AGREEMENT - Rutgers University · Web viewThis Agreement, made and entered into effective as of August 1, 1994 (the "Effective Date"), among The Coca-Cola Company, a Delaware corporation

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AGREEMENTThis Agreement, made and entered into effective as of August 1, 1994 (the "Effective Date"), among The Coca-Cola Company, a Delaware corporation ("Company"), The Coca-Cola Bottling Company of New York, Inc. a Delaware corporation ("Bottler"), The Philadelphia Coca-Cola Bottling Company, a Delaware corporation ("Philadelphia CCBC")(Company, Bottler and Philadelphia CCBC are sometimes referred to herein jointly as "Sponsor") and Rutgers, The State University of New Jersey, located in New Brunswick, New Jersey ("University").WITNESSETH:WHEREAS, Sponsor desires to obtain certain exclusive promotional and product availability rights for products marketed under trademarks or brand names owned by or licensed for use to Company; andWHEREAS, University is vested with the authority to grant to Sponsor the exclusive promotional, advertising and product availability rights described herein with respect to the Campus, University, the Teams, and the University Marks (all as hereinafter defined) and is willing to do so for the consideration stated herein; andWHEREAS, Bottler is the authorized bottler of Coca-Cola(r) in the territory which includes the Campus other than the Camden, New Jersey campus, and Philadelphia CCBC is the authorized bottler of Coca-Cola(r) in the territory that includes the Camden campus; andWHEREAS, Company will provide certain services to University relating to vending of snack foods and other items on the Campus; andWHEREAS, this Agreement is primarily entered into by Sponsor for the purpose of creating an association between the Campus, the Teams, University, and the University Marks and the products of Company, and exclusive product availability rights are necessary to ensure that such association is not undermined or diluted;NOW, THEREFORE, in consideration of the promises made herein, the parties hereto agree as follows:1. Certain Definitions1.1 "Additional Consideration" shall have the meaning assigned in Section 6.2 hereof.1.2 "Affiliate" shall mean, as to any entity, any other entity which is controlled by, controls, or is under common control with such entity. The term "control" (including the terms "controlled," "controlled by" and "under common control with") shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity.

Each scanned page number is representative of the actual in the printed contract. - 1 -

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1.3 "Approved Cups" means (i) non-plastic disposable cups the design of which shall be mutually agreed upon and which shall prominently bear, at a minimum, the trademark(s) of Coca-Cola(r) and/or other Products on at least 50% of the printed area on such cups or (ii) plastic souvenir cups the design of which shall be mutually agreed upon and which shall prominently bear approved renditions of Company's trademarks. The mutually agreed to between University and Company initial design of the non-plastic disposable Approved Cup is attached hereto as Exhibit A.1.4 "Beverage" or "Beverages" means (a) all hot and cold, carbonated and noncarbonated, nonalcoholic, natural or artificially flavored drinks for independent consumption, and for use as mixers with alcoholic beverages and otherwise, including, but not limited to, nonalcoholic drinks with nutritive or nonnutritive sweeteners, frozen carbonated and noncarbonated beverages, flavored and/or sweetened mineral water, natural or artificially flavored fruit and/or vegetable juices, fruit and/or vegetable juice-containing drinks and fruit and vegetable flavored drinks (sweetened or unsweetened), all coffee and tea products, hypertonic, isotonic, hypotonic drinks (sports drinks, energy and fluid replacement) ("Sports Drinks"); and (b) all drink or beverage bases, whether in the form of syrups, powders, crystals, concentrates or otherwise, from which such drinks and beverages could be prepared. "Beverage" or "Beverages shall not include milk, flavored milk, beer (alcoholic, low alcoholic, nonalcoholic), water drawn from the public water supply, chocolate or cocoa based drinks or juice squeezed fresh on University's premises.1.5 "Campus" means the entire premises of each constituent campus of the University, including but not limited to any and all athletic facilities (including, without limitation, all locker rooms and players' benches), business offices, student facilities including dormitories, restaurants, the Rutgers Club, or similar facility, concession stands, snack bars, bookstores and convenience stores, if any, and dining halls and any and all other buildings or facilities which currently comprise the campus of the University or which may be acquired or constructed during the Term and which are operated by or in conjunction with the University. Without limiting the generality of the foregoing, the term "Campus" shall include all such buildings and locations associated with the Newark and Camden branches, and any additional campuses opened during the Term (as defined herein), as well as the New Brunswick campuses. Notwithstanding the foregoing, fraternities and sororities shall not be deemed to be included in the term "Campus".1.6 "Competitive Products" means any and all Beverages other than Products (as defined below).1.7 "Designations" means the following: "Official Sports Drink of Rutgers Athletics".1.8 "Products" shall mean any and all Beverage products marketed under tradenames or brand names owned by or licensed for use to Company.1.9 "Rutgers Person" means every person who is or was an agent, employee, member of the Boards of Governors or Trustees, director, officer, or representative of University.1.10 "Sponsorship Fees" shall mean all Sponsorship Fees to be paid by Sponsor to University under this Agreement as set forth in Section 6.1.


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1.11 "Team(s)" shall mean all intercollegiate teams associated with the University.1.12 "Term" shall mean the ten (10) year period beginning on the Effective Date and ending on July 31, 2004, unless mutually extended by written agreement of the parties or unless sooner terminated as provided herein.1.13 "Unavoidable Delay" means a delay arising from or as a result of (i) a strike, lockout, or labor difficulty, explosion, sabotage, accident, riot or civil commotion, act of war, fire or other catastrophe, (ii) any laws or ordinances of any federal, state, city, town, county and borough governments, and rules, regulations, orders and directives of all departments, subdivisions, bureaus, agencies or offices thereof, whether now or hereafter in force, or (iii) any act of the other party and any cause beyond the control of that party; provided that the party asserting any Unavoidable Delay has exercised its best efforts to minimize such delay.1.14 "University Marks" means University's names, Team names, colors and uniforms, and all trademarks and logos, mascots, characters and symbols that are set forth on Exhibit C or that (i) are created during the Term but after the date hereof, (ii) relate to the foregoing, (iii) are owned, licensed or otherwise controlled by University, and (iv) are added to Exhibit C pursuant to a written agreement among the parties hereto.2. Grant of Exclusive Advertising. Promotional and Beverage Availability RightsDuring the Term and subject to the Permitted Exception(s) set forth in Section 5, University hereby grants to Sponsor the following advertising, promotional and Beverage availability rights:2.1 Exclusive Beverage Availability on the Campus. Sponsor shall have the exclusive right to make Beverages available for sale on the Campus excluding any and all businesses and enterprises of any nature on the Campus not controlled by the University (collectively "Third Parties"); provided that University shall use its reasonable best efforts (as permitted by applicable law) to ensure that Third Parties sell Products on an exclusive basis. University, Bottler and Philadelphia CCBC agree that Products including Coca-Cola(r) classic (or Coke(r)), diet Coke(r), Mr. PiBB(r), Sprite(r), Minute Maid(r) soft drinks and juices, PowerAde(r), Nestea(r) and such other Products as Sponsor and University shall mutually designate shall be the exclusive Beverages sold, dispensed or served at all locations on the Campus. University agrees that, unless otherwise agreed to by Bottler or Philadelphia CCBC (as appropriate), University shall purchase all Products from Bottler or Philadelphia CCBC (as appropriate) (either directly or through Bottler or Philadelphia CCBC (as appropriate) as Company's agent), provided that if Bottler or Philadelphia CCBC (as appropriate) is unable to supply any Product(s) which University desires to purchase, then University may purchase such Products from another authorized Company distributor.2.2 Exclusive Promotional and Advertising Rights for Beverages on the Campus. Sponsor shall have the exclusive right to merchandise Beverages on Campus including the following specific rights:2.2.1 Sponsor shall be entitled to have prominent signage for Products on the Campus. Such signage shall be approved by the University and meet Sponsor's reasonable specifications as to


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design, construction, and general appearance and at a minimum, shall comply with the size and location requirements set forth in Exhibit B.2.2.2 Without the express written consent of Sponsor, Sponsor's signage on the Campus shall not be altered, obscured in any way or draped (whether physically or by electronic means) at any time or for any reason whether by University or any broadcaster. Notwithstanding the foregoing, University shall have the right to obscure, drape, or leave unlighted Sponsor's signage when a clean site is required by the NCAA or is appropriate in University's reasonable judgment (such as for commencement exercises); provided, however, that signage for all University's sponsors be treated equitably during such events.2.2.3 As owner, University shall maintain all scoreboards, signs and advertising in good order and repair, reasonable wear and tear excepted.2.2.4 Materials promoting Products at the point-of-sale on the Campus shall be clearly visible to the purchasing public and shall be displayed in a manner and location acceptable to Sponsor and University.2.2.5 Trademarks for Products shall be prominently listed on the menu boards of all food and refreshment outlets on -the Campus. University shall cause advertising, acceptable to Sponsor and depicting Products in Approved Cups, to appear in at least one (1) food product photo translite in each University concession stand where food photo translites appear.2.2.6 University shall arrange that all Beverages served, sold or dispensed by University's Dining Halls, the primary dining contractors and by all athletic concessionaires (including Beverages sold, served or made available in locker rooms and players' benches) on the Campus in disposable cups shall be served in Approved Cups. University further agrees that if Products are hawked in the stands such Products shall be hawked in Approved Cups.2.2.7 All lighted signs and panels promoting Products shall be fully illuminated at all events on the Campus for which any signs are illuminated and at all other times when the University's scoreboards are illuminated. Sponsor shall have the right of access to its permanent signage at all reasonable times for the purpose of replacement or removal of the same or to modify, change or alter the promotional messages appearing thereon at Sponsor's cost and discretion with University's reasonable approval.2.2.8 University will make reasonable efforts to promote the distribution on the Campus of bottled and canned Products purchased from Bottler in mobile carts, vending machines and by other methods, consistent with University's mission and practices.2.2.9 University hereby grants to Sponsor a license to use the name of University, the Campus, the Team, the Designation, and the University Marks, on a royalty free basis, for the limited purpose of promoting Products in any and all packages in which they are sold on Campus and for point-of-sale displays, subject to the prior approval,: by the University of the type, manner, and format of such promotion. Such promotion may occur on the packaging of (including cups and vessels) and at the point-of-sale of any and all Products wherever they may be sold or served.


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2.2.10 In each Agreement Year University shall provide Sponsor with the following promotional items. The various items may be changed from time to time during the Term on the mutual agreement of Sponsor and University. In the event that any of the individual items become unavailable during the Term and the parties do not agree on replacement items, Sponsor shall receive a pro rata refund of any prepaid Sponsorship Fees and shall be entitled to adjust the Sponsorship Fees due in subsequent Agreement Years. Any pro rata refund or adjustment required pursuant to this Section 2.2.10 shall be based on the values assigned the individual items on pages 25 through 28 of University's Request For Proposal ("RFP").2.2.10.1 Sponsor shall receive, free of charge the following: one full-page, full-color advertisement in each football program; one full-page, black and white advertisement in each men's and women's basketball program; and one full-page black and white advertisement in each program published by the University that contains advertising of any sort. University agrees to furnish Sponsor with ten (10) complimentary copies of any such publication.2.2.10.2 Approved renditions of Company's trademarks, as for Products selected by Sponsor, shall appear on (i) the backs of all tickets issued for events on the Campus, including, but not limited to, the ticket backs for men's football and basketball, (ii) the pocket schedules produced for the football and men's and women's basketball teams; (iii) the schedule posters produced for the football and men's and women's basketball teams; (iv) the ticket brochure produced for the football and men's and women's basketball teams; (v) the football "young alumni" publication; and (vi) all bag tags and scorecards distributed at the University's golf course.2.2.10.3 University shall provide Sponsor, at no additional cost, the following television spots, which spots shall be on an equal rotation basis with University's other sponsors: two (2) thirty second (30) spots on each football game televised on the New Jersey Network; two (2) thirty second (:30) spots on each men's basketball game televised on the New Jersey Network; and two (2) thirty second (30) spots on each women's basketball game televised on the Sports Channel.In the event that University enters into subsequent contracts with networks other than New Jersey Network or Sports Channel, it shall provide television spots in the same quantities and same durations as those listed above to Sponsor on such replacement networks. In the event that University fails to provide each of the television spots required under this Section 2.2.10.3, University shall provide make-good spots on subsequent broadcasts or University shall pay Sponsor a refund based on the number of spots omitted multiplied by the rate set forth on page 26 of the RFP (as defined herein). University shall provide Sponsor with a season broadcast schedule for each sport as soon as such schedule is available; University shall promptly notify Sponsor of any modifications to such schedules.2.2.10.4 University shall provide Sponsor, at no additional cost, the following radio spots, which spots shall be on an equal rotation basis with University's other sponsors: two (2) thirty second (30) spots on each football game broadcast on WOR; two (2) thirty second (30) spots on each men's basketball game broadcast on WOR; and two (2) thirty second (30) spots on each women's basketball game broadcast on WCTC. In the event that University enters into subsequent contracts with networks other than WOR or WCTC, it shall provide radio spots in the same quantities and same durations as those listed above to Sponsor on such replacement networks. In the event that University fails to provide each of the radio spots required under this Section


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2.2.10.4, University shall provide make-good spots on subsequent broadcasts or University shall pay Sponsor a refund based on number of spots omitted multiplied by the rate set forth on page 27 of the -RFP. University shall provide Sponsor with a season broadcast schedule for each sport as soon as such schedule is available; University shall promptly notify Sponsor of any modifications to such schedules.2.2.10.5 University shall provide Sponsor, at no additional cost, the following public address announcements, which announcements shall be on an equal rotation with University's other sponsors: three (3) announcements per game for each intercollegiate varsity football, men's basketball, and women's basketball games and two (2) announcements for each other event held on the Campus.2.2.10.6 For Agreement Years one, two and three, Sponsor shall be the presenting sponsor of the women's basketball invitational to be held on the Campus on an annual basis. University represents that Brother International is the only other co-sponsor during that period. For Agreement Years four through ten, Sponsor shall be the sole sponsor of the women's basketball invitational to be held on the Campus on an annual basis.2.2.10.7 On an annual basis, and at no additional cost to Sponsor, the University will award a full scholarship to one woman athlete, which scholarship shall be named after the Sponsor or, at Sponsor's discretion, one of Sponsor's brands.2.2.11 University shall use its reasonable efforts to support promotional activities conducted hereunder by Sponsor with radio and television drop-ins, jumbotron and scorecard announcements on the Campus or at athletic events, and newspaper advertisement tag-lines (if advertisements are purchased by University independent from such promotional activities). Except for the costs referred to in the preceding sentence, Sponsor shall bear all costs associated with promotional activities.2.2.12 University agrees to provide Sponsor with the following types and quantities of tickets at no additional cost, each of which shall be the best available: twelve (12) season tickets to Team home games, including any and all post season playoffs games, and twelve (12) tickets to all other athletic events held on the Campus. University agrees to make a reasonable effort to provide Sponsor with twelve (12) tickets to each popular event held on Campus, at no additional cost.2.2.13 Sponsor and University agree to meet at least once per Agreement Year to review the prior Agreement Year and plan the up-coming Agreement Year with respect to the various activities contemplated by this Agreement and to assess the performance of the parties under this Agreement.3. Grant of Certain Exclusive Non-Beverage Vending Availability Rights3.1 Exclusive Availability on the Campus. During the Term, in addition to the rights granted in Section 2 above, University hereby grants to Sponsor the exclusive right to make available on the Campus in vending machines the non-Beverage products listed on page 19 of the RFP, and such additional products as may be mutually agreed to by the parties (the "Vended Products").


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3.2 Vending Machines. Sponsor shall install and maintain at its expense vending machines for the Vended Products to be located at such locations as Sponsor and University shall mutually agree. Such designation, including the number and location of machines, may be amended from time to time as University and Sponsor shall mutually agree. All machines shall remain the property of Sponsor or its subcontractor, as applicable, and Sponsor shall not be required to maintain a machine at any place other than a location where it is economically feasible to so maintain a machine. If Sponsor determines that a location is not economically feasible, the removal or relocation of such machine shall be upon the mutual agreement of the Sponsor and University.3.3 Vend Price and Vended Product Mix. Sponsor and University shall mutually determine the vend price and mix of Vended Products.3.4 Subcontractor(s).3.4.1 Sponsor recognizes that University prefers to enter into one contract for the various products covered under this Agreement. However, neither Company, Philadelphia CCBC, nor Bottler are capable of performing directly the various services relating to Vended Products required by this Agreement. Therefore, it is understood and agreed that Sponsor shall have the right to subcontract any of its rights and obligations hereunder to subcontractors. Such subcontractors shall be designated upon the mutual consent of Sponsor and University. University will exercise its reasonable best efforts to work with Sponsor's subcontractors.3.4.2 Sponsor shall have the right to terminate a subcontractor upon a subcontractor's failure to perform its obligations to Sponsor, without University's consent. Sponsor shall have the right to replace a subcontractor with a replacement subcontractor of Sponsor's choosing, subject to University's consent. Sponsor shall have at least sixty (60) days from the date of termination to replace a terminated subcontractor and shall exercise its reasonable best efforts in the interim to continue to provide uninterrupted services to University.3.4.3 If University determines that a subcontractor's performance is unacceptable, Sponsor shall take all reasonable necessary actions to cure such unacceptable performance including termination. In the event of such termination, Sponsor has the right to continue using the then current subcontractor until a replacement can be agreed upon. So long as Sponsor is exercising its reasonable best efforts to identify a suitable mutually acceptable subcontractor, University will not assert that Sponsor is in breach of this Agreement.3.4.4 If Sponsor terminates a subcontractor, University will exercise its reasonable best efforts to cooperate with Sponsor's effort to defend itself from any claim or suit that such terminated subcontractor may elect to assert on the basis, at least in part, that University has provided notice to Sponsor that it deems such subcontractor's performance unacceptable.3.4.5 Upon entering into this Agreement, the approved subcontractor for the Vended Products is: Automat Service, a New Jersey corporation having a place of business at 190 Homestead Avenue, Avenel, New Jersey.


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3.4.6 The subcontractor shall designate in writing to each of University and the Company a contract administrator for day-to-day operations under this Agreement.4. Competitive ProductsDuring the entire Term and any renewal or extension thereof, except for Permitted Exceptions set forth in Section 5, University will establish a program on Campus so that it can ensure that:4.1 No Competitive Products may be sold, dispensed or served anywhere on the Campus. Nothing contained herein shall require University to monitor or control (i) the consumption of Beverages by individuals or (ii) the types or brands of Beverages acquired off Campus for consumption on Campus.4.2 Except as set forth elsewhere in this Agreement, no permanent or temporary advertising, signage or trademark visibility for Competitive Products will be displayed or permitted anywhere on the Campus. This Section 4.2 shall not be construed to prevent trademark visibility that is outside the control (direct or indirect) of University, such as in the student newspaper or by fraternities, sororities or other similar student organizations or by individual students.4.3 University shall not enter into and, to the extent already in effect, shall use its reasonable best efforts to terminate, any agreement pursuant to which the University has allowed Competitive Products to be associated with the University, the Designation, any of the University Marks and/or any Team, in a manner that would materially impair the exclusive promotional, advertising, and product availability rights granted by University to the Sponsor hereunder.5. Permitted ExceptionsThe following items shall be considered "Permitted Exceptions":5.1 University's right to make available for sale on the Campus, (i) freshly brewed coffee, (ii) freshly brewed tea, and (iii) all tomato juices (including V-8 brand tomato-based juices and all tomato-based mixers). University shall have the right to make available unsweetened bottled mineral water for sale on the Campus but only for so long as a similar product remains unavailable through either Company or Philadelphia CCBC or Bottler (as the case may be). In addition, University shall have the right to make hot chocolate available for sale on the Campus. In the event that the Sponsor begins to make available an unsweetened bottled mineral water ("Unsweetened Water"), Sponsor shall provide written notice to the University seeking a meeting within thirty (30) days. At such meeting, and thereafter, the University and the Sponsor shall negotiate and reach a mutually agreeable arrangement under which: (i) the University will phase out its use of (and deplete its existing supply of) Unsweetened Water from sources other than the Sponsor, (ii) the parties shall agree upon a reasonable and fair price and other terms for such product or products, University hereby acknowledges, however, that no additional Sponsorship Fee or Additional Consideration will be required of Sponsor because of the introduction of an , Unsweetened Water and (iii) Sponsor shall not cause the University to go into default with respect to existing arrangements for Unsweetened Water. This provision shall not be deemed to allow advertising or promotional rights with respect to such Competitive Products except that


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trademarks for such Competitive Products may be displayed on menu boards and on dispensing equipment.5.2 The serving of Competitive Beverages by third parry caterers at private events (which are not University sponsored events) to the attendees of said events, and on Campus consumption by student and faculty of Competitive Beverages purchased off Campus, and not for the purpose of resale, provided that this Section shall permit the serving or promotion of Competitive Beverages at public or non-University events over which University has no control; provided further that University shall use its reasonable best efforts (as permitted by applicable law) to ensure the use at such events of Sponsor's Beverages on an exclusive basis. Also, it is contemplated that during the Term, there may be a very limited number of events held on the Campus where high-level dignitaries (such as the President or Vice-President of the United States, foreign. heads of state, or other high-level guests of the University President, gatherings of the Board of Governors or the University President's office) would request Competitive Products. In such circumstances, the University shall have the right to purchase limited quantities of Competitive Products to make available to the attendees of such gatherings.5.3 Subject to the provisions of Section 2.2.2 hereof, University and its broadcasters, shall have the right to run normal print, radio, and television advertising spots for Competitive Products; provided, however, that University shall use its best efforts to prevent such media from being used in such a way as to create in the minds of consumers (as determined by University in its reasonable discretion, exercised in good faith) the idea that such Competitive Products are sponsors of the University and Team. Under no circumstances shall University permit any broadcaster to provide drop-ins, billboards or other mentions or identifications to any Competitive Product.5.4 University's right to purchase orange juice in bulk containers for use in the dining halls from a manufacturer or distributor other than the Sponsor.5.5 University shall negotiate exclusively with Sponsor or an Affiliate of Company for a period of thirty (30) days, which period shall end sixty (60) days prior to the end of Agreement Year one for the exclusive right to sell dispensed juice products in subsequent Agreement Years. In the event that University and Sponsor are unable to reach a mutually agreeable agreement with respect to dispensed juice products such products shall be a Permitted Exception hereunder. As used in this Section 5.5 "dispensed juice products" shall mean fruit juice and juice containing drinks served through dispensing equipment and shall not include bottle and can versions of such products.5.6 The serving of Competitive Products by independent operators of canteen trucks parked from time to time in lot 8 of the New Brunswick campus.5.7 Nothing contained herein shall require the University to refuse grants, gifts, or other philanthropic donations from any person or entity, including, without limitation, manufacturers and distributors of Competitive Products.


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5.8 Sponsor acknowledges that University has existing contractual relations with certain Third Parties ("Existing Third Parties") such that the Existing Third Parties have certain rights to dispense Beverages, including Competitive Products on Campus. To the extent permitted by applicable law, University shall use its reasonable efforts to obtain the assurance of the Existing Third Parties that they, with respect to such Existing Third Parties' operations on the Campus, shall comply with the provisions of this Agreement. Except with respect to the University's primary food service concessionaires and subject to the reduction of Sponsorship Fees provided for in Section 6.3 hereof, if University is not able to obtain such assurances from the Existing Third Parties, the serving of Competitive Products by the Existing Third Parties shall be. a Permitted Exception hereunder.6. Consideration6.1 Sponsorship Fees. For the exclusive promotional rights, exclusive product availability rights and other rights described herein, Sponsor agrees to pay to University an aggregate of Six Million Ten Thousand Dollars ($6,010,000) for the entire Term (the "Sponsorship Fees"). The Sponsorship Fees shall be paid in annual installments of Six Hundred One Thousand Dollars ($601,000) per Agreement Year, less any Sponsorship Fee reduction accrued in the previous Agreement Year as determined pursuant to Section 6.3, below, and shall be paid fifty percent (50%) by Bottler and fifty percent (50%) by Company. University shall invoice Company and Bottler for all Sponsorship Fee payments at least thirty (30) days prior to the payment due date.6.2 Additional Consideration. In addition to the Sponsorship Fees, on an annual basis, Sponsor shall provide the following additional consideration (the "Additional Consideration"): (i) Forty-Five Thousand Dollars ($45,000) for (a) the promotion of sales of Products and (b) increasing the exposure of Products to the public, (ii) Fifteen Thousand Dollars ($15,000) for a fund that will be used by the University, in its sole discretion, and (iii) Fifteen Thousand Dollars ($15,000) for a "flex fund" that will be used as mutually agreed to among the parties. Subject to further agreement, it is anticipated that the flex fund may be used, among other things, to supplement the promotional fund, to support debit card conversion, and to construct additional signage; provided, however, that if the University elects to erect a new message center containing mutually acceptable advertising for products of Company, the entire amount of the flex fund for the remaining portion of the Term shall be allocated to such message center.6.3 Sponsorship Fee Reduction. From time-to-time during the Term, Sponsor and University representatives shall (subject to the availability of the University's Director of Operations for the . Dining Service or the University's Assistant Vice President for Auxiliary Services, or designee of either of the foregoing to participate in the tour), at Sponsor's reasonable request, conduct spontaneous Campus tours in order to assess whether the exclusive advertising, promotional and product availability rights provisions hereunder are being adhered to. In the event that such a tour reveals that a Third Party is not in compliance with the requirements of this Agreement with respect to its operations on Campus, Sponsor shall provide University with written notice of such non-compliance within ten (10) days of the tour, University shall have sixty (60) days to correct such non-compliance. If University is unable to correct such non-compliance, or if such instances of non-compliance continue (each instance of non-compliance for each brand of Competitive Products is referred to herein as a "Non-Compliance Event"), the Sponsorship Fee due in the


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subsequent Agreement Year shall be reduced as follows (if such non-compliance occurs in the final Agreement Year, University shall be obligated, subject to the limitations provided below, to repay the amount indicated within ninety (90) days): the number of Non-Compliance Events in such Agreement Year multiplied by $8,000, not to exceed One Hundred Ninety-Two Thousand Dollars ($192,000) in any Agreement Year. The number of Non-Compliance Events assessed in any one Agreement Year shall not exceed three (3) for any one retail outlet. If the number of Non-Compliance Events exceeds twenty-four (24) in any Agreement Year, Sponsor shall have the right to terminate this Agreement as provided in Section 9.2.5, below.7. Product Pricing7.1 Post-Mix Products. University shall be entitled to purchase post-mix Products at the price of $1.52 per gallon in Agreement Year one. In subsequent agreement years, such price shall be subject to an increase or decrease equal to the percentage increase or decrease in the Company's published national chain price for the previous year multiplied by the relevant price charged University by Sponsor for such Products in the previous Agreement Year.7.2 Pre-Mix Products. In the event that University and Bottler mutually elect to make premix Products available on Campus, they shall mutually agree on the prices to be charged for such Products.7.3 Bottle/Can Products in Vending Equipment. Upon expiration or earlier termination of University's existing agreements with Canteen, which University represents will be on or before December 31, 1994 for the New Brunswick campuses and January 31, 1995 for the Newark campuses Bottler and Philadelphia CCBC shall pay University a commission equal to forty percent (40%) of the gross sales (retail).7.4 Vended Products. Upon execution of University's existing agreements with Canteen, which University represents will be on or before December 31, 1994 for the New Brunswick campuses and January 31, 1995 for the Newark campuses Sponsor, or its subcontractor, shall pay University a commission equal to twenty two and one-half percent (22.5%) of the retail sales of Vended Products, net of applicable sales taxes. In lieu of the foregoing, Sponsor, or its subcontractor, shall pay University a commission of $.20 per pack of cigarettes sold as Vended Products.7.5 Bottler and Philadelphia CCBC guarantee the following bottle/can pricing to University during Agreement Years one and two: (i) six-pack cans of carbonated Products and ready-to-drink tea products - $6.50/case; and (ii) canned juices, Sports Drinks and all bottled Products - Bottler's or Philadelphia CCBC's (as the case may be) regular wholesale price less $1.00 per case. In subsequent Agreement Years, Bottler and Philadelphia CCBC (as the case may be) guarantee that the prices charged University shall not increase greater than five percent (5%) in any Agreement Year and no more than ten percent (10%) in aggregate over the remainder of the Term.


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8. Equipment Service and Supplies8.1 During the Term, Company will loan to University, at no cost, (i) the post-mix soft drink dispensing equipment which is currently installed on the Campus, and (ii) any additional post-mix dispensing equipment reasonably required over the Term in order to replace defective or worn out dispensing equipment or to equip new locations on the Campus where University elects to dispense post-mix Products with the consent of Sponsor, which consent shall not be unreasonably withheld. Existing equipment will be replaced as mutually agreed to among the parties. All of such equipment is hereinafter referred to as the "Post-Mix Equipment".8.2 During the Term of this Agreement, Bottler or Philadelphia CCBC's (as the case may be) will loan to University the freestanding pre-mix soft drink dispensing systems and soft drink vending machines which are currently installed on the Campus and which during the Term are reasonably required to dispense bottle/can and pre-mix Products on Campus in locations mutually agreed to by Sponsor and University (the "Pre-Mix and Vending Equipment"). Existing equipment will be replaced as agreed to among the parties.8.3 University agrees (i) it will execute any UCC Financing Statements, or other documents evidencing Company's ownership of the Post-Mix Equipment and Bottler's ownership of the Pre-Mix and Vending Equipment, (ii) upon request of Company and in order to document Company's ownership of the Post-Mix Equipment and/or Bottler's or Philadelphia CCBC's ownership of the Pre-Mix Equipment, University will execute Company's Fountain Equipment Lease Agreement ("FELA") with respect to the Post-Mix Equipment and any similar agreement relating to the Pre-Mix and Vending Equipment (the "Bottler Equipment Placement Agreement"), but that to the extent that any of the terms of the FELA or the Bottler Equipment Placement Agreement are in conflict with the terms of this Agreement, this Agreement will control, (iii) neither the Post-Mix Equipment nor the Pre-Mix and Vending Equipment may be removed from the Campus without Company's or Bottler's or Philadelphia CCBC's written consent, respectively, (iv) University will not encumber the Post-Mix Equipment or Pre-Mix and Vending Equipment in any manner or permit any attachment thereto except as authorized by Company (with respect to the Post-Mix Equipment) or Bottler or Philadelphia CCBC (as the case may be) (with respect to the Pre-Mix and Vending Equipment), and (v) University will be responsible to Company (with respect to the Post-Mix Equipment) and Bottler or Philadelphia CCBC (as the case may be) (with respect to the Pre-Mix and Vending Equipment) for any loss or damage to said Equipment, reasonable wear and tear excepted.8.4 In addition, Bottler or Philadelphia CCBC (as the case may be), or a subcontractor of either of the foregoing will provide University with reasonable service at no charge to the Post-Mix Equipment and the Pre-Mix and Vending Equipment. All equipment service will be provided seven (7) days per week in the contract dining halls and student center facilities during the student board year (which is currently August 31 through December 22, and January 15 through May 22); provided, however that Bottler or Philadelphia CCBC (as the case may be), or a subcontractor of either of the foregoing will not be obligated to provide service hereunder during Unavoidable Delays that preclude Bottler of Philadelphia CCBC (as the case may be), or a subcontractor of either of the foregoing from performing the services required hereunder. Bottler or Philadelphia CCBC (as the case may be), or a subcontractor of either of the foregoing will


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make service agents available at mutually-agreed to events. Bottler or Philadelphia CCBC (as the case may be), or a subcontractor of either of the foregoing shall not be liable for damages of any kind arising out of delays in rendering service. Bottler or Philadelphia CCBC (as the case may be), or a subcontractor of either of the foregoing shall respond within twenty-four (24) hours for non-emergency service requests and within four (4) hours for emergency service requests.8.5 Sponsor will provide University with three hundred (300) uniforms (including hats, shirts and jackets) for use by concession employees during each Agreement Year.8.6 During the Term, Sponsor will provide University with a mutually agreed to number of trademarked coolers, cups, towels, and squeeze bottles to be used on the sidelines and in locker rooms.8.7 Debit Card Readers. Bottler shall, at its cost, equip Vending Equipment mutually selected by Bottler and University with debit card readers.9.Remedies for Loss of Rights; TerminationUniversity Termination RightsUniversity shall have the right to terminate this Agreement at any time if9'.1.1 Company, Bottler or Philadelphia CCBC fail to make any payment due hereunder, and if such default shall continue for forty-five days after written notice of such default. Before terminating this Agreement based on the non-performance by either Bottler or Philadelphia CCBC, University agrees that it shall provide Company with ten (10) business days' notice of such non-performance, during which period Company may, at its option, elect on behalf of the Bottler or Philadelphia CCBC to cure such non-performance; provided that such ten (10) day notice to the Company shall not in any event extend the forty-five (45) day cure period for Bottler or Philadelphia CCBC; or9.1.2 Any of Company, Bottler, or Philadelphia CCBC breaches any other material term or condition of this Agreement and fails to cure such breach within forty-five (45) days after written notice of default; or9.1.3 Any of Company, Bottler, or Philadelphia CCBC shall be generally unable to pay its liabilities when due, or shall make any assignment for the benefit of creditors or file a voluntary petition in bankruptcy or be adjudicated bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy or insolvency shall be appointed under the governing laws of the United States or of any state (each of such events, a "Bankruptcy Event"); such termination to be effective as of the date on which the first such Bankruptcy Event occurred.9.2 Sponsor Termination RightsSponsor shall have the right to terminate this Agreement upon forty-five (45) days' written notice to University at any time:


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9.2.1 If University breaches any material term or condition of this Agreement and fails to cure such breach within forty-five (45) days after written notice of default. For purposes of this Section 9, University's failure to comply with the requirements of Section 2.2.6 relating to Approved Cups shall, without limitation, be deemed to be a "material term or condition"; or9.2.2 If University shall be subject to a Bankruptcy Event, such termination to be effective as of the date on which the first such Bankruptcy Event occurred; or9.2.3 In the event of any expiration or revocation of University's authority to convey the above promotional and product availability rights and University fails to reinstate its rights and authority within forty-five (45) days after receiving written notice from Sponsor of termination for such expiration or revocation, Sponsor may terminate this Agreement; provided that in such event, in addition to the termination rights set forth herein, Sponsor shall have the right, but not the obligation, to cease payment for future licensing (to the extent of such expiration or revocation) to University and instead make payment to any party that thereafter assumes responsibility for Beverage advertising and availability on the Campus; provided that Sponsor shall only be relieved of its obligations to the extent of such expiration or revocation and that Sponsor shall in no way be relieved of its obligations (i) with respect to licensing for any periods prior to such expiration or revocation and (ii) to the extent that University retains such rights and powers. In the event of partial revocation or expiration, the parties shall negotiate in good faith to determine the amount of any pro rata reduction in the obligations of Sponsor to University; provided, however, that in the event the parties are unable to determine the amount of such pro rata reduction in a period of ninety (90) days and the Sponsors' rights under this Agreement have been materially restricted ° _ except as provided in Section 9.4.1 hereof, Sponsor shall have the right to terminate this Agreement at the conclusion of such ninety (90) day period; or9.2.4 If the Campus is closed for a period of more than ninety (90) consecutive days; or9.2.5 If the number of Non-Compliance Events (as defined in Section 6.3) exceeds twenty-four in any Agreement Year.9.3 Repayment of Sponsorship Fees in Event of TerminationUpon any termination of this Agreement for any reason other than termination under Sections 9.1.1 or 9.1.2 above, Sponsor shall receive a refund of any prepaid Sponsorship Fees pro rated to the date of termination or, if earlier, the date of any default hereunder by University.9.4 Additional Remedies for Loss of Rights9.4.1 Temporary Closing of Campus and Material Limitations of Sponsor's Rights(a) If at any time during the Term (i) the Campus is closed for a period of more than ninety (90) consecutive days, whether or not such closure is due to a cause beyond the reasonable control of University, and Sponsor has not exercised the right of termination described in Section 9.2.4 of the Agreement, or (ii) any of the men's football, basketball or soccer teams or the women's basketball or soccer teams suspend play during such sport's scheduled season for a period of more than sixty (60) consecutive days (provided that the counting of such days shall not


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be cumulative (i.e., if basketball and football are both suspended then each day on which both are suspended shall equal only one (1) day rather than two (2) days for purposes of counting and of contract extension)), University shall at its option (by written notice to Company within thirty (30) days after the end of such suspension or closure), either (x) extend the Term for a corresponding period, or (y) pay Company an agreed upon adjustment to reflect the diminution of the value of the rights granted to Company hereunder.(b) ' If at any time during the Term (i) any of the Beverage availability or promotional rights granted to Sponsor herein are materially restricted or limited, or (ii) the Campus is closed for a period of more than one hundred twenty (120) consecutive days and there has been no extension or adjustment under subsection (a) above, Company may, at its option, provide written notice to University that Company seeks an adjustment and/or refund of its Sponsorship Fee for the then remaining portion of the Term. Within ten (10) days of receipt of such notice, Company and University shall negotiate in good faith to determine whether to adjust the amount of Sponsorship Fees due for the then remaining portion of the Term and the amount of any such adjustment. If the parties cannot resolve the matter, after good faith negotiations and the passage of not less than forty-five (45) days from the date the adjustment notice referenced above was first delivered to University, Company may exercise the right of termination described in Section 9.2.4.9.4.2 Protection Against Ambush MarketingUniversity recognizes that Sponsor has paid valuable consideration to ensure an exclusive associational relationship with University, the Teams, the University Marks, and the Campus with respect to Beverages and that any dilution or diminution of such exclusivity seriously impairs Sponsor's valuable rights.Accordingly, subject to the Permitted Exceptions set forth in Section 5 above, in the event another person or entity attempts, without Sponsor's consent, to associate its Beverages with the Campus, the University, the University Marks, or the Teams, or to suggest that Competitive Products are endorsed by or associated with University, the Campus, the University Marks, and/or the Teams by referring directly or indirectly to University, the Campus, the University Marks, and/or the Teams (all of which actions described in this paragraph are sometimes referred to as "Ambush Marketing"), University will promptly oppose (as permitted by applicable law) such actions and take all steps University, in good faith, deems reasonable which may include, without limitation written complaints to the violating party and local media outlets; private and public cease and desist announcements; and cooperating with Sponsor in the filing of appropriate legal actions, including actions for temporary and permanent injunctive relief) to stop the Ambush Marketing and to protect the exclusive associational rights granted to Sponsor by University in this Agreement. In the event any such Ambush Marketing occurs during the Term, each parry shall notify the other parties of such activity immediately upon learning thereof.10. ConfidentialityThis Agreement is confidential and the parties hereto shall not release it; provided that the parties hereto may announce that an agreement has been entered into by such parties and, in so doing, may describe generally that an exclusive Beverage arrangement has been entered into, including


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the term and approximate dollar value of the arrangement; provided further, that a party hereto may disclose this Agreement upon receipt of an opinion of counsel (whether in writing or otherwise) that disclosure of the Agreement is required under applicable law and upon written notice to the other party; or in the event that a court of competent jurisdiction issues an order compelling such party to do so. The parties acknowledge that there has already been disclosure of (i) the existence of negotiations between the parties as to an exclusive Beverage arrangement and (ii) the approximate dollar value of the potential arrangement. The foregoing obligation regarding confidentiality shall remain in effect for a period of three (3) years after the expiration of this Agreement.11. Representations, Warranties and Covenants11.1 Representations, Warranties and Covenants of UniversityUniversity represents, warrants and covenants to Sponsor as follows:11.1.1 University has full power and authority to enter into this Agreement and to grant and convey to Sponsor the rights set forth herein.11.1.2 All necessary approvals for the execution, delivery and performance of this Agreement by University have been obtained, and this Agreement has been duly executed and delivered by University and constitutes the valid and binding obligation of University enforceable in accordance with its terms.11.1.3 University has the right to license the University Marks and has the right to approve all uses of the University Marks.11. 1.4 Except as expressly disclosed herein, University has not entered into and, during the Term of this Agreement, will not (as permitted by applicable law) enter into any agreement pursuant to which the University has allowed Competitive Products to be associated with the University in a manner that would impair materially the exclusive advertising, promotional and product availability rights granted by the University to the Sponsor hereunder.11.1.5 University has entered into full-line vending contracts with third party vending contractors; such contracts have expired on December 31, 1994 with respect to the New Brunswick Campuses and January 31, 1995 with respect to the Newark Campus.11.2 Representations and Warranties and Covenants of Company and Bottler and Philadelphia CCBCEach of Company, Bottler and Philadelphia CCBC hereby represents, warrants and covenants as follows:11.2.1 Company, Bottler and Philadelphia CCBC each has full power and authority to enter into and perform this Agreement.


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11.2.2 All necessary approvals for the execution, delivery and performance for this Agreement by Company, Bottler and Philadelphia CCBC have been obtained, and this Agreement has been duly authorized, executed and delivered by each of Company, Bottler and Philadelphia CCBC and constitutes the valid and binding obligation of Company, Bottler and Philadelphia CCBC enforceable against each in accordance with its terms.11.2.3 Neither Company, Bottler nor Philadelphia CCBC have entered into, and during the Term of this Agreement, will not enter into any other agreements which would prevent it from fully complying with the provisions of this Agreement.11.2.4 Bottler and Philadelphia CCBC each represent that their net worth as of December 31, 1994 was in excess of $10 million. Company represents that its net worth as of December 31, 1994 was approximately $5 billion.12. IndemnificationExcept as provided in Section 22 and provided that University or any Rutgers Person may choose to proceed under this Section 12 or under the ADA (as defined in Section 22) to the extent that both this Section 12 and Section 22 are applicable:12.1 University agrees to defend, indemnify, and hold each of Bottler, Company, and Philadelphia CCBC, and each of their officers, employees, and agents, harmless from and against all claims, suits, actions, proceedings, liabilities, costs, and expenses, including reasonable attorneys' costs and fees, related to (i) University's material breach of this Agreement, (ii) injury to, including death of, persons (whether they be third persons or employees of any of the parties hereto), or to any loss of or damage to property in any manner arising from, the rights conveyed herein, or due to the acts, omissions, or negligence of University, its employees and agents, and (iii) all claims, demands, or litigation alleging that any of the University Marks violates or infringes on trademarks, tradenames, copyrights, or other proprietary rights provided that such University Marks have been used in the manner provided or approved in writing by University, with the understanding that the obligations set forth above shall not apply to any loss or damage to the extent caused by the willful misconduct or negligence of the party seeking to be indemnified.12.2 Company agrees to defend, indemnify, and hold each of Bottler and Philadelphia CCBC, and each of their officers, employees, and agents, and University as well as each Rutgers Person harmless from and against all claims, suits, actions, proceedings, liabilities, costs, and expenses, including reasonable attorneys' costs and fees, related to (i) Company's material breach of this Agreement, (ii) injury to, including death of, persons (whether they be third persons or employees of any of the parties hereto), or to any loss of or damage to property in any manner arising from, the rights conveyed herein, or due to the acts, omissions, or negligence of Company, its employees and agents, and (iii) all claims, demands, or litigation alleging that any of the Company's trademarks, tradenames, copyrights, or other proprietary rights violates or infringes on trademarks, tradenames, copyrights, or other proprietary rights of third parties provided that such Company trademarks, tradenames, copyrights, or other proprietary rights have been used in the manner provided or approved in writing by Company, with the understanding that the obligations


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set forth above shall not apply to any loss or damage to the extent caused by the willful misconduct or negligence of the party seeking to be indemnified.12.3 Bottler agrees to defend, indemnify, and hold each of Company, and Philadelphia CCBC, and each of their officers, employees, and agents, and University as well as each Rutgers Person harmless from and against all claims, suits, actions, proceedings, liabilities, costs, and expenses, including reasonable attorneys' costs and fees, related to (i) Bottler's material breach of this Agreement, (ii) injury to, including death of, persons (whether they be third persons or employees of any of the parties hereto), or to any loss of or damage to property in any manner arising from, the rights conveyed herein, or due to the acts, omissions, or negligence of Bottler, its employees and agents, and (iii) claims arising from products purchased from Bottler or any subcontractor thereof with the understanding that the obligations set forth above shall not apply to any loss or damage to the extent caused by the willful misconduct or negligence of the party seeking to be indemnified.12.4 Philadelphia CCBC agrees to defend, indemnify, and hold each of Company, and Bottler, and each of their officers, employees, and agents, and University as well as each Rutgers Person harmless from and against all claims, suits, actions, proceedings, liabilities, costs, and expenses, including reasonable attorneys' costs and fees, related to (i) Philadelphia CCBC's material breach of this Agreement, (ii) injury to, including death of, persons (whether they be third persons or employees of any of the parties hereto), or to any loss of or damage to property in any manner arising from, the rights conveyed herein, or due to the acts, omissions, or negligence of Philadelphia CCBC, its employees and agents, and (iii) claims arising from products purchased from Philadelphia CCBC or any subcontractor thereof with the understanding that the obligations set forth above shall not apply to any loss or damage to the extent caused by the willful misconduct or negligence of the party seeking to be indemnified.12.5 Whenever any party entitled to indemnification (the "Indemnified Party") pursuant to the previous paragraphs receives notice of any potential claim which may be subject to indemnity, such party shall promptly notify the party from whom Indemnification is sought (the "Indemnifying Party"). The Indemnifying Party shall have the obligation to assume the defense of such claim by counsel designated by it and reasonably acceptable to the Indemnified Party, provided that the Indemnifying Party shall not settle or compromise any such claim, or consent to the entry of any judgment, without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. The Indemnified Party, its affiliates, employees and representatives, shall fully cooperate with and timely assist the Indemnifying Party with the defense of such claim. If the Indemnifying Party fails to assume the defense of such claim prior to fifteen (15) days after receipt of notice of the claim the Indemnified Party shall have the right to undertake, at the Indemnifying Party's expense, the defense, compromise or settlement of any such claim on behalf of and at the risk and expense of the Indemnifying Party.13. Insurance13.1 University agrees to maintain insurance deemed by University, in its reasonable discretion, to be adequate to protect the respective interests of the parties hereto. Such policy or policies


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shall not be canceled or modified without thirty (30) days notice by University to Sponsor in writing.13.2 Each of Company, Philadelphia CCBC, and Bottler agree to maintain insurance deemed by each, in its reasonable discretion, to be adequate to protect the respective interests of the parties hereto, including without limitation, a comprehensive program of risk retention.13.3 The parties agree that each of the other parties shall have the right, during the Term from time to time, to request evidence of the adequacy of the above insurance coverages.14. NoticesAny notice or other communication hereunder shall be in writing, shall be sent via registered or certified mail, overnight courier, or facsimile transmission (followed by delivery of hard copy pursuant to one of the above methods) and shall be deemed given when deposited, postage prepaid, in the United States mail or to the overnight courier service, addressed as set forth below, or to such other address as any of the parties shall advise the other in writing:If to Company: If to Bottler:

The Coca-Cola Company The Coca-Cola Bottler Vice President, Company of New York, Inc.Presence Marketing 30 Horseneck LaneOne Coca-Cola Plaza Greenwich, CTAtlanta, Georgia 30313 Attention: Vice President, Marketing

with a copy to: General Counsel with a copy to: General CounselIf to University: Rutgers, The State University of New Jersey Building 4128Livingston Campus Piscataway, NJ 00821 Attention: Vice President, Business AffairsIf to Philadelphia CCBC: The Philadelphia Coca-Cola Bottling Company 725 East Erie AvenuePhiladelphia, PA 19134If possible, the parties agree to attempt to deliver notice by facsimile, and confirm by telephone.15. University Approval RightsUniversity shall have the right to pre-approve any artwork or other items created by Sponsor for use in accordance with the terms of this Agreement and which contain or incorporate any of the University Marks, provided, however, that should University fail to respond to any such submission of artwork by Sponsor within a period of thirty (30) working days subsequent to the actual receipt thereof by University, such submission will be deemed approved by University.


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16. AssignmentThis Agreement or any part hereof shall not be assigned or otherwise transferred by any party without the prior written consent of the other parties.17. ModificationsNo modification or waiver of any of the terms and conditions of this Agreement shall be effective unless such modification or waiver is expressed in writing and executed by each of the parties hereto.18. Relationship of PartiesThe parties are acting herein as independent contractors and independent employers. Nothing herein contained shall create or be construed as creating a partnership, joint venture or agency relationship between any of the parties and no party shall have the authority to bind another party in any respect.19. Governing LawThis Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New Jersey, without giving effect to and without reference to the choice of law principles thereof. Each of the parties hereto irrevocably submits and consents to the exclusive jurisdiction of the state and federal courts located in the State of New Jersey for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement or the transactions contemplated hereby.20. Retention of RightsExcept as expressly provided herein, Sponsor shall not obtain, by this Agreement, any right, title or interest in the University Marks, nor, except as provided in Section 2, shall this Agreement give Sponsor the right to use, refer to, or incorporate in marketing or other materials any of the University Marks.University shall not obtain by this Agreement any right, title or interest in the trademarks of The Coca-Cola Company, nor, except as expressly set forth herein, shall this Agreement give University the right to use, refer to, or incorporate in marketing or other materials the name, logos, trademarks, or copyrights of The Coca-Cola Company.21. CautionsThe captions used in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of the provisions set forth herein.


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22. Entire AgreementThis Agreement (including all exhibits, appendices and attachments hereto) shall constitute the entire agreement among the parties with respect to the matters covered hereby and shall supersede all previous written, oral or implied agreements and understandings among the parties with respect to such matters; provided that this Agreement shall not supersede the assumption of Defense Agreement (the "ADA") dated October 3, 1994, which shall remain in effect and, in the event of a conflict between this Agreement and the ADA, the ADA shall control.23. SeverabilityThe invalidity of any portion hereof shall not effect the validity, force or effect of the remaining portions hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each party agrees that a court of competent jurisdiction may enforce such restriction to the maximum extent permitted by law.24. CounterpartsThis Agreement may be executed in one or more counterpart, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instruments.IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written.

THE COCA-COLA COMPANYPrinted Name: Carlton L. Curtis Title: Vice PresidentDate: 6/1/95

THE COCA-COLA COMPANY BOTTLING COMPANY OF NEW-YORK, INC.Printed Name: Allan O'Nei1 Title: Vice PresidentDate: 5/30/95

RUTGERS, THE STATE UNIVERSITY OF NEW JERSEYPrinted Name: Joseph P. WhitesideTitle: Senior VP & TreasurerDate: May 18, 1995

THE PHILADELPHIA COCA-COLA BOTTLING COMPANYPrinted Name: James F. MunnellTitle: Vice PresidentDate: May 23, 1995


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EXHIBIT A(Omitted from scanned text)

EXHIBIT B Permanent Signage Location and SizeOne (1) panel on the main scoreboard at Rutgers Stadium, measuring 6'8" x 23'8". One (1) panel on the scoreboard at Louis Brown Center (RAC), measuring 3' x 12'.One (1) panel on the scoreboard at Soccer/Lacrosse Stadium, measuring 3' x 10'.One (1) panel on the scoreboard at Sonny Werblin Center, measuring 2' x 10'.One (1) panel on the scoreboard at Baseball Field, measuring 4'x 7'. One (1) panel on the scoreboard at the Softball Field, measuring 3' x 8'.

EXHIBIT C(Omitted from scanned text)


Documents

AGREEMENT - Rutgers University · Web viewThis Agreement, made and entered into effective as of August 1, 1994 (the "Effective Date"), among The Coca-Cola Company, a Delaware corporation