O'Bannon, Jr. v. National Collegiate Athletic Association et al

Filing 200

Administrative Motion to File Under Seal Confidential Trial Exhibits filed by National Collegiate Athletic Association. (Attachments: #1 Exhibit 400, #2 Exhibit 400, #3 Exhibit 2218, #4 Exhibit 2218, #5 Declaration of Scott Bearby ISO, #6 Declaration of Nathan Rehn ISO, #7 Exhibit A to Rehn Decl., #8 Exhibit B to Rehn Decl., #9 Declaration of Daniel Weinberg ISO, #10 Declaration of Tina Shah ISO, #11 Proposed Order)(Pomerantz, Glenn) (Filed on 6/10/2014) Modified on 6/10/2014 (cpS, COURT STAFF).

DEPOSITION
EXHIBIT

ROBINSON BRADSHAW & HINSON

(

DIRECT DIM.: 704-377-8364
DIRECT FAX: [phone]

S. GRAHA4 ROBINSOR
CFIARL0TrE OFFICE

[e-mail]

June 4, 2010

VIA FEDERAL EXPRESS
Mr. Scott A. Bearby
Managing Director of Legal Affairs &
Associate General Counsel
NCAA
i NCAA Plaza
Indianapolis, IN 46206
Phone: [phone]

Re:

Multi-Media Agreement between Turner Broadcasting System, Inc.,
CBS Broadcasting Inc. and The National Collegiate Athletic Association

Dear Scott:

Enclosed are the following fuily executed, original documents in the above referenced
transaction:
Multi-Media Agreement, dated as of April 22, 2010;
Time Warner Inc. Guaranty, dated as of April 22, 2010; and
CBS Corporation Guaranty, dated as of April 22, 2010.
If you have any questions, please give me a call.
Very truly yours,

ROBINS IN :

S. Grab

. HAW & HJNSON, P.A.

binson

SGRIsI
Enclosures

3005397v1 21173.00011

Attorneys at Law

101 North Tryon Street, Suite 1900, Charlotte, NC 28246
Charlotte

Research Triangle

Rock Hill

www.rbh.com

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MULTI-MEDIA AGREEMENT
BETWEEN

TURNER BROADCASTING SYSTEM, INC.,

CBS
CBS BROADCASTING INC.,

e
and

THE NATIONAL COLLEGIATE ATHLETIC ASSOCIATION

Dated as of April 22, 2010

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TABLE OF CONTENTS
Page
DEFINITIONS

I

BROADCASTER RIGHTS AND RESTRICTIONS

7

Live Window
Re-Airs
Highlights
Special Rights after the Live Window
Archival Rights
Sublicenses
International Distribution
DVDs and Downloads
Data Distribution Rights
Additional Clarifications
NCAARuIes
Consultation

7

2.1

2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12

NCAA RIGHTS AND RESTRICTIONS
3.1

3.2
3.3
3.4
3.5

Retained Rights and Clarification
Distribution after the Live Window
Data Rights
Championships
License/Sublicense

CONSIDERATION
4.1

4.2
4.3
4.4

5.2
5.3
5.4
5.5
5.6

Rights Fees
Payments
Guaranty
Other Championships

6.2
6.3
6.4

9
10
10
11
11

Il
12
12
13
13

13
13

14
14
14

14
14
14
15

Obligations
Schedule
Start Times
Permitted Networks
Internet Distribution
Expansion

15
15
15
15
17
17
17

GENERAL TELECAST OBLIGATIONS
6.1

8

14

DIVISION I MEN'S BASKETBALL CHAMPIONSHIP
5.1

8

General; Production Enhancements
Format of Programs
Personnel
Quality

18
18
18
19
19

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TABLE OF CONTENTS
(continued)

Page
6.5
7.

ADDITIONAL BROADCASTER OBLIGATIONS
7.1

7.2
7.3

7.4
7.5
7.6
8.

Nature of Permitted Networks
News Access Guidelines
Ratings, Research and Audience Profiles
Other Programming
Available Air Time
Insurance

PRODUCTION AND FACILITIES
8.1
8.2
8.3
8.4

8.5
8.6
8.7
8.8
8.9

8.10
9.

Telecast Thresholds mid Requirements

20
20

20
20
21
21

22
23
23

Administration of Games
Production Facilities
Electrical Power; Equipment
Cabling; Access
Uplink
Signage
Blocked Seats
Fee4s and Delivery
Timeout Coordinator
Corporate Partners and Official Suppliers/Providers

23
23
23
24

24
24
25
25
26
26

COMMERCIAL MAlTER AND PROMOTION

26

Advertising
Commercial Format
Advertising Restrictions
In-Game Advertising; Virtual Advertising
Promotional Inventory

26
26
26
27
28

9.1

9.2
9.3

9.4
9.5

CORPORATE PARTNER PROGRAM

29

Appointment
Restrictions
Corporate Partner Agreements
Quality; Cooperation
Fan Festival Payments
Insurance
Local Sponsorships
Local Contributors
Ticket and Hospitality Packages
10.10 NFUSA Rights
10.11 Opportunities Afforded by Other NCAA Rights Holders

10.

29
30
30

10.1

10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9

31

32
32
32
33
33
33
33

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TABLE OF CONTENTS
(continued)

Page
PRIOR NEGOTIATION RIGHT

33

NAME AND LIKENESS

33

12.1

12.2

Coverage in Live Window
No Authorization

33

34

COPYRIGHT
13.1.

13.2
13.3

13.4
13.5
13.6
13.7

34

License During Live Window
Ownership of Copyright/Assignment To the NCAA
Broadcaster License After Live Window
Certain Programming
Use Restrictions
Copyright Royalty Boards
Notices

TRADEMARKS
14.1

14.2
14.3
14.4
14.5

15.2
15.3
15.4
15.5

License of NCAA Marks
Composite Logo
Marks of NCAA Institutions
Infringement
Restrictions

16.2
16.3
16.4
16.5

36
36

36
37
37
37
37
38

Effect of Force Majeure
Cancellation
Preemption
Rescheduling
No Waiver or Damages

38
38
38
39
39

OTHER OBLIGATIONS
16.1

35
35
35

36

FORCE MAJEURE
15.1

34
34

39

Meetings
Tickets and Hotel Access
DigitaiPlatform
Human Rights and Labor Standards
Tax Issues and Review Contingency

WARRANTIES

39
40
40
41

41
42

17.1

ByNCAA

42

17.2

By Broadcaster

42

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TABLE OF CONTENTS
(continued)

Page
INDEMNIFICATION

42

18.1

BytheNCAA

18.2
18.3

By the Broadcaster
Procedure

42
43
43

TERMINATION AND REMEDIES FOR BREACH
19.1

19.2
19.3
19.4

43

By NCAA (for breach)
By the Broadcaster (for breach)
NCAA Remedies for Breach/Joint and Several Liability
Exclusions

43
43
44
44

PROGRAM MATTER; SECTION 507 OF THE COMMUNICATIONS ACT

44

GENERAL TERMS

44

21.1

21.2
21.3
21.4
21.5
21.6
21.7
21.8
21.9

Notices
Governing Law and Dispute Resolution
Construction
No Agency
Counterparts/Integration
Terminology
Time of Essence
Waiver of Subrogation
Binding Effect

21.10 Severability
21.11 Waiver of Compliance; Consents
21.12 Construction
21.13 Assignment
21.14 Public Announcement
21.15 Survival

21.16 Approval of Format Change

44
45
45
46

46
46
46
46
46
46
47
47
47
47
47
47

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EXHIBITS
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J

-

-

NCAA Marks
NCAA Royalties
Production Facilities
Commercial Formats
NCAA's Advertising and Promotional Standards
Copyright Assignment Forms
Mark Usage Guidelines
Human Rights and Labor Standards
Turner Parent Guaranty
CBS Parent Guaranty

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MULTI-MEDIA AGREEMENT
THIS MULTI-MEDIA AGREEMENT (the "Agreement") is entered into as of April 22,
2010 by and between Turner Broadcasting System, Inc., a Georgia corporation ("Turner"), CBS
Broadcasting Inc., a New York corporation ("CBS"), and The National Collegiate Athletic
Association, an unincorporated association ("NCAA").
WHEREAS, the NCAA owns the right to license the Distribution of NCAA Division I
Men's Basketball Championship events as described more fully herein, and seeks to provide
broad exposure simultaneously across multiple networks and platforms for its athletics programs
and contests in order to further and fulfill its educational purposes, core purposes and core
values; and

WHEREAS, the NCAA desires to maximize the revenues achieved from the licensing of
such intellectual property rights, which revenues shall be used to further the educational
purposes, core purposes and core values of its member institutions and conferences; and
WHEREAS, the Broadcaster desires to purchase a license to produce and broadly
Distribute, or cause the broad Distribution of, presentations of NCAA Division I Men's
Basketball Championship events, and the NCAA desires to license such rights to the Broadcaster
on the terms set forth below; and
NOW, THEREFORE, for and in consideration of the foregoing, the covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and agreed, and intending to be legally bound hereby, the Parties hereby
agree as follows:
1.

DEFINITIONS.

As used herein, the following capitalized terms shall have the meanings specified below:

"Affiliate": With respect to any entity, each of the entities that directly or
indirectly controls, is controlled by or is under common control with, such entity. For purposes
of this definition only, "control" means the right to appoint a majority of the controlled entity' s
directors or managers, or ownership of more than twenty percent (20%) of the voting share
equity of the controlled entity, provided that such appointment, powers or ownership, alone or in
combination, affords the power to direct or cause the direction of management and policies of
such entity.
"Annual Meeting": shall have the meaning given to it in Section 16.1(a).
(e)
"Basketball Chanpionship": The Division I Men's Basketball Championship of
the NCAA, which is the Division I Men's Basketball tournament that determines the National
Champion of Division I Men's Basketball, consisting of a single elimination tournament
composed of 68 NCAA Division I Institutions teams, generally including conference automatic
qualifiers and the best additional teams as determined and selected by the NCAA, subject to
expansion as set forth in Section 5.6.

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"Broadcaster Marks"

"Broadcast Network": (

"Broadcaster":

"Broadcaster Multi-Sport Package":

"Broadcaster Platform": (

"CBS":

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"CBS Network":
"CBS Parent":
(1)

"Commercially Reasonable Efforts":

"Contract Year":

"Corporate Partner":
"Corporate Partner Agreement":
"Coverage":

"Data": A
"Digital Platform":

"Distribute":

"DMA": A
"DVD":

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(y)

"Force Majeure Event":
"Full Game":

"Game":
"Highlights":
"International Broadcast":

(aa)

"International DMA Spillover":

(bb)

"Internet"

(cc)

"Live Window":

(dd)

"National":

(ee)

"National Champion":

(ff)

"National Final":

(gg)

"National Semifinals":

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(hh)

"NCAA":

(ii)

"NCAA Approval": T

(jj)

"NCAA Championship":

(kk)

"NCAA Corporate Partner Program":

(11)

"NCAA Corporate Partner Program Guidelines":

(rnrñ) "NCAA Institution": A

(un)

"NCAA Marks":

(oo)

"NCAA Rules":

(pp)

"NCAA Web Sites":

(qq)

"News Access Guidelines":

(n)

"News Access Window":

(ss)

"Nielsen Ratings Window":

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(tt)

"Non-Game Elements":

(uu)

"Non-Standard Television":

(vv)

"Opening Round":

(ww) "Parties":
(xx)

"Permitted Networks": A

(yy)

"Person":

(zz)

"Program":

(aaa)

"Re-Air":

(bbb) "Stations":

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(ccc)

"Talent":

(ddd) "Telecast":

(eee)

"Term":

(iff)

"Territory":

(ggg) "Third-Party Materials":

(hith) "Turner":

(iii)

"Turner Networks":

(jjj)

"Turner Parent":

.

(kkk) "U.S. DMA Spillover":

2.

BROADCASTER RIGHTS AND RESTRICTIONS.

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2.10

Additional Clarifications.

Merchandise and Designations.

Photographs.

(e)

Fan Festivals/Activities.

Other NCAA Championships.

Simulations.

NCAA Rules. Notwithstanding anything herein to the contrary, the Broadcaster
agrees to strictly adhere to and comply with, and to cause all of its clients, advertisers, licensees,
parent, affiliates, subsidiaries, advertisinglpromotional agencies, staff and any sublicensees or
other Persons with which it enters into any agreement as permitted hereunder, to strictly adhere
to and comply with the NCAA Rules, which may be amended from time to time by the NCAA in
its sole discretion; provided that the NCAA will not amend the NCAA Rules (i) primarily for the
purpose of materially reducing or impairing the Broadcaster's rights hereunder (although it may
make amendments that have such an impact as long as the underlying reason was to further its
core purposes or core values), or (ii) in any of the following ways, to the extent that such
amendment causes a material adverse effect on Broadcaster: (A) a reduction in the number of
Games played during each Basketball Championship; (B) the removal of the single elimination
nature of the Basketball Championship; (C) a reduction in the amount of commercial inventory
available to the Broadcaster as set forth in Exhibit D; (D) a change in the customary schedule of
the Basketball Championship that results in the Basketball Championship commencing before
March 1 or the National Final being conducted after the first Monday in April; (E) the creation of
another postseason Division I men's basketball tournament that materially diminishes the status
2.11

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of the Basketball Championship; (F) the elimination or material reduction in the scope of the
grant of rights to use the NCAA Marks as provided in Section 14 hereunder; (G) the grant of
rights by the NCAA to another Person that violates or eliminates the limited exclusivity granted
to the Broadcaster under Section 2 or (H) the elimination of the right of the NCAA to license the
Distribution rights hereunder. The NCAA agrees that any amendments or modifications of the
NCAA Rules shall be made in a non-discriminatory manner. The Broadcaster shall take no
action that results in a student athlete or an NCAA Institution being in violation of any NCAA
Rule. A copy of the current NCAA bylaws is available on one or more of the NCAA Web sites.
The NCAA will provide copies of any other NCAA Rules to the Broadcaster upon request.
2.12

Consultation.

3.

NCAA RIGHTS AND RESTRICTIONS.

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4.

CONSIDERATION.

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5.

DIVISION I MEN'S BASKETBALL CHAMPIONSHIP.

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6.

GENERAL TELECAST OBLIGATIONS.

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7.

ADDITIONAL BROADCASTEROBLIGATIONS.

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8.

PRODUCTION AND FACILITIES.

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9.

COMMERCIAL MATTER AND PROMOTION.

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10.

CORPORATE PARTNER PROGRAM.

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providing the local sponsor with limited rights to associate itself with a specific NCAA
Championship or multiple NCAA Championships conducted either together (e.g. Division II and
Division III women's lacrosse) or in the same city (e.g. as part of the NCAA Championship City
Program). The local sponsor shall (i) not receive the status of an NCAA Corporate Partner in
connection with any such sponsorship package; and (ii) have a physical business presence in the
geographic region where the NCAA Championship is being conducted.
10.8 Local Contributors. The NCAA retains and reserves the right to, on its own or
through any Person designated to serve as a local organizing committee or host of such NCAA
Championship, solicit businesses and other donors for funds, goods or services in connection
with any NCAA Championships (including the Basketball Championship), provided that the
NCAA or local organizing committee or host shall not authorize any such local sponsor to use
the NCAA Marks or reference the applicable NCAA Championship in advertising or
promotions.

10.9 Ticket and Hospitality Packages. For the avoidance of doubt, nothing in this
Section 10 shall be deemed to restrict the NCAA from selling, or authorizing any other Person to
sell, tickets and/or hospitality packages to any NCAA Championship, provided that such
packages may not include any NCAA sponsorship rights.

10.10 NFUSA Rights. The NCAA consents for the Broadcaster to package NFUSA
Corporate Sponsorships with NCAA Corporate Partner rights in the event that the Broadcaster
consummates a deal with NFUSA.
10.11 Opportunities Afforded by Other NCAA Rights Holders. The NCAA shall use
Commercially Reasonable Efforts to provide NCAA Corporate Partners with access to NCAA
Licensed Merchandise and NCAA Championship day-of-game publications.

PRIOR NEGOTIATION RIGHT.

NAME AND LIKENESS.
12.1
Coverage in Live Window. The NCAA represents and warrants that the
recording and capturing of the Game and Distributing the actual video of the live action as a Full

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Game, or a Re-Air of substantially the entire Game, does not violate any statutory or common
law rights of privacy or publicity of the individual participants and coaches in such Game, or any
other rights of such individuals.
12.2 No Authorization. The NCAA does not have the right to authorize the use of
Coverage, other video, photographs, or other images or depictions of individual participants and
coaches in a particular Game in any manner that violates any statutory or common law rights of
privacy or publicity of such individuals, or any other rights of such individuals. Accordingly, the
Broadcaster (i) is not authorized by this Agreement to use such Coverage, video, photographs, or
other images or depictions in any manner that violates any statutory or common law rights of
privacy or publicity of such individuals, or any other rights of such individuals, and (ii) the
Broadcaster affirmatively agrees not to use such Coverage, video, photographs, or other images
or depictions in any manner that violates any statutory or common law rights of privacy or
publicity of such individuals, or any other rights of such individuals; provided, however, for
clarification, the recording and capturing of video of the Game and Distributing such video as
contemplated by Section 12.1 shall not be deemed to be or regarded as a violation of this Section
12.2 by the Broadcaster. Without limiting the foregoing, such logos, names and likenesses must
not be used by the Broadcaster as an endorsement of any product or service or in connection with
any political cause or candidate.

13.

COPYRIGHT.

13.1

License During Live Window.

Ownership of Copyright/Assignment To the NCAA. Effective immediately upon
13.2
the conclusion of the Live Window for each Game, the NCAA shall be the exclusive owner
worldwide of all copyrights and, subject only to the license granted the Broadcaster in this
Agreement, all rights of copyright in and to all Coverage of each Game played during the Term
(other than Third Party Materials). For purposes of this Section 13 only, Coverage includes any
Non-Game Elements containing any award presentations or ceremonies following each such
Game (and for the avoidance of doubt, excludes all other Non-Game Elements, the rights to
which shall be owned by Broadcaster as provided below). Therefore, except as set forth in
Section 13.4, the Broadcaster hereby irrevocably assigns to the NCAA all of the Broadcaster's
copyrights and all of the Broadcaster's rights of copyright in and to the Coverage (other than
Third Party Materials), effective immediately as of the conclusion of the applicable Game, on the
terms and conditions set forth in Exhibit F. For the avoidance of doubt, as between the NCAA
and the Broadcaster, the Broadcaster shall retain the copyright to any programming that it
produces under Section 7.4 or Section 7.5 (excluding any Coverage contained therein to which
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the copyright is being transferred to the NCAA hereunder), and the NCAA shall retain the
copyright to any programming that it produces under Section 7.5. The Broadcaster agrees that
the Broadcaster and its employees, agents, contractors and Affiliates shall take or cause to be
taken any and all actions reasonably deemed appropriate by the NCAA (including but not limited
to execution of a separate assignment of copyright in the form set forth as Exhibit F upon
request of the NCAA) in furtherance of such assignment. Such assignment shall be deemed
valid and effective whether documented by execution of Exhibit F or not. The Broadcaster
agrees promptly to execute and deliver all further instruments and documents that may be
necessary or that the NCAA may reasonably request in order for the NCAA to record the
assignment of the copyrights to the Coverage and to secure copyright registrations in such
Coverage. Without limiting the foregoing, the NCAA may, in its discretion, take or cause to be
taken any actions to evidence, establish, protect and maintain, the NCAA's copyrights in the
Games. As reasonably requested by the Broadcaster to facilitate the Broadcaster's prosecution
of claims for copyright infringement of the copytight during the Live Window, the NCAA shall
submit a copyright registration to the Unìted States Copyright Office for the Coverage of such
Game to the extent of the NCAA's ownership of such copyright.

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14.

TRADEMARKS.

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15.

FORCE MAJEURE.

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16.

OTHER OBLIGATIONS.

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WARRANTIES.

INDEMNIFICATION.

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19.

TERMINATION AND REMEDIES FOR BREACH.

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PROGRAM MATTER; SECTION 507 OF THE COMMUNICATIONS
ACT.

GENERAL TERMS.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first above written.

TURNER BROADCASTING SYSTEM,
INC.

By:

Name: T11 Ib
Title:

CBS BROADCASTING INC.

By:
Name:
Title:

THE NATIONAL COLLEGIATE
ATHLETIC ASSOCIATION

By:
Name:
Title:

Signature Page to
Ijulti-Media Agreement

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IN WITNESS WIIIREOF, the Parties hereto have executed this Agreement as of the
date first ab&,'e writt en.

TURNER BROADCASflNG SYSTEM,
INC.

By:
Name:
Title:

CBS BROADCASTING INC.

By:
Name:
Title:

S-'--'

Icfr9f4..ç.,J

,l/- rcc--,

(c

THE NATIONAL COLLEGIATE
ATHLETIC ASSOCIATiON

By:
Name:
Title:

Stgnaíure Page fo
Mulil-/yfedlo Agreemv7f

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first above written.

TURNER BROADCASTING SYSTEM,
iNC.

By:
Name;
Title:

CBS BROADCASTING INC.

By:
Name:
Title:

THE NATIONAL COLLEGIATE
ATHLETIC ASSOCIATION

By:
Name:
Title:

Signaun'« Page lo
M,,Iif-A1gdla Agi Cowan!

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Exhibit A
NCAA Marks
NCAA TRADEMARKS (April 17, 2010)
And Then There Were Four®
College Cup® to - Division I men's and women's soccer only
(2) College World Series® - Division I baseball only
CWSTM - Division I baseball only
Eight at the Plate® - Division I baseball only
Elite Eight®
Elite S®
F4TM - Division I men's or women's basketball only
Final 4® - Division I men's or women's basketball only
Final Four Friday® - Division I men's or women's basketball only
Final Four® - Division I men's or women's basketball only
Frozen Four® - Division I men's and women's ice hockey only
JJ Jumper® - Collegiate basketball only
(1) March Madness® - Division I men's or women' s basketball only
Men's College Cup® - Division I men's soccer only
Men's Elite Eight®
Men's Final 4TM - Division I men's basketball only
Men's Final FourTM - Division I men's basketball only
Men's Frozen Four® - Division I men's ice hockey only
National Collegiate Athletic Association®
National Collegiate Championships®
NCAA Basketball®
NCAA College Cup® - Division I men's and women's soccer only
NCAA Sweet I 6® - Collegiate basketball only
NCAA Sweet Sixteen® - Collegiate basketball only
NCAA Championships®
NCAA®
Road to the Final Four®
Selection SundayTM

Stagg Bowl® - Division III football only
The Big Dance® - Division I basketball only
The Final Four® - Division J men's or women's basketball only
The Greatest Show on Dirt® - Division I baseball only
The Road Ends Here
The Road to AtlantaTM
The Road to CaryTM

The Road to Cleveland
The Road to DetroitrM
The Road to Indianapolis®
The Road to MinneapolisTM

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The Road to New OrleanslM
The Road to Omaha®
The Road to San AntonioTM
The Road to San DiegoTM
The Road to St. LOUÌSTM

The Road to the Final Four®
Women's College Cup® - Division I women's soccer only
(2) Women's College World Series® - Division I women's softball only
Women' s Elite Eight®
Women's Final 4® - Division I women's basketball only
Women's Final Four ® -- Division I women's basketball only
Women's Frozen Four® -- Division I women's ice hockey only

March Madness and related marks: March Madness Athletic Association LLC, an
NCAA limited liability company, owns the registration to March Madness and Midnight
Madness. The NCAA is the exclusive licensee of the marks in connection with the NCAA
Division I Men' s Basketball Championship and the Division I Women' s Basketball
Championship.
College World Series and Women's College World Series: The NCAA is the exclusive
licensee of these marks, registered by Major League Baseball, in connection with the NCAA
Division I Men's Baseball Championship and the Division I Women's Softball Championship.

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Exhibit B

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Exhibit C

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Exhibit D

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Exhibit E
NCAA's Advertising and Promotional Guidelines
October 17, 2005
(Update i - November 2006)
(Update 2 - April 2010)

Introduction
The NCAA's advertising and promotional standards are designed to encourage those
advertisements and advertisers that support the NCAA's ideals and exclude those advertisements
and advertisers (and others who wish to associate with NCAA activities) that do not appear to be
in the best interests of higher education and student-athletes.
Advertisements, advertisers and others associated with NCAA events (e.g., entities participating
in NCAA championship fan fests) should be generally supportive of the NCAA's values and
attributes, and/or not be in conflict with the NCAA's mission and fundamental principles.
In formulating these advertising and promotional standards, the NCAA reviewed the broadcast
practices and standards documents of its primary television partners (i.e., the CBS Television
Network Advertising Guidelines and the ESPN Domestic Commercial Guidelines). In some
cases, the NCAA adopted specific standards from these guidelines. Overall, the NCAA
recognizes that these network guidelines help to maintain and assure a standard of appropriate
advertising on NCAA championship telecasts.

The NCAA will work with each of its business partners (including CBS, Turner and ESPN) in
reviewing in advance advertisements (e.g., those that might be viewed as demeaning or in poor
taste) or other questionable associations with the NCAA prior to the NCAA rendering a decision
as to how these standards should apply in any given situation. The NCAA reserves the right to
exercise flexibility as circumstances warrant.

Principles
The NCAA strives to be associated with entities and messages that:

Promote the NCAA's attributes: Learning, Balance; Character, Spirit/Passion,
Community, and Fair Play.
Champion the STUDENT-athlete, reflecting the integration and balance that studentathletes achieve every day between academics and athletics.
Support diversity, gender equity, nondiscrimination, physical fitness, healthy behaviors,
youth development, sportsmanship, ethical conduct, academic standards, student-athlete
welfare and amateurism.
Enhance the overall value of higher education.
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Project and enhance a consistent brand image and consistent public relations messages
for the NCAA.
Do not violate the fundamental principles and specific guidelines contained in this
document.
Understanding the realities and challenges that commercial entities face in attempting to reach
these objectives, the NCAA believes, at a minimum, that advertisements, advertisers and others
who wish to be associated with NCAA events should not:
Cause harm to student-athlete health, safety and welfare.
Bring discredit to the purposes, values or principles of the NCAA.
Negatively impact the best interests of intercollegiate athletics or higher education.
The NCAA reserves the right to disapprove any advertiser, advertisement or other association
with the NCAA or its activities that in the NCAA's sole judgment violates the principles outlined
above, which may be modified from time to time as part of the NCAA membership's continual
review of Association policies and procedures.

Specific Examples
The items below are intended to provide specific examples of topics and entities that are, and are
not, permitted to be associated with the NCAA or its events (marked below as Permissible or
Impermissible, respectively). These examples are not meant to be exhaustive but instead were
chosen to illustrate the application of the NCAA's principles outlined above. Over the years,
NCAA business partners have questioned these topics and entities, and as a result, these
examples are intended to address the most likely questions. For specific items or areas not listed
below, the principles outlined above will govern. In any situation in which there is any doubt
about appropriateness or adherence to the standards contained herein, the NCAA, after gathering
input from the involved parties, shall review the situation on a case-by-case basis to determine,
in its sole discretion, approval or disapproval. All questions about items or areas not listed
should be directed to the NCAA' s managing director of strategic activation.

[NOTE: Certain words are boldfaced below only to aid in locating specific items.]
Health Related Products

Hygiene-related products. P
Educational messages about the dangers of sexually transmitted diseases if done in a
respectful manner. P
Health-related topics or advertising, provided (1) such items are beneficial to one's
physical or mental health and (2) all health-related and technical claims are supported by
clinical or scientific evidence. P

Federally approved prescription drugs. IP
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Sexual enhancement drugs (e.g., ED drugs) that are federally approved, if no explicit
descriptions of sexual side effects are used. P [NOTE: Television and radio ads
containing such explicit language may be broadcast after 10 p.m. Eastern time.]
NCAA-banned substances* (e.g., stimulants, anabolic steroids, marijuana) and
impermissible Nutritional Supplements that NCAA member institutions may not
provide to student-athletes (e.g., creatine, amino acids, ginseng)]. I (*Note: The list of
NCAA-banned drug classes with examples substances is available at
http://wwwl.ncaa.org/membership/ed outreach/healthsafety/drug testing/banned drug classes.pdf)
Individuals, Agencies and Organizations

Most cause-related organizations or events (e.g., National Alliance of Breast Cancer
Organizations) unless the cause endorses a controversial or unacceptable viewpoint. P

Professional advertising (e.g., dentists, doctors, lawyers). P

Governmental agencies. P
Individuals, organizations or associations organized as a recognized not for profit,
unless (1) the ad or association endorses a political candidate or party, or (2) the ad or
association advocates a viewpoint on controversial issues of public importance. [Subitems (1) and (2) do not apply to television and radio advertising inasmuch as Federal
rules/laws and networks' broadcast practices and standards take precedence in regard to
political ads and controversial topics, respectively.] P
Nightclubs, pooi halls and other establishments that include adult entertainment,
gambling and the like. I

Public personalities whose personas/images are inappropriate for NCAA audiences
(e.g., those who promote hatred, misogyny or discrimination in their art). I
Advocacy of viewpoints on controversial issues of public importance (e.g., religious
beliefs, political beliefs). I
Sports Issues

Professional athletes or others connected with professional athletics, provided there are
no explicit promotional references to professional teams, leagues or events. P [Note:
This standard does not apply to a broadcast entity's tune-ins or promos for its upcoming
programming that involves a professional team/event.]
Sports camps/clinics (both private as well as those affiliated with a university), provided
no recruiting service is promoted. P

Sports wagering. I
Organizations or companies primarily involved in gambling or gaming business
activities (e.g., publications, Web sites, products, services). This includes casinos,
horse/dog racing tracks, off-track betting and state-run lotteries. I

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Names, pictures or likenesses of currently eligible NCAA student-athletes, unless
specifically. authorized by the NCAA and appropriate releases have been obtained. I

Athletics recruiting services. I
Children/Youth Protection

Child-directed topics or advertising, with the understanding that all applicable laws are

met. P
Firearms, ammunition, and other weapon-related items. I
Gratuitous violence of any kind, including ads depicting reckless, disorderly or
destructive fan behavior. I
Material that is defamatory, obscene, profane, vulgar or otherwise considered socially
unacceptable or offensive to the general public. I

Overt and demeaning portrayal of males and/or females as sexual objects. I

Depiction of any student-athlete subgroup in a degrading, demeaning or disrespectful

manner. I
Promotions for motion pictures, television programming or interactive games that are
rated "NC- 17 (formerly "X") or their television/interactive game equivalents. I
Alcohol and Tobacco

Anti-smoking, anti-drinking or anti-tobacco activities or items. P
Malt beverages, beer and wine products that do not exceed six percent alcohol by
volume, provided:
such advertisements do not compose more than 14 percent of the space in the
NCAA publication (e.g., game program) devoted to advertising or not more than
60 seconds per hour of any NCAA championship programming,

such advertisements or advertisers incorporate "Drink Responsibly" educational
messaging *, and
the content of all such advertisements is respectful (e.g., free of gratuitous and
overly suggestive sexual innuendo, no displays of disorderly, reckless or
destructive behavior) as determined by the NCAA on a case-by-case basis. P
*

(1) For television and radio, there is flexibility as to how the advertisement or
advertiser can provide the "Drink Responsibly" messaging. The NCAA will review and
determine on a case-by-case basis what is considered an adequate level of such
messaging, which should be commensurate with the following general standard: a voiceover and/or super (on-screen text) of at least 3 seconds in a 30-second commercial; or a
minimum of 5 seconds in a 60-second commercial). (2) For radio, consist of a voice-over
for a minimum of 3 seconds for a 30-second commercial or 5 seconds for a 60-second
commercial. (3) For print or Internet, acceptable "Drink Responsibly" messaging, at a
minimum, must consist of text and/or graphics so as to make the tag easily legible in
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relation to other text in the ad. [It is recommended that all proposed tags be submitted for
NCAA review in each case, regardless of TV, radio, print or Internet.]

Alcoholic beverages (except as specified above). I
Companies primarily involved in the manufacture or sale of tobacco or tobacco-related
products/services. I
Legal/Technical

False, unsubstantiated or unwarranted claims for any product or service, or any
unauthenticated testimonials. I

Ambiguous, misleading or deceptive statements. I
Terms or implications that the NCAA, its member institutions/conferences, or the
faculties, employees or students of such member institutions/conferences recommend,
endorse or certify any product or service, or are employed or engaged by the
commercial entity. I
Any act or anything contradicting or in any way impairing or tending to impair the
NCAA's exclusive right, title and interest in and to NCAA Marks. I

Infringements or violations of any law, agreement or other rights of any kind
whatsoever, of any person or entity including, without limitation, rights affecting
copyright, patent, trademark, unfair competition, contract, defamation, privacy and/or

publicity. I
Attacks or other disparagements of the NCAA or its members. I
Unless proper authorization exists, NCAA marks and logos (e.g., March Madness, Big
Dance, Final Four, the names of NCAA championships) and NCAA championship
brackets, including ambush marketing that impairs NCAA rights and goodwill through an
improper association. I
[NOTE: NCAA marks available for use by authorized entities, with prior approval, can
be found at http://wwwl .ncaa.org/eprise/mainlPublic/CBAlTrademarks.html]

For championship game programs ads, any products or services that are competitive
with those product/service categories of NCAA corporate champions (i.e., currently,
Coca-Cola, General Motors/Pontiac and Cingular). I

Process
The NCAA president shall have the authority to rule in cases where doubt exists concerning
acceptable advertisers and/or advertisements associated with NCAA championships and other
NCAA related activities.
The NCAA staff will carry out the president' s authority over these standards on a day-to-day
basis. The senior vice-president for basketball and business strategies will consult with other
NCAA staff in the area being affected (e.g., brand management staff, championships staff to the
extent the advertising is to be placed during the broadcast of NCAA championships) before
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making the final decision. The managing director of public and media relations, as well as inhouse counsel, shall be consulted, as necessary, before communicating final decisions.
The NCAA will use commercially reasonable efforts not to apply any substantive changes to its
advertising and promotional standards without proper notice to its business partners (e.g., have
changes be effective at the beginning of the next academic year).

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Exhibit F

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Appendix A

Copyrights
Audiovisual Program

Registration Number

Date Registered

F-3
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Exhibit G

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Exhibit H

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Exhibit I

I-1
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I

C-11 76999v6 21173.0001!

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Exhibit J

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I
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C.1177000v5 21173.00011

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3
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C1 177000v5 21173.00011

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