big Ten
Conference or the Kational Collegiate Athletic Association ('-XCAA") which could limit such
exclusivity. The University represents that it has provided to Learfrdd. prior to execution of this
Agreement, copies of all such current contracts. rules and regulations. University acknowledges
Learfield's revenue. Accordingly, University will use its Best Efforts to secure such rights for
Learfield and if such rights are not available to Learfield, then University shall negotiate in good
faith with Leartield for a fair and equitable reduction in Leartield's guaranteed rights during the
time the rights are unavailable. In the event a University team participates in a football or
basketball event arranged by a third party, including, but not limited to, a basketball -"Classic"
event. a Big Ten Conference basketball tournament or football championship game, University
cvill use its Best Efforts to secure. as part of its agreement with such third party. Learfield's right
to broadcast such event in the State of Iowa. Rights to these specified games are exclusive of all
other individual and independent networks except those officially designated as origination
stations or networks by radio stations considered by L'niversity as part of the radio network
hllolving the opposing team involved in the game being broadcast. Notwithstanding the
e.uclus~~.e
rights granted to Leartield under this Section 2.1. the University reserves the r i a t for
lts mvn. non-commercial radio station to originate broadcasts of any and all University athletic
carry pmgamrnin~.to include all intercollegiate athletic events. as technically possible and at
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the option of the affiliates. throughout Iowa and into other states. Leartield wil! use every effort
to provide fill and complete coverage in the State of Iowa, with particular emphasis on the lowa
City, Des Moines, Cedar Rapids, DavenportlQuad Cities, Omaha, Ottumwa, Mason City and
Sioux City markets, particularly as it relates to program clearance for football, men's basketball
and women's basketball. Learfield shall make Best Efforts to assure such coverage is equal to or
greater than the coverage provided under the current Exclusive Broadcasting Agreement between
the University and Learfield whch expires at the end of the 2005 - 2006 athletic year ("Prior
Agreement") and shall make Best Efforts to assure coverage is equal to or greater than the
coverage provided in the prior year of each contract year. A schedule of the initial coverage is
attached hereto as Schedule 2.2. For each year of this Agreement, Learfield shall provide to the
On-Air Talent. Learfield will employ, at its own expense, any and all personnel
Learfield deems necessary to conduct broadcasts covered by the Agreement. Final selection of
all air talent for ail games. including, but not limited to pre-game. post-game. coaches' shows
and other events to be broadcast must hate the prior approval of University which approval will
not be unreasonably withheld: provided. however, each member of the on-air talent which
2.4 Programming. At the sole cost and expense of Leartield. Leartield shall
quality at least commensurate to the quality of broadcasts histofically provided under the Prior
Football and Men's Basketball Games. Leartield will provide live broadcasts of
each (i) pre-season, regular-season, conference championship and bowl p i n e s for
University football, ..,vhich. shall include the spring football event: and (ii) each
broadcast shall include pre-game and post-game shows with.live or taped, as available,
game and post-game show should be; at a rninirnux~,nicety (90) minutes sixty (60)
minutes, respectively, for football broadcasts. Each pre-game and post-game show
should, at a minimum, be thirty (30) minutes for men's basketball broadcasts. Learfield
shall pay for and provide for a play-by-play announcer. a color commentator, a producer.
and pay all costs associated with the operation and production of the Network.
distribute (i) each pre-season, regular-season and post-season women's basketball game;
and (ii) shall use reasonable efforts to broadcast each women's basketball exhibition
game. At a minimum. a selected station (currently KKIC) or stations shall provide live
Leartield shall make said games available to Network affiliates (including WHO/Des
bloines), unless said broadcasts conilict with broadcasts of University football and/or
basketball games. to include. at a minimum. a tifteen (15) minute pre-game show and a
fifteen (15) minute post-game which shall include either live or taped, coaches'
for all costs associated ~viththe operation and production of the Network.
C. Wrestling. Baseball. Vollevball and Softball Games. Learfield shall broadcast
games. Learfield shall be responsible for a minimum of one local station airing the
number of matches or games equal to the historical average under the Prior Agreement.
D. Other Lntercolle&ate Sports. The Parties expressly agree that Learfield has been
granted the exclusive broadcast rights for any and all additional University intercollegiate
E. Coaches' Radio Shows. Learfield shall produce, sell and commercially distribute
a weekly coaches' radio show for football, men's basketball and women's basketball and
make all shows available to Network affiliates. Learfield will produce and clear twenty-
seven (27) football and men's basketball weekly coaches' shows that will be ninety (90)
minutes in length. Learfield will also produce and clear fifteen (15) women's basketball
coaches' shows that will be sixty (60) minutes in length. University will make available
and provide the serc-ioes of the head coaches of each such coaches' show. Learfield will
assume any and all responsibility for compensating the coaches for such 'services at the
University shall require coaches to be in attendance at each show agreed to under such
contracts. provided the time commitments undertaken by each such coach is consistent
~viththe coach's prima? coaching responsibilities. Vpor, the University's prior approval,
the coaches' shows may be broadcast with the coach participating by telephone in certain
University shall make Best Et'forts to provide such head coaches shows'live. In this
regard, it is agreed that a period of time which is sufficient for the production of the radio
show will not unduly interfere with a coach's primary responsibility to ~niversity.
Learfield shall have a first option to produce and broadcast coaches' shows for all
other intercollegiate teams. Upon exercise of that option, the terms of thls Agreement
shall govern the respective rights and obligations of the Parties to the extent applicable,
as for m y other sports. All of said coaches' shows shall be broadcast live. If not
exercised, University, upon notifyrng Learfield, shall be free to contract with any other
party upon any terms it may obtain for the right to broadcast such shows and keep all
revenue associated therewith. Learfield shall noti& University at least ninety (90) days
prior to the commencement of any season whether it intends to broadcast coaches' shows
for any sport in addition to football, men's and women's basketball. Upon prior written
approval of the University, Learfield may sell a specific placement of any or all of the
campus or off-campus 'location and University will make the coach available at such
location.
F. Athletic Internet Site. University hereby grants to Learfield the exclusive rights
to all revenue generating opportunities which now exist on the University's Official
rights to sell adcertls~ngand sponsorships in the form of company logos and messages on
University's 0.4s. direct internet access to other websites if such sponsorships are pre-
approved blj Lrniversity and not in conflict with Crniversity's policies and procedures.
Lrnlversity ageements for sale of Official Licensed Products. or its agreements with any
of its corporate partners. or its World Wide Web partner, College Sports Television
Online. For any additional opportunities which may exist 'in the future on the OAS,
including, but not limited to, audio and video streaming, premium content and other
revenue opportunities connected with the OAS, Learfield shall be granted such rights
upon Lyniversity prior approval which shall not be unreasonably withheld. AII resulting
revenue derived by Learfield shall be added into the calculation of AGR. Learfield will
lead the process, in cooperation with University, for selection of an outsource provider of
services to the OAS which will be mutually agreed upon prior to the selection.
Gniversity shall have primary control over design and content of the OAS in consultation
with Learfield. Learfield acknowledges that CSTV presently has a contract with
which contract will expire at the end of the first year of this Agreement ("Existing
Internet Contract"). Learfield will work under the Existing Internet Contract and prior to
the expiration of the Existing Intemet Contract. University will work with Learfield to
determine the best plan for fulfillment of these OAS rights which may include the
selection of an outsource provider for the 0.4s to provide services to the OAS after the
expiration of the Existing Internet Contract. University acknowIedges and agrees that it
G. Network .r\Biliate Time. During each year of the Term of this Agreement.
ordm to provide University with prometionid benefits from any or all of the following
sources: Hawkeye broadcast inventory. at'fiiiate promotional inventory (radio andior
Sources"). Leariield will meet with University to mutually agree upon the specific
Promotion Sources to be used by University each year in order to fulfill the Promotional
Amount, it being understood and acknowledged however by University that not all
categories comprising the Promotion Sources will be available each year because of prior
contracts with its affiliate stations may not allow for the time necessary to broadcast a
further acknowledges and agrees that the broadcasting of the games and associated
programming are the top priority and as such shall take precedence over any University
in this Section 2.4G to the contrary. University acknowledges and agrees that the
broadcast of the games and the associated programming ("Priority Matters") are the top
priority for the Network and therefore the Priority Matters shall take precedence over any
scheduling conflicts which arise between the Priority Events and the University
at the time it was originally scheduled or cannot be aired at ali during any given week.
Leartield will not be in breach of this Section 2.4 C. L;niversity wiil use the Liniversity
i4nnouncements for the promotion of the University institutional initiatives or ticket sales
and not the promotion of any advertisers or other products. Cniversity will provide the
scripts or recorded materials to Learfizld for distribution to the Network at least seven (7)
days prior to the time of broadcast.
requirements, including, but not limited to, digital quality. which are necessary to
adequately broadcast events and coaches' shows. Such technical requirements will be
subject to the prior approval of University which approval will not be unreasonably
withheld.
I. Web Cast. Leartield agrees to make all programming produced for live broadcast
on radio available to the University for distribution via the University's world wide web
site when such rights are pemissible andlor the University desires such distribution.
programming that is available exclusively via the University's World Wide Web site.
2.5 Satellite Radio Rights and Additional Broadcast Rights. During the Term of
this Agreement. Learfield shall use reasonable efforts to secure satellite radio rights, at no charge
to University. Leartield shall be entitled to all rights fees relative thereto. Notwithstanding
anything contained in Section 2.1 through 2.4 to the contrary, it is agreed that from time to time
forms or methods of additional distribution rights may arise or be created that might not have
been contemplated or specitically mentioned in this Agreement, and these rights shall be
subsequently included in the rights granted to Ledield, and the revenue from such rights shall
be added to the AGR. It is understood, however, that discussion and University consent shall be
only required for substantial new rights and not necessary for additional usage of additional
rights that are materially the same as what is outlined in this Agreement.
2.6 Coaches' Television Shdws. Learfield shall have the exclusive rights to
broadcast and sell advertising in weeay ~ h ' television
s shows.
Ledield mi - sell a specific placement o.f the sho kt a location to be determined bj earfield.
such as a local restaurant, subject to the prior reasonable consent of University and the respective
coaches. Should Learheld desue to place the snol utside the Iowa City area, such change will
be mutually agreed upon by Learfield and University. University shall require coaches to be in
attendance at each show agreed to under such contracts, provided the time commitments
undertaken by each such coach is consistent with the coach's primary coaching responsibilities.
Coaches will be encouraged but shall not be required to attend coaches' shows in person 11 tne
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.-< show is broadcast from outside the Iowa City area. In this regard, it is agreed that a period of
time which is sufficient for the ~roductionof a thirty-minute weekly coaches' television sho
2.7 ier Television Rights. Leartield shall, at its option, have the exclusive rights
Cniversity's existing agreements, the Birr Ten Conference or the NCAA ("Other Televisi6n
Opportunities"). ~ u i hOther Television Opportunities include, but are not limited to, football
bowl preciew shows lice from the bowl site, a video season ticket pod cast, football replays, a
video magazine show and live and/or deiayed broadcasts of games that may be made available to
the University from the Big Ten. Leafieid will retain all revenue generated from such Qther
Television Opportunities and such revenue will be part of AGR. The Parti agree .t the
production of television shows and/or television features which were proposed by Learfield as
outlined in Appendix B are discretionary, not mandatory contractual obligations by Learfield. If
the 'University becomes aware of a Television Opportunity, University shall notify Learfield at
whch time Learfield agrees to conduct a good faith analysis of such Television Opportunity.
coaches to cooperate with Learfield should Leafield need to obtain an endorsement that is
beneficial in maximizing the income from the rights granted under this Agreement; nevertheless,
Learfield acknowledges that coaches shall not be required to endorse a particular product.
Except as set forth herein, University will encourage its coaches to cooperate with Learfield to
accommodate reasonable requests of Ledield for its sponsors (such as special appearances,
role under this Agreement in order that the coaches are aware that their participation with
importance to Learfield's ability to maximize its advertising and sponsorship opportunities under
this Ageement. The specific terms and conditions of a coaches' responsibilities under this
Section 2.8 shall be set forth in the agreements to be negotiated and signed between the coaches,
Leariield, and the University. following approval by the University's Athletic Director.
2.9 Video/DVD Rights. Learfield shall. at the instruction of the University, produce
a season ending highlight VideoIDVD for sale to the general public and assume all costs
associated with the production and sale of said Video/DVD after the Parties first jointly
determine which season is worthy of a post-season video for resale and the selection. if any, of a
subcontractor to be engaged in the production of said VideoIDVD. The Parties hereto agree that
any and all of the net revenue generated by Learfield for such Video;DVD shall be considered
part of the AGR. Learf5eld shall provide the University at no additional cost the followi?g
number of copies of such VideoiDVD which the University expressly agrees they will not sell:
2.10.1 Football. Learfield shall have the exclusive right to sell advertising space
in football game programs (or similar game day publications) beginning with the 2006 football
season (or the 2007 football season if the University's agreement with its current Vendor is
extended to the 2006 football season) for all hame games played by University and those
designated as home games although played on a neutral site, during its regular season.
2.10.2 All Other Intercollegiate Soorts. Learfield shall have the exclusive right to
sell advertising space in game progams (or similar game day publications) for all home games
played by University and those designated as home games although played on a neutral site
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approval of any proposed design and will provide editorial omtat. The quality and quantity of
said souvenir event progams wul not be less than what has been mstorically produced on a per-
game basis by or for the Li'niversity. University retains final decision-making on all content of all
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souvenir event programs, but not advertising except as described in subsection 2.12.5 and
. .. .- Appendix C. University shall be responsible for supplying Learfield with event program content
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at a time and in a format mutually agreed to by Learfield, University and the printer designated
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. i by Learfield. Learfield will use its Best Efforts to continue the University's relationship with its
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current Vendor. When Leufield assumes responsibility for souvenir event programs in the sport
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of football.
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will provide th Jniversity with a mutually agreeable number of?complimentary programs in the
sports of rr ' ' women's baskem wrestling. Ln addition to the revenue genefated
from the spl- of advertising in all souvenir event programs. Learfield will retain all revenue
generated through the retail saIe of all souvenir event programs. The Parties hereto agree that all
2.11 Advertising Signage. University grants Learfield the exclusive rights to sell
advertising on the existing permanent signage (electronic) in all University venues, including,
but not limited to. Qnnick Stadium and Carver-Hawkeve Arena. and further m t s to Learfield
the exclusive rights to sell advertising on any temporar~ ,page as mutually agreed, in all other
Linivsrsity athletic venues. Any and all revenue generated from existing or temporary signage
shall be added to the AGR. The foregoing notwithstanding, University reserves the non-
commercial rights to utilize signage (electronic or otherwise) for reasonable periods of time to be
mutually agreed upon in good faith for pre-game, half-time. quarter breaks, game time-outs or
specific athletic venue advertising signage rights granted by University to Learfield under this
Agreement ("Venue Signage Items"). Each of the Venue Signage Items set forth below in bold
face type is hereby approved by University for use by Leafield. The rights to the Venue
Signage Items whch are set forth below in italics shall be exclusive to Learfield; however, the
Parties agree that before Learfield can exercise such rights, Learfield must obtain University's
approval, which approval shall not be unreasonably withheld, as to the style and display of such
Temporary signage for events as approved by University which approval will not be
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unreasonably withheld
Concourse displays
;Coaches' headsets
i Temporary logo rights on the field. Learfield shall be responsible for all expenses
relative to said logo rights on the field.
> Plastic souvenir cups and concession (food) containers subject to the approval of
> Football Goal Post pad signage ( ~ a l l o h e dby the Big 10 Conference)
> C G Holders
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> Any scorer's table, press row or baseline table advertising panels (rotational or
static)
r Basketball goal post padding--Bottom section only of each of the two baskets used
on game daysinights. Logo shall be black ink on yellow background. Leariield shall
r Ternpora~pla~ings~iqacelogo opportrrnities
;Shor clock ah.t7rtising panels
Static signnge upport~lniriesthat either currently exist or which mav be added by mutual
agreement cvith Uni~.ersity in and nrozrnd concession areas, facilit;~. entries/exits.
9 LED displays
r Static signage opportunities that either currently exist or which may be added by
mutual agreement with University and around concession areas, facility
Announcements.. University gants Learfield the exclusive rights to secure sponsors for
videoboards including?but not limited to, out of town scores, trivia, statistics, features, segments,
replays. commercial logo branded messages, contests, birthday anb'or fan greetings. University
will provide Learfielci and its advertisers the necessary production and execution support needed
-for such announcements =d messages at no cost to Leafield. commensurate with the historic
-levels of production costs and execution support. Either Learfield or its advertisers shall be
Videoboards. Leafield shall be responsible for all costs and expenses relative to any copy or art
chanpes or replacement of exinins sinage, including, but not limited to, the identification of
new sponsors or the repair or upgrade of existing sponsor signage. University will be
responsible for the maintenance of the existins permanent signage and equipment, including the
videoboards. rotating s i y a g e and static signage. University will guarantee that all such signage
~t.111 be fully functional and operational, and will promptly make any necessary repairs.
Yotwithstanding the foregoing. Learfield shall be responsible. at its sole cost and expense, for
2.1 1.4 Future \-enue Item Installation and Rihts. It is understood ar:
acknowledged that from time to time University andsor Learfield may wish to assume the costs
to install substantial new items or upgrade existing items (such as scoreboards. signage,
technological improvements, etc.) which are capable of adding to the inventory available under
h s Agreement or enhancing the existing inventory ("New Inventory Items7'). The Parties
expressly agree that the University must provide prior final approval for any and all New
Inventory Items. Title to any and all New Inventory Items shall be in the name of the University
who shall assume any and all maintenance costs. Learfield shall have the exclusive rights to sell
advertising for all New Inventory Items. University will consult with Learfield in order to agree
upon the advertising revenue that a New Inventory Item is capable of producing. The
incremental value of advertising that the New Inventory Item could produce shall be negotiated
between University and Learfield in order to arrive at a mutually agreeable increase in the
Guaranteed Rights Fee ("Subsidy Amount") and the resulting increase in the Revenue Sharing
Hurdle amount. The Parties agree that the Subsidy Amount will be a percentage of the revenue
senerating capacity of the Sew Inventory (typically about 50?h). Before LearlTeld shall be
required to pay any Subsidy Amount, however, it must be notified by University of the
confirmed availability of the New Inventory Item by March I" of the year before the year in
Multi-Media Rights ganted hereunder for the Term of this Agreement, Leartieid shall purchase,
on behalf of the University of Iowa. new VideoIScoreboard equipment for Carver Hawkeye
Arena ("New Scoreboard"). The New Scoreboard equipment will be chosen .by the University
but Ltartield shall have input into its design as the design relates to advertising opportunities
which will become available to Leafield. Learfield agrees that they shall be responsible for any
and all costs, including installation. of the New Scoreboard. Ledield, in consultation with
University, will negotiate the purchase price of the New Scoreboard with the vendor who is
anticipated to be Daktronics. Cniversity will be responsible for coordinating the installation and
programming of the New Scoreboard as well as the maintenance and repairs of the New
Scoreboard. The Parties agree that upon installation of the New Scoreboard, the New Scoreboard
shall be owned exclusively and outright solely by the University and the Title shall be held solely
to help facilitate Learfield obtaining the exclusive rights to sell or create temporary.signage
opportunities at University games or events which occur at a neutral venue. Any such temporary
signage shall be paid for, erected, maintained and operated at the sole cost and expense of
Learfield.
Regardless of who constructi. installs. or maintains any and all signage, upon the
termination of this Agreement. all of said signage shall be owned exclusively and outright solely
by University.
2.12 Promotional Items and Events. University grants Learfield the exclusive rights
2.13.1 Printed Promotional Item Rights. The University will continue its practice
of producing a wide range of printed materials that are used in a variety of ways to inform,
University and the individual sports programs that are a part of that enterprise. Learfield will
have the exclusive right to sell advertising on ail University psnted promotional items including,
but not limited to, team rosters. ticket backs, parking passes. roster cards, media s i d e s , ticket
applications and mailer inserts, ticket envelopes, sports calendars, fan guides, trading cards and
schedule cards ("Printed Materials"). University and Learfield will mutually agree on an annual
basis upon the content and amounts of Printed Materials. However, the quantity (numbers
produced) and quality will be no less than was being produced by or for University historically.
Leartield shall provide all logo and materials to University in a timely manner in accordance
with production schedules provided to Learfield. A11 expenses and costs of historical Printed
have. at a minimum. the right to secure sponsors for pre-game, time-out, half-time, and quarter
breaks sponsored promotional activities and special game day on-field and on-court promotions
or contests as well as official game sponsorships. The specific uses of these game segments will
University reserves the right. to use for reasonable periods of time to be mutually agreed upon
and at no additional expense to Learfield or the University, any pre-game, half-time, quarter
breaks. game "time-outs" and post-game for University's need to promote University hndraising
athletically related aktivities. However, the parties shall negotiate in good tlaith regarding the
impact tiom any such activities (such as corporate recognition for a fundraising event) on
Leartisld's ability to sell. and a corresponding make-good of lost n&ts or inventory may be
provided to Leartield. Excluded from this consideration are historical practices and any
commensurate substitution thereof. Promo tionctl activities may include. but are not limited to,
premium item giveaways? fan contests on the tield. floor. or in the stands. sponsored
entertainment acts, product samplings, inflatables, games, temporary signage, couponing and
flee product distribution and product displays; provided. however. this is not intended to exclude
approved University student organizations' fundraising activities and ocher similar on-field/on-
court recognition. By the 1'' day of January each year. Ledield will coordinate and discuss with
University an annual gameievent promotions sales plan for the upcoming season to be
the historical average of the staff hours expended. Learfield shall have the right to secure
rights to the sponsorship, andor title sales, marketing and game-day execution to all Game Day
Hospitality e\-ents, such as Hawkeye Village, at all athletic events. Learijeld agrees to provide
their plan for such events for prior approval of the University, which approval will not be
unreasonably withheld. Leartield shall also have the exclusive rights to all sponsor involvement,
including, but not limited to, sponsor presence and exposure, such as displays, mobile units and
interactibe games and presentations, for all such Game Day Hospitality events. The resulting
sponsorship revenue shall be added to the AGR. With specific resard to Hawkeye Village,
Leartield will receive all protit from such activity. University wilI continue its Best Efforts to
make available the required number of tickets. amenities and space in order that Leairield can
penerate at least the same historical amount of net revenue (average of S 100.000/annually over
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the term of this Agreement) From each such event. In the event the S1OO.OOO average annual
amount is not met, the Parties agree to negotiate in good faith to resolve the difference. Such net
proceeds from the operation of Hawkeye Village (exclusive of sponsorship revenue) shall be
2.12.4 Fan Fesrival Ri9hts. Learfield shall have the exclusive right to sell
sponsorship and corporate involvement for any interactive fan festival or related activities such
as Rally Alley. The sponsorship revenue from such events shall be added to the AGR.
name, logo. and other approved insignia in connection with the services and duties pursuaqt to
this Ageement in accordance with University policy and guidelines which are expressly
incorporated within this Agreement and attached as Appendix C. Notwithstanding the foregoing,
Leartield agrees that any and all uses of University's trademarks, including name and any logo(s)
used in connection rvith a sale or resale of any merchandise must be with existing licensed
vendors cf the University thereby- assuring full compliance of the University's policies regarding
merchandise bearing the word marks, trademarks and/or logos of the University. A list of
licensed vendors is a~.ailableupon request through the University's Trademark Licensing Office.
Any use of the University's word marks, trademarks and /or logos by third parties with regard to
artwork or style must be approved in advance by the University Trademark Licensing Office and
herein to the contrar:.. any current sponsors who historically have been using the University's
trademarks andior logos are hereby approved by University and University wiIl not require the
payment of any further licensing fee from such sponsors. Learfield and its clients/sponsors will
have the right to use tickets in their retail promotions and all their projects which are related to
Learfield's rights under this Agreement. University and Leartield shall take all reasonable steps
to prohibit the use of athletic event tickets for promotional purposes (that specifically compete
with Learfield's sponsorship sales efforts ("Restriction") by all other parties without the approval
2.13 Rivalry Series. The Parties will cooperate in the development of additional
promotional marketing opportunities, including, -.but not limited to, the right to market and/or
create one or more corporate-sponsored rivalry series in addition to the Cy-Hawk Series for all
athletic events. Specific details of any new rivalry series events other than the Cy-Hawk Series
will require the approval of the University which shall not be unreasonably withheld. Any
rivalry series which is created by Learfield as well as all neutral site games whose rights belong
to University and not the other team shall be Learfield's rights on an exclusive basis, including
advertising, game sponsorships. print rights and all other promotional items.
exclusive additional events ("Additional Events"). Specifically. one of the events will be a men's
basketball event in Des Moines, Iowa or another city as mutually agreed upon. Leafield shall
have the exclusive right to own and manage sponsorshp rights for a minimum of five Additional
Events over the original term of this Agreement. University and Leariield will negotiate in good
faith during the months following the execution of this Agreement to amve at an acceptable
business model for the Additional Events. Learfield will be responsible for. and have the
exclusive rights to the sponsorship sales for each of the five ( 5 ) Additional Events. Thepurpose
of each Additional Event tvill be to develop inter-regional and non-conference match-ups with
other intercollegiate programs throughout the country. University shall cooperate with Learfield
in order that the Additional Events can be timely scheduled and to assure that the University's
developing the business model. University recognizes and acknowledges that the business model
is intended in good faith to resuit in Learfield receiving a minimum net value for each of the
Additional Events of not less than %100,000(5500,000 in total over the life of this Agreement).
In the event the S 100,00O/eventbenchmark is not met, the Parties agree to negotiate in good fgth
to resolve the difference. In addition, the Parties agree that any net value for each Additional
Event which exceeds $100,000 shall be added to the AGR for that year and any net value for
each Additional Event which is below $100,000 shall reduce the AGR for that year.
access and use of one (1) private viewing suite inside the press box at Kinnick Stadium for the
purpose of employee and/or client entertainment at all regular season honie events of the
University football team and other activities involving the University football team such as a
"spring game" or a "%ds Day" at no additional cost except those costs related to the purchase of
any and all food and beverages it elects to serve its guests during said home events and activities.
University shall provide Leartield with the following number of event tickets ("Base
Ticket Amount") and parking passes ("Bwe Paking Amo~nt.")an$ hospitality passes as noted
shall also have the right to purchase additional tickets ("Ticket Access") and parking passes
("Parking Access") to University post-season special events, and Gniversity hereby agrees to
Tickets
Football
Men's Basketball
Women's Basketball
Wrestling
Volleyball
Single-Game
Football
Men's Basketball
Women's Basketball
Other
Football
Bowl Game
Men's Basketball
Big Ten Tournament
Men's Basketball
NCAA Final Four
Women's Basketball
Big Ten Tournament
LVomen's Basketball
NCAA Final Four
Wrestling
Big Ten Tournament
Parking
Basketball Season
Parking Passes
Hospitality Passes
Football Game-Day
Hospitality Passes
Basketball Game-Day
Hospitality Passes
The University will make Best Efforts to ensure that the quality of the tickets purchased
by Leart7eld for games held at a University athletic venue or a neutral venue where University is
designated as the home team will be based upon the tickets afforded the highest level of donor
status by the University. In addition, Best Efforts will also be taken to ensure that the quality of
the tickets allocated to Learfield for games not played at a University athletic venue will be
proportional to the quality of the total tickets made available to University. If, for example, one-
third of University's tickets are in the lower level of the Big Ten Tournament, one-third of
various advertising and sponsorship agreements (during the 2004 - 2005 seasons), all of which
will be managed, seniced, sold or re-sold by Learfield, included in the rights fee consideration
and all of the revenue derived therefrom shall belong to L e d e l d . University will continue to
provide Learfield, at no cost to Learfield, the sum total of fulfillment benefits and other
amenities at the 2004 - 2005 levels including, but not limited to, tickets, hospitality, suite access,
parties, trips, access to rooms or facilities, signage, the golf toumament(s) at Finkbine,
scholarshp donations, merchandise, etc. It is the intent of the Parties that Learfield shall retain
.- hat University received from its sale of inventory items and rights now controlled
and managed by Learfield. Learfield shall work with University in order to maintain such
agreements and to obtain renewals of such agreements. On an account by account basis, the
Parties will determine which Party is best suited to collect the revenue from such agreements. If
University collects any revenue from any such agreements, it shall notify Learfield and the
revenue collected by University shall be deducted from the Guaranteed Rights Fee. Excluded
from Schedule 3.2A shall be University's Agreement with Nike which will be managed soleIy by
University who shall retain any and all of the revenue and value, equipment or otherwise, from
such Agreement. The Parties expressly a g e e that the Nike Agreement is not a part of this
Agreement and that any value therefrom is hereby expressly excluded from AGR.
University will explore with the University's Parking Department options for
access to University parking lots during the traditional work day by staff of Learfield.
Learfield will be responsible for any and all expenses associated with such access if such
University will provide at no cost to Learfield priority parking passes for use by.
each member of its staff assigned to the University account at regular selson home events
of football, men's basketball, women's basketball and wrestling. Learfield will submit to
the University a list of all hll-time employees on staff prior to the start of each'season of
space inside a facility managed by the UI Athletic Department that can accommodate up
. to 100 people.
--'--
D. The University will provide Learfield with the seats on chartered aircraft carrying
the University's football, men's basketball or women's basketball teams to re,dar season
and post-season away game competition. These seats are to be used exclusively for the
talent and production crew required to produce the event's play-by-play. The University
will also assist Learfield with hotel reservations, meals, transfers, and the securing of
Team travel
3.4 Office Space. University acknowledges and agrees that Leafield's performance
under this Agreement and the resulting benefits to University will be better enhanced if Learfield
is provided office space near or on the campus of University, preferably near the University's
Athletic Department. University will therefore use its Best Efforts to provide appropriate office
space and the use of existing oflice hrnirure in n University athletic facility to Learfield during
the term of the Agreement ("Premisestt)any use fees of which will be included as part of the
rights fee paid by Learfield. Any changes or enhancements relative to the Premises and furniture
therein shall be at the sole cost and expense of Leafield, and shall be at the prior written consent
of University. Additionally, the location of said space shall be subject to University's sole and
reasonable discretion. If provided by University, the Premises, shall be of a size and quality to
accommodate up to four (4) full-time Learfield employees and one intern. Learfield may, in its
sole discretion, hire additionaI personnel. If the Premises are provided by University, it will
provide internet hook-up, phone access, and telephones access to L e d ~ e l din the Premises with
the costs of such services to be tracked by University and reimbursed monthly by Learfield. In
no event shall Learfield be responsible for paying any other expenses relating to the Premises
other than out-of-pocket expenses such as phone charges and office supplies. If Learfield needs
to expand its staff to carry out its responsibilities d - e r this Agreement. subject to availability.
Uni~ersityshall make a good faith effort to provide Learfield additional ofice space at no
additional sost: to accommodate such need and, at University's sole and reasonable discretion, in
all of ~iarfield'sneeds.
permits, licenses, and bonds to comply with pertinent University r ~ l e sm d policies and
municipal, county, state and federal laws, and will assume liability for all applicable taxes
Agreement is dependent on mutual cooperation .between Learfield and University, Learfield will
3.8 Intellectual Property Rights. Leafield agrees that any computer programs:
(hereinafter "Work") developed by Learfield solely, or with others, resulting fkom the
performance of Learfield's responsibilities and obligations pursuant to this Agreement are "works
made for hire" and the property of the University. If for any reason the Work would not be
considered a work made for hire under applicable law, Learfield does hereby sell: assign, and.
transfer to the University. its successors and assigns, the entire right. title and interest in and to
the Work, including but not limited to exclusive rights to reproduce, distribute, prepare
derivative works, display and perform the Work. Learfield agrees to provide whatever assistance
is necessary for the Lniversity to preserve its commercial interest including, but not limited to,
the filing of patent and copyright protection. This provision shall survive expiration and
termination of this Agreement. Learfield shall provide the C'niversity at no additional cost, five
4.1 Guaranteed Rights Fee. As payment for the rights granted under this
Agreement, Learfield will pay Vniversity a Guaranteed Rights Fee in such amounts as set forth
below. The Guaranteed Rights Fee described below is based both upon the accuracy of the
Learfield is assuming and all inventory now belonging to other parties but becoming available to
. ..
inventory or elements are materially altered or eliminated, University will either replace
inventory or alleviate any problem associated with such inventory, failing which the Guaranteed
Ri&ts Fee shall be reduced accordingly upon mutual written agreement of the Parties. All
anqua1 Guaranteed Rights Fees owed by Learfield shall be paid one-half on or before December
starting with ~ u n e1, 2007,. with a final distribution of any income derived through the agreed
revenue sharing formula or other adjustments made on or before September 1 of each year (to
fully allow for the collection of said revenue). The Parties may also agree at the annual meeting,
as described in provision 6.6 hereunder. that any past due receivables will constitute Gross
Revenue in the year payment was due as opposed to the year collected. and make provision for
2012 - 2013
2013 - 2014
2014 - 2015
2015 - 2016
Total:
A. if any existing inventory that Learfield takes over from University is eliminated
through no fault of Learfield (such as the YC&4 eliminating malt beverage advertising),
the Parties shall make Best Efforts to rectify the amount of the revenue lost from any
B. If the University or some other outside governing body (Big Ten Conference or
the NCAA) makes a decision which materially changes the scope of the advertising
cate_rories,or the nature of any athletic event. or dimifiishes the quality of the inventory
(collectively. an "Adverse Decision"). then the Parties shall use their Best Efforts to
and the support that University is required to provide Learfield under this Agreement,
Leartield shall hire personnel Leartield and the University deem necessary to fulfill
Leartield's obligations hereunder. Leartield will make their Employees available to the
Cniversity to perform services at the request of University consistent with their job
descriptions and under the day to day control of University; provided, however, Learfisld
shall, in consultation with the University, retain the right to hire, fire and replace the
Employees. Leartield shall pay any and all compensation to the Employees and provide
them with benefits that are both required (i.e. FICA and FUTA and Medicare) as well as
those available to a11 other similarly situated employees of Leafield (collectively the
"Compensation Package"). The Compensation Package shall not, however, exceed the
D. If, upon mutual agreement of the Parties, the quality of the inventory that is
temporary partial or complete obstruction of any signage), the Parties shall make Best
Efforts to rectify the amount of the revenue lost from such compromise of the inventory
In the event that the University chooses to attach or sell a corporate name to a
buildiny or facility. and irrespective of whether Leartieic! is granted the ri$t to represent
-=anted by the University to a naming ri&ts party, the Parties shall make Best Efforts to
rectify the amount of revenue lost by Leafield from any naming rights contract in
Leartield to Lniversity. Leufield shall pay University additional fees based upon the successful
Football
Men's Basketball
NIT Appearance
Appearance
Sw.eet 16
Elite 8
Final Four
SIT Appearance
Appearance
Sweet 16
Elite 8
Final Four
Director's Cup
Any such bonuses to which University is entitled shall be paid by Learfield in the first
payment period of the year following the year in which the bonus was earned.
4.3 Trade Income. Learfield will endeavor to renew, on behalf of University, all of
University's historical in-kind/trade benefits that are currently .in place; provided, however,
Learfield has the right to substitute alternate inventory to current trade customers, of at least
equal quality and quantity, if those customers are otherwise displacing potential cash-paying
customers. In addition, Learfield will secure each year up to SI50,OOO in additional trade for
University each contract year ("Threshold Anount"). Learfield will receive a rights fee credit of
70% of the fair market value of any additional trade benefits above the Threshold Amount whch
are provided to University by Learfield. For purposes of calculating the AGR under Section 5.1,
Leartield shall receive for its own use S!00,000 annually in trade barter benefits without
Agreement to the contra?, a fair and equitable reduction in the Guaranteed Ri&ts Fee will be
agreed upon in writing by Leartield and University if any one or all of the following events occur
and reduces Learfield's revenue during the term of this Agreement. which reduction will be
prevent either of them from appearing in conference championship games or post season
member of the Big Ten Conference (or any subsequent conference to which University
belongs);
D. Should any acts of terrorism, acts of state or the United States, strikes, labor
shortages, epidemics or any natural disaster, including, but not limited to, flood, fire,
Event"), prevent a University game being played at its originally scheduled athletic venue
Adjusted Gross Revenue ("XGR") that exceeds th$ Revenue Share Hurdle set forth below.
-
\'ear Revenue Share Hurdle
Performance Bond or Irrevocable Letter of Credit. This Agreement will be construed under
Iowa law without regard for choice of law considerations. No amendments to this Agreement
will be effective unless in writing and signed by Leafield and by University. Courts located in
the State of Iowa shall have exclusive jurisdiction over any disputes relative to this Agreement.
During each year of this Agreement, Learfield shall maintain, for the benefit of University, a
- -
Contract Performance Payment Bond ("Bond") or an Lrrevocable Letter of Credit ("LOC") in the
amount of that year's Guaranteed Rights Fee; provided, however, the Bond or the LOC may be
reduced in any fscal year to an amount which reflects the balance of the Guaranteed Rights Fee
owed by Leartield for that tiscal year after giving effect to the of half the Guaranteed
-4,oreernent without the prior approval of University. This Agreement will be binding upon
Leartield. or its successors and assigns. if any. Any assignment attempted to be made in
violation of this Agreement will be void. Notwithstanding anjthing contained in this Section 6.2
to the contrary. Leartield will have the right to assign this Agreement and its rights and
obligations hereunder to an entity it either controls (owns more than SO?%) or manages.
6.3 Termination.
6.3.1 Termination for Cause. The C'riversity may terminate this agreement for
Learfield in writing via certified mail with particularity of such non-performance and demand
that the same be remedied within thirty (30) days; provided, however, Learfield shall have an
additional thirty (30) days to remedy the breach so long as it is diligently pursuing the remedy.
Should L e d ~ e l dfail to remedy the same within said period, as it may be extended, the
University has the right to terminate this Agreement by giving Learfield sixty (60) days written
change iil ownership among the existing owners) which in the opinion of the
University. is not in its best interest; or't'aiIure to materially comply with the terms
of this Agreement.
b. Failure to keep or pert'orm, within the time period set forth herein, or
herein contained.
creditors. filing a petition under any section from time to time, or under any
similar h w or statute of the United States or any state thereof. or if an order for
relief shall be entered against Leartield thereunder. In the event of any such
involuntary bankruptcy proceeding being instituted against Learfield, the fact of
such involuntary petition being filed shall not be considered an event of default
until sixty (60) days after filing of said petition in order that Learfield might
during that sixty (60) days period have the opportunity to seek dismissal of the
d. Making a general assignment for the benetit of its creditors, or talung the
any damages or payments of any kind which Learfield may be required or ordered
offset by any rights fee or similar fee collected by University for the same period
administer some or all of the rights contained in this Agreement itself. In either of
such cases therefore, Learfield shall have no further obligation to make payments
provision hereunder. if funds anticipated for the continued fulfillment of this Agreement are at
any time nut forthcommg or insufficient. either through the failure of the Iowa Lesjslature or the
federal govmnment to provide funds or alteration of the program under which funds were
provided and which failure results in the discontinuation of all University's athletic programs,
then the University shall have the right to terminate this Agreement without penalty by giving
not less than thirty (30) days written notice documenting lack of funding.
independent contractor and not as an employee of University. Neither Learfield nor any agent or
Leaxfield will pay ~vhendue all required employment taxes and income tax withholding,
including all federal and state income tax and any monies paid pursuant to this Agreement.
Leafield and its employees are not entitled to tax withholding, worker's compensation.
Learfield will be solely responsible for the acts of Learfield, its employees and agents. Learfield
shall provide worker's compensation for all its employees and indemnify and hold University
harmless therefrom.
6.6 .Audit and Retention of Books and Records. L'niversity will have the right
upon reasonable notice to Leartield. to inspect and copy such books. records, and documents (in
whatex-er medium they exist) related solely to this Agreement as well. as all accounting
procedures and practices of Learfield, its agents and subcontractors, to verify Learfield's
performance under this Agreement and to substantiate all revenuss pursuant to the terms of this
Agreement. Learfield shall make copies available of any such documents upon the request of the
University. Leartield ~villmake such items available for inspection during normal business hours
at Learfield's principal place of business. All such items will be retained by.Learfield during the
term of this Agreement and for a period of two ( 2 ) years after the delivery of the goods andlor
services. Any items relating to a claim arising out of the peri5rmance of this Agreement.will be
retained by Learfield, its agents and subcontractors, if any, until the claim has been resolved.
6.7 Business Review and Final Settle-Up. An annual meeting, between Learfield,
the Associate Athletic Director for External Affairs, the Assistant to the Director of Athletics and
the Director of Purchasing shali take place no later than June I of each Agreement year. The
meeting shall consist of a thorough review of all gross revenue with regards to inventory subject
to this Agreement and the calculation of the AGR. In addition to the annual revenue report to be
submitted by Leafield on June 1" of each year, Learfield will also provide University routine
updates and upon University request, infomation addressing sa!es activity, sponsorships and
revenue progress in a manner which matches the natural flow of business as mutually agreed
- upon by the Parties consistent with the provisions of Section 1.2 of this Agreement. The
University reserves the right to audit any and all of Learfield's records, agreements or affiliate
contracts pursuant to any of the University's inventory at the time. Learfield agrees to furnish the
information requested in writing by the University within five (5) business days from the time of
information it receives during the course of its performance, which concerns the personal,
tinancial. or other affairs of L'niversity. its regents, officers. employees or students will be kept
contidential and in conformance with all state and federal laws relating to privacy. University
agrees that any information it receives from Learfield under this Agreement which concerns the
personal. financial or other affairs of Leartield. its members. stockholders. officers, directors,
employees and advertisers will be kept confidential and in conformance with a11 state and federal
laws relating to privacy to the extent permitted by law.
7.2 Insurance. W'ithout limiting any liabilities or any other obligations of Learfield,
4
Learfield shall provide two (2) certificates of insurance to the University prior to execution of
this Agreement documenting the minimum insurance coverase requirements listed below.
Coverage is subject to University approval. Such insurance coverase must be maintained until all
cover liability imposed by Federal and State statutes having jurisdiction over Learfield's
insurance of no less than SS00,OOO each employee and S500,OOO each accident.
with a minimum limit of ONE MILLION DOLLARS Dollars (S1,000,000) per occurrence. This
policy shall include coverage for bodily injury and property damage, including completed
operations. personal injuq: coverage for contractual employees. blanket contracmal and products
and completed operations. personal injury, coverage for contractual employees, blanket
contractual and products and completed operations. Policy shall contain a severabiIity of
interests provision.
insurance with a combined single limit for bodily injury and property damage of not less than
ONE %lILLIOS DOLLARS (S 1,000,000) with respect to Leartield's owned. non-owned, hred.
insurance with a minimum limit of THREE MILLION DOLLARS ($3,000,000) per claim and
annual aggresate. This polic) shall include coverage for professional errors and omissions,
advertiser's liability, publisher's liability, broadcaster's liability and electronic liability. This
Automobile Liability and Umbrella Liability policies required herein shall be endorsed to include
.
the State of Iowa; University of Iowa; Board of Regents, State of Iowa, their agents, officials and
insurance. Learfield and its insurers providing the required coverage shall waive all rights of
subrosation or recovery against the State of Iowa; University of Io~va:Board of Regents, State of
insurance companies duly authorized to engage in the insurance business in the State of Iowa,
tvith an A.M. Best's rating of A-, VII or better. These policies shall be primary coverage.
Certificates shall specify name of the project and provide that no less than Z0 days notice of non-
or maintain required insurance shall constitute a material breach of contract under the provisions
of Section 6.2.3 which section shall then be applicable, or. at its discretion, University may
procure or renew such insurance and pay any and all. premiums in connection therewith, and all
monies so paid by the University shall be repaid by Learfield to the University upon demand, or
the University may offset the cost of the premiums against any moneys due to Learfield.
7.2.10 Copies. The University reserves the right to request and receive certified
copies of any or all of the above policies and/or endorsements and to waive or reduce the
7.3 Liability. Learfield agrees to be responsible for any and all liability, injuries,
claims or damages (including claims of bodily injury or property damage) and loss, including
costs. expenses. and attorneys' fees, which arise from the negligent acts and omissions of
Leafield, its employees, officers, agents, licensees, subcontractors, partners, directors, and
jointly and severally liable for any and all obligations hereunder of Hawkeye Sports Properties,
L.L.C. L'niversity agrees to be responsible for any and all liabilities. injuries, claims or damages
(including claims of bodily injury or property damage) and loss. including costs and expenses,
~ n attorneys'
d fees. bi hich arise from the negligent acts or omissions of University, its employees
and agents to the extent permitted by Chapter 669 Iowa Code. In the event of litigation by either
party to enforce the terms and conditions of this Agreement. the prevailing party will be awarded
writing and delivered personally. or by facsimile or electronic mail (provided such delivery is
c o n b e d ) , or by a reco_gnized overniat courier service or by United States mail, first-class,
certified or registered, postage prepaid, return receipt requested, to the other party at its address
set forth below or to such other addresses as such party may designate by notice given pursuant
to this section:
If to University :
The University of Iowa
Attention: Robert Bowlsby, Director of Athletics
Iowa City, IA 52242
Facsimile No: 3 19-335-9333
E-mail Address: robert-bowlsbv@,uiowa.edu
If to Learfield:
HAW-KEYESPORTS PROPERTIES, LLC
C/OLeartield Communications, Inc:
Attention: Greg Brown
2300 Dallas Parkway, Suite 400
Plano. TX 75093
Facsimile No: (469) 241-0 1 10
E-mail Address: ~brownrZlearfield.com
each provision of the remainder of the Agreement will be vaiid and be enforceable to the fullest
in this Ageement that by their sense and context are intended to survive the performame
thereof by any of the parties hereunder wiIl so survive the completion of performance and
termination of this Ageement, including the making of any and all payments hereunder.
7.7 Force Majeure. Neither Party will be considered to be in default of its delay or
failure to perform its obligations herein when such de!ay or failure arises out of causes beyond
the reasonable control of the Party. Such causes may include. but are not restricted to, acts of
God or the public enemy, including, but not limited to, acts of terrorism, acts of state or the
United States in either its sovereign or contractual capacity, fires, tloods, epidemics, strikes and
unusually severe weather: but in every case, delay or failure to perform must be beyond the
reasanable control of and without the fault dr negligence of the Party. Notwithst~ndinganything
contained in this Section 7.7 to the contrary. the provisions of this Section 7.7 shall not override
ihz pro\ isions of Section 4.4 d relating to a Prevention Event which provisions shall continue to
which shall be deemed an orisinal. and both of which will constitute one Agreement.
7.9 Headings. The headings of the sections of this Agreement are used for
7.10 Non-Solicitation by University. University agees that during the term of this
Agreement, including any extension of the term. and for a period of twenty-four (23) months.
after its termination, irrespective of the reason for its termination. University shall not directly or
indirectly, hire or solicit any employee of Learfield or encourage any such person to terminate its
relationship with Learfield. University acknowledges that its breach of this section shall entitle
Learfield to injunctive relief. The Parties expressly agree this section 7.10 does not apply to on-
8.0 Miscellaneous.
8.1 Historical Levels. "Historical Levels" shall mean levels under the Original
Agreement. historical levels from the University and historical levels from vendors with whom
8.3 Best Efforts. "Best Efforts" shall mean diligently and actively pursuing an
objecti~e,in good faith, by dedicating staffing, funding and resources not less than which is
1 3 FTlTNESS WHEREOF, Learfield and University have entered into this Agreement
By: /'&
By: By: