Coke Contract. Texas A&M Corpus Christi CocaColaAgreemt 0821

Sponsorship Agreement By and between

COCA-COLA BOTTLING COMPANY OF THE SOUTHWEST And

TEXAS A&M UNIVERSITY-CORPUS CHRISTI

This Sponsorship & Exclusive Rights Agreement (this "Agreement"), which takes effect on February 16,2005, is made by and between Coca-Cola Bottling Company of the Southwest, a Delaware corporation (the "Company") and Texas A&M University-Corpus Christi ("TAMU-CC"), a member of the Texas A&M University System, an agency of the State of Texas.

1. SCOPE Company will be the exclusive Beverage sponsor of TAMU-CC, with Campus-wide Beverage availability rights, and on and off-Campus marketing rights, on the terms and conditions and subject to the limitations and exceptions described below. Company will have the exclusive Beverage rights on Campus.

2. DEFINITIONS

2.1 "Agreement Year" means each twelve-month period beginning with the first day of the Term (as defined herein) of this Agreement, and each anniversary there after.

2.2 "Approved Cups" means disposable cups (21 oz., 32 oz., and 44 oz., minimum sizes) approved by Company. A rendering of Company's current Approved Cup is attached hereto as Exhibit A.

2.3 "Beverages" means all non-alcoholic beverages of any kind, excluding milk & flavored milk, fresh brewed hot coffee, fresh brewed hot tea, tap water, juices fresh squeezed on the Campus.

2.4 "Campus" means the entire premises of TAMU-CC campus located in Corpus Christi, Nueces County, Texas, including without limitation, all existing and future buildings and facilities owned or operated by the University during the Term, grounds, athletic facilities, dining facilities, cafeterias, all branded or unbranded food service outlets, vending and concession areas, athletic facilities, auditoriums, theatres, housing and

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medical facilities, and retail outlets, except as defined in Section 9., permitted exceptions.

2.5 "Products" mean Beverages purchased directly from Company or sold through vending machines owned, stocked and serviced exclusively by Company.

2.6 "Competitive Product" means any Beverage that is not a Product.

2.7 "Marks" means - any trademark, trade name, service mark, design, logo, slogan, symbol, mascot, character, identification, or other proprietary design now or in the future owned, licensed, or otherwise controlled by TAMU-CC.

2.8 "Team" means any intercollegiate athletic team associated with TAMU- CC.

3. SPONSORSHIP AND TRADEMARK FUGHTS Subject to the Permitted Exceptions set forth in Section 9, University grants Company the following sponsorship and trademark rights:

3.1 General Sponsorship Designation. Company may promote the fact that Company is a sponsor of TAMU-CC and that Products are available on Campus. This promotion may occur in advertising (including television, radio, print and all other media), on packaging, and at the point of sale of any Beverages. For example, Company may refer to itself in any of Company's marketing, advertising or promotional materials as "sponsor" of TAMU-CC, and refer to any Beverage in any of Company's marketing, advertising or promotional materials as the "official" or "exclusive" Beverage of TAMU-CC, the Campus and the Athletic Teams.

3.2 License to Use the Marks

(A) Grant of License. Subject to TAMU-CC's approval rights in 10.2, TAMU-CC grants Company a license to use the Marks throughout the United States--on a royalty-free basis-for the purposes of promoting Company Beverages. The license gives Company the right to use the Marks in or on all of Company's advertising, promotional and packaging materials and activities, which include-for all purposes bottles, canlbottle wraps and all other forms of packaging; broadcast, print, electronic and all other forms of media; and merchandise. No party will obtain, by this Agreement, any right, title, or interest in the trademarks of the other party.

(B) Use with Customers. Subject to TAMU-CC's approval rights in 10.2, the license also gives Company the right to use the Marks in

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joint advertising and promotions with Company's customers and to display the Marks with its customers' trademarks, logos and branded products in or on all advertising, promotional and packaging materials and activities, so long as they appear with Company's trademark and the customer is not depicted as a sponsor of TAMU-CC. TAMU-CC acknowledges that Company's customers operate in all channels of trade. Because they are included in the Sponsorship Fees, no separate royalty or license fee will be charged to Company or its customers for using the Marks in this manner. Any use by Company of Marks in association with Company customers does not convey rights of use of any marks to Company customers. While Company's use of the TAMU-CC will be royalty-free, Company's producing the Mark on promotional items will be solely at Company's expense.

4. BEVERAGE RIGHTS Subject to the Permitted Exceptions set forth in Section 9, TAMU-CC grants Company the following Beverage availability rights and Beverage merchandising rights:

4.1 Beverage Availability. TAMU-CC agrees that Products shall be the exclusive Beverages other than permitted exceptions in section 9, sold, distributed, sampled, dispensed, served, advertised or promoted anywhere, at anytime on the Campus and in connection with TAMU-CC. All Beverages sold, dispensed or served on campus must be purchased directly from Company and subject to the provisions found in section 6.3(A).

4.2 Vending Availability. TAMU-CC hereby grants to Company the exclusive Beverage vending rights on the Campus. Company shall have the right to place beverage vending machines in mutually agreed upon locations on campus. Additional Beverage vending machines will be placed, relocated, or moved following surveys conducted by Company and/or TAMU-CC with mutual agreement between Company and TAMU-CC. Beverage vending machines that are a fire safety or present an access limitation will be moved or removed within 48 hours notice to the company.

4.3 Beverage Merchandising. Company has the right to merchandise Beverages on Campus, including the following specific rights:

(A) Point-of-Sale Advertising. Materials promoting Beverages at the point of sale must be clearly visible to the purchasing public and must be displayed in a manner and location mutually acceptable to Company and TAMU-CC.


(B) Concession and Menu board Advertising. Trademarks of Products must be prominently listed on the menu boards of all food and refreshment outlets owned by TAMU-CC. If TAMU-CC's menu boards have photo translates (which will be provided at Company's expense), TAMU-CC will ensure that advertising provided by Company and depicting Products appears in at least one translate in each menu board.

5. PROMOTIONAL AND ADVERTISING RIGHTS Subject to the Permitted Exceptions set forth in Section 9, TAMU-CC grants Company the following promotional and advertising rights:

5.1 Promotional Rights. TAMU-CC grants Company the right to promote Beverages with respect to TAMU-CC, the Campus and the Marks.

(A) Approval. Prior to Company commencing any promotional endeavors on the Campus or at TAMU-CC Athletic events, TAMU- CC must have approved the general scope and context of the promotion, including the use of TAMU-CC's Mark, such approval not to be unreasonably withheld. Company agrees to submit the request for approval no less than twenty-one (21) calendar days before the start of such promotional event. If TAMU-CC has not issued an objection to Company's request within ten (10) calendar days of TAMU-CC's receipt of the request, the request will be deemed approved by TAMU-CC.

(B) General. Subject to TAMU-CC's approval rights in 10.2, Company may engage in promotional activities in order to establish and promote Company's sponsorship association with TAMU-CC, the Campus, the Athletic Teams and the Marks. These promotional activities may include, for example, offaing commemorative bottles or cans or souvenir cups with Marks, for sale at retail outlets on or off-Campus.

(C) Activities with Customers. These promotional activities may be conducted jointly with Company's customers, who may be identified in or on advertising, promotional and packaging materials with their respective trademarks, logos, and branded products, as well as generally identified as participants in the promotion, so long as Company's trademarks are included and the customer is not depicted as a sponsor of TAMU-CC.

5.2 Consumer Surveys. With TAMU-CC's prior approval as to location and time, Company may - at Company's expense - conduct on-Campus consumer surveys relating to Beverages and advertising. TAMU-CC will not unreasonably withhold its consent.

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6. BEVERAGE PRICING

6.1 Prices to TAMU-CC for Vending and other Retail. See Exhibit B-1 for Vending and B-2 for other Retail.

6.2 Prices to Concessionaire. After expiration of Agreement Year One, Company may adjust the concessionaire prices if:

(A) Company has experienced substantial, unforeseen increases in the cost of a major component of the Company's beverages (e.g., ingredients, packaging); and lor

Company has given TAMU-CC a minimum of thirty (30) calendar day's written notice, and has demonstrated to TAMU-CC's satisfaction that the new, adjusted price is competitive with the prices Company is charging other similar situated Company's customers at the time. Due to increased costs of raw materials, aluminum, sugar and the cost to do business, company will notify TAMU-CC of all price increases within (30) calendar day's.

6.3 Pricing Limitation to Concessionaire

(A) Company will negotiate prices for beverages with concessionaire at the same or lower price than the concessionaire pays for product f?om other sources. If the company cannot provide the product for the same price, the concessionaire will have the right to purchase beverages f?om any source provided they are approved beverages. Cups and lids may be purchased from the company but are not required under this agreement.

7. EQUIPMENT

7.1 Company will loan, at no cost, the Beverage dispensing equipment, including without limitation, vending machines, that is determined by Company to be reasonably necessary to dispense Beverages on Campus ("Equipment"). TAMU-CC will be responsible for the cost of all necessary electricity, plumbing and related construction costs.

Company agrees to purchase and install card readers on the Beverage vending machines placed on the Campus for use of TAMU-CC's "SandDollat" cardholder program. In Agreement Year One, Company agrees that no less than 25% of the Beverage vending machines placed on the Campus will be equipped with card readers. In Agreement Year Two, no less thank 60% of the Beverage vending machines placed on the Campus will be equipped with card readers. In Agreement Year Three,

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no less than 75% of the Beverage vending machines placed on the Campus will be equipped with card readers. TAMU-CC will be responsible for the purchase, installation, maintenance and service of any software, technology and peripherals necessary for the debit card readers.

7.2 TAMU-CC's Equipment Obligations. With respect to the equipment described in this section, TAMU-CC will:

(A)Upon the Company's request, execute UCC financing statements or other documents evidencing proper ownership of the equipment;

(B) refiain fiom encumbering the equipment or permit any attachment to it, unless authorized to do so by Company.

7.3 Sewice. Company will provide TAMU-CC with fiee mechanical service for the Equipment. Upon notification, Company will repair the equipment within forty-eight (48) hours. If equipment cannot be repaired, the Company will replace the equipment within fourteen (14) days of determining malfunction. Such mechanical service will be available seven (7) days per week, twenty-four (24) hours per day. Company will be responsible for selecting Beverages for vending, stocking its vending machines, collecting proceeds fiom vending sales and paying commissions. Company will be responsible each month for reimbursing TAMU-CC for malfunctioning equipment to compensate TAMU-CC for amounts paid to customers. Company will keep its vending machines neat, sanitary and in good working order, and will clear the immediate areas of vending related debris whenever onsite to stock or repair the machines. Repairs will be made during Company's normal business hours. TAMU-CC will provide Company authorization as required to permit Company's vehicles to operate and park on Campus, at no additional charge. Company's vehicles will comply with safety and parking regulations while on Campus.

7.4 Limitation. The Company will use good faith efforts to maintain all equipment on campus with stock of beverages. Upon six (6) months execution of the agreement, the company will provide TAMU-CC with a stocking schedule, which illustrates the approximate lapse of time between stocking of each COKE serviced vending machine on Campus. The Company agrees to modify the stocking schedule to fulfill increased demand and to prevent "product sold out". Additionally, if TAMU-CC ascertains that certain machinesllocations show a pattern of repeatedly being sold out, TAMU-CC will notify the company to increase the stocking of such machinesllocations, andlor to increase the number of vending machines on Campus.


8. FEES AND OTHER PAYMENTS

8.1 Annual Fees. In exchange for the rights granted under this Agreement, Company agrees to pay TAMU-CC and aggregate of Two Hundred Thousand Dollars ($200,000) for the entire Term (the "Annual Fees"). The Annual Fees will pay in five (5) equal annual installment amounts of Forty Thousand Dollars ($40,000) each. The first installment of Annual Fees will be paid within thirty (30) days of the date that this Agreement is fully executed. TAMU-CC will allow Company to make two (2) initial installments in year one. The first installment of $10,000 is to be paid within thirty (30) days of the execution of this contract. The second installment of $30,000 is to be paid within sixty (60) days. The installment payments for Agreement Years Two through Five will be paid on or before September 30 of each of the Agreements Years Two through Five. TAMU-CC will provide and invoice to Company at least thirty (30) days prior to the due date for payments for Agreement Years Two through Five.

8.2 Product Donations. Company agrees to provide TAMU-CC with complimentary Products of Company's choosing, with an approximate aggregate price in Exhibit B (2), value of Ten Thousand Dollars ($10,000) over the Term of the Agreement (the "Product Donation',). Such Product Donations will be delivered to either to the Campus on an alternative site designated by TAMU-CC, also delivered by dates determined by TAMU-CC and agreed to by Company.

8.3 Commissions. For the right to place and maintain Beverage vending machines on the Campus, TAMU-CC shall earn commissions on full- service vending sales as follows. No Commissions shall be payable on any sales from vending machines on the Campus, which are not owned, stocked or serviced exclusively by Company

(A) TAMU-CC shall earn commissions for Beverages sold through Company's full-service vending machines on Campus based upon the rates and initial vend prices listed in Exhibit B (the "Actual Commissions").

(B) Company will pay TAMU-C incentive commissions for each standard physical case of Products sold through Company's full- service Beverage vending machines on the Campus in excess of the Minimum Volume (as defined hereinafter) during each Agreement Year (the "Incentive Commissions"). If TAMU-C's full-service Beverage vending sales exceed the Minimum Volume during any Agreement Year, Company shall pay to TAMU-CC the Incentive Commissions as set forth in Exhibit C for each standard physical case


exceeding the Minimum Volume. "Minimum Volume" shall mean the sales volumes of standard physical cases (24 units) of Products sold through Company's full service Beverage vending machines on Campus during and Agreement Year, as indicated in Exhibit C.

(C) Company will supply to TAMU-CC every month of this Agreement, as well as annually, a report for each vending machine serviced by Company. The report must specify the number of vends by product for the month. The total amount collected by product for that month and the total commission by product for that month.

8.4 Exclusive Consideration. TAMU-CC agrees that the payments and other consideration described in paragraphs 8.1 through 8.3 and the commissions earned as described in Exhibit B are the sole consideration due for the rights granted to Company under this Agreement, and no other fees or other consideration will be charged.

8.5 Company shall maintain complete and accurate records of all operations under this Agreement in accordance with accepted industry standards and shall keep such records for a period of not less than five (5) years after the termination of this Agreement. TAMU-CC reserves the right to conduct reasonable audits of operations relating to this Agreement at Company's place of business with prior written notice during regular business hours. Additionally, once per Agreement Year, the Office of the State Auditor of Texas will have the right to audit the Company's accounting records for the vends on Campus.

8.6 Scholarship. If the annual vending sales for Agreement Year One exceed the volume specified in the 30% commission structure detailed in Exhibit C, Company will provide TAMU-CC with Two-Thousand and no11 00ths Dollars ($2,000) to establish a student scholarship h d .

9. PERMITTED EXCEPTIONS

9.1 TAMU-CC shall have the right to make Competitive Products available to TAMU-CC owned retail outlets on the Campus. This provision shall not be read to allow advertising and promotional rights for such Competitive Products, except that trademarks for such Competitive Products may be displayed on menu boards and/or dispensing equipment.

9.2 TAMU-CC shall have the right to utilize unbranded, generic cups in dining facilities on the Campus, at the dining facility manager's discretion for dispensing Products.


10. COOPERATION AND APPROVALS

10.1 General Cooperation. TAMU-CC will cooperate with Company's activities - on and off-Campus - designed to promote Company's sponsorship association with TAMU-CC, the Campus, the Teams and the Marks.

10.2 University Approval Rights.

(A) Promotions. TAMU-CC has the right to approve in advance the Following:

(1) the concept for any promotional activity with respect to TAMU-CC; and

(2) any materials that display any Marks. But Company has the right to use the Designations "sponsor of' or the "official" or "exclusive" Beverage of TAMU-CC, the Campus andlor the Teams without TAMU-CC's prior approval.

(3) Company will not use the TAMU-CC Mark, or allow a third party to use the Mark, unless TAMU-CC has approved the design and use. Company will submit its design request to TAMU-CC. TAMU-CC will respond to Company's request for approval within thirty (30) calendar days after receiving the request. If TAMU-CC does not respond within such thirty (30) calendar days, approval will be deemed to have occurred. If TAMU-CC does not approve Company's request for approval, TAMU-CC will specify the rationale for the non-approval; which may include (but are not limited to):

Mark is incorrect rendered in a technical sense (e.g., wrong color); In TAMU-CC's sole opinion, use of the Mark as requested by Company would reflect negatively on TAMU-CC; andor Company's requested use of the Mark exceeds the boundaries of the royalty-free license granted in this Agreement.

TAMU-CC agrees that it is unreasonable to withhold approval of a submission that includes one of Company's customers or its Marks, solely because that customer is not also a sponsor or TAMU-CC or because that customer operates in a trade channel where TAMU-CC already has an exclusive sponsor.


11. EXCLUSIVE ASSOCIATION; NO COMPETITIVE BEVERAGES

Each of the rights and licenses granted to Company under this Agreement is exclusive with respect to Beverages subject to the Permitted Exceptions set forth in Section 9. To protect this exclusivity, TAMU-CC makes the covenants listed below. These covenants are essential protecting the Company's exclusive association with TAMU-CC, the Campus, the Teams and the Marks. TAMU-CC understands that it is required to take certain actions - and refiain from certain actions - to comply with these covenants.

11.1 No Competitive Products on Campus. Subject to the Permitted Exceptions set forth in Section 9. TAMU-CC must ensure that no Competitive Products are sold, dispense, served, or sampled anywhere on Campus. But this provision does not apply to Competitive Products purchased off-Campus by students, faculty or their guests for personal consumption and not for distribution on Campus.

11.2 No Competing Trademark Visibility. TAMU-CC must not grant any form of trademark visibility or promotional or advertising rights to Competitive Products. TAMU-CC must ensure that there is no association or appearance of an association between TAMU-CC, the Campus, the Teams or the Marks and Competitive Products.

11.3 No Promotion or Advertising of Competitive Products. TAMU- CC must ensure that no permanent or temporary advertising, signage, or trademark visibility for Competitive Products is displayed on Campus.

11.4 No Competitive Use of TAMU-CC Marks. TAMU-CC must not grant any advertising or promotional rights - including use of the Marks - to third parties (such as broadcasters) in a way that permits those third parties to use those rights in association with Competitive Products.

11.5 No Third-Party Beverage Promotions. TAMU-CC must not grant any third party the right to conduct promotions involving Beverages or Beverage containers, including promotions that relate primarily to non- Beverage items but involve a Beverage-on a branded or unbranded basis-as a purchase requirement or promotional fulfillment. This provision applies even if the promotion involves a Beverage, unless Company participates in the promotion.

11.6 Steps to Stop Ambush Marketing. If any third party tries without Company's consent to associate Competitive Products with TAMU-CC, the Campus, the Teams, or the Marks-or tries to suggest, by implication or otherwise, that Competitive Products are so associated-TAMU-CC will take reasonable steps to stop this "ambush marketing" and protect


Company's exclusive association. These steps may include the following, as circumstances warrant:

(A) complaining in writing to the violating party and to local media outlets; Any party learning of ambush marketing will promptly notify the other party of this activity.

12. REPRESENTATION AND COVENANTS

12.1 By TAMU-CC. TAMU-CC represents and covenants to Company the following:

(A) Authority. It has full power &d authority to enter into this Agreement and to grant Company the rights described in it.

) Binding Obligation. It has obtained all necessary approvals for its execution, delivery, and performance of this Agreement. It has duly executed and delivered this Agreement, which is now its binding and legal obligation.

(C) Right to License Marks. It has the exclusive right to license the Marks to Company.

@) Non-Profit Status. It is a non-profit institution self-operating a food and beverage service on Campus. All Beverages purchased hereunder are solely for TAMU-CC's use and will not be resold or otherwise made available to any third party who sells or distributes Beverages. TAMU-CC will provide Company with prompt written notice of any third party retained by it to manage or operate a beverage service on Campus.

(E) No Conflicting Agreements. (1) It has not entered into - and during this Agreement's

Term will not enter into -either of the following:

(a) any agreement that would prevent it kom complying with this Agreement; or

(b) any agreement granting rights that are in conflict with the rights granted to Company under this Agreement.

(2) It will require third parties (possible examples include concessionaires, third party food-service operators, vending companies, licensing agents and broadcasters) to comply with the relevant provisions of the Agreement.

12.2 By Company. Company represents and covenants to TAMU-CC the following:


(A) Authority. It has the full power and authority to enter into this Agreement.

(B) Binding Obligation. It has obtained all necessary approvals for its execution, delivery, and performance of this Agreement, this is now its binding legal obligation.

(C) No Conflicting Agreements. It has not entered i n t e a n d during this Agreement's Term will not enter into - any other agreement that would prevent it fiom complying with this Agreement.

13. REMEDIES AND TERMINATION

13.1 Term. This agreement takes effect on February 16,2005, and expires on February 15,2010. Not to exceed five (5) years.

13.2 Default by Company. If Company fails or refuses to tender to TAMU-CC any consideration, commission or fee required under this Agreement, or fails or refuses to comply with the terms of this Agreement, Agency will be in default of this Agreement.

13.3 Default by TAMU-CC. If TAMU-CC fails or refuses to fulfill any of its duties under this Agreement, or fails or refuses to comply with the terms of this Agreement, TAMU-CC will be in default of this Agreement.

13.4 TAMU-CC Termination Rights. In addition to other legal and equitable remedies, TAMU-CC may terminate this Agreement if any of the following events occur:

13.5 If Company Doesn't Pay. TAMU-CC may terminate if Company fails to make any payment to TAMU-CC under this Agreement and this default continues for forty-five (45) days after Company receives written notice of the default. But TAMU-CC may not terminate if the payment failure is due to TAMU-CC's failure to perform, any loss of Company's rights or a bona fide dispute between the parties.

(A) If Company Breaches. TAMU-CC may terminate if Company breaches any other material term of this Agreement and Company fails to cure the breach within forty-five (45) days of receiving written notice of the breach.

Company's failure to provide and maintain service as described under Section 7.3 of this Agreement shall be a material breach of this Agreement and TAMU-CC may terminate this Agreement if such breach is not corrected by Company within fifteen (15) days of Company's receipt of written notice of breach.


(B) If Company Becomes Insolvent or Bankrupt. TAMU-CC may terminate on forty-five (45) days written notice if Company does any of the following:

(1) becomes unable to pay its liabilities when due; (2) makes an assignment for the benefit of creditors; (3) files a voluntary petition in bankruptcy or is adjudicated

bankrupt or insolvent; (4) has a receiver appointed for any portion of its business or

property; or (5) has a trustee in bankruptcy or trustee in insolvency

appointed for it under federal or state law.

13.6 Company's Termination Rights. In addition to other legal and Equitable remedies, Company may terminate this Agreement if any of the following events occur:

(A) If TAMU-CC Breaches. Company may terminate if TAMU- CC breaches any material term or condition of this Agreement and fails to cure the breach within forty-five (45) days of receiving written notice of the breach.

(B) If TAMU-CC Loses Authority. Company may terminate if TAMU-CC's authority to convey any of the rights in this Agreement expires or is revoked, in whole or in part.

(C) If Campus Closes. Company may terminate if a portion of the Campus is closed other than in connection with regularly scheduled breaks, and for any reason, even if beyond the reasonable control of TAMU-CC - for a period of more than one hundred-twenty (120) consecutive days, and during that period, sales of Company Beverages on Campus decrease by more than ten percent (lo%), as compared to sales during the same period occurring twelve (12) months earlier.

0) If TAMU-CC Becomes Insolvent or Bankrupt. Company may terminate on forty-five (45) days written notice if TAMU-CC does any of the following:

(1) becomes unable to pay its liabilities when due;

(2) makes an assignment for the benefit of creditors;

(3) files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent;

(4) has a receiver appointed for any portion of its business or property; or


(5) has a trustee in bankruptcy or trustee in insolvency appointed for it under federal or state law.

(E) Written Notice Required. Company must give forty-five (45) days written notice to TAMU-CC when exercising its termination rights under 13.2 (B) & (C).

13.7 Repayment of Sponsorship Fees.

Prorated Refund. If this Agreement is terminated for any reason other than Company's breach, TAMU-CC will refund to Company any Sponsorship Fees paid and allocable to any period after the date of termination, or, if beginning earlier, after the date of any breach hereunder by TAMU-CC. TAMU-CC will not refund any products provided during the contract prior to termination.

13.8 Company's Additional Remedies. In addition to Company's other available remedies, Company may seek a reduction of the Sponsorship Fees - as described in Section 13.5, if:

(A) If Campus Closes. A portion of the Campus is closed- other than in connection with regularly scheduled breaks, and for any reason, even if beyond the reasonable control of TAMU-CC-for a period of more than ninety (90) consecutive days, and during that period, sales of Company Beverages on Campus decrease by more than ten percent (lo%), as compared to sales during the same period occurring twelve (1 2) months.

(B) If Rights are Limited. Any of Company's rights is limited, such as by the breach of Company's exclusivity or by ambush marketing (see Section 1 1)

13.9 Fee Reduction. If the circumstances described in Section 13.4 occur, then TAMU-CC and Company will negotiate in good faith for an appropriate reduction of the remaining Sponsorship Fees payable under this Agreement (and TAMU-CC will pay Company a r e h d of any prepaid amounts in excess of the reduced Sponsorship Fees). This reduction must fairly reflect the decrease in the value of Company's rights. If TAMU-CC and Company has not agreed on the amount of this reduction within thirty (30) days of notice by Company, then Company may immediately terminate the Agreement on written notice to TAMU-CC.


14. CONFIDENTIALITY Except as required by applicable law, during the Term, TAMU-CC and its agents, employees and representatives shall not disclose to any unrelated third party the financial terms of this Agreement, including pricing and marketing programs or documents copied pursuant to audit rights of TAMU- CC under this Agreement, and (b) Company and its agents, employees and representatives shall not disclose to any unrelated third party any information maintained as confidential by TAMU-CC. Each party shall provide the other with prompt written notice of any disclosure of the above described confidential information that appears to be required by law, so that such party may assert any exemptions fiom, or defenses to, such disclosures that may be available.

15. INSURANCE. Each party will maintain sufficient insurance to Adequately protect the other party's respective interests and in accordance with good business practices customary in its business. Upon request, each party will provide proof of the required insurance.

The Texas A&M University System is self-insured for Workers' Compensation Insurance provided by Chapter 502 of the Texas Labor Code. Benefits are provided in accordance with the provisions of that law.

The Texas A&M University System is insured under an automobile liability policy with a bodily injury limit of $250,000 for each person, $500,000 for each accident and property damage limit of $100,000 each accident for all owned vehicles.

The liability of the Texas A&M University System for personal injury and property damage is controlled by the Texas Tort Claims Act, V.T.C.A. Civil Practice and Remedies Code, Chapter 101, Section 10 1.20 1. The limits of liability are $250,000 for each person, $500,000 for each single occurrence for bodily injury or death and $100,000 for each single occurrence for injury to or destruction of property. Following this limited exposure, the System as a state agency, is protected by the doctrine of sovereign immunity, and as such, is self insured up to the aforementioned limits.

16. DISPUTE RESOLUTION

"The dispute resolution process provided for in Chapter 2260 of the Government Code shall be used, as further described herein, by Texas A&M University-Corpus Christi and to attempt to resolve any claim for breach of contract made by the contractor:

A claim for breach of this contract that the parties cannot resolve in the ordinary course of business shall be submitted to the negotiation process provided in Chapter


2260, subchapter By of the Government Code. To initiate the process, the contractor shall submit written notice, as required by subchapter By to the Director of Purchasing. Said notice shall specifically state that the provisions of Chapter 2260, subchapter B, are being invoked. A copy of the notice shall also be given to all other representatives of Texas A&M University-Corpus Christi and the contractor otherwise entitled to notice under the parties' contract. Compliance by the contractor with subchapter B is a condition precedent to the filing of a contested case proceeding under Chapter 2260, subchapter C, of the Government Code.

The contested case process provided in Chapter 2260, subchapter C, of the Government Code is the contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by Texas A&M University- Corpus Christi if the parties are unable to resolve their disputes under subparagraph (A) of this paragraph.

Compliance with the contested case process provided in subchapter C is a condition precedent to seeking consent to sue from the Legislature under Chapter 107 of the Civil Practices and Remedies Code. Neither the execution of this contract by Texas A&M University-Corpus Christi nor any other conduct of any representative of Texas A&M University-Corpus Christi relating to the contract shall be considered a waiver of sovereign immunity to suit.

The submission, processing and resolution of the contractor's claim is governed by the published rules adopted, by the Attorney General pursuant to Chapter 2260, as currently effective, hereafter enacted or subsequently amended.

Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by the contractor, in whole or in part.

The designated individual responsible on behalf of Texas A&M University-Corpus Christi for examining any claim or counterclaim and conducting any negotiations related thereto as required under $2260.052 of H.B. of the 76th Texas Legislature shall be Judy Harral, Director of Purchasing.


17. MISCELLANEOUS PROVISIONS

17.1 Entire Agreement, This Agreement and its Exhibits contain all the terms and conditions agreed on by the parties with respect to this Agreement's subject matter. This Agreement does not invalidate or amend any other agreement between TAMU-CC and Company with respect to other subject matter.

17.2 Modification. This Agreement can be modified or changed only by a written instrument and signed by both parties.

17.3 Retained Rights. This Agreement does not give any party any interest in or the right to use the trademarks of another party except as specifically authorized in this Agreement. Even if use of a party's trademarks is specifically authorized, the trademarks remain solely that party's property, and no joint ownership can arise because of the other party's use under this Agreement. This Agreement does not make any party the agent of another party, nor does it create any partnership of joint venture between TAMU-CC and the Company.

17.4 Release, Discharge, or Waiver. A party's release, discharge, or waiver of any of this Agreement's terms or conditions is effective only if in writing and signed by that party. A party's specific waiver does not constitute a waiver by that party of any earlier, concurrent or later breach or default. No waiver occurs if a party either fails to insist on strict performance of this Agreement's terms or pays or accepts money under this Agreement with knowledge of a breach.

17.5 Severability. If any portion of this Agreement is severed-that is, held indefinite, invalid, or otherwise unenforceable - the rest of this Agreement continues in full force. But if the severance of a provision affects a party's rights, the severance does not deprive that party of its available remedies, including the right to terminate this Agreement.

17.6 Assignment,

1 By TAMU-CC. Because this Agreement is for rights unique to TAMU-CC, TAMU-CC may not assign any of TAMU-CC's rights or obligations without Company's prior written consent. None of TAMU-CC's rights or obligations may be assigned by operation of law without Company's prior written consent. Any assignment that violates the terms of this provision is void.

(B) By Company. Company may assign all or part of its rights and obligations under this Agreement.

Final 2/ 1 6/2005 TAMU-CC/Coke Contract

17.7 Notice. Any notice or other communication under this Agreement must be in writing and must be sent by registered mail or by an overnight courier service that provides a confirming receipt. A copy of the notice must be sent by Fax when the notice is sent by mail or courier. Notice is considered duly given when it is received by the other party through the mail or delivered by courier. Unless otherwise designated by the parties, notice must be sent to the following addresses:

(A) Notice to Company. Coca-cola Bottling Company of the Southwest 5126 Greenwood Drive Corpus Christi, Texas 78417 Attention: Division Vice President and General Manager Fax: (361) 693-4315

With a copy to: Coca-Cola Enterprises, Inc. 2500 Windy Ridge Parkway Atlanta, Ga. 30339 Attention: General Counsel Fax: (770) 989-3619

(B) Notice to TAMU-CC. Texas A&M University-Corpus Christi 6300 Ocean Drive - Unit 5731 Corpus Christi, Texas 78412-5731 Attention: Director of Purchasing Fax: (361) 825-2772

With a copy to: The Texas A&M University -Corpus Christi 6300 Ocean Drive Corpus Christi, Texas 78412 Attention: Director of University Sewices Fax: (361) 825-5925

17.8 Counterparts. This Agreement may be executed in two or more counterparts.

17.9 Headings. All heading are for reference purposes only and must not Affect the interpretation of this Agreement. All references to "days" in this Agreement mean calendar days, unless working days are expressly stated. All references to "including" mean "including without limitation."

17.10 Exhibits. Exhibits A through C are hlly incorporated into this Agreement.


17.1 1 Governing Law. This Agreement is executed and construed under the Laws of the State of Texas. It is agreed that in the execution of this Agreement, no party waives any right, privilege, responsibility, immunity or defense that would otherwise be available to it. Venue in any action brought hereunder shall be in Nueces County, Texas.

EXECUTED in duplicate originals this 16th day of February, 2005 by TAMU-CC through its duly appointed officer.

"TAMU-CC" TEXAS A&M UNIVERSITY-CQRPUS CHRISTI

BY: *fie Jud H a

h e b t o r o&chasing and HUB Program

R M M E N D APPROVAL: n

Mrectoi of University Services

"COMPANY" COCA-COLA ENTERPRISES SOUTHWEST TEXAS DIVISION

By: -

Date: 2- 18-d

Final 21 1 612005 TAMU-CClCoke Contract

EXHIBIT A

APPROVED CUP GRAPHIC


EXHIBIT B (1) VENDING COMMISSIONS

PRODUCT COMMISSION RATE INITIAL VEND PRICES

12 oz. cans carbonates 28% $0.65

12 oz. bottles Dasani

20 oz. bottles Dasani

20 oz. bottles carbonated 28% $1.00

20 oz. bottles Minute Maid Fruit Punch 28%

20 oz. bottles Minute Maid Lemonade 28%

20 oz. bottles Minute Maid Refreshments 28% $1.00

20 oz. bottles POWERade 28%

15.2 oz bottles Minute Maid 28%

15.2 bottles Nestea 28% $1.00

Commissions will be based on cash collected (less taxes and government mandated deposits andor handling fees, if any) fiom full service Beverage vending sales on the Campus.

Commissions will be paid on a monthly basis, in arrears.


EXHIBIT B (2) FIRST YEAR PRICING - OTHER RETAILS

Product (Full Service Cases Sold)

1202 cans Carbonated

1202 bottles Dasani water

2002 bottles Carbonated

2002 boffles Dasani water

2002 bottles PowerAde

2002 boffles Minute Maid Refresh

4501111 Minute Maid Juices

Price - $7.10

$12.00

$17.00

$15.00

$18.50

$17.50

$16.50

Units - 24

24

24

24

24

24

24

Aramark Pricing reflects Coca-Cola North America National pricing

Final 2/16/2005 TAMU-CC/Coke Contract

EXHIBIT C

INCENTIVE COMMISSIONS

School Year Commission rates paid to TAMU-CC for annual sales Volumes of standard physical cases sold through Full Service cases

2004-2005 42,923 cases >13,534 cases >14,285 cases






YOUR COMPLETE BEVERAGE SUPPLlER

El Mercado -

CARBONATED BEVERAGES

1 -1 0 cases $1 3.00

11-19cases $11.50 20+ cases $7.10 11?oz Cans I I Classic Coke Vanilla Coke Diet Vanilla Coke CF Classic Coke*

Diet Coke Diet Coke w l Lemon Diet Coke w l Lime CF Diet Coke* Sprite*

Diet Sprite* Dr.Pepper Cherry Coke Diet Cherry Coke Nestea Cool Barq's Root Beer Diet Bargs Root Beer* Tab F resca* Diet Dr. Pepper Fanta Orange* Fanta Strawberry* Fanta Grape* Schweppes Ginger Ale* Red Flash* MM Lemonade* MM Lemonade Light* Vanilla Cherry Dr. Pepper Dt VanlCherry Dr. Pepper

1802 Glass I I Classic Coke n

- - - - - - ....\. , ,,,..-...,.r-. - .>.," .v,,<.., -. ...., . -- .,,* + ..,:. >.,. .,..*,:: . ? ~ Q ~ , @ ~ + p , ~ ~ s ~ ~ @ . j c &-;: <::;;:.:.:'.:-':, .: '.;,;.3 .%*,;;?$:>* <*., ;v>zh*&M% c?%> %-*4; : ..,. >,*.><+."b~. .7 .:-.<A$ ::x I Classic Coke Coke C2 Diet Coke Diet Coke w l Lime

Diet Coke With Lemon CF Diet Coke* Vanilla Coke Diet Vanilla Coke Sprite* Sprite Remix* Diet Sprite* Dr.Pepper Cherry Coke Diet Cherry Coke Barq's Root Beer MM Lemonade* MM Lemonade Light* Fanta Orange* Fanta Strawberry* Fanta Grape* Red Flash* Nestea Cool Vanilla /Cherry Dr. Pepper Diet VanlCherry Dr. Pepper

Youth Market Manager 361 -6934274 Off ice

11 Liter Plastic I I - Classic Coke Sprite* Diet Coke Dr.Pepper Schweppes Diet Tonic* Schweppes Club Soda* Schweppes Tonic* Nestea Cool

Classic Coke Diet Coke Sprite Dr.Pepper Fanta Orange* Fanta Grape* Fanta Strawberry* Schweppes Ginger Ale*

Classic Coke Diet coke Sprite Dr. Pepper

1602 can

Must meet minimum delivery requirements

COOLER REPAIR (800) 647-2653 SALES DEPARTMENT (800) 647-2653 OPERATOR (361) 6934200

indicates Caffeine Free

SEE NONCARBONATED BEVERAGES ON FOLLOWING PAGE

NON-CARBONATED BEVERAGES

$1 2.00 7 -

MINUTE MAID 12 oz Plastic I I Apple Juice* Orange Juice*

)MINUTE MAID 16 or Plastic I I Apple Juice loo%*

Orange Juice loo%* Pink Grapefruit*

- -

~POWERADE 12 or plastic I I Lemon Lime* Fruit Punch* Mountain Blast*

Lemon Lime" Fruit Punch* Mountain Blast*

- -

1 ' : ' : 8 3 f ;IS,=;, P , i @ ~ ' i l q @ q $ ~ l ~ ~ s q * ~ < ~ y f .@.. . p ~ ~ ~ s ~ ~ L ~ ; ~ ~ ~ ~ ! 2 k ; : $ ? x + ~ : > x ~ i s ~ & ~ " ~ ~ ~ 2 1 I Grape*

2002. $1 5.00 Orange Tropical* 1 Liter $14.50 Mixed Berry*

Fruit Medley*

Berry Kiwi* Tropical citrus* Raspberry Lemonade*

Lemonade* Lemonade Light*

I* Indicates Caffeine Free

Documents

Coke Contract. Texas A&M Corpus Christi CocaColaAgreemt 0821