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).

From :
Sent:
To:
Subject:
Attachments:

Weitekamp, Greg [MAILER-DAEMON)
Monday, August 23, 2010 11 :15 PM
Michiaels; Jeramy
FW: Turner/NCAA - Digital Rights Agreement
0487_001.pdf

FYI...Live itJ breathe itJ own it! Let it officially begin.

Greg W
eitekamp
NCAA
Director of Broadcasting

From: ShahJ Tina [mailto:[e-mail]]
s e nt: Monday) August 23J 2e1e 5:55 PM
To: WeitekampJ Greg; DunnJ Rich; Robinson) S. Graham; BearbyJ Scott; Shaheen) Greg
Subject: Turner/NCAA - Digital Rights Agreement

Gentlemen)

Here's a copy of the fully executed NCAA digital rights agreement dated as of August 23rd.

Thanks again t o eve ryone f or their hard work in getting this done .

BestJ
Tina

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DIGITAL RIGHTS AGREEMENT
This Digital Rights Agreement (this "Agreement") is made and entered into this 23'd day of
August, 2010 ("Effective Date"), by and among Turner Sports Interactive, Inc. ("'Turner"), and
The National Collegiate Athletic Association, an unincorporated association ("NCAA").
WHEREAS, the NCAA owns the right to license the Distribution of NCAA Content and
NCAA Marks as described more fully herein, and seeks to provide broad exposure
simultaneously for its athletics programs and contests in order to further and fulfi ll its
educational purposes, core purposes and core values; and
WHEREAS, Turner desires to purchase a license to produce and broadly Distribute, or
cause the broad Distribution of, presentations ofNCAA Championship events as well as other
NCAA Content, and the NCAA desires to license such rights to Turner on the terms set forth
below; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
l.
Definitions. Capitalized terms which are not otherwise defined shall have the meaning
given to such terms in Exhibit A, which is incorporated herein by reference.
2.

NCAA Digital Platform.
A.

The NCAA Website.
I.

Hosting; Re-Launch.

a.
The NCAA shall license intellectual property to Turner so that it
shall develop, host, manage and operate the NCAA Website as an interactive, video-centered
multi-media website at www.NC AA.com in accordance with the Content Plan. Turner shall
conduct a soft re-launch of the NCAA Website no later than February I, 2011 , and shall
complete the full re-launch of the NCAA Website no later than May 1, 20 II.
b.
During the period commencing on the Effective Date and expiring
upon the complete and full re-launch of the NCAA Website in accordance with Section 2.A.I.a
(the "NCAA Re-Launch Development Period''), Turner shall diligently work with CBS to
transition the hosting, management and operation of the NCAA Website from CBS to Turner.
The NCAA recognizes, however, that because CBS may continue to manage the appearance,
configuration, design, technical features and support, and layout of the NCAA Website during
the NCAA Re-Launch Development Period, it may not be feasible for Turner to meet the
Baseline Requirements prior to the complete and full re-launch of the NCAA Website in
accordance with Section 2.A.l.a; provided, however, that Turner shall use commercially
reasonable efforts to complete such transition as expeditiously as possible and, in any event, shall
produce the Minimum Editorial Content and live streaming video of each NCAA Championship
(either directly through management of the NCAA Website or will produce and provide the same
to CBS) occurring on or after October 1, 2010. During the NCAA Re-Launch Development

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Period, NCAA will continue to provide reasonably requested support to Turner and CBS in
connection with the transition of the NCAA Website.
2.
Look and Feel. The appearance, configuration, design, capabilities,
features and layout of the NCAA Website (the ·'Look and Feef'), and all changes and
modifications thereto, shall be the responsibility of Turner as further detailed in the Content Plan,
and except as expressly set forth to the contrary in this Agreement or in the Content Plan.
3.
Baseline Requirements. Following the complete and full re-launch of the
NCAA Website in accordance with Section 2.A.l.a, and unless otherwise mutually agreed upon
by Turner and the NCAA or as otherwise expressly stated in the Content Plan, Turner shall
ensure that the baseline elements and requirements set forth below in this Section 2.A.3
(collectively, the "Baseline Requirements") are met in connection with its operation of the
NCAA Website and the NCAA Digital Platform. Except as otherwise mutually agreed upon by
Turner and the NCAA or as otherwise expressly stated in the Content Plan or this Agreement,
Turner shall fund the costs and expenses for the Baseline Requirements.
a.

NCAA Championships. Unless otherwise agreed by the NCAA,

Turner shall:
i.
For each Game of each NCAA Championship played at the
final venue site: (x) produce and Distribute video of each such Game in its entirety via live
streaming (or via similar or successor technology) on the NCAA Website, in each case in
accordance with the Minimum Production Requirements; provided, however, that Turner shall
not be obligated to produce and Distribute video of any such Game for which any third party has
been granted the right to, and elected to exploit the right to, telecast such Game (or another
Game from the same round as such Game) in the United States via Traditional TV; and provided
further that, the NCAA must notify Turner of such third-party elections for a Contract Year by
September 301h of such Contract Year, and (y) produce and Distribute via the NCAA Website the
Minimum Editorial Content. The NCAA shall determine the dates, times, venue sites and
participants of all Games in its sole discretion; provided, however, if at any time after the
Effective Date the NCAA increases the number of Games conducted at the final venue site of
any NCAA Championship from the number of such Games as of the Effective Date, Turner shall
not be obligated to perform the obligations set forth in clauses (x) or (y) above for such
additional Games unless expressly agreed to by Turner and the NCAA in the Content Plan or
otherwise. For clarity, the parties acknowledge that for some sports, such as sports that are not
organized into discrete games and conducted in a fixed locale (e.g., Nordic skiing), the Minimum
Production Requirements may result in less than the entirety of the applicable Event being
captured and Distributed (e.g., three wired cameras at a Nordic skiing race might capture all
competition at the start-, end- and mid- points of the race, but might not capture competition at
points on the race course that are not proximate to the cameras).
ii.
Distribute in its entirety via the NCAA Website each
NCAA Championship ..selection show" produced and delivered to Turner by the NCAA to
announce all of the pairings of the applicable NCAA Championship. The NCAA shall ensure
that the Content Plan for each Contract Year designates which NCAA Championships have been
selected to have a ·'selection show". The NCAA shall consult in good fai th with Turner
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regarding the content that shall be included in each "selection show... For the avoidance of
doubt, the selection shows shall be deemed "NCAA Content" for the purposes of this
Agreement.
111.
Develop, host, manage and operate a unique web page
within the NCAA Website for each NCAA Championship (each such page, an "NCAA
Microsite" ). Turner shall ensure that each such NCAA Microsite shall (x) include the
information reasonably provided by the NCAA with respect to the general operation of the
applicable NCAA Championship, which may include, without limitation, Game dates, times,
venue sites, venue maps, parking information, fan event information, ticket information provided
by the NCAA to Turner (including, without limitation, links to online ticket buying pages
provided by the NCAA), and other operational information reasonably provided by the NCAA
and (y) be viewable via a mobile website or application. Turner and the NCAA acknowledge
and agree that the NCAA Content of certain NCAA Microsites may be more robust than others,
as appropriate given the particular NCAA Championship and scope of the potential audience for
NCAA Content related to such NCAA Championship.

iv.
For each Game from each NCAA Championship, update on
a timely basis the NCAA Website with (x) final scores and (y) to the extent provided by the
NCAA (directly or indirectly through a third party on behalf of the NCAA), other data and
statistics (e.g., player statistics); provided that if the NCAA and/or any host institution provides a
live-data feed to Turner, the scores, data and statistics shall be updated on a real-time basis. The
parties shall discuss in good faith and mutually agree upon the format in which the CAA and/or
any host institution shall deliver data feeds to Turner.
v.
If Turner Distributes NCAA Video of an entire Game of an
NCAA Championship live on the NCAA Website pursuant to Section 2.A.3.a.i above, or if the
NCAA (or a third-party telecaster on NCAA' s behalf) otherwise provides Turner live NCAA
Video from any Game of an NCAA Championship (e.g., NCAA Video produced for NCAA
under its Traditional TV Rights Agreement with a third party), then promptly after the
completion of the Distribution of such Game by Turner or promptly after the NCAA provides
Turner such NCAA Video for such Game, Turner shall produce and make available highlights
via the NCAA Website of one or more specific plays from such Game.
vi.

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vii.

b.
Redesigns & Site Updates. Turner shall perform site redesigns and
material site updates (e.g., addition of video to home page T-1 ad unit, development work to
make T-2 ad unit content agnostic or addition ofplaylist to site video section) for the NCAA
Website at a frequency that is not less than the frequency with which such services are performed
for the other Turner Sports Digital Properties; provided, however, if at any time during the Term
Turner shall not operate any Turner Sports Digital Properties, Turner shall, at a minimum, (i)
make evolutionary updates (i. e., minor updates to the Look and Feel of the NCAA Website) to
the NCAA Website at least every six months during the Term and (ii) perform a revolutionary
update (i.e., material updates to the Look and Feel of the NCAA Website) of the NCAA Website
at least once every two Contract Years).
c.
CMS. ln connection with its operation of the NCAA Digital
Platform, Turner shall operate and maintain a content management system (the " CMS"). Turner
shall provide designated representatives of the NCAA with access to the CMS in order to remove
any NCAA Content Distributed on any platform comprising the NCAA Digital Platform that the
NCAA reasonably and in good faith determines constitutes a Damaging Use; provided that the
NCAA has first provided notice to Turner' s GM for the NCAA Digital Platform (or its designee)
by email regarding the matter and failed to receive a response within one (l) hour of such notice.
The NCAA shall be responsible for its personnel's access to the CMS and any consequences
thereof.
d.
Technology Standards. Turner shall ensure that the speed and
accessibility of the NCAA Website and the other NCAA Digital Platform offerings are
maintained and operated in a manner at least consistent with such attributes of other high quality,
reputable and top tier websites and Digital Platforms dedicated primarily to collegiate or
professional sports in the United States, including, without limitation, implementation of
adequate bandwidth levels which may be contained on such comparable websites and/or Digital
Platforms, and implementation of video quality and search capabilities which are consistent with
those contained on the other Turner Sports Digital Properties. Turner shall provide staff hours
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for the operation of the NCAA Digital Platform sufficient to satisfy, at a minimum, the
production capabilities to perform the activities contemplated in this Agreement. Without
limiting the generality of the foregoing, with respect to a technology feature that is implemented
across the Turner Sports Digital Properties, and to the extent that such technology feature is
related to the fulfillment of a Baseline Requirement (e.g., video player), Turner shall use
commercially reasonable efforts to cause such technology feature also to be implemented within
the NCAA Digital Platform within a reasonable period of time after such technology feature has
been initially implemented across the other Turner Sports Digital Properties; provided, however,
the NCAA understands that not all technology features implemented within the Turner Sports
Digital Properties shall be applicable to, or implemented as part of, the NCAA Digital Platform
and also understands that the Turner Sports Digital Properties are different (e.g., different
audiences, different scale, different business models), so that the particular technology features
and the timelines for implementation for the NCAA Digital Platform shall not be identical to the
other Turner Sports Digital Properties.
e.
Changes to NCAA Championships. In the event that, from time to
time, there are material increases to the number of NCAA Championships, or to the number of
Games conducted at, or the number of days comprising the competition at, the final venue site of
any NCAA Championship, the NCAA and Turner shall discuss and mutually agree upon any
equitable changes that may be warranted to the Baseline Requirements.

parties agree
urner cannot
agree upon
anges
good faith
discussions, they shall escalate the matter to the NCAA's Director of Broadcasting (or such other
officer designated by the NCAA to Turner in writing pursuant to Section 19.A) and Turner's
Chief Operating Officer (or such other officer designated by Turner to the NCAA in writing
pursuant to Section 19.A). If the foregoing individuals cannot mutually agree on such changes
after good faith discussions, they shall escalate the matter to Turner's President (or its designee)
its
·
and
shall discuss in
faith and mutual
and the NCAA's President
the vli<UlJ.:,vo:>.

B.
The Web Store. Turner, either on its own or through an e-commerce partner,
shall design, host, operate, administer and maintain the official store of the NCAA Digital
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Platform (the "Web Store") in accordance with the terms set forth herein and in the Content Plan.
Turner shall ensure that the Web Store is easily accessible from all web pages of the NCAA
Website, including prominent links.
I.
Operation of the Web Store. Turner, either on its own or through an ecommerce partner, shall be responsible for performing all duties and responsibilities necessary to
operate the Web Store including, without limitation, (a) acceptance and collection of payment
from customers, (b) maintenance of sufficient inventory of NCAA licensed merchandise from all
NCAA Championships; provided, that Turner shall not be obligated to provide NCAA
Championship licensed merchandise unless the NCAA's then-current NCAA Championship
approved vendors are willing to enter into an agreement with Turner, or its e-commerce partner,
on commercially reasonable terms and conditions, including, without limitation, pricing terms
and terms and conditions (e.g., technology integration fees and other fees that the vendor may be
required to pay) related to implementing the vendor's merchandise within the Web Store;
(c) maintenance of product descriptions, prices and other product-related information for all
NCAA licensed merchandise available via the Web Store; (d) delivery of the NCAA licensed
merchandise to customers; (e) processing of returns, exchanges and customer service issues; and
(f) all other components of consummating remote purchase and sale transactions, including
without limitation, the services described in the Content Plan. Without limiting the foregoing,
Turner, either on its own or through an e-commerce partner, shall take commercially reasonable
steps to ensure that all NCAA licensed merchandise posted on the Web Store are available to be
delivered to customers within industry standard delivery periods.
2.
Level of Service. Turner agrees to ensure that all services and
responsibilities with respect to the operation of the Web Store shall be performed in a manner
substantially similar to the service level standards and requirements that Turner provides or has
agreed to provide for the other Turner Sports Digital Properties.
3.
Ticket Sales and Hospitality Packages. The parties acknowledge and
agree that, subject to Section 4.A.4, this Agreement shall not entitle Turner to any consideration,
compensation, commission or revenue received from the sale of tickets to NCAA Championship
Games and/or hospitality packages on or through any Digital Platform.
4.
Compliance with Laws. Turner shall, and shall include a contractual
requirement that any e-commerce partner engaged by Turner shall, comply with all applicable
laws regarding e-commerce, including without limitation, requirements for notice to and dealings
with customers. In addition, Turner and the NCAA shall mutually develop the Terms of Use
conditions and Privacy Policy to be posted on the NCAA Website and the Web Store, which
shall be consistent with the Terms of Use and Privacy Policy for 'the other Turner Sports Digital
Properties. Turner agrees that it shall enforce the Terms of Use conditions and Turner and the
NCAA agree to abide by such Privacy Policy. Turner shall be responsible for ensuring that any
e-commerce partner engaged by it complies with any applicable laws regarding e-commerce, the
Terms of Use conditions and/or the Privacy Policy.
C.
Content; Other NCAA Digital Initiatives. On or before the commencement of the
20 I O-Il Contract Year, Turner and the NCAA shall meet, discuss in good faith, and adopt a
mutually agreeable Content Plan, which shall describe the scope of the NCAA Digital Platform
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for such Contract Year. Subsequently, Turner shall review, evaluate and (as necessary) make
mutually agreeable amendments to the Content Plan at each Operational Meeting. Turner and
the NCAA may also meet (in-person or via conference calls) at such other times as either party
deems reasonably necessary to discuss any suggested amendments, modifications or updates to
the Content Plan. If, despite good faith discussions by and between the NCAA and Turner, the
parties cannot mutually agree upon the Content Plan (or any amendment to the Content Plan) for
any Contract Year, the parties agree that (a) the Content Plan for such Contract Year shall be the
same as the Content Plan for the immediately preceding Contract Year and (b) the increase in the
Annual Budget for such Contract Year (as determined pursuant to Section S.A) shall be
distributed and/or allocated on a pro rata basis (based upon the allocation of the Annual Budget
across the NCAA Digital Platform initiatives from the immediately preceding Contract Year)
across each of the NCAA Digital Platform initiatives described in such Content Plan in order to
increase and/or improve the functionality, performance, delivery, production quality and/or
quantity, as applicable, of such NCAA Digital Platform initiatives. For clarity, Turner
acknowledges and agrees that the NCAA shall have the right to object to the adoption of any
NCAA Digital Platform initiative proposed by Turner in the Content Plan based on its good faith
determination that such product or service could reasonably be expected to result in a Damaging
Use.
I.

NCAA Digital Platform Initiatives.

a.
In the event that the NCAA from time to time identifies any Digital
Platform initiative not speci fically reserved to the NCAA pursuant to Section 4 (e.g.,
exploitation of new Digital Platform technologies or exploitation of Distribution rights) that
Turner is not then currently pursuing or planning to pursue within the current Contract Year or
the immediately following Contract Year ("NCAA Digital Platform Initiative"), then the NCAA
shall notify Turner in writing of such NCAA Digital Platform Initiative (including all relevant
business, financial and rights-related terms). If Turner determines in good faith that such NCAA
Digital Platform Initiative could reasonably be expected to materially and adversely impact the
NCAA Digital Platform or its Digital Rights, then NCAA will be prohibited from pursuing the
NCAA Digital Platform Initiative any further, notwithstanding Section 2.C.l.b below. In the
event that NCAA disagrees with Turner's good faith determination that the NCAA Digital
Platform Initiative could reasonably be expected to materially and adversely impact the NCAA
Digital Platform or its Digital Rights, the NCAA may escalate such dispute to the Director of
Broadcasting for the NCAA (or such other officer designated by the NCAA to Turner in writing
pursuant to Section 19.A) and the Chief Operating Officer for Turner. In the event that they are
unable to resolve the issue, the dispute will be escalated to the President of the NCAA (or its
designee) and the President ofTumer (or its designee), and they shall mutually agree upon a
resolution of the issue.

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c.

D.
Program.

Management and Operation of NCAA Digital Platform; Staffing and Internship

I.
Management. Turner shall have the responsibility and authority to
manage the day-to-day operations of the NCAA Digital Platform, including, without limitation,
by making the daily operational decisions, selecting technical and business partners, vendors and
subcontractors, leading sales and business development initiatives, making financial decisions,
determining functionality, content and other features; provided, that (a) Turner shall not exploit
any Digital Right, conduct any activity, or otherwise engage in any operations related to or
arising in connection with the NCAA Digital Platform that do not comply with the terms and
conditions of this Agreement and the then-current Content Plan, and (b) if Turner develops and
Distributes content that the NCAA determines in good faith could reasonably be expected to
constitute a Damaging Use, then (i) an NCAA designated representative may, in accordance with
Section 2.A.3.c, access the CMS and remove such content from the NCAA Digital Platform and
(ii) Turner shall use commercially reasonable efforts to work with all third parties (e.g., Yahoo!)
that were provided such content by Turner via a sublicense or syndication under this Agreement
to remove such content from such third parties' Digital Platforms. For purposes of clarification,
the foregoing takedown right shall apply to all content Distributed by Turner on a Digital
Platform pursuant to this Agreement. Turner shall use its best efforts to keep the NCAA
apprised of operational decisions affecting the NCAA Digital Platform and the parties shall
collaborate in good faith with respect to those decisions.
2.
Turner Staffing. Turner shall employ an adequate number of
appropriately-skilled, dedicated staffto support the NCAA Digital Platform. Without limiting
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the foregoing, it is currently contemplated such dedicated staff shall include (i) a general
manager to liaise on a day-to-day basis with the NCAA with respect to the NCAA Digital
Platform and to ensure Turner"s compliance with its obligations hereunder, (ii) an operations
manager to oversee the technical operation of the NCAA Digital Platform, and (iii) a product
manager to work with the NCAA to research, evaluate, design and develop new products,
services or offerings for the NCAA Digital Platform, and (iv) an editorial staff to coordinate the
development and production of the Minimum Editorial Content and other quality and timely
editorial content. It is also currently contemplated that Turner will employ shared Turner staff
(i.e., Turner executives and employees that shall perform work for the NCAA Digital Platform
and for other businesses that Turner operates) to assist with certain aspects of the NCAA Digital
Platform, including without limitation, business strategy, live video streaming, innovation, new
product development and distribution. The NCAA acknowledges that the make-up of the Turner
staff for the NCAA may change during the Term in accordance with the needs of the NCAA
Digital Platform as further detailed in the Content Plan.
3.
Talent for NCAA Video. Turner agrees that no play-by-play announcers,
color announcers, sideline reporters, studio talent and other announcers hired by Turner to appear
in NCAA Video coverage of a Game shall be: (a) a then-current college coach or a
representative of an NCAA Institution or collegiate athletics conference or (b) a current coach,
player or other employee or representative of a professional sports league or team. Turner
further agrees that such play-by-play announcers, color announcers, sideline reporters, studio
talent and other announcers shall be in good standing with the NCAA and shall not have
committed any major infraction or violation of any NCAA Rules.
4.
NCAA Liaisons. The NCAA shall retain and make available between two
and five NCAA personnel to liaise on a day-to-day basis with Turner with respect to the NCAA
Digital Platform, and it is anticipated that these personnel shall include a senior liaison, an
editorial liaison and a social media lead, provided that such personnel may change during the
Term in accordance with the needs of the NCAA Digital Platform as further detailed in the
Content Plan. The NCAA liaisons shall have the authority necessary from the NCAA to grant
any applicable NCAA Approvals needed from the NCAA with respect to the NCAA Digital
Platform; provided, however, that Turner acknowledges and understands that the NCAA liaisons
may need to confer with other NCAA personnel prior to granting any such NCAA Approvals.
5.
Internship Program. During each Contract Year, commencing with the
20 10-11 Contract Year, Turner shall manage and operate an internship program focused solely
on the NCAA Digital Platform. As part of such internship program, during each Contract Year,
Turner shall hire, employ and train not less than ten (I 0) interns and such interns shall spend
their internship time working for Turner on NCAA Digital Platform operations, projects and/or
initiatives. The interns for such program shall be selected per Turner's policies and the program
shall be managed and operated per Turner's policies.
E.
Market Research. Turner shall perform market research to gain insight into the
NCAA Digital Platform 's audience and how best to optimize the NCAA Digital Platform to
maximize, serve and monetize this audience. Turner shall share the results of such research with
the NCAA.
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F.

Other Obligations.
I.

Meetings

a.
Advisory Board; Operational Meetings. Turner and the NCAA
shall maintain an advisory board made up of key executives of each organization (collectively,
the '·Advisory Board"). The Advisory Board shall meet once each February and August during
the Term at a mutually agreeable location (each, an "Operational Meeting"). At each
Operational Meeting, Turner and the NCAA shall (i) review and evaluate the performance of,
and general strategic issues and plans related to, the NCAA Digital Platform (including, without
limitation, with respect to the NCAA Website and sales of Advertising and Sponsorships) and
NCAA Digital Platfonn Initiatives and (ii) to the extent necessary, amend the Content Plan to
reflect the results of such review and evaluation.
b.
Financial Status Meetings. Turner shall provide, on a monthly
basis, financial forecasts (i.e. , forecasted P&L statement) for the quarter and Contract Year with
respect to the NCAA Digital Platform and shall conduct quarterly conference calls with the
NCAA to discuss the financial performance of the NCAA Digital Platform.
c.
Look-Ins. At a mutually-agreed upon date during each of the
2014-15 and 2019-20 Contract Years, senior-level executives of the parties shall meet at the
NCAA headquarters to identify, discuss and review in good faith any opportunities to increase
revenue, changes to the scope and direction of the NCAA Digital Platform, and other
commitments and obligations related to this Agreement. The foregoing shall not obligate any
Party to agree to any changes or modifications to the terms of this Agreement.
2.
NCAA Website Traffic Reporting. Turner shall provide to the NCAA the
following NCAA Website tmffic reporting: (i) weekly traffic reports, (ii) monthly traffic reports,
in form and substance consistent with the traffic reports prepared and delivered by Turner to the
Nielsen Company (or the then-current industry standard audience measurement service) and (iii)
quarterly analytical traffic reports, in form and substance consistent with the analytical website
traffic reports provided to the other Turner Sports Digital Properties.
3.
Grant of Rights. During the Term, the NCAA hereby grants to Turner, in the Territory,
the non-transferable licenses described below, in each case to be exercised in accordance with
and subject to the terms, conditions, exceptions and limitations set forth in this Agreement
(including, without limitation, those set forth in Section 4):
A.

The NCAA Website.

B.

NCAA Marks & NCAA Designations.
I.

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2.

C.

NCAA Content.

D.

NCAA-Branded Games.

E.

NCAA Electronic Mail.

F.

NCAA Database.

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G.

Publicity/Promotion.

H.

E-commerce.

I.

Data.

J.

[Intentionally Omitted.]

K.

Sublicensing and Svndication.

I.

2.
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M.

Clarifications.

4.
Exceptions and Clarifications with Respect to Digital Rights. The rights
granted to Turner in Section 3 (and the covenants of the NCAA set forth in Section 3) are
subject to the following limitations, restrictions and exceptions:
A.

NCAA Exclusive Rights.
I.

NCAA Audio.
a.

b.

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2.

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Social Media.

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3.

4.

Ticket Sales and Hospitality Packages.

5.

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NCAA Domain Names other than NCAA Website.

NCAA Digital Platform Initiatives.

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B.

Third-Party Rights.
1.

Multi-Media Agreement.

2.

Digitization Provider.

3.

Other Rights.

a.

b.

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Existing Other Rights.

Negotiating Other Rights.

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c.

d.

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Additional Restrictions on Other Rights.

International Distribution.

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4.

5.

Development and Distribution of Completed Game Data.

6.

Photographs.

7.

DVDs.

8.

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Development and Distribution of Live Game Data.

March Madness Mark.

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C.

Other Exceptions to Exclusive Rights.
I.

Internal Use.

2.

In-Venue Use.

3.

News Access.

4.

NCAA Institution, NCAA Affiliate.d Member and Other Nonprofit Use of

5.

NCAA Institution Use of NCAA Video and NCAA Content.

NCAA Marks.

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6.

iHoops.

7.

Promotion of NCAA and NCAA Business Partner Initiatives.

D.
Clarifications. For avoidance of doubt, Turner agrees that to the extent that the
NCAA has retained an exclusive right pursuant to this Agreement, or has granted any exclusive
right under the Multi-Media Agreement, or has, in accordance with this Agreement, granted any
Other Rights or those rights set forth in Exhibit F, Turner shall have no right to exploit the
applicable right. As between the NCAA and Turner, the NCAA will be responsible for the
arrangements it has entered into and enters into with respect to the rights the NCAA has reserved
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under and/or grants per this Section 4 and for the activities to activate, operate and utilize such
rights and arrangements.
5.
Financial Terms. In consideration of the Digital Rights granted hereunder,
including the right to produce and Distribute NCAA Video, Turner agrees to pay the Royalties,
which shall be determined in accordance with this Section S.

B.

Royalties.

f

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2.

Royalty Calculation.

•! .. . '

t

~

1. •

f\ ,

i

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4.

Miscellaneous Clarifications and Requirements.

a.

, and/or other revenue-generating activities, in each case, as permitted under
this Agreement.
b.

C.
P&L Statements: Gross Revenue Reporting. During each Contract Year, Turner
shall provide to the NCAA: (i) within forty-five (45) days following the end of each fiscal
quarter, (a) quarterly actual profit and loss statements with respect to the NCAA Digital Platform
to the NCAA and (b) a quarterly statement of Gross Revenue, in form and substance reasonably
satisfactory to the NCAA, computing both (x) aggregate Gross Revenue received by Turner
during such quarter and (y) aggregate Gross Revenue received by type of revenue (e.g.,
Advertising and Sponsorship revenue, sublicensing and syndication revenue, subscription
revenue and other revenue) received by Turner during such quarter; and (ii) within forty-five
(45) days following the end of each Contract Year, an actual profit and loss statement with
respect to the NCAA Digital Platform for such Contract Year.
D.

Audit.

By NCAA. The NCAA shall have the right to audit and inspect any
I.
books, records and other materials of Turner that are relevant to the computation of the Royalty
payments required by this Agreement, and each such audit may only include books, records and
other materials of Turner for that particular Contract Year and no more than for the three (3)
immediately preceding Contract Years. The NCAA shall have access to Turner's officers and
employees involved with this Agreement or involved with any activities conducted in accordance
herewith, during normal business hours and upon advance notice (at least 30 days) on mutually
agreed upon dates, and provided that such audit, inspection and access will not interfere with
Turner' s conduct of normal business operations. Turner must reasonably segregate its records in
such a manner as to facilitate the foregoing audit and for purposes of clarification, NCAA shall
not have the right to audit or inspect any books, records or other materials which are not relevant
to the computation of the Royalty payments or the NCAA Digital Platform (e.g., expenses, costs
or revenues related to other Turner businesses). In the event that an audit by the NCAA (or its
representatives) determines a payment deficiency for Royalties due versus Royalties actually
paid by Turner, then Turner shall pay the Royalty deficiency. Once NCAA has audited or
inspected the books, records and for other materials of Turner for a particular Contract Year, or

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the aforementioned three year window has passed, the NCAA shall have no right to conduct any
further audits or inspections for such Contract Years or look back to previous Contract Years.
2.
By Turner. Turner shall have the right to audit and inspect any books,
··- records and.other mate.r ials.ofthe NCAA-that are1elevantt.o the Recouped Costs claimed by the
NCAA under Section 11, any expenses claimed by the NCAA under Section 2.C.l.b, or any
revenues arising from the exploitation of any NCAA Digital Platform Initiative under
Section Section 2.C.l.b, and each such audit may only include books, records and other
materials of the NCAA for that particular Contract Year and no more than for the three (3)
immediately preceding Contract Years. Turner shall have access to the NCAA's officers and
employees involved with this Agreement or involved with any activities conducted in accordance
herewith, during normal business hours and upon advance notice (at least 30 days) on mutually
agreed upon dates, and provided that such audit, inspection and access will not interfere with the
NCAA' s conduct of normal business operations. The NCAA must reasonably segregate its
records in such a manner as to facilitate the foregoing audit and for purposes of clarification,
Turner shall not have the right to audit or inspect any books, records or other materials which are
not relevant to the Recouped Costs claimed by the NCAA under Section 11, any expenses
claimed by the NCAA under Section 2.C.l.b, or any revenues arising from the exploitation of
any NCAA Digital Platform Initiative under Section Section 2.C.l.b. In the event that an audit
by Turner (or its representatives) determines an overpayment by Turner or underpayment by the
NCAA, then the NCAA shall refund the overpayment or pay the deficiency. Once Turner has
audited or inspected the books, records and other materials of the NCAA for a particular
Contract Year, or the aforementioned three year window has passed, Turner shall have no right
to conduct any further audits or inspections for such Contract Years or look back to previous
Contract Years.
6.

Term, Termination and Extension of Term.

A.
Tenn. This Agreement shall be valid and binding as of the Effective Date and,
unless earlier terminated or extended pursuant to the terms hereof, shall continue through and
including August 31, 2024 (the "Term" ).
B.
Termination. This Agreement may be terminated by either party immediately
upon written notice to the other party, if the other party (i) materially breaches this Agreement,
and, if such material breach is capable of being cured, such material breach is not cured within
thirty (30) days after the date on which written notice of such breach is given to the breaching
party by the non-breaching party; or (ii) shall file in any court pursuant to any federal or state
law, a petition ofbank.rupt~yJ~r iR~'i!J..Yftll~.Q;(Qf r~r~ion or for the appointment of a
., ..,., . <,·-~w~v~. or ~teeqi,AA! QJ. .~~Llb~~~~~p~:S property, or such party shall
make an assignment for the benefit of creditors or. a petition.in bankruptcy shall be filed against
such party. In additio~,_tb\~.. Aif~n.L~P.~,J"-WJI)Iltic.aUY~.oninate in the event of any
...., r!;t;m,~ti'i\JLQ~ ~~if~~ ,Qf.~MW~IilfJZf~tW~~t iQr @JlY reason. Any proper termination
• by ei~er p,u:ty pu.rsuan.t to 1\}is S~o.q Q,Q.~,UQ~.~~ti~ a breach of this Agreement by
;
such party or W.P~l~tiQP.9t~I\l~~~•.~,£RQ~OI!li~p,~~rwise affect any other rights or
remedies such.pan.,.y may. hav.e~ ~W--Oi.~~);'., ..._ ~·•"·

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C.
Extension ofTerm. Unless this Agreement is terminated prior to August 31,
2024, Turner shall have a prior negotiation right for extension of the rights granted by this
Agreement for o ne (I) or more years subsequent to August 3 1, 2024. .. Prior negotiation right'
means that the NCAA shall initiate negotiations with and proceed in good faith with regard to
price and all other terms and conditions as the NCAA shall elect during a period of fifteen ( 15)
days selected by the NCAA after consultation with Turner. Such negotiation period shall
conclude no later than December 15, 2023. If, by the end of such 15-day negotiation period,
Turner and NCAA have not reached an agreement for the extension of a ll rights, the NCAA shall
have the absolute right to enter into an agreement with any other Person with regard thereto. The
prior negotiation right shall not prohibit the NCAA from negotiating with any other Person prior
to or during such 15-day negotiation period, provided that the NCAA shall not accept an offer
for the acquisition of rights granted by this Agr eement prior to or d uring s uch period.
D.
T ransition Services. Upon termination of this Agreement (other than termination
by Turner arising from any material breach by the NCAA), Turner (i) shall for a period of up to
sixty (60) days after the effective date of such terminatio n (the " Transition Period"), continue, at
the NCAA's option, hosting, operating and supporting the NCAA Digital Platform; and (ii) shall,
or shall cause its web hosting representative to, coordinate with the NCAA's new hosting
company to endeavor to cause seamless operation and unintenupted availability of the NCAA
Website and the NCAA Digital Platform, including. without limitation, the delivery to the new
hosting company of the NCAA Content hosted and maintained by Turner, the NCAA Database,
and all other NCAA-owned data then in Tumer·s possession and necessary for the full and
complete o peratio n of the NCAA Website in accordance with past practices, from the new server
location. For clarity, the CAA understands that during the Transition Period, Turner would
wind-down its o perations in connection with the NCAA Digital Platform , such that services,
technologies, products and other features formerly provided for the NCAA Digital Platform
(excepting only the mission-critical aspects of the core components of the NCAA Digital
Platform) might not be available during the Transition Period.
7.

NCAA Marks; Ownership of Content; Clearances.

A.
Ownership of NCAA Marks. NCAA shall o wn all rights in and to the NCAA
Marks, and Turner agrees that all use of the NCAA Marks shall inure to the benefit, and be on
behatt: of the NCAA. Turner acknowledges that its use of the NCAA Marks shall not create in
it, nor shall it represent it has, any right, title or interest in or to such NCAA Marks other than the
licenses expressly !, ranted herein. Upon expiration or termination of this Agreement for any
>
reason, all rights in the NCAA Marks granted under this Agreement shall automatically revert to
the NCAA for the NCAA's sole use and disposition with no further rights retained by Turner or
any Person or entity claiming rights through or from Turner.
B.
NCAA Mark Usage Guidelines. Turner's license to use the NCAA Marks set
forth in Section 3.8 shall be subject to Turner's compl iance with the NCAA ·s Mark Usage
Guidelines attached hereto as Exhibit C.

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D.

Ownership of NCAA Content; Ownership of Turner Content; Assignment.

l.
NCAA Ownership. The NCAA shall own the exclusive worldwide right
to the following, including, without limitation, the exclusive worldwide copyrights and other
intellectual property rights therein: (i) all content, works of authorship and other intellectual
property that was owned or controlled by the NCAA prior to the Effective Date; (ii) all content,
works of authorship and other intellectual property that the NCAA creates independently of this
Agreement; and (iii) all content of any nature whatsoever (including, without limitation,
information, data, text, images, video, audio, documents and music) that covers, depicts or
otherwise relates directly to an Event or the NCAA and is created in connection with this
Agreement and/or the Digital Rights granted to Turner in this Agreement, whether developed by
the NCAA, Turner or a third party, but in each case, excluding Third Party Materials. In
addition, the NCAA shall own the exclusive worldwide rights in, and Turner hereby assigns to
the NCAA (x) the trade dress, domain names and URLs of the NCAA Website, (y) the Fan Data
and (z) the NCAA Database.
2.
Turner Ownership. Turner shall own the exclusive worldwide right to the
following, including, without limitation, the exclusive worldwide copyrights and other
intellectual property rights therein: (i) all content, works of authorship and other intellectual
property that was owned or controlled by Turner or its Affiliates or designees prior to the
Effective Date; (ii) all content, works of authorship and other intellectual property that Turner
creates independently of this Agreement, without any use of the Digital Rights granted to Turner
in this Agreement; and (iii) all hardware, software and other technology that are used to operate
the NCAA Digital Platform or otherwise provide the services hereunder (but, for clarity,
excluding any NCAA Audio, NCAA Video, NCAA Marks, NCAA Institution trademarks, or
NCAA Domain Names, which will be owned by the NCAA per Section 7.0.1.).
3.
Assignment. To the extent this Agreement specifies that a party {the
'' Copyright Owner") shall own the copyright in a work, the other party (i) agrees that, to the
extent permitted by law, such work shall be deemed a "work made for hire" (as that phrase is
defined in Section 101 of the United States Copyright Act) for the Copyright Owner; (ii) hereby
assigns all of its rights in the copyright in such work to the Copyright Owner; and (iii) agrees that
it and its employees, agents, contractors and Affiliates shall take or cause to be taken any and all
other actions reasonably deemed appropriate by the Copyright Owner party (including but not
limited to execution of a separate assignment of copyright reasonably acceptable to both parties).
Each party agrees promptly to execute and deliver all further instruments and documents that
may be necessary or that the other may reasonably request in order for the other party to record
the assignment of any copyrights that this Agreement specifies are to be owned by the other
party and to secure registrations of such copyrights.
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E.
Third Party Materials; NCAA Content Announcers. Following request from the
NCAA, Turner shall identify any Third Party Materials (and associated distribution rights related
thereto) incorporated into NCAA Video produced by Turner. Notwithstanding anything to the
contrary herein, all third party vendor software or other intellectual property utilized by Turner
or by the NCAA to perform their respective activities will be and remain the property of the
applicable third party vendor{s) (unless otherwise provided in the applicable agreement with the
applicable third party). For avoidance of doubt, the commentary, name, likeness and
performance of any talent secured by or on behalf of Turner and contained in the NCAA Content
(including announcers and commentators) shall not be deemed to be Third-Party Materials,
provided that the NCAA shall not use such commentary, name, likeness or performance (x) in
connection with the commercial endorsement, or advertising or promotion, of any company,
product or service, (y) as part of any video game or similar user-controlled offering, or (z)
otherwise outside of the exploitation of the NCAA Content.
F.
Assignment ofNCAA Content. The NCAA agrees that it shall not transfer, assign
or convey to any other Person any NCAA Content (for the avoidance of doubt, this Section 7.F
shall not be construed to restrict the NCAA from granting a license or other authorize to use or
Distribute any NCAA Content in accordance with the terms of this Agreement).
8.

[Intentionally Omitted.]

9.
Promotional Opportunities. Prior to each Contract Year, commencing with the 2010-11
Contract Year, the parties shall discuss and work together in good faith to develop a mutually
agreeable promotional and marketing plan for the upcoming Contract Year. Each such
promotional plan shall (i) identify opportunities for obtaining promotional inventory for the
NCAA Digital Platform within other platforms controlled by the NCAA or its independent
contractors (e.g., Traditional TV telecasts of third parties that telecast NCAA Events on
Traditional TV), subject to the availability of promotional inventory in such other platforms and
(ii) establish strategies for promoting the NCAA Digital Platform on other Turner Sports &
Entertainment Digital properties (e.g., www.si.com and www.cnn.com}, subject to availability of
promotional inventory, via specific advertisements (e.g., banner advertisements, tune-in
mentions) and editorial content that drives traffic to the NCAA Website.

10.

Advertising and Sponsorships.

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II .

Enforcement ofRights.
A.

Infringement.

I.
During the Term, the NCAA, at its expense, will make reasonable efforts
on an ongoing basis to take actions that the NCAA deems reasonably appropriate to prevent and
address infringement and unlawful ambush marketing of the intellectual property rights it owns,
including both proactive efforts, such as conducting audit searches and retaining trademark and
domain name watching services to protect the NCAA Marks, and efforts in response to
discovered infringement, such as a process for promptly sending "cease and desist" letters and
similar enforcement notices. Notwithstanding the foregoing, Turner acknowledges that
" reasonable efforts" in any given case may not necessarily impose an obligation on the NCAA to
commence any civil action or other lawsuit to prevent and/or redress an infringement of the
intellectual pro perty rights it owns. In addition, the parties acknowledge that the NCAA's efforts
and actions to address alleged infringement and unlawful ambush marketing by colleges and
universities that are NCAA Institutions (but specifically excluding member athletic conferences
and leagues) may be different from and, where appropriate (as reasonably determined by the
NCAA based on potential negative impact on the NCAA, the NCAA Institution and/or the
relationship of the NCAA to such NCAA Institution), less aggres ive than, the NCAA ·s efforts
and actions to address alleged infringement and unlawful ambush marketmg by other parties.
For clarity, neither of the two immediately preceding sentences shall be deemed to limit the
NCAA's obligation to provide reasonable assistance to Turner under Section II.B.
2.
In the event that Turner learns of any infringement or threatened
infringement of the NCAA Marks or the NCAA Content, Turner shall promptly notify the
NCAA and shall provide the NCAA with reasonable information to enable it to assess the nature
and extent of any infringement. The NCAA shall have the right, in its sole discretion, to
determine whether any potential infringement is serious enough to justify its legal action. Any
such proceedings shall be under the sole control of the NCAA and, if the NCAA decides to
commence any proceedings, Turner shall provide reasonable assistance upon the NCAA·s
request at the NCAA's expense. Except as described in Section ll.C , any legal or other action
by the NCAA with respect to such infringement shall be at the NCAA ·sown cost, and the
NCAA shall be entitled to receive and retain for the NCAA· s own use and benefit any recovery
awarded in such action or lawsuit or any payments received by the NCAA as settlement in
connection with such legal or other action.
B.
Legal Action Taken by NCAA at Turner's Reauest or by Turner. fn the event that
the NCAA has not instituted legal or other action to prevent and/or redress an infringement of the
NCAA Marks or NCAA Content, Turner may request in writing that the NCAA institute legal
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action or take other steps to prevent and/or redress such infringement. In the event that NCAA
(in its sole discretion) does not, within thirty (30) days of such wrinen request (or a shorter
period to the extent justified by the type of infringement), institute legal or other action, Turner
may at its option take such steps as are reasonably necessary to prevent and/or redress the same.
Such steps may include bringing a lawsuit or claim to restrain o r redress such infringement,
m isappropriation, or other violation in the name ofTumer. as the exclusive licensee of the
applicable Digital Rights. If Turner decides to commence any proceedings in accordance with
this Section II.B. the NCAA shall provide reasonable assistance upon Turner's request at
Turner"s expense, including joining such legal proceeding as the owner of the applicable
trademark, copyright or other intellectual property right if so requested by Turner.
C.
Recoupment of Cost of Action. In the event that (i) the NCAA commences legal
o r other action at the request ofTumer pursuant to Section 11.8 or (ii) Turner takes legal or
other action to prevent or redress infringement of the NCAA Content and NCAA Marks in
accordance with Section t 1.8, then (x) each party shall be entitled to recoup any out-of-pocket
expenses in connection with such legal or other action as part of the Recouped Costs for the
Contract Year in which such out-of-pocket expenses were incurred and (y) any recovery awarded
in such action or lawsuit or any payments received by a party as settlement in connection with
such legal or other action shall constitute Gross Revenues for purposes of this Agreement for the
Contract Year in which such award or settlement payment was received. For clarity, (I) Sections
11.8 and ll .C are not intended to relieve the NCAA of its obligation to make those o ngoing
efforts de cribed in Section t l .A.l , and (H) the NCAA ·s expenses related to the ongoing efforts
described in Section I I.A. I shall not be counted as Recouped Costs of the NCAA.
12.

Access to Event Venues.

A.
The NCAA shall provide or shall cause all Event venues to provide a reasonable
number o f credentials for members of Turner staff and Turner vendors for access to all
applicable Events, such determination to be in the NCAA· s sole discretion (but provided that, to
the extent that Turner fails to fulfill its requirements under this Agreement due to the NCAA's
refusal to provide the number of credentials requested by Turner, the failure shall not be deemed
a breach of this Agreement by Turner). Upon request, the NCAA will also provide Turner with a
reasonable number of tickets and parking passes to NCAA Events. In addition, the NCAA
agrees that reasonably suitable space shall be made available to Turner at Event venues for the
installation and operation of the necessary equipment and materials to conduct the Baseline
Requirements and other activities contemplated by the Content Plan, and to the extent third party
media entities (e.g., holders of Other Rights) also require space at an Event venue, the NCAA
will make a good faith effort to coordinate the logistics of Event space access so as to minimize
potential conflicts between the respective media entities that are present.
B.
The NCAA agrees to impose access restrictions with respect to each Event that
prohibit a Person that enters the applicable Event venue from licensing or Distnouting on a
Digital Platfonn any video, audio, photographs or real-time (or near real-time) accounts
depicting such Event, except as permitted in connection with (i) the exercise and exploitation of
any of the Digital Rights by Turner or any of its sublicensees, (ii) the exercise and exploitation of
any rights reserved by the NCAA under Section 4, and (iii) the NCAA's media credential
policies, as such policies may reasonably be revised and amended from time to time (provided,
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however, that such policies sha!l not (x) in any event allow for NCAA Video or NCAA Audio
from a Game to be Distributed via Digital Platforms or (y) be revised in a manner that has a
material, adverse affect o n Turner's Digital Rights), in each case unless approved by Turner
(provided that, if a revision proposed by the NCAA is based upon its reasonable anticipation of
changes in applicable law, Turner shall not unreasonably withhold, condition or delay such
approval, with a determination of reasonableness in such situation to take into account revisions
to the prevailing media credential practices of other similarly situated sports lea~:,rues or
organization based upon reasonable anticipation of changes in applicable law).
13.

Tax Issues and Review Contingency.
A.

UBTI. Turner shall not use or sublicense the NCAA Marks, or authorize the use

of the NC AA Marks, in any manner that results in any payments to the NC AA being taxed as
unrelated business taxable income under the Internal Revenue Code; provided that Turner shall
not bear responsibility for or be deemed in breach of this Section 2.A if and to the extent that:
(i) approval is not required under the NCAA's Mark Usage Guideli nes and T urner uses (or
sublicenses or authorizes the use) of the NCAA Marks only in a manner consistent with such
guidelines or (ii)(a) Turner submits a written and materially accurate and complete description of
a proposed use of the NCAA Marks for review and approval or rejection by the NCAA (unless
s uch approval is expressly not required under the NCAA's Mark Usage Guidelines), (b) Turner
affords the NCAA at least three (3) business days in which to approve or reject such proposed
usc and the NCAA does not reject such proposed use within such period, and (c) Turner uses (or
s ublicenses or authorizes the use) o f the NCAA Marks only in a manner consistent with the
written approval received from the NCAA. The NCAA shall respond to the request for ap proval
or rejection within the three business days contemplated herein and shall not unreasonably
withhold any proposed use o f the NCAA Marks. If the NCAA fails to respond to Turner's
written request described above within three (3) business days, such request shall be deemed for
purposes o f this Section 13 to be approved. Turner agrees that the NCAA· s response during
such period may be by telephone or Electronic Mail correspondence. If the NCAA does not
approve any proposed use hereunder , it shall provide Turner with the reasons for such
disapproval.

B.

Cooperation. Turner will fully cooperate with the NC AA to avoid taking any
action that would result in the Internal Revenue Service treating all or part of the consideration
hereunder as unrelated business taxable income. Turner shall require each advertiser or sponsor
to abide by, and shall usc commercially reasonable efforts to ensure that its actions are in full
compliance with, the requirements and intent o fthi s Section 13.8 , including Section 513(i) of
the Internal Revenue Code. To the extent that any potential advertiser or sponsor objects to such
requirement, the NCAA, at Turner' s request, will participate in discussions with the potential
advertiser or sponsor regarding the need for such provisions and consider any proposed changes
by the potential advertiser o r sponsor.
C.
NCAA Determination. Without limiting Sections 13.A and 13.8 , the NCAA
shall have the right to determine, in its sole discretion, whether the consideration payable to it
hereunder will be subject to unrelated business income tax and will adversely affect the taxexempt status of the NCAA. In making any such determination, the NCAA may, in its sole
d iscretion, request a private letter ruling from the Internal Revenue Service regarding any aspect
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of this Agreement. The NCAA will notify Turner if the NCAA intends to seek a private letter
ruling relating to the consideration being received by the NCAA hereunder, and will provide a
copy of any private letter ruling request, at least five (5) business days in advance of sending in
the request for the private letter ruling and will consider comments from Turner in response. If,
at any time, the NCAA determines, in its sole discretion, that the consideration hereunder may be
subject to unrelated business income tax and/or may adversely affect the tax-exempt status of the
NCAA, all Parties hereunder shall use their respective best efforts to eliminate any such adverse
consequence, which may require a mutualiy acceptable amendment or modification to this
Agreement.
14.
Confidentiality. Other than as may be required by applicable law, government order or
regulation, or order or decree of any court of competent jurisdiction, the parties hereto each agree
not to publicly divulge or announce, or in any manner disclose to any third party, any
Confidential Information revealed by either party to the other party in connection with this
Agreement, and also agree not to use such information except as necessary to perform their
respective obligations under this Agreement. Notwithstanding the foregoing, the Confidential
Information may be revealed (A) by a party to the extent that such information has become
public knowledge other than by breach of this Agreement by such party, (B) by a party only to
the extent necessary to enforce its rights hereunder, (C) by a party to its attorneys, accountants or
potential sources of financing (whether by sale-leaseback or otherwise) or investment, but only
to the extent necessary to fulfill the purposes for which disclosure is required, provided that such
third parties either (i) enter into a confidentiality agreement on substantially the terms of this
Section 14 or (ii) are instructed to maintain confidentiality with respect to such information and
the party making such disclosure shall have assumed in writing responsibility for any breach of
this Section 14 by any such attorney, accountant or potential source of financing (whether by
sale-leaseback or otherwise) or investment; or (D) by a party to its Affiliates as long as they are
subject to written obligations of non-disclosure and non-use consistent with those contained
herein. In addition, the NCAA may reveal select terms and conditions of this Agreement to the
NCAA Institutions, to the extent deemed reasonably necessary by the NCAA, and provided that
(i) the NCAA consults with Turner prior to such disclosure regarding the terms and conditions of
this Agreement that will be disclosed to the NCAA Institutions, and (ii) each such NCAA
Institution is subject to the applicable NCAA' s policies (x) with respect to non-disclosure (which
policies shall include policies requiring the NCAA Institutions to maintain, subject to applicable
law, the confidentiality of such terms and conditions) and (y) against use of such information tor
such NCAA Institution's own self-i nterest. If any Confidential Information is required to be
disclosed by applicable law, government order or regulation, or order or decree of any court of
competent jurisdiction, the party obligated to disclose such information shall (I) give the other
party prior written notice of such intended disclosure and (2) if the other party so requests, use its
reasonable best efforts to obtain an appropriate protective or comparable confidentiality order
applicable to all information subject to disclosure.
15.
Assignment. The rights and obligations under this Agreement and any rights granted by
this Agreement are not transferable or assignable by a party (whether by operation of law, socalled "change of control" transaction, or otherwise) without the other party's prior consent.
Notwithstanding the foregoing, either party may assign this Agreement or any rights, obligations,
licenses, and/or benefits contained herein to an Affiliate, provided that (i) such Affiliate is
capable of performing (i.e., has similar capitalization, personnel and other means for performing)
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all o f the assigning party's obligations under this Agreement and (ii) such assignments shall not
relieve such party of any obligation hereunder. This Agreement shall be binding upon and inure
to the benefit of each of the parties' successors and, if permitted, assigns. The parties
acknowledge that either party may use subcontractors to fulfill certain of its obligations to third
parties or use third party services. In the event o f an assignment, the assigning party shall
ensure, prior to the assignment, that the assignee agrees in writing to fulfill all o f the terms and
conditions of this Agreement.
16.

& presentations and Warranties.

By NCAA. The NCAA represents and warrants that: (I) it has the right to grant
A.
Turn or all of the rights granted to it herein, including without limitation the Distribution rights
described hereunder, (2) the signatory to this Agreement has the power and authority to bind the
NC AA to the terms and conditions of this Agreement, and (3) the NCAA shall not knowingly
take any actions in an attempt to impair the rights Turner has acquired in this Agreement.
Notwithstanding the foregoing, the NCAA makes no representations or warranties regarding the
right to use any NCAA Marks outside of the Territory.
By Turner. Turner represents and warrants that: (I) it has the right to grant the
B.
NCAA all the rights granted to it herein, (2) the signatory to this Agreement has the power and
authority to bind Turner to the terms and conditions of this Agreement, and (3) Turner shall not
knowingly take any actions in an attempt to impair the rights the NCAA has acquired in this
Agreement.
17.

Indemnification.
A.

General Indemnities.

I.
Each party agrees to indemnify, defend and hold harmless the other party
and its Affiliates from and against any and all claims, damages and/or expenses, including
without limitation, reasonable outside attorneys' fees, ("Claims") arising from, o r in connection
with, a breach of any obligation, warranty or covenant of the party pursuant to this Agreement.
2.
Each party also agrees to indemnify, defend and hold harmless the other
part y and its Affiliates from and against any and all Claims arising from , or in connection with,
an allegation that the use, during the T erm and in accordance with this Agreement, of any
content (including, with respect to the NCAA, the NCAA Content other than the Minimum
Editorial Content, and including, with respect to Turner, the Minimum Editorial Content),
trademarks (including, with respect to NCAA, the NCAA Marks), other intellectual property
(including, without limitation, works of authorship, inventions and data) or other items or
materials that the party provides for use in connection with the NCAA Digital Platform infringes
or violates any intellectual property rights or other rights of any third party.
Notwithstanding the foregoing, the indemnification obligations of this
3.
Section 17 .A. shall not apply to Claims described in Section 17 .B. and the parties· respective
indemnification obligations with respect to such Claims shall be solely as set forth in Section

17.8 .
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B.

Name and Likeness.

I.
NCAA Indemnity. The NCAA agrees to indemnify, defend and hold
hannless Turner and its Affiliates from and against any and all Claims arising from, or in
connection with, an allegation that any of the following violates any statutory or common law
rights of privacy or publicity or any other rights of any individual, including, without limitation,
any present or former student-athlete or coach of an NCAA Institution:
a.
the recording, capturing or Distribution in accordance with this
Agreement (whether on a live or delayed basis and whether on the NCAA Digital Platform or
another platform (digital or otherwise)) of any NCAA Content consisting (in whole or in part) of
an Event or highlights of an Event, or Clips for which NCAA grants NCAA Approval (but
specifically excluding any Clips for which the NCAA does not grant NCAA Approval). As used
herein, "Clips" means highlights from an Event that occurred in a prior Contract Year that
primarily features a former (not current) individual coach or individual student-athlete of an
NCAA Institution (e.g. Greatest NCAA Tournament Moments of Magic Johnson). For clarity,
this Section l7.8.l.a shall not cover a Claim to the extent that the Claim is based on the content
of any Advertising or Sponsorship, or the content of any marketing or promotional materials for
the NCAA Digital Platform, which Claims are covered by Sections l7.8.l.b through l7.8.1.e
below;
b.
the existence of pre-roJJ, post-roll, display, banner, pop-up or
similar ads on a Digital Platform containing NCAA Content in accordance with this Agreement,
provided that there is a visual separation between the applicable ad and the applicable NCAA
Content. For pre-roll, post-roll and similar in-stream ads, such visual separation must consist of
a minimum of 15 frames of black between such ad and the NCAA Content that follows (for preroll ads) or precedes (for post-roll ads) the in-stream ad. For other types of ads, the visual
separation must consist of reasonable visual separation (taking into account the particular type of
media and its relevant specifications) between the ad and the NCAA Content (e.g., a border
separating a banner ad from NCAA Content). Such indemnification obligation shall not apply to
the extent a Claim is based on the fact that such an ad constitutes a direct endorsement of a third
party product or service by any individual (including any present or former student-athlete or
coach of an NCAA Institution);
c.
the Distribution in accordance with this Agreement (whether on a
live or delayed basis and whether on the NCAA Digital Platfonn or another platform (digital or
otherwise)) of any NCAA Content consisting (in whole or in part) of an Event or highlights of an
Event, or of Clips for which the NCAA has granted NCAA Approval, within materials marketing
or promoting the NCAA Digital Platform. Such indemnification obligation shall not apply to the
extent that a Claim is based on the fact that a substantial portion of all such materials for a single
Contract Year prominently feature the same student-athlete or coach. Such indemnification
obligation shall also not apply to the extent that a Claim is based on the fact that the applicable
material constitutes a direct endorsement of a product or service by any individual (including any
present or former student-athlete or coach of an NCAA Institution), or to the extent that a Claim
is based on the fact that the applicable material references or includes any third party products,
services, brands or other materials. Such indemnification obligation shall further not apply to the
extent that a Claim is based on (i) Clips that have not received NCAA Approval, or (ii) the fact
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that video content or still photographs (or other still pictures) included in such materials
prominently features any individual other than a present student-athlete or coach in his or her
capacity as such;
d.
any other marketing or promotion of the NCAA Digital Platform,
regardless of whether it meets the criteria of Section 17.B.I.c, that is specifically provided for in
the Content Plan or for which the NCAA has granted NCAA Approval prior to the activation
thereof; and
e.
any Advertising or Sponsorship, regardless of whether it meets the
criteria of Section 17.B.l.b, that is specifically provided for in the Content Plan or for which the
NCAA has granted NCAA Approval prior to the activation thereof.
f.
to the extent the NCAA (or a third party on its behalf) provides
Turner for Distribution any content other than the NCAA Content described in Section l7.B.l.a
(e.g., biographical profile of student-athlete, account of NCAA executive meeting, etc.), the
Distribution of such content in accordance with this Agreement. For clarity, this Section
17.B.l.f shall not cover a Claim to the extent that the Claim is based on the content of any
Advertising or Sponsorship, or the content of any marketing or promotional materials for the
NCAA Digital Platform, which Claims are covered by Sections l7.B.l.b through 17.B.l.e
above.
Without limitation of the foregoing, for purposes of clarity, an NCAA indemnification obligation
under this Section 17 .B.! shall apply notwithstanding the fact that a Turner sublicensee was
named in the applicable Claim and/or carried out the activities giving rise to the Claim; so long
as (x) the Claim would have been the subject of an NCAA indemnification under Section 17.B.I
if the applicable activities had been carried out by Turner, and (y) the applicable sublicense was
granted in accordance with this Agreement.
2.
Turner Indemnity. Excluding the Claims described in Sections l7.B.l.a
through 17.B.l.f, Turner agrees to indemnify, defend and hold harmless the NCAA and its
Affiliates from and against any and all Claims arising from, or in connection with, an allegation
that the use by Turner (or by a Turner sublicensee of the Digital Rights under the applicable
sublicense), whether on the NCAA Digital Platform or another platform (digital or otherwise), of
any content, advertising or sponsorship produced or otherwise provided by Turner violates any
statutory or common law rights of privacy or publicity of any individual. For the avoidance of
doubt, a Claim shall be the subject of Turner's indemnification obligation under this Section
17.8.2 to the extent that (i) it arises from, or in connection with, an allegation that any highlights
(including, without limitation, Clips) that are used by Turner (or by a Turner sublicensee of the
Digital Rights under the applicable sublicense) violates any statutory or common law rights of
privacy or publicity of any individual, and (ii) the Claim is not described in one of Sections
17 .B.l.a through 17 .B.l.f; regardless of whether the highlights were cut or otherwise created
from video content that the NCAA (or a third-party telecaster on the NCAA' s behalf) originally
provided.

c.
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I.
Turner shall indemnify, defend and hold the NCAA and its Affiliates
harmless from any Claims arising from, or in connection with, any warranties made by or
obligations ofTurner or any sublicensee under any sublicense agreement entered into by Turner
with respect to the Digital Rights, other than any Claims that are the subject of the NCAA's
indemnification obligations hereunder.
2.
The NCAA shall indemnify, defend and hold Turner and its Affiliates
harmless from any Claims arising from, or in connection with, any warranties made by or
obligations of the NCAA or any licensee under any license agreement entered into by the NCAA
with respect to the rights reserved to the NCAA under Section 4, other than any Claims that are
the subject of Turner's indemnification obligations hereunder.
D.
Indemnification Process. A party seeking indemnification {the "Indemnified
Party" ) shall notify the party obligated to provide indemnification (the " Indemnifying Party")
promptly of any Claim by a third party received by the Indemnified Party to which the foregoing
indemnity applies. The Indemnifying Party shall defend such Claim at its expense with counsel
of its choice. The Indemnified Party shall have the right to participate in such defense at the
Indemnified Party's own expense and with counsel of its choice, and each party shall cause its
counsel to cooperate fully with the other party and its counsel. If the Indemnifying Party
wrongfully fails or refuses to assume the defense of any third party Claim to which its indemnity
applies (whether or not suit has formally been brought), it shall be responsible for payment of
any settlement of such Claim reached by the Indemnified Party, as well as the costs and expenses
(including reasonable attorneys' fees) incurred by the Indemnified Party in defending such Claim
and/or in reaching such settlement and/or in enforcing this indemnification obligation. The
Indemnifying Party shall not have any right, without the Indemnified Party' s written consent, to
settle any Claim if such settlement arises from or is part of any criminal action, suit or
proceeding or contains a stipulation to, or admission or acknowledgment of, any liability or
wrongdoing {whether in contract, tort or otherwise) on the part of the Indemnified Party.
18.
NCAA Rules. Notwithstanding anything herein to the contrary, in connection with
fulfilling its obligations hereunder and exploiting the Digital Rights granted hereunder, Turner
agrees to strictly adhere to and comply with, and to cause all of its clients, advertisers, licensees,
parent, Affiliates, subsidiaries, advertising/promotional 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 Turner'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, in each case to the extent that such
amendment causes a material adverse effect on Turner: (A) a material reduction in the number of
NCAA Championships; {B) the creation of, the sanction of or the acquisition of rights to, other
postseason tournaments or championships that materially diminish the status of the NCAA
Championships hereunder; (C) the elimination or material reduction in the scope of the Digital
Rights hereunder; {D) the grant of rights by the NCAA to another third party that violates or
eliminates the exclusivity granted to Turner in this Agreement (provided, for clarity, that grants
made in accordance with Section 4 shall not violate this clause {D)); {E) a substantial expansion
of the News Access Guidelines in effect as of the Effective Date; {F) grant of rights (other than
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those made in accordance with Section 4) to colleges, universities or other NCAA Institutions.
The NCAA agrees that any amendments or modifications of the NCAA Rules shall be made in a
non-discriminatory manner. By way of example and not of limitation, if there is an amendment
or modification to the NCAA Rules which alters the manner in which student-athlete names or
likenesses may be used, such amendment or modification must apply to the NCAA Institutions,
other media companies that have licensed rights from the NCAA, etc. Turner 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 Website.
The NCAA will provide copies of any other NCAA Rules to Turner upon request. Without
limitation of the above, Turner will not be deemed in breach of the NCAA Rules to the extent
that something has been approved by the NCAA or is otherwise contemplated by the Content
Plan.
19.

Miscellaneous.

A.
Notices. All notices hereunder shall be in writing and shall be sent by personal
delivery or by first class certified or registered mail, or by overnight or other courier, to the
addresses of the parties set forth below, or such other address or addresses as may be designated
by any party. Such notices shall be deemed to have been given (i) if mailed as provided above
by any method other than overnight courier, on the third business day after the deposit in the
mails, and (ii) if sent by overnight or other courier, upon delivery.
To Turner:

With a copies to:

c/o Turner Sports Interactive, Inc.
1015 Techwood Drive
Atlanta, GA 303 18
Attn: Chief Operating Officer, Turner Sports

Turner Sports Legal Department
I 050 Techwood Drive, 3rd Floor
Atlanta, Georgia 30318
Attn: Turner Sports Legai Department

To NCAA:

With copies to:

The NCAA
1802 Alonzo Watford Sr. Drive
Indianapolis, Indiana 46202-6222
Attn: President

1802 Alonzo Watford Sr. Drive
Indianapolis, Indiana 46202-6222
Attn: Scott Bearby
and
Robinson, Bradshaw & Hinson, P.A.
101 N. Tryon Street, Suite 1900
Charlotte, NC 28246
Attn: Robert Fuller and Graham Robinson

B.
Construction. No amendment, modification, supplement or waiver of this
Agreement shall be binding unless set forth in writing and signed by the parties. A waiver of any
provision hereof or the breach of any provision by any party in one instance shall not be deemed
a waiver of the same in any future instance. Provision headings are solely for convenience and
have no legal significance.
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C.
Independent Contractors. Nothing herein shall make Turner, on the one hand, and
the NCAA, on the other hand, principal and agent or joint venturers. The parties are independent
contractors with respect to one another, and no party shall have any authority to represent or bind
another party in any manner or to any extent whatsoever.
D.
Counterparts/Integration. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which taken together shall represent one
Agreement. This Agreement shall constitute the entire understanding between the parties with
respect to its subject matter, shall supersede any prior agreements with the NCAA with respect to
the subject matter of this Agreement. For clarity, and notwithstanding the foregoing, the MultiMedia Agreement shall remain in effect according to its terms, and nothing herein shall modify,
amend or change the terms of such agreement. Each party shall execute and deliver all such
documents as the other party may reasonably request for accomplishing the purposes of this
Agreement. The Parties shall comply with all federal, state and local laws, statues, codes,
ordinances, rules and regulations relating to the matters covered hereunder.
E.
Terminology. All personal pronouns used in the singular shall include the plural
and vice versa. The words "include,'' "includes'' and "including" are intended to be used for the
purpose of illustration and not limitation, and are deemed to be followed by the phrase "without
limitation.'' To the extent that any provisions of this Agreement are subject to the " mutual
agreement" or "separate agreement" of the parties, the failure of the parties to reach agreement
on any such provision does not constitute a failure of consideration, and does not render the
remainder of the Agreement void or unenforceable.
F.
Waiver of Subrogation. To the fullest extent permitted by law, the parties each
waive all rights of subrogation against each other and any of their respective Affiliates, NCAA
Institutions, contractors, subcontractors, agents and employees for damages caused by fire,
windstorm, and other perils insurable under a property insurance policy.
G.
Binding Effect. This Agreement shall be binding upon the parties hereto and their
successors and assigns, and it shall inure to the benefit of the parties hereto and their permitted
successors and assigns.
H.
Severability. If any provision contained in this Agreement shall for any reason be
held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shaJl not affect any other provision of this Agreement, and this Agreement shall be construed as
if such invalid, illegal or unenforceable provision had never been contained herein, unless the
invalidity of any such provision substantially deprives either party of the practical benefits
intended to be conferred by this Agreement. Notwithstanding the foregoing, any provision of
this Agreement held invalid, illegal or unenforceable only in part or degree shall remain in full
force and effect to the extent not held invalid or unenforceable, and the determination that any
provision of this Agreement is invalid, illegal or unenforceable as applied to particular
circumstances shall not affect the application of such provision to circumstances other than those
as to which it is held invalid, illegal or unenforceable.

I.
Waiver of Compliance; Consents. The rights and remedies of the parties are
cumulative and not alternative and may be exercised concurrently or separately. No failure or
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delay by any party in exercising any right, power, or privilege under this Agreement shall
operate as a waiver o f such right, power, or privilege, and no single or partial exercise of any
such right, power, or privilege shall preclude any other or further exercise o f such right, power,
or privilege or the exercise of any other right, power. or privilege.
J.
Construction. Each Party acknowledges that such party and its attorneys have
been given an equal o pportunity to negotiate the terms and conditions of this Agreement and that
any rule of construction to the effect that ambiguities are to be resolved against the drafting party
o r any similar rule operating against the drafter of an agreement shall not be applicable to the
construction or interpretation of this Agreement.
K.
Public Announcement. No party to this Agreement may distribute any press
releases, announcement or public statement initially announcing the existence or disclosing the
terms of this Agreement without the prior approval of the other party to the Agreement.
L.
Survival. All provisions of this Agreement which expressly or by necessary
implication survive the expiration of the Term or the earlier tem1ination hereof including,
without limitation, Sections 6, 7.A, 7.0, 7.E, 17 and 19 shall do so.
M.
Force Majeure. In the event and to the extent that either party's performance of
its obligations hereunder is interrupted, delayed or prevented due to an act o f God, inevitable
accident, war, terrorist act, national emergency, government action or decree, strike or other
labor dispute. fire, riot or civil commotion, extreme and unusual inclement weather, in each case
to the extent not within the reasonable control of the NCAA or T urner, or fo r any other reason
beyo nd the reasonable control of the NCAA or Turner (a " Force Majeure Evettt}, then, such
party shall be excused from performance hereunder only with respect to such Force Majeure
Event and only with respect to the obligation affected thereby (and the other party shall be
excused from performance of its corresponding obligations), and all other rights an d obligations
o f the parties hereunder shall not be affected in any manner. Notwithstanding the foregoing, the
occurrence of a Force Majeure Event shall not excuse the performance by a party unless that
party promptly notifies the other party of the Force Majeure Event and promptly takes all
reasonable steps to circumvent or mitigate the underlying cause.
N.
Goyeming Law and Dispute Resolution. In the interest of being guided by a welld eveloped body of law in the event of a dispute, the parties agree that: (i) this Agreement shall
be interpreted and enforced in accordance with the laws of the State o f Indiana pertaining to
agreements negotiated, executed and performed therein, without application of any choice of law
provisions thereof; (ii) the federal and state courts located in the State of Indiana shall have sole
and exclusive jurisdiction over any disputes hereunder; and (iii) each party submits to the
exclusive personal jurisdiction and venue of the aforesaid courts and waive any objection(s)
thereto.

!REMAINDER OF PAGE INTENTIONALLY L EFT BLANK!

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as
of the day and year frrst above written.

THE NATIONAL COLLEGIATE
ATHLETIC ASSO~~~ON .

TURNER SPORTS INTERACTIVE,
INC.

By: ~~

By:~~~
Print Name:

Title:

--:::r;;-~

::::z;-z...,..

L

h

J./

Print Name:

~ />~

t"Ct1;;;..._~_.._~_(i_(H} _ _ __
_

Rs ..L /-

Title: _ _

40
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EXHIBIT A
DEFINITIONS

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·

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"

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EXHIBIT 8- LIST OF OTHER RIGHTS

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EXHIBIT C- NCAA MARK USAGE GUIDELINES

f

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EXHIBIT D- NCAA'S ADVERTISING AND PROMOTIONAL STANDARDS
October 17, 2005
(Update 1 - November 2006)
(Update 2- April2010)
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 ofthe 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 shouid appiy 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.

•

Project and enhance a consistent brand image and consistent public relations
messages for the NCAA.

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•

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 ofthe 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. P

•

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.]

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•

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://www l.ncaa.org/membership/ed_outreach/healthsafety/drug_testinglbanned_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, pool 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

•

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

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•

Athletics recruiting services.

Children!Youth Protection
•

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

•

Firearms, ammunition, and other weapon-related

•

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

items~

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:

(i)

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,

(ii)

such advertisements or advertisers incorporate "Drink Responsibly" educational
messaging *, and

(iii)

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

* (l) 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
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.]
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•

Alcoholic beverages (except as specified above). I

•

Companies primarily involved in the manufacture or sale of tobacco or tobaccorelated 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.orgleprise/main/Public/CBA/Trademarks.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
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.

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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).

EXHIBIT E- 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
CWS™- Division I baseball only
Eight at the Plate® - Division I baseball only
Elite Eight®
Elite 8®
F4™- Division I men's or women's basketball only
Final4®- 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 Mark- 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 Final4™- Division I men's basketball only
Men's Final Four™- 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 16®- Collegiate basketball only
NCAA Sweet Sixteen®- Collegiate basketball only
NCAA Championships®
NCAA®
Road to the Final Four®
Selection Sunday™
Stagg Bowl® - Division III football only
The Big Dance® - Division I basketball only
The Final Four®- Division I men's or women's basketball only
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The Greatest Show on Dirt®- Division I baseball only
The Road Ends Here
The Road to AtlantaTM
The Road to Cary™
The Road to Cleveland™
The Road to Detroit™
The Road to Indianapolis®
The Road to MinneapolisTM
The Road to New Orleans™
The Road to Omaha®
The Road to San Antonio TM
The Road to San Diego TM
The Road to St. Louis™
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 Final4®- 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 Mark and related marks: March Madness Athletic Association LLC
( 1)
owns the registration to the March Madness Mark and Midnight Madness. The NCAA is the
exclusive licensee of such marks in connection with the Men's Basketball Championship and the
Division I Women's Basketball Championship.
(2)
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 F

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.

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