ASU - Adidas Agreement Effective July 1 2015

LICENSE I SPONSORSHIP AGREEMENT
This License I Sponsorship Agreement ("Agreement"), effective as of July 1,

2015 (the "Effective Date"), is hereby entered into between adidas America, Inc.
("adidas"), an Oregon corporation with its principal place of business at 5055 N. Greeley
Avenue, Portland, Oregon 97217, and The Arizona Board of Regents, a body corporate,
for and on behalf of Arizona State University ("University") and its Department of Sun
Devil Athletics ("SDA").
WHEREAS, SDA operates the University's intercollegiate athletics program

involving men's and women's sports.
WHEREAS, adidas wishes to supply adidas Products to SDA's Athletic

Programs; to acquire the designation for certain adidas Products as the official athletic
products of SDA's Athletic Programs in the designated categories; to secure the
commitment of SDA to use, and require SDA Staff to use, adidas Products; and to
secure the sponsorship recognition rights and acknowledgement of adidas Products by
SDA.
WHEREAS, University wishes to grant such designations and rights, authorize

such services, and accept such benefits and thereby further University's educational
mission by improving opportunities for student-athletes by freeing resources which
might otherwise be used for purchase of apparel, footwear and other athletics products.
NOW, THEREFORE, in consideration of the premises and representations made

herein, the parties agree as follows:
1. Definitions.
The terms below are defined as follows :
A. "adidas" means adidas, its Affiliates (defined below), and any successor
company.
B. "adidas Products" means all Products in connection with which, or upon

which , the adidas Trademarks (defined below) appear.
C. "adidas Trademarks" means any name, logo, symbol, trademark or

service mark, or brand licensed, owned or controlled (at any time) by adidas, including
but not limited to the adidas name, Trefoil, 3-Stripes mark, Sport Heritage logo, Sport
Performance logo, and Sport Style Logo.
D. "Affiliate" means any corporation, partnership, company or any other entity

which controls, is controlled by, or is under common control with adidas.
E. "Authentic Competition Apparel" means all on-field, on-court, sideline,

courtside, competition or practice apparel that is worn or used by SDA Staff, Coaches or
Teams (and any replica(s) thereof), including but not limited to uniforms, courtside
1 -- LICENSE/SPONSORSHIP AGREEMENT
jackets and sweaters, game-day warm-ups, basketball shooting shirts, football player
capes, headwear (including wool and fitted caps}, windsuits, rainsuits, and sideline or
courtside pants, shorts or shirts.
F. "Coach(es)" means the individual(s) employed by SDA during the Contract

Term to act as head coach or assistant coach of each SDA Athletic Program (defined
herein).
G. "Coach Likeness" means the name, nickname, initials, autographs, voice,

facsimile signature, photograph, likeness, character, image or facsimile image, video
and film portrayals of Coach, and other similar means of publicity which are considered
standard in the sports marketing industry.
H. "Competitor" means each of the following: Nike, Hurley, Columbia,

Converse, Under Armour, Russell, Puma, Reebok, and New Balance, and any
affiliate(s) or subsidiary(ies) of any of them, for so long as such entity, affiliate, or
subsidiary manufactures, markets, licenses, produces and/or distributes products or
services within the same or similar product categories as any Products. The parties
may add or remove entities from this list of Competitors from time to time by mutual
written agreement.
I. "Conference" means the intercollegiate athletic conference(s) of which

SDA or any SDA Athletic Program is a member.
J. "Contract Territorv" means the entire world. adidas acknowledges and

understands that the University Marks are registered only in the United States and, as a
result, SDA cannot grant adidas exclusive rights with respect to such University Marks
throughout the entire world.
K. "Contract Year" means any twelve-month period from July 1 to June 30

during the Contract Term.
L. "Licensed Products" means all adidas Products that bear the University
Marks.
M. "NCAA" means the National Collegiate Athletic Association.
N. "Net Sales" shall mean the total of "Net Sales Own Retail and Online" plus
"Net Sales Wholesale". "Net Sales Own Retail and Online" shall mean 50% of the gross
revenues received from all sales of Licensed Products by any adidas Group company
directly to consumers which are sold via adidas Group own retail operated stores
(whether physical store or online via web shop) and reduced only by excise or indirect
taxes (e.g. VAT and turnover taxes) and returns as credited to consumers. "Net Sales
Wholesale" shall mean the gross revenues from all sales of Licensed Products as
invoiced by any adidas Group company and received from third party wholesale
customers, excluding: (1) Net Sales Own Retail and Online; and (2) any business-to-
business sales made to University, SDA or any of their affiliates, and reduced only by
excise or indirect taxes (e.g. VAT and turnover taxes}, returns as credited to third party
wholesale customers, usual cash, trade and sales discounts and allowances, insurance
cover and freight out if invoiced separately. The definition of Net Sales is no less
favorable to University than the definition used in any adidas Group transaction with any
other US university.
0. "Performance Apparel" means all apparel with unique fabrications (e.g.,

compression, tight or padded apparel) and/or fabrications (e.g., moisture wicking) that
assists the wearer during wear and/or use.
P. "Products" means all apparel, footwear and accessories of an athletic,

athleisure and casual nature, including but not limited to Authentic Competition Apparel,
Performance Apparel, all sports equipment adidas currently produces or licenses
including, but not limited to, protective eyewear, sunglasses, eyewear with performance
attributes, watches and inflatables/balls (e.g., footballs, basketballs, baseballs and
lacrosse balls), and, subject to subsection 6.H, all other sports equipment that adidas
does not currently produce or license but that may be added to its Product lines at any
time during the Contract Term ("Add itional Equipment").
Q. "SDA Athletic Program (s)" means and includes the following organized
intercollegiate men's and women's Teams and individual NCAA-sanctioned sports
operated by SDA and all other NCAA-sanctioned sports SDA may add.
Men's Sports Women's Sports
Baseball Basketball
Basketball Beach Volleyball
Cross Country Cross Country
Football Golf
Golf Gymnastics
Ice Hockey Lacrosse
Swimming & Diving Soccer
Tennis (to begin in 2018) Softball
Track & Field (Indoor & Outdoor) Swimming & Diving
Wrestling Tennis
Track & Field (Indoor & Outdoor)
Triathlon
Volleyball
Water Polo
R. "SDA Staff" means, collectively, all Coaches and strength coaches,

equipment managers, trainers, and individuals employed by SDA during the Contract
Term to provide services to the SDA Athletic Programs (defined herein).
S. "Spirit Squad" means the University spirit squad and the SDA athletic
bands.
T. "Sport Club" means a registered University student organization

recognized and sponsored by the University's department of Sun Devil Fitness as a Sun
Devil sport club. The University's current Sport Clubs, updated from time to time, are
listed at https://fitness.asu .edu/proqrams/sportclubs/currentclubs.
U. "Team" means (i) the group of student-athletes attending the University

during the Contract Term that comprise the roster of each SDA Athletic Program
(defined herein) and (ii) the members of the Spirit Squad.
V. "University License" means the limited and licensed right to use the names
"Arizona State University", "Arizona State Sun Devils" and the University Marks set
forth in Exhibit A within the Contract Territory in connection with the marketing,
advertising, or sale of adidas Products, subject to the express prior written approval of
University's Trademarks Licensing Office on a case-by-case basis and, as NCAA or
Arizona Board of Regents ("ABOR") rules may require, the President of the University
(the "President"), and subject to the limitations set forth in this Agreement. In addition,
adidas' use of University Marks will comply with University's requirements, including
using the® indication of a registered trademark where applicable.
W. "University Marks" means and includes those names, logos, trademarks,

and/or symbols owned by or proprietary to University and designated in Exhibit A
2. Term. This Agreement shall remain in full force and effect from July 1, 2015
until June 30, 2023 unless sooner terminated in accordance with the terms and
conditions of this Agreement (the "Contract Term"). This Agreement shall be interpreted
in its entirety and not as a series of one-year agreements.
3. Sponsorship Payments.
A. Subject to the provisions of subsection 3.B, 3.C and 6.C below and SDA's
fulfillment of its obligations hereunder, adidas shall pay to SDA annual Sponsorship
Payments in the amounts designated below. Each Contract Year's Sponsorship
Payment will be payable in equal semi-annual payments on August 1 and February 1 of
each Contract Year.
Contract Year Sponsorship Amount Sponsorship Payment
1- 2015/2016 $1,200,000 $1,200,000

2- 2016/2017 $1,200,000 $1,200,000
3- 2017/2018 $1,700,000 $4,700,000
4- 2018/2019 $1,700,000 $1,100,000
5- 2019/2020 $1,700,000 $1,100,000
6- 2020/2021 $1,700,000 $1,100,000
7- 202112022 $1,700,000 $1,100,000
8- 2022/2023 $1,700,000 $1,100,000
On August 15, 2017, adidas will pay SDA $3,000,000 (the "Advance") as an
advance Sponsorship Payment. As a result of this Advance, the Sponsorship Payment
payable to SDA in Contract Years 2017-18 through 2022-23 will be reduced by
$600,000 each Contract Year. Notwithstanding the foregoing, if this Agreement is
terminated, then University shall, within thirty (30) days of written notice from adidas,
pay to adidas any un-earned portion of the Advance based on the following calculation:
Three Million Dollars ($3,000,000) divided by two thousand one hundred ninety (2, 190)
and the quotient thereof shall be multiplied by the number of days during the third
through eighth Contract Years that were scheduled to occur after the effective date of
termination, but did not occur as a result of such termination. For example, if the
Agreement was terminated during the fourth Contract Year on July 15, 2018, then the
calculation would be Three Million Dollars ($3,000,000) divided by two thousand one
hundred ninety (2, 190), which equals One Thousand Three Hundred Sixty-Nine Dollars
and Eighty-Six Cents ($1,369.'86), and that amount would be multiplied by the one
thousand eight hundred ten (1,810) days remaining in the Contract Term, which would
equal a re-payment by SDA of Two Million Four Hundred Seventy Nine Thousand Four
Hundred Forty Six Dollars and Sixty Cents ($2,479,446.60).
B. If, for any reason, SDA is placed on probation by the NCAA resulting in
the prohibition of television appearances by SDA's Football or Men's Basketball Teams,
adidas shall have the right to reduce by up to one-half (1/2) the Sponsorship Payment
due hereunder based on the loss of exposure as a result of such prohibition. The
Sponsorship Payment will be reinstated at its full amount once any prohibition on
television appearances ceases. For the avoidance of doubt, SDA will not be entitled to
receive any portion of the Sponsorship Payment that was not paid to SDA during the
period of the prohibition on television appearances.
C. If, for any reason, SDA is no longer a member of a NCAA Division I FBS
Power Five conference or any successor conference, then adidas will have the right to
equitably reduce the Sponsorship Payments paid to SDA under this Agreement based
on the loss of exposure as a result of such loss of membership.
4. Incentive Payments and Activation Investments.
A. adidas will pay SDA those bonus amounts set forth on Exhibit B in any
Contract Year in which the Athletic Programs and/or Coaches achieve any of the listed
milestones during such Contract Year and, except as otherwise permitted herein,
exclusively wears and/or uses adidas Products during such achievement.
B. adidas shall make the following annual activation investments, either

directly to mutually agreed upon vendors on behalf of University and/or payments
directly to University via project invoicing, in the amount designated below. Such funds
will be used for mutually agreed upon purposes (e.g., facility investments, promotions,
etc.).
Contract Year Activation Investment
2015/2016 $600,000
2016/2017 $500,000
2017/2018 $1,200,000
2018/2019 $1,250,000
2019/2020 $1,350,000
2020/2021 $1,350,000
2021/2022 $1,375,000
2022/2023 $1,375,000
Any activation investments or activation funds paid by adidas to any third party on
behalf of University in a given Contract Year will relieve adidas of such corresponding
obligation to University under this Agreement for that Contract Year.
5. Product Support.
A. For each Contract Year, adidas agrees to supply University, at no cost, an

allotment of adidas Products in the amounts designated below, for use by (i) the SDA
Athletic Programs for Team allotments, SDA Staff/Coaches personal allotments, and for
the Spirit Squad all in SDA's sole discretion; and (ii) the University's Sport Clubs. The
dollar amount of adidas Products provided to University will be measured at adidas
standard wholesale prices. All adidas Products to be supplied by adidas under this
Agreement shall be shipped at no charge to University, and notwithstanding any
shipping terms to the contrary, adidas shall bear the risk of loss on all such adidas
Products.
Contract Year Product Allotment Sport Club Allotment
2015/2016 $2,150,000
2016/2017 $2,175,000
2017/2018 $2,425,000 $350,000
2018/2019 $2,450,000 $350,000
2019/2020 $2,475,000 $350,000
2020/2021 $2,475,000 $350,000
2021/2022 $2,575,000 $350,000
2022/2023 $2,575,000 $350,000
B. During each Contract Year, adidas agrees to supply certain mutually

agreed upon additional adidas Products (e.g., alternate uniforms) to specific Teams, at
no cost to University.
If during any Contract Year, University adds any SDA Athletic Program(s) to the list of
SDA Athletic Programs that exist as of the date this Agreement is executed, then adidas
agrees to supply an additional allotment of Seventy-Five Thousand Dollars ($75,000) of
adidas Products (measured at adidas standard wholesale prices) for each such
additional SDA Athletic Program(s) each Contract Year that such SDA Athletic
Program(s) exists.
C. University may, at its sole discretion, order and purchase from adidas (at
adidas' published wholesale price) additional quantities of adidas Products subject to
University procurement policies, if applicable. All adidas Products ordered by University
pursuant to this paragraph shall be shipped at no charge to University, and
notwithstanding any shipping terms to the contrary, adidas shall bear the risk of loss on
all such adidas Products.
D. University understands and agrees that it will not resell any adidas
Products supplied to University by adidas pursuant to this Section 5 (except for
reasonable quantities of game-worn or game-used Products or Authentic Competition
Apparel that University may auction or resell, whether such Products or Authentic
Competition Apparel are offered in whole or deconstructed and reconstituted as
memorabilia pieces).
E. adidas represents and warrants that all adidas Products supplied

hereunder for use by SDA Athletic Programs will comply with the provisions of NCAA
Bylaw 12.5.4 of the then current NCAA Manual and any subsequent versions regarding
manufacturer's logos and trademarks. Notwithstanding the foregoing, if any governing
body that has jurisdiction over SDA, including the NCAA or Conference, enacts,
replaces or amends any regulations, rules or restrictions applicable to manufacturer's
logos or trademarks (including but not limited to NCAA Bylaw 12.5.4) and adidas' logo
or trademark display rights are adversely diminished, restricted or limited by such
regulation, rule or restriction, then adidas will have the right to equitably reduce the
Sponsorship Payments paid to SDA under this Agreement based on the extent of such
diminishment, restriction or limitation, or terminate this Agreement as provided in
Section 12. ·
F. adidas represents and warrants that all adidas Products supplied

hereunder: (i) will be consistent with the quality of adidas Product that adidas currently
supplies to other premier university athletic programs; and (ii) will comply with all
applicable laws and safety standards, including all standards imposed by any industry-
recognized governing bodies.
G. adidas acknowledges and confirms a shared commitment with University

to improving the working conditions in the subcontracted factories engaged to make
Arizona State University licensed product sold at retail under license from University's
licensing agent. Accordingly, adidas represents and warrants that: (i) all adidas
Products bearing University Marks will be manufactured in accordance with the
Workplace Code of Conduct of the Fair Labor Association (the "FLA Code"), attached
hereto as Exhibit E; (ii) all adidas subcontracted factories used in connection with the
manufacture of such licensed product, as well as apparel bearing University Marks that
is supplied to University hereunder for the use of the Athletic Programs ("Special Make-
up Apparel"}, will be disclosed to University and subject to adidas internal, and
independent external, systematic monitoring in accordance with the workplace
standards and guidelines of the Fair Labor Association ("FLA"); (iii) adidas will address
non-compliance with, as applicable, the FLA Code or FLA standards in an effective and
timely manner; and (iv) adidas will furnish to University on an annual basis summary
reports with respect to the implementation and enforcement of the FLA Code, and the
monitoring of factories where University licensed product and/or Special Make-up
Apparel is manufactured. With respect to any workplace standards and guidelines,
whether made applicable to adidas (or its Affiliates) by University, University's licensing
agent(s}, or any other third party on behalf of University or such licensing agent(s},
adidas shall only be required to comply with the FLA Code.
6. Use of adidas Products.
A. During the Contract Term, SDA will make available to each Team the
adidas Products supplied by adidas, and will require that each Team wear and/or use
exclusively such adidas Products whenever participating in Team activities, including
practices, games, clinics, and other SDA functions for which SDA ordinarily and usually
supplies Products to the Teams. At all such functions, SDA will prohibit the Team
members from wearing athletics products manufactured by companies other than
adidas, or any such Products which have been altered to resemble adidas Products.
SDA acknowledges that SDA's obligation that each Team exclusively wear and/or use
adidas Products, as identified by adidas, will be a material term of this Agreement.
B. SDA acknowledges that "spatting," taping, or otherwise covering up any

portions of any adidas Trademark on athletic footwear supplied by adidas, which is not
approved by adidas under subsection 6.C. (collectively, "Spatting") is inconsistent with
the purpose and terms of this Agreement. SDA agrees that it will not permit such
Spatting unless it is medically necessary and adidas has been so advised.
C. adidas agrees to work with any Team member experiencing problems in

connection with the fit or performance of adidas shoes. If any Team member at any
time suffers any physical injury, pain, or discomfort attributed to the use of adidas shoes
due to a bona-fide medical condition as evidenced by a certification from SDA to adidas
which is serious enough to affect the athlete's performance, then SDA shall so advise
adidas and afford adidas the opportunity to remedy the problem. If adidas is unable to
provide such Team member with adidas shoes that can be worn reasonably
satisfactorily, then adidas will waive the exclusivity requirement of this Section 6 in such
specific case until adidas can remedy the problem, provided however, that such Team
member will completely cover all non-adidas logos, trademarks and brand indicia of any
non-adidas shoes while wearing such non-adidas shoes. adidas further acknowledges
that regardless of its efforts to provide Team members with suitable adidas shoes, it
may be medically necessary in certain circumstances for a player to "spat" or tape
his/her feet and/or ankles to allow such player to remain in competition, without
opportunity for prior notice to adidas (i.e., in-game injury). Such medically necessary
procedure, should it occur, will not constitute a breach of this Section 6. SDA agrees
that SDA and its Coaches will use its best efforts to eliminate the need for any
unauthorized Spatting in the event it occurs during the Contract Term. If in accordance
with the foregoing SDA is unable or unwilling to discontinue any pattern or practice of
unauthorized Spatting on the part of SDA's Football Progra.m after SDA has received
written notice of such pattern or practice from adidas, then adidas will have the right to
reduce the applicable Contract Year's Sponsorship Payment as follows:
% Reduction Amount
First occurrence of Spatting* ad id as shall first provide SDA with a
written warning concerning Spatting;
provided that if material Spatting by a key
player (e.g., QB, RB, WR) or other media
star at any other offensive, defensive or
special teams position (e.g., prominent
DE, LB or K) or several non-material
players (e.g., DL or OL) occurs during a
bowl, tournament or other post-season
game, then a warning is not required
hereunder and the 25% reduction amount
described below shall apply
Second occurrence of Spatting* 10% of annual Sponsorship Payment for
Contract Year in which such Spatting
occurred.
Third occurrence of Spatting* 15% of annual Sponsorship Payment for
occurred .
Fourth occurrence of Spatting*+ 25% of annual Sponsorship Payment for
occurred.
* cumulatively applied over the Contract Term
+ whether a first, second or third occurrence of Spatting, if material Spatting by a key
player (e.g ., QB, RB, WR) or other media star at any other offensive, defensive or
special teams position (e.g ., prominent DE, LB or K) or several non-material players
(e.g., DL or OL) occurs during a bowl, tournament or other post-season game, then the
25% reduction amount shall apply.
D. SDA agrees to require its SDA Staff to wear adidas Products exclusively
during the Contract Term when acting in their official capacities as Coach or staff in
activities where athletic or athleisure attire is appropriate, including but not limited to,
practices and games, SDA-Sponsored Camps, being filmed on motion picture or video
tape acting in their official capacities, and posing for photographs in their official
capacities, provided that SDA has control over the activity and further provided that with
respect to unpaid, volunteer Coaches ("Volunteer Coaches") who have agreements with
Competitors, SDA requests such Volunteer Coaches not wear apparel bearing the
brands or marks of Competitors at competitions during which such Volunteer Coaches
are coaching. With the exception of Volunteer Coaches, the SDA Staff will not, while
acting in the course and scope of their employment responsibilities, wear, use or in any
way promote Products manufactured by or identifiable with any Competitor of adidas.
SDA acknowledges that SDA's obligation that its SDA Staff (excluding Volunteer
Coaches) exclusively wear and/or use adidas Products, as identified by adidas, will be a
material term of this Agreement. adidas hereby acknowledges that the wearing of other
than athletic or athleisure shoes and apparel by any SDA Staff in connection with their
official duties as coach or staff of an SDA Athletic Program will not constitute a breach
of this Section 6. SDA will not enter into or approve any endorsement contract between
a Coach (excluding Volunteer Coaches) and a Competitor of adidas with respect to
Products that are competitive with Authentic Competition Apparel without the prior
written consent of adidas, and will exercise its reasonable efforts to prevent any Coach
(excluding Volunteer Coaches) from entering into such a contract of which SDA has
knowledge.
E. Except as provided below, SDA agrees that it will not permit the trade
name, trademark, logo, or any other identification of any person, company, or business
entity other than adidas, the University, or, subject to adidas' reasonable right of
approval, the Conference or bowl or tournament entities or sponsors, to appear on
adidas Products worn or used by Coaches, SDA Staff or Team members. SDA agrees
that in no event will the trade name, trademark, logo, or other identification of any
Competitor be permitted to appear on any such adidas Products worn or used by
Coaches, SDA Staff or Team members. The logo or other identification of University,
the Conference, the NCAA or any bowl game, tournament or special event (e.g., charity
organization) in which a Team may be participating, may appear on adidas Products
worn or used by Coaches, SDA Staff or Team members if mutually agreed on by SDA
and adidas, such agreement not to be unreasonably withheld, conditioned or delayed.
University agrees that it will utilize reasonable efforts to prevent any logo or other
identification of the Conference or any bowl game or special event in which any Team
may be participating from appearing on adidas Products worn or used by Coaches,
SDA Staff or Team members if such appearance in any way covers or dilutes (based on
proximity) any adidas Trademarks. Notwithstanding anything herein to the contrary,
adidas understands and acknowledges that (i) the Conference logo must appear on all
Authentic Competition Apparel in accordance with Conference rules and regulations,
whether now in existence or hereafter enacted; and (ii) any postseason competition
(including but not limited to, bowls, College Football Playoff, etc.) patch or other visual
emblem must appear on all Authentic Competition Apparel worn by Team members with
respect to such postseason competitions. Recognizing their mutual obligations to act in
good faith and the rights set forth in subsection 5.E above, the parties agree that in
connection with the foregoing they will make decisions in a prompt manner consistent
with the reasonable deadlines requested by one another or by the Conference or bowl
or tournament entities (including the College Football Playoff) or sponsors.
F. SDA agrees that at any sports camp or clinic that SDA conducts or
sponsors under the direction and supervision of any Coach (each , an "SDA-Sponsored
Camp"), it will exclusively use adidas Products and it will not sponsor, co-sponsor, or
endorse Products manufactured or sold by any Competitor at such SDA-Sponsored
Camp.
G. adidas will not be liable to SDA for any injury or damage suffered from
wearing or using adidas Products, except injury or damage resulting from design and/or
manufacturing defects, adidas' negligent or willful acts or any breach by adidas. of its
representations or warranties hereunder.
H. SDA agrees that Exhibit C provides adidas with a listing of all agreements
between University (on behalf of SDA) or any of the Coaches and third parties with
respect to Products and/or Additional Equipment that exist as of the date indicated on
Exhibit C (each an "Existing Agreement"). For the avoidance of doubt, Exhibit C does
not include contracts between third parties and the University's third party licensing
agency on behalf of the University's product licensing department, which contracts are
subject to Section 9 of this Agreement. adidas acknowledges the existence of such
Existing Agreements and agrees that SDA's or any Coach's compliance with such
Existing Agreements does not constitute a breach of this Agreement. With respect to
Products for which there is an Existing Agreement (specifically including New Era Cap
Co., Inc. (baseball) and ASICS America Corporation (wrestling)), (a) neither SDA,
University (nor any of its Coaches) shall: (i) extend or renew any Existing Agreement; or
(ii) enter into a new agreement for Products covered by any Existing Agreement with
any third party after the date this Agreement is executed by the parties; and (b) at the
expiration of such Existing Agreements, all Products in such Existing Agreements will
be included in this Agreement and, as mutually agreed on, adidas shall increase the
allotment of adidas Products provided pursuant to Section 5.A herein.
If at any time during the Contract Term adidas has a bona fide intention to
expand its adidas Products line by adding any Additional Equipment, then adidas will
use best efforts to give SDA one hundred twenty (120) days advance written notice of
the particular item(s) then in development by adidas. When such Additional Equipment
is available, adidas will supply SDA, free of charge, a reasonable supply of such
Additional Equipment for use in practice and other appropriate field-testing
opportunities. If SDA (or any of its Coaches) is not party to an Existing Agreement for
the same product as the Additional Equipment, then subject to the approval of SDA as
to the quality, performance and appropriateness of such Additional Equipment, and
further subject to such Additional Equipment meeting all applicable requirements for
adidas Products pursuant to subsections 5.E, 5.F. and 5.G., such Additional Equipment
will be included in this Agreement and, as mutually agreed on, adidas shall increase the
allotment of adidas Products provided pursuant to Section 5.A herein.
7. License to Use University Marks.
A. SDA grants to adidas the right and license during the Contract Term to
use the University License within the Contract Territory in connection with the
advertisement, promotion, and sale of adidas Products. Except as otherwise provided
herein, SDA will retain all rights in and to the University Marks. All use of the University
Marks by adidas will conform to Conference and NCAA rules and regulations, as the
same may be amended from time to time.
B. adidas will have the exclusive right throughout the Contract Term to
advertise, publicly represent, market, and otherwise promote the fact that it is the
exclusive supplier to SDA of the Authentic Competition Apparel, including by identifying
or referring to such Authentic Competition Apparel as the "official [Product(s)] of Sun
Devil Athletics" or similar representations mutually agreed by the parties. As more fully
described in subsections 11.B. and 11.C., it is the intent of the University that all such
representations, identifications and designations described in this subsection 7.B. or
elsewhere in this Agreement conform with the "qualified sponsorship" rules of Section
513(i) of the Internal Revenue Code ("Code"), and to ensure such qualification, SDA will
have the right to reasonably modify the text of such representations, identifications
and/or designations, or the manner in which they are displayed, to conform with these
rules.
C. SDA, on behalf of the Coach of each SDA Athletic Program, grants to

adidas the right and license during the Contract Term and within the Contract Territory
to use the Coach Likeness in connection with the advertisement, promotion and sale of
adidas Products. adidas agrees that the Coach Likeness will not be used in connection
with any advertisement, whether in electronic or print media, that requires the Coach to
make a qualitative or comparative description of adidas Products and services, provide
price information for such goods and services, or endorsements or inducements to
purchase goods and services or otherwise express a personal recommendation that
consumers purchase or use adidas Products. Subject to his/her employment
agreement with University and except as otherwise provided in this Agreement, each
Coach shall retain all other rights in and to his or her name and likeness, and neither
SDA nor any Coach will be prevented from using, permitting, or licensing others to use
his or her name or likeness in connection with the advertisement, promotion, or sale of
any product or service in violation of this Agreement.
D. Each use by adidas of the University License or the Coach Likeness must
be approved, in writing, in advance by the University's Trademarks Licensing Office on
a case-by-case basis, which approval will not be unreasonably withheld.
E. All of the rights granted under this Agreement are granted only with
respect to SDA and do not include any rights with respect to the University as a whole
or any of the University's component units (i.e., those entities related to University that
qualify as component units under Government Accounting Standards Board standards),
which include University alumni clubs or associations and the Arizona State University
Foundation for a New American University, and the University's commercial real estate
ventures. Further, the exclusivity described in this Agreement shall pertain to SDA only
and shall not limit or otherwise restrict the rights of the University in its operations
outside of SDA.
F. For the sake of clarity, if there is any conflict between the terms and
conditions of this Agreement and any agreement between adidas (or its Affiliates) and
University's licensing agent(s), then University acknowledges, and agrees to instruct its
licensing agent(s), that the terms of this Agreement shall control. During the Contract
Term, neither SDA nor its licensing agent(s) shall enter into any agreement or
understanding with any Competitor to manufacture, develop, market, distribute, license
or sell licensed products that feature the University Trademarks. If SDA or its licensing
agent(s) is (as of the date this Agreement is executed by the parties) party to any
agreement with a Competitor to manufacture, develop, market, distribute, license or sell
licensed products that feature the University Marks, then neither SDA nor its licensing
agent(s) will renew or extend such agreement(s).
G. Each Contract Year, adidas and individuals designated by the University's
Executive VP/CFO and the VP of Athletics shall meet to discuss and address the prior
and immediately subsequent Contract Year's marketing and sale of Licensed Products.
8. Promotional Appearances.
A. If requested to do so by adidas, SDA will allow the Coach of each SDA

Athletic Program to make himself/herself available for up to three (3) appearances per
Contract Year in connection with the promotion of the relationship between adidas and
SDA, subject to the Coach's willingness to make such appearances. Such appearances
may include, but are not limited to, appearances at clinics, celebrity events, and other
public appearances. Except as provided below, neither SDA nor the Coach will receive
compensation for the appearances.
B. For each appearance described in subsection 8.A. above:
1. adidas will pay all reasonable and necessary travel and related out-
of-pocket expenses incurred by SDA and/or the Coach in connection with such
appearance;
2. adidas will give SDA at least thirty (30) days' notice of the time and
place adidas desires the Coach to appear;
3. adidas will not schedule any appearance at a time which would

conflict with the Coach's performance of his or her obligations to SDA; and
4. No single appearance will exceed twenty-four (24) hours in

duration, exclusive of travel time, unless agreed upon to the contrary in advance.
9. Licensed Products.
A. Subject to the terms of this Agreement, SDA will enter into or will cause its
licensing agent(s) to enter into and maintain in full force and effect during the Contract
Term, a retail license(s) granting adidas: (x) the exclusive right throughout the Contract
Territory to manufacture and sell Authentic Competition Apparel that features the
University License through any channel of retail distribution; and (y) the non-exclusive
right to manufacture and sell throughout the Contract Territory Licensed Products (other
than Authentic Competition Apparel) through any channel of retail distribution. SDA
further agrees that during the Contract Term: (i) subject to subsection 9.B., the royalty
rate paid by adidas to SDA or its licensing agent(s), as applicable, with respect to any
such license(s) will not exceed fourteen percent (14%) of Net Sales; (ii) only Authentic
Competition Apparel will be marketed as SDA authentic competition apparel through
any retail location or distribution channel (including but not limited to the brick and
mortar shops, catalogs or the Internet) owned or controlled by SDA; and (iii) no royalty
will be paid to SDA by adidas with respect to adidas Products directly provided to SDA
by adidas pursuant to Section 5 of this Agreement.
Each Contract Year, adidas will pay SDA (or the University's third party licensing
agency) a non-refundable guaranteed minimum royalty in the amount set opposite each
such Contract Year:
Year Guaranteed Minimum Royalty

2015/2016 $350,000
2016/2017 $350,000
2017/2018 $350,000
2018/2019 $350,000
2019/2020 $350,000
2020/2021 $350,00-0
2021/2022 $350,000
2022/2023 $350,000
The royalty owed by adidas to University pursuant to this subsection 9.A. shall be
applied against the above guaranteed minimum royalty amounts. On the Effective Date
and on each anniversary of the Effective Date, adidas will pay SDA (or the University's
third party licensing agency) the guaranteed minimum royalty pursuant to this
subsection 9.A.
B. The sale of adidas Products by adidas, except those directly supplied to

SDA under this Agreement, will be subject to licensure by the University and royalty
payments by adidas.
C. adidas will not be required to make royalty payments or donations on

Licensed Products supplied directly to SDA under the terms of this Agreement.
D. adidas will remain a current licensee in good standing of the University as

administered by University's Trademark Licensing Office or its designee and will
maintain all licenses, permits or authorizations necessary for it to perform its obligations
under this Agreement. Notwithstanding the foregoing, University retains all license
rights not granted herein.
10. Internship Program. Within sixty (60) days after execution of this Agreement,
the parties will define the parameters of an internship program under which adidas will
engage University students as interns during the Contract Term.
11. Sponsor Benefits Provided bv University; Unrelated Business Income Tax.
A. University will provide the additional Sponsor Benefits as set forth in

Exhibit D, attached hereto and incorporated by reference.
B. All Sponsor Benefits and sponsorship recognition opportunities provided

by SDA to adidas as set forth in Exhibit D or elsewhere in this Agreement are designed
and intended to be permissible "sponsorship recognition" materials, and not
"advertising", as those terms are defined and interpreted by the courts of the United
States and/or the Internal Revenue Service. As such, the Sponsor Benefits set forth in
Exhibit D or elsewhere in this Agreement will not include any display, promotion or other
recognition such that it prevents the Sponsorship Payments or other payments set forth
in Sections 3 and 4 from classification as "qualified sponsorship payments" (exempt
from federal income tax), as described in Section 513(i) of the Code and the proposed
or final regulations interpreting that Code section ("Regulations"), or as such Code and
Regulation sections may be amended from time to time. The parties acknowledge and
agree that this requirement will not prohibit adidas from displaying or announcing adidas
Trademarks in the locations identified in Exhibit D, but restricts the information that is
announced or displayed in connection with the adidas Trademarks. The parties
acknowledge and agree that, subject to the requirements of the above referenced
sections of the Code and Regulations, with respect to the Sponsor Benefits and
sponsorship recognition opportunities provided by SDA to adidas as set forth in Exhibit
D or elsewhere in this Agreement, this Section 11 generally prohibits the display or
announcement of adidas or the adidas Trademarks together with other information in a
manner that presents a qualitative or comparative description of adidas Products and
services, price information for such goods and services, and endorsements or
inducements to purchase adidas Products and services. Instead, any information
displayed together with the adidas Trademarks or in recognition of adidas will be value-
neutral; provided however, that SDA acknowledgement of adidas may include the
adidas Trademarks or slogans that are an established part of adidas' identity. State and
local taxes, including sales/use or property tax, if any, on the sponsor recognition
panels/material or their installation will be paid by adidas.
C. All Sponsor Benefits and sponsorship recognition opportunities provided

by SDA to adidas as set forth in Exhibit D or elsewhere in this Agreement will be
reviewed and approved by SDA in order that SDA may assure itself that the payments
provided to it hereunder may be reported as "qualified sponsorship payments" and that
the proposed recognition is in keeping with the professional image and reputation of
collegiate sports for which SDA strives. SDA's approval will not be unreasonably
withheld. "Reasonable" approval will follow Code Section 513 guidance, including
Regulations and rulings. The parties to this Agreement are responsible in full for their
respective tax reporting and payment obligations of any and all kinds. Nothing
contained in this Agreement shall obligate one party to be responsible for the other's tax
obligations or indemnify the other with respect to any tax obligation, that may arise as a
result of any payment or benefit received pursuant to this Agreement. No adverse tax
determination nor any adverse resolution of a tax dispute shall be cause to declare the
Agreement in breach; nor shall it relieve either party of their respective obligations under
this Agreement.
12. Rights of Termination.
A. adidas will have the right to terminate this Agreement immediately upon
written notice to SDA in the event that:
1. Members of any Team fail to wear or use adidas Products as

required herein, and SDA fails to cure such breach (if curable) within thirty (30) days of
written notice from adidas;
2. Members of any Team wear adidas Products altered, Spatted, or
taped in violation of the provisions of Section 6 hereof, provided , however, that adidas
will have first complied with the written notice requirements set forth in Section 6, and,
subsequent thereto, exercised its rights under the provisions of Section 6;
3. Any Coach fails to perform any material obligations provided for in

this Agreement, and SDA fails to cure such breach (if curable) within thirty (30) days of
written notice from adidas;
4. The NCAA, or any other governing body of intercollegiate sports,

prohibits any Team members from wearing adidas athletic footwear displaying the
adidas name or any adidas Trademark;
5. The Football or either the Men's or Women's Basketball Team is

banned, as a result of NCAA violations, from participating in the post-season or is the
subject of a television ban; or
6. University or the Football or either Men's or Women 's Basketball

head coach attracts publicity which, based on objective evidence, in the reasonable and
good faith judgment of adidas has a material adverse effect upon the status or
reputation of University/Coach, the value of SDA to adidas, or adidas.
B. SDA will have the right to terminate this Agreement immediately upon
written notice to adidas in the event that:
1. adidas is adjudicated insolvent or declares bankruptcy; or
2. adidas breaches any material terms of this Agreement, including

any representations or warranties, and fails to cure such breach within sixty (60) days of
written notice from University; or
3. adidas materially breaches the FLA Code, as determined by a

mutually agreeable independent monitor, which breach adidas fails to cure within thirty
(30) days (if curable within a 30-day period) following adidas' receipt of written notice
from SDA specifying such breach. If for logistical or other reasons, it is impossible for
adidas to completely cure a particular condition within thirty (30) days, SDA will afford
adidas a mutually agreeable commercially reasonable period of time to achieve
complete cure. For purposes of this subparagraph only, "materially breaches the FLA
Code" means recurring material FLA Code violations by a contractor or subcontractor
which adidas has, despite knowledge of a contractor's/subcontractor's recurring
violations, failed to remedy.
4. adidas fails to make payment to SDA of any sum due under this
Agreement within sixty (60) days following adidas' receipt of such written notice from
SDA that such payment is due.
C. In the event of any termination by adidas pursuant to subsection 12.A.,

SDA will not be entitled to any further compensation hereunder, except (i) any unpaid
Sponsorship Payment earned prior to the effective date of termination, pro-rated and
calculated to the effective date of termination, and (ii) all license fees accrued hereunder
with respect to the sale of Licensed Products, and (iii) any other amounts earned but not
paid to SDA hereunder. Alternatively, adidas will have the right to receive from SDA
reimbursement for the Sponsorship Payment, if any, paid in excess of the amount to
which SDA would be entitled if the Sponsorship Payment were pro-rated over the
Contract Year, calculated to the effective date of termination. Any such payment will be
due within forty-five (45) days of the date of termination subject to Section 15.
D. Upon expiration or termination of this Agreement, adidas shall cease the

manufacturing, development, promotion, marketing, distribution, advertising and sale of
Licensed Products and use of the University License, except that for one hundred eighty
(180) days after such termination or expiration, adidas shall have the right to sell-off all
Licensed Products on-hand and in production (and use the University License in
connection therewith) provided adidas shall comply with the royalty payment and
reporting obligations of Sections 7 and 9.
13. Unique Rights/Assignability. SDA acknowledges that the rights provided to

adidas under this Agreement are special and unique and that loss of such rights may
cause irreparable harm to adidas. Neither party may assign or delegate any or all rights
or obligations under this Agreement without the express written approval of the other
party; provided, however, that adidas may assign its rights under this Agreement to any
corporation, partnership or other entity or person which controls, is controlled by, or is
under common control with adidas provided that adidas remains obligated to ASU under
this Agreement and provided that there are no changes to the adidas Trademarks.
14. Confidentiality. SDA acknowledges that portions of this Agreement contain

certain confidential matters, including proprietary and commercial information belonging
to adidas. SDA will not disclose such proprietary or commercial information to any third
party without adidas' prior written consent, unless SDA is required by law to do so.
Notwithstanding the foregoing, SDA may disclose such proprietary or confidential
information to its professional, financial and similar advisors provided that such other
persons or firms are aware of this requirement not to further disclose such information
to any third party.
The parties acknowledge that University is a ·public institution and, as such, is subject to
the Arizona Public Records Act, as set forth in Arizona Revised Statutes ("A.R.S.")
Sections 39-121 through 39-127. Accordingly, notwithstanding any other provision of
this Agreement to the contrary, any provision of this Agreement regarding confidentiality
is limited to the extent necessary to comply with the provisions of Arizona law.
The parties acknowledge that trade secrets and certain other information described in
A.R.S. § 15-1640 are generally not subject to public inspection or disclosure under the
Arizona Public Records Act. adidas will specifically identify any intellectual property or
proprietary/confidential information that it discloses to University that constitutes a "trade
secret" under Arizona law or is otherwise entitled to protection under A.R.S. §. 15-1640,
prior to disclosure, to enable the parties to take any steps deemed reasonable to protect
such information from disclosure pursuant to A.RS.§ 15-1640.
15. Dispute Resolution . The parties agree that any dispute concerning the
interpretation, construction, or breach of this Agreement (a "Dispute") will be resolved by
negotiation and, if necessary, the dispute resolution procedures of the Arizona Board of
Regents procurement code. Each party will appoint a representative having decision-
making authority to whom any Dispute hereunder will be submitted. The representatives
will meet at a mutually agreeable location to consider a Dispute within twenty (20) days
after either party gives written notice of the Dispute to the other. If the Dispute cannot
be resolved by the representatives within thirty (30) days after the meeting is held, then
the parties will exhaust all applicable administrative remedies provided for under
Arizona Board of Regents Policy 3-809. The parties will pay their own costs, fees and
expenses incurred in connection with these Dispute resolution procedures. Unless
otherwise required by law, neither party will disclose any aspect of the Dispute without
the other party's prior written consent.
16. SDA/adidas Relationship. Each party's performance of services hereunder is

in its capacity as an independent contractor. Accordingly, nothing contained in this
Agreement shall be construed as establishing an employer/employee, partnership or
joint venture relationship between SDA and adidas. SDA will be solely responsible for
the payment of all taxes on any compensation received under this Agreement, provided
however, SDA will only be responsible for taxes imposed directly upon it.
17. Waiver. Failure of either party to enforce any provision of this Agreement will not
be construed to be a waiver of such provision or otherwise limit the party's right to
subsequently enforce such provision.
18. Right of First Dealing and First Refusal. Beginning January 1, 2022, SDA will
periodically meet with adidas to negotiate in good faith the renewal of this Agreement
("First Dealing Period"). Said First Dealing Period will extend until March 31, 2022. The
parties will not be obligated to enter into an agreement if they cannot settle on mutually
satisfactory terms during the First Dealing Period. University and SDA will not (nor will
SDA or University permit its agents, attorneys, accountants, representatives or
employees to) engage in discussions or negotiations with any third party regarding
wearing, sponsoring, or promoting any Products after the Contract Term at any time
during the Contract Term until the conclusion of the First Dealing Period. Following the
conclusion of the First Dealing Period and continuing through June 30, 2023, University
and SDA agrees to refrain from entering into an endorsement or similar agreement with
any Competitor without first giving adidas an opportunity to enter into an agreement with
University or SDA for such rights on the terms and conditions proposed by such
Competitor that are material, measurable and matchable terms and conditions ("Third
Party Terms"). University or SDA will provide adidas with a copy (on third party
letterhead, unaltered and unredacted) of the Third Party Terms it receives. adidas will
have fifteen (15) days from its receipt of such Third Party Terms to match or better such
Third Party Terms. If adidas matches or betters such Third Party Terms, and provided
that there is not an uncured breach of any material term pursuant to subsection 12. B,
then University or SDA will enter into a new agreement with adidas on such Thirty Party
Terms, the better terms and other mutually agreed on standard terms and conditions. If
adidas fails to match or better such Third Party Terms, then University or SDA may
enter into an agreement with such third party on the Third Party Terms that adidas failed
to match or better.
19. Notices. All notices and statements provided for herein will be in writing and will
be given in writing by overnight delivery (e.g., Fed Ex or UPS) and will be deemed given
upon receipt. A party may change its address by giving notice thereof to the other party
as provided herein.
To SDA: Arizona State University Sun Devil Athletics

500 East Veterans Way
Tempe, Arizona 85281
Attn: Vice President for University Athletics
With a copy to: Arizona State University

1551 South Rural Road
Tempe, Arizona 85281
Attn: Chief Procurement Officer
And to: Arizona State University

Office of General Counsel
300 East University Drive, Suite 335
Tempe, Arizona 85287-7405
Attn: General Counsel
to adidas: adidas America, Inc.

5055 N. Greeley Avenue
Portland, OR 97217
Attn: Legal Department
Fax No.: (971) 234-4420
20. Entire Agreement; No Third Party Beneficiaries . This Agreement constitutes

the entire understanding between the parties with respect to the subject matter hereof
and cannot be amended or modified except by an agreement in writing, signed by an
authorized representative of each of the parties. All previous understandings, letters of
intent and agreements between the parties shall have no further force and effect. This
Agreement is solely for the benefit of the parties hereto and is not intended to (and does
not) confer upon any person or entity other than the parties hereto any rights or
remedies hereunder or otherwise. The parties acknowledge that University is party to
an agreement, dated August 4, 2015, with Reebok-CCM, an Affiliate of adidas, related
to University's Ice Hockey Team.
21. Severability. Every provision of this Agreement is severable. If any term or

provision hereof is held to be illegal or invalid for any reason whatsoever, such illegality
or invalidity shall not affect the validity of the remainder of this Agreement or any other
provision.
22. University and State Required Provisions .
A. Nondiscrimination. The parties will comply with all applicable state and
federal laws, rules, regulations, and executive orders governing equal employment
opportunity, immigration, and nondiscrimination, including the Americans with
Disabilities Act. If applicable, the parties will abide by the requirements of 41 CFR
§§ 60-1.4(a), 60-300.S(a) and 60-741.S(a). These regulations prohibit
discrimination against qualified individuals based on their status as protected
veterans or individuals with disabilities, and prohibit discrimination against all
individuals based on their race, color, religion, sex, or national origin. Moreover,
these regulations require that covered prime contractors and subcontractors take
affirmative action to employ and advance in employment individuals without
regard to race, color, religion, sex, national origin, protected veteran status or
disability.
B. Conflict of Interest. In accordance with A.RS. § 38-511, University may·

cancel this Agreement within three years after the execution of this Agreement, without
penalty or further obligation, if any person significantly involved in initiating, negotiating,
securing, drafting, or creating this Agreement on behalf of University, at any time while
this Agreement or any extension thereof is in effect, is an employee or agent of any
other party to this Agreement in any capacity or a consultant to any other party with
respect to the subject matter of this Agreement. Notice is provided of A.RS. § 41-753D.
C. Arbitration in Superior Court. In the event of litigation, as required by

A.RS. § 12-1518, the parties agree to make use of arbitration in all contracts that are
subject to mandatory arbitration pursuant to rules adopted under A.RS. § 12-133.
D. Records. To the extent required by A.RS. § 35-214, adidas will retain all
records relating to this Agreement. adidas will make those records available at all
reasonable times for inspection and audit by University or the Auditor General of the
State of Arizona during the Contract Term of this Agreement and for a period of five
years after the completion of this Agreement. The records will be provided at Arizona
State University, Tempe, Arizona, or another location designated by University on
reasonable notice to adidas.
E. Failure of Legislature to Appropriate. In accordance with A.RS. § 35-154,

if University's performance under this Agreement depends on the appropriation of funds
by the Arizona Legislature, and if the Legislature fails to appropriate the funds
necessary for performance, then University may provide written notice of this to adidas
and cancel this Agreement without further obligation of University. Appropriation is a
legislative act and is beyond the control of University.
F. Weapons, Explosive Devices and Fireworks; Tobacco. University

prohibits the use, possession, display or storage of any weapon, explosive device or
fireworks on all land and buildings owned, leased, or under the control of University or
its affiliated or related entities, in all University residential facilities (whether managed by
University or another entity), in all University vehicles, and at all University or University
affiliate sponsored events and activities, except as provided in A.RS. § 12-781 or
unless written permission is given by the Chief of the University Police Department or a
designated representative. Notification by adidas to all persons or entities who are
employees, officers, subcontractors, consultants, agents, guests, invitees or licensees
of adidas ("adidas Parties") of this policy is a condition and requirement of this
Agreement. adidas further agrees to enforce this contractual requirement against all
adidas Parties. University's policy may be accessed through the following web page:
http://www.asu.edu/aad/manuals/pdp/pdp201-05.html. University is tobacco-free. For
details visit www.asu.edu/tobaccofree.
G. Indemnification by adidas. adidas will indemnify, defend, save and hold

harmless the University, the Arizona Board of Regents, the State of Arizona, and their
departments, agencies, boards, commissions, universities, and its and their officials,
regents, agents, and employees (collectively, "lndemnitee") for, from, and against any
and all claims, actions, liabilities, damages, losses, or expenses (including court costs,
attorneys' fees, and costs of claim processing, investigation, and litigation) (collectively,
"Claims") for bodily injury or personal injury (including death), or loss or damage to
tangible or intangible property to the extent caused, or alleged to be caused, by (i) the
negligence, acts or omissions of adidas or any of its owners, officers, directors,
members, managers, agents, employees, or subcontractors, (ii) a breach of this
Agreement, or (iii) failure to comply with any applicable law.
H. Insurance Requirements. adidas will (and will cause its subcontractors to)
procure and maintain until all of adidas' obligations have been discharged or satisfied,
including any warranty periods under this Agreement, insurance as described on Exhibit
f.
I. Authorized Presence Requirements. As required by A.RS. §41-4401,
University is prohibited from awarding a contract to any contractor or subcontractor that
fails to comply with A.RS. § 23-214(A) (verification of employee eligibility through thee-
verify program). adidas warrants that it and its subcontractors comply fully with all
applicable federal immigration laws and regulations that relate to their employees and
their compliance with A.RS. § 23-214(A). A breach of the foregoing warranty will be
deemed a material breach of this Agreement that is subject to penalties up to and
including termination of the Agreement. University retains the legal right to inspect the
papers of any contractor or subcontractor employee who works hereunder to ensure
that the contractor or subcontractor is complying with the warranty stated above.
J. Governing Law. This Agreement will be governed by the laws of the State
of Arizona without regard to any conflicts of laws principles. University's obligations
hereunder are subject to the regulations/policies of the Arizona Board of Regents. Any
proceeding arising out of or relating to this Agreement will be conducted in Maricopa
County, Arizona. Each party waives any objection it may now or hereafter have to
venue or to convenience of forum.
K. No Boycott of Israe l. As required by A.RS. §§ 35-393 to 35-393.01,
adidas certifies that it is not currently engaged in a boycott of Israel and will not engage
in a boycott of Israel during the Contract Term of this Agreement.
23. Counterparts. This Agreement may be executed in one or more counterparts,

each of which will be deemed an original, but all of which taken together will constitute
one and the same instrument, and photocopy, facsimile, electronic and other copies will
have the same effect for all purposes as an ink-signed original.
IN WITNESS WHEREOF, the undersigned authorized representatives of the

parties have duly executed this Agreement as of the Effective Date.
adidas America, Inc.: The Arizona Board of Regents for

and on behalf of
Arizona State University and its
Department of Sun Devil Athletics:
r:OocuS fg nod by:
By: ~;1u~vt- By: ~_L.:_~

~8=70C=SF~5~=9~=~
~·4=8~~~~~~~
0 0
Chris Mc'aUTre, FAd s... Morgan R. Olsen,
Senior Director of Sports Marketing Executive Vice President, Treasurer
and Chief Financial Officer
~Docu Slgned by: r-;DocuSlgnod Cy:
By: ~~.,~0 6\Jv---- By: L~:::-!E~· a~~~

Paul Ehrlich, Ray Anderson,
General Counsel Vice President for University Athletics
~DocuSlgned by:
~441 £_,,,.,..
By: ee.'>88e~·ese' 111
Nichol Luoma,
Associate Vice President for University
Business Services
Exhibit A
UNIVERSITY MARKS
(Attached hereto)
Gold
PANTONE 123 C
MADEIRA - Rayon: 1385 PolyNeon: 1635 MADEIRA- Rayon: 1171 PolyNeon : 1624 1800 MADEIRA - Rayon:#### PolyNeon : ####
Approved Universi1y colors or the ~PANTONE® colors listed on this page must be used , The colors on this page are not intended to match PANTONE color standards For PANTONE color standardS, refer to the current editions at the PANTONE coklr publicalions "PANTONE® is a t cg>:s1eroo trademark or PANTONE, Inc
Primary Marks
3
'11 28 • 29
Sparky Marks
30
A 32
~
,-r~ .
~ ~~\;
t\
31
4
~
·~ 1\ Ii'\
'
ARIZONA STATE
SUN DEVILS
10
6
ARIZONA STATE
SUN DEVILS
'
Word Marks
7
11
~ U.:..iawll!.O'al>
f
8
12
SUN DlYllS
13
Sparky Head
~ 33
Helmet Marks
Fork Mark
~ 34 ~IHI~
It's Time Marks
Secondary Athletics Marks
35
~
·*
36
~
Sun Devil Bold Font
37
ll 41
t
38 39 42
14 15 16 40 ABCDEFGHI
ASU ISU D ~ JKLMNOPOR
ARIZONA STAn:
18 19
.. SUN DEVILS
20
24 25
~ t'
Institutional Marks
STUVWXYZ
0123456789
School Seal
ARIZONA STATE 22 .-~--1.i~'t'. 23 SUH DEVIL 43 44 45 46
26
~ T k 4. Cl 'I'" f C 5 AT.,.t...•'TtCS
27 ASU. A51.I ~
Arizona State
University
Arizona State
University
· University seal permitted on products for resale (reviewed on a case-by-case basis) • Cross licensing with other marks may be permitted with an additional agreement
• No alterations or overlaying graphics to seal permitted • No use of current players' name, image, or likeness is permitted on commercial products in violation of NCAA rules
ADDITIONAL PERTINENT · No alterations or overlaying graphics to sunburst permitted and regulations
• University licenses consumables (must have expiration date on packaging) • No references to alcohol, drugs, or tobacco related products may be used in conjunction with University marks
INFORMATION • University licenses health and beauty products ·Marks 1-27, 38, 39 and 42 cannot be used in conjunction with marks 28-37 or 43-46
• University permits numbers on products for resale (restrictions vary from year to year)
• Mascot caricatures not permitted
I PAGE 111 I NOTE : The marks of Arizona State University are controlled under a licensing program administered by Collegiate Licensing Company. Any use of these marks will require written approval lrom Collegiate Licensing Company.
Exhibit B
INCENTIVE PAYMENTS
Bonus Plan:
Bowl Games
College Football National Champions $500,000"#
College Football playoff Championship Game participant $250,000"#
College Football playoff semi-final winner $1001 000"#
College Football playoff participant $50,000"#
College Football "New Year's Six" (non-playoff eligible) Bowl Game participant $25,000#
National Coach of the Year - Football $150,000
National Coach of the Year - Men's Basketball $100,000
National Coach of the Year - Women's Basketball $50,000
Conference Coach of the Year - Football $75,000
Conference Coach of the Year - Men's Basketball $50,000
Conference Coach of the Year - Women's Basketball $35,000
Football Rankings
Every ASU Football victory $10,000
College Football Final ranking, two consecutive years of top 15 finishes $50,000*+
Football and Men's Basketball both finish in Top 10 rankings in any year $50,000*
Football and Men's Basketball both finish in Top 4 rankings in any year $75,000*
Football and Men's Basketball both win National Championships in same Year $1,000,000*
Other Sports
NCAA Champions - Men's Basketball $100,000
NCAA Champions Women's Basketball and Olympic sports $50,000
Conference Champions - Olympic Sports $5,000
PAC 12 Conference Champions - Men's Basketball $50,000
PAC 12 Conference Champions - Women's Basketball $25,000
Other
NACDA Directors' Cup Finish - 2nd through 1oth $50,000
NACDA Directors' Cup Champion $100,000
" Non-cumulative
* Non-cumulative
# If Football achieves any of the indicated achievements during any Contract Year, then
beginning the subsequent Contract Year the Sponsorship Payment will increase by the
highest amount earned for all subsequent Contract Year(s), if any.
+ If Football achieves the indicated achievement during any Contract Year, then
beginning the subsequent Contract Year the Sponsorship Payment will increase by
such amount for all subsequent Contract Year(s), if any.
Exhibit C
EXISTING AGREEMENTS AS OF EXECUTION
ASICS America Corporation - Wrestling
EvoShield, LLC - Softball
Hillerich & Bradsby Co. I Louisville Slugger - Softball
PING, Inc. - Men's and Women's Golf
Reebok-CCM Hockey - Hockey
Master Spas - Swimming
Aqua-Lung America, Inc. - Swimming
Destination Kena - Triathlon
Roka Sports - Triathlon
Santini US ...., Triathlon
STX, LLC - Lacrosse
Exhibit D
SPONSOR BENEFITS
As the exclusive (subject to Existing Agreements) footwear, apparel and accessories

Product supplier of SDA, each Contract Year SDA will provide adidas with the following
sponsor benefits at no additional cost to adidas except as otherwise indicated:
(a) UNIVERSITY Sponsorship Messages for adidas. Representatives of

UNIVERSITY and adidas will cooperate to produce agreed copy to be published,
displayed, or announced as described below at UNIVERSITY expense each Contract
Year:
1) SDA will provide adidas with one full page acknowledgement in the SDA football
program for adidas' camera-ready acknowledgement, as well as an appropriately sized
space in other event programs as available.
2) SDA will provide adidas with one (1) public address system announcement in the
first and second half of each home game in the sports of football, men's basketball, and
women's basketball recognizing adidas as the exclusive supplier to SDA of Products for
the Team.
3) SDA will provide adidas with one (1) 30 second acknowledgement during any
radio broadcast of regular season games in the sports of football, men's basketball, and
women's basketball, and baseball as the exclusive supplier to SDA of Products for the
Team.
4) SDA will provide recognition of adidas in brochures for SDA sponsored sport
camps as the exclusive supplier to SDA of Products for the Team.
(b) adidas will receive tickets to home games, neutral site games, and parking
passes as indicated below:
Program No. Tickets
Football (home) 8 prime locations and

2 parking passes
Men's Basketball (home) 8 prime locations
Women's Basketball 8 prime locations
Baseball 6 prime locations
Volleyball 4 prime locations
All Remaining Sports 8 tickets to each
home game or event
Football (bowl) 8
Men's Basketball 6 each round of play
(tournament)
Women's Basketball 6 each round of play
(tournament)
Baseball (tournament) 6 each round of play
Volleyball (tournament) 4 each round of play
(c) adidas may host a hospitality event for football and basketball game-day ticket
holders (which may include, for example, a welcome reception, any catering to be at
adidas' expense, and/or tour of facilities).
(d) Where possible, SDA will cooperate in facilitating adidas' efforts in gaining the
right to display and sell adidas Products at on-campus bookstores and gift shops, and
any souvenir trailers that operate during games hosted by SDA (regardless of the
sport).
(e) When possible and appropriate, adidas will have the opportunity to stage a
mutually agreeable number of promotional events and/or contests around designated
home games/competitions, which events or contests may occur pre-game, during half-
time or post-game.
(f) When possible and appropriate, adidas will be given reasonable access to SDA
activities for the purpose of shooting game photos or game footage and/or conducting
and taping post-game interviews.
(g) adidas will be permitted, upon its reasonable request, to use mutually agreed
upon SDA-controlled facilities in connection with mutually agreed community based
programs and events held by adidas. Such use will be subject to applicable University
and SDA policies.
(h) In addition to the above, SDA will afford adidas advance notice and the
opportunity to consider participation in any and all additional appropriate advertising
opportunities, in any media, made available by SDA during the Contract Term.
(i) Mutually agreed upon prominently visible signage (e.g., end zone signs,
basketball seatbacks and pole pads, and baseball outfield signs) at each venue of a
Team.
Exhibit E
FLA WORKPLACE CODE OF CONDUCT
(Attached hereto)
FAIR LABOR
ASSOCIATION
FLA Workplace Code of Conduct

and Compliance Benchmarks
Revised October 5, 2011

TABLE OF CONTENTS
PREAMBLE .............. ........ ....... ..... .................................................................. ................................ 3
FLA WORKPLACE CODE OF CONDUCT ................................................................................. 4
FLA WORKPLACE CODE OF CONDUCT AND COMPLIANCE BENCHMARKS ............... 5
I. EMPLOYMENT RELATIONSHIP (ER) ............................ ............................................. .5
II. NONDISCRIMINATION(ND) ..................................................................................... 14
Ill. HARASSMENT OR ABUSE (H/A) ............................................................................... 17
IV. FORCED LABOR (F) .................................................................................................. 19
v. CHILDLABOR(CL) .......................................................................... ........................21
VI. FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING (FoA) ..........................22
VII. HEAL TH, SAFETY, AND ENVIRONMENT (HSE) .......... ................................................ 26
VIII. HouRs OF WORK (HoW) ........................................................................................ .31
IX. COMPENSATION (C) ........................ ............ ... ... ................ ...................................... .34
GLOSSARY OF TERMS .............................................................................................................. .38
2
PREAMBLE
The FLA Workplace Code of Conduct defines labor standards that aim to achieve decent and
humane working conditions. The Code's standards are based on International Labor
Organization standards and internationally accepted good labor practices.
Companies affiliated with the FLA are expected to comply with all relevant and applicable laws
and regulations of the country in which workers are employed and to implement the Workplace
Code in their applicable facilities. When differences or conflicts in standards arise, affiliated
companies are expected to apply the highest standard.
The FLA monitors compliance with the Workplace Code by carefully examining adherence to
the Compliance Benchmarks and the Principles of Monitoring. The Compliance Benchmarks
identify specific requirements for meeting each Code standard, while the Principles of
Monitoring guide the assessment of compliance. The FLA expects affiliated companies to make
improvements when Code standards are not met and to develop sustainable mechanisms to
ensure ongoing compliance.
The FLA provides a model of collaboration, accountability, and transparency and serves as a
catalyst for positive change in workplace conditions. As an organization that promotes
continuous improvement, the FLA strives to be a global leader in establishing best practices for
respectful and ethical treatment of workers, and in promoting sustainable conditions through
which workers earn fair wages in safe and healthy workplaces.
3
FLA WORKPLACE CODE OF CONDUCT
EMPLOYMENT RELATIONSHIP: Employers shall adopt and adhere to rules and conditions
of employment that respect workers and, at a minimum, safeguard their rights under national and
international labor and social security laws and regulations.
NONDISCRIMINATION: No person shall be subject to any discrimination in employment,

including hiring, compensation, advancement, discipline, termination or retirement, on the basis
of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, social
group or ethnic origin.
HARASSMENT OR ABUSE: Every employee shall be treated with respect and dignity. No
employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse.
FORCED LABOR: There shall be no use of forced labor, including prison labor, indentured
labor, bonded labor or other forms of forced labor.
CHILD LABOR: No person shall be employed under the age of 15 or under the age for
completion of compulsory education, whichever is higher.
FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING: Employers shall

recognize and respect the right of employees to freedom of association and collective bargaining.
HEAL TH, SAFETY, AND ENVIRONMENT: Employers shall provide a safe and healthy
workplace setting to prevent accidents and injury to health arising out of, linked with, or
occurring in the course of work or as a result of the operation of employers' facilities. Employers
shall adopt responsible measures to mitigate negative impacts that the workplace has on the
environment.
HOURS OF WORK: Employers shall not require workers to work more than the regular and
overtime hours allowed by the law of the country where the workers are employed. The regular
work week shall not exceed 48 hours. Employers shall allow workers at least 24 consecutive
hours of rest in every seven-day period. All overtime work shall be consensual. Employers shall
not request overtime on a regular basis and shall compensate all overtime work at a premium
rate. Other than in exceptional circumstances, the sum of regular and overtime hours in a week
shall not exceed 60 hours.
COMPENSATION: Every worker has a right to compensation for a regular work week that is
sufficient to meet the worker's basic needs and provide some discretionary income. Employers
shall pay at least the minimum wage or the appropriate prevailing wage, whichever is higher,
comply with all legal requirements on wages, and provide any fringe benefits required by law or
contract. Where compensation does not meet workers' basic needs and provide some
discretionary income, each employer shall work with the FLA to take appropriate actions that
seek to progressively realize a level of compensation that does.
4
FLA WORKPLACE CODE OF CONDUCT AND COMPLIANCE BENCHMARKS
I. EMPLOYMENT RELATIONSHIP (ER)
WORKPLACE CODE PROVISION: Employers shall adopt and adhere to rules and
conditions of employment that respect workers and, at a minimum, safeguard their rights
under national and international labor and social security laws and regulations.
Compliance Benchmarks
ER.1 General/Human Resource Management Systems

ER.1.1 Employers shall have in place written policies and practices and maintain proper
and accurate records governing all aspects of employment from recruitment, ·
hiring and probation, including written terms and conditions of employment, job
descriptions, administration of compensation, and working hours for all
positions, through to retrenchment and termination processes.
ER.1.2 Employers shall assign responsibility for the administration of human resources to
a clearly defined and adequately qualified staff member or staff members and
ensure workers at all levels receive communication and training about existing
policies and procedures or any revisions.
ER.1.3 Employers should implement a regular review process of policies, procedures and
their implementation in a consultative manner and amend when warranted.
ER.2 General/Documentation and Inspection

ER.2.1 Employers shall maintain on file all documentation needed to demonstrate
compliance with the FLA Workplace Code and required laws.
ER.2.1.1 Employers shall make these documents available to third-party
assessors commissioned by the FLA and shall submit to
inspections without prior notice.
ER.2.2 All notices that are legally required to be posted in the workplace work areas shall
be posted by employers.
ER.3 Recruitment and Hiring/Employment Decisions

ER.3.1 All employment decisions shall be made solely on the basis of a person's
qualifications, in terms of education, training, experience, demonstrated skills
and/or abilities, as they relate to the inherent requirements of a particular job.
ER.3.2 Employment decisions shall not be made on the basis of gender, race, religion,
age, sexual orientation, nationality, political opinion, social group, ethnic origin,
marital status, or union affiliation or sympathy.
ER.4 Recruitment and Hiring/Proof of Age Documentation

ER.4.1 Employers shall collect and maintain all documentation necessary to confirm and
verify date of birth of all workers, such as birth certificates.
ER.4.1 .1 Employers shall take reasonable measures to ensure such
documentation is complete and accurate.
5
ER.4.1.2 In those cases where proof of age documentation is not readily
available or unreliable, employers shall take all necessary
precautions which can reasonably be expected of them to ensure
that all workers are at least the minimum working age, including
requesting and maintaining medical or religious records of
workers, or through other means considered reliable in the local
context.
ER.5 Recruitment and Hiring/Employment Agency Recruitment Practices

Employers shall not use employment agencies that rely on practices such as:
ER.5.1 using false information to recruit workers;
ER.5.2 restricting workers' freedom of movement;
ER.5.3 requiring workers to pay recruitment and/or employment fees;
ER.5.4 providing inadequate housing;
ER.5.5 restricting transit of workers;
ER.5.6 providing precarious employment;
ER.5.7 withholding from workers a copy of their employment contract in their native
language that sets forth the general terms and conditions of engagement and
employment;
ER.5. 7 .1 for migrant workers, a copy should be provided prior to departure
from their home town;
ER.5.8 retaining possession or control of workers identification and other documents like
passports, identity papers, work permits, and other personal legal documents;
ER.5.9 providing for financial penalties; and
ER.5.10 punishing workers for terminating employment.
ER.6 Recruitment and Hiring/Employers Agreement with Employment Agencies

ER.6.1 Employers shall use standard contract language with employment agencies that
specifically imparts power to employers to directly pay wages to
migrant/contract/contingent/temporary workers and ensures equality of
compensation and workplace standards as set under the FLA Workplace Code and
national laws and regulations.
ER.6.2 Fees associated with the employment of workers shall be the sole responsibility of
employers.
ER.7 Recruitment and Hiring/General Principles on the Use of Contract,

Contingent or Temporary Workers
ER.7.1 Employers shall hire contract/contingent/temporary workers only if such hiring is
consistent with the national law of the country of production.
ER.7.2 Employers shall have in place written policies and procedures regulating the
recruitment and hiring of contract/contingent/temporary workers.
6
ER.8 Recruitment and Hiring/C~nditions of Hiring Contract or Temporary
Workers
Employers may hire contract or temporary workers only when contract or
temporary employment is allowed by national law and one of the following
conditions is met:
ER.8.I the permanent workforce of the enterprise is not sufficient to meet unexpected or
unusually large volume of orders;
ER.8.2 exceptional circumstances may result in great financial loss to the supplier if
delivery of goods cannot be met on time; or
ER.8.3 work that needs to be done and is outside the professional expertise of the
permanent workforce.
ER.9 Recruitment and Hiring/Invalid Use of Contract, Contingent or Temporary

Workers
Employers shall not:
ER.9.I use contract/contingent/temporary workers on a regular basis for the long-term or
multiple short-terms;
ER.9.2 hire contract/contingent/temporary workers as a means to support normal business
needs on a continuous basis or as regular employment practice; or
ER.9.3 make excessive use of fixed-term contracts or schemes where there is no real
intent to impart skills or provide regular employment.
ER.10 Terms and Conditions/Employment Terms

ER.IO.I Employment terms shall be those to which the worker has voluntarily agreed, in
as far as those terms do not fall below
ER.I 0.1. I provisions of national laws;
ER. IO. I .2 freely negotiated and valid collective bargaining agreements; or
ER.I0.1.3 the FLA Workplace Code.
ER.I0.2 There can be no employment terms which allow employers:
ER. I 0.2. I to hold wages already earned; or
ER. I 0.2.2 use earned back wages as penalties; and
ER. I 0.2.3 in any way punishes workers for terminating employment.
ER.11 Terms and Conditions/Contract, Contingent or Temporary Workers

Employers must ensure the following minimum terms and conditions are met in
the employment of contract/contingent/temporary workers:
ER. I I. I the enterprise defines the job functions or tasks that contract/contingent/temporary
workers are hired to perform and maintains information on the use of
contract/contingent/temporary workers in relation to production needs;
ER.I 1.2 contract/contingent/temporary workers receive at least the minimum wage or the
prevailing industry wage, whichever is higher, and all legally mandated fringe
benefits;
ER. I I .2. I contract/contingent workers receive at least the same compensation
as regular workers performing the same job functions or tasks with
similar levels of experience or seniority
7
ER.11.3 national laws governing contract/contingent/temporary workers are observed.
Contract/contingent/temporary workers shall be provided an employment
agreement, setting out the employment terms and conditions;
ER.11.4 workplace rules and regulations apply to contract/contingent/temporary workers
the same as for permanent workers;
ER.11.5 personnel files and all relevant employment information for
contract/contingent/temporary workers are maintained and accessible at the
workplace site, at all times;
ER.11.6 contract/contingent/temporary workers who are hired on more than one occasion
for seasonal production and specialization sign a separate contract for each new
hire event. The workplace retains the same identification number and all relevant
information in each worker's personnel file; and
ER.11.7 contract/contingent/temporary workers are given priority when the enterprise is
seeking 'new' permanent employees.
ER.12 Terms and Conditions/Contract, Contingent or Temporary Worker to

Permanent Employee
For any contract/contingent/temporary worker who becomes a permanent
employee, seniority and other fringe benefits eligibility must be dated from the
first date as a contract/contingent/temporary worker and not from the first day of
permanent employment.
ER.13 Terms and Conditions/Apprenticeship

For the time period during which they receive training, apprentices shall:
ER.13.1 receive at least the minimum wage or the prevailing industry wage, whichever is
higher;
ER.13.2 receive all legal mandated fringe benefits; and
ER.13.3 be subject to workplace conditions as set by the FLA Workplace Code and
national laws and regulations.
ER.14 Terms and Conditions/Other Special Categories of Workers

Employers shall ensure that all legally mandated requirements for the protection
or management of special categories of workers, including migrant, juvenile,
contract/contingent/temporary, home workers, pregnant or disabled workers, are
implemented.
ER.15 Terms and Conditions/New Employee Orientation

ER.15.1 Employers shall provide an orientation to new employees at the time of hiring,
which includes explanations of the employers' rules, compensation package and
policies for human resources, industrial relations, including respect of the right to
freedom of association, and health and safety.
ER.15.2 Training should be updated on a regular basis, and in particular, when any
policies and procedures are revised.
ER.15.3 Workers should be provided with written documentation that substantiates all the
issues covered in orientation briefings.
8
ER.16 Terms and Conditions/Communication
ER.16. l Employers shall inform workers about workplace rules, health and safety
information, and laws regarding workers' rights with respect to freedom of
association, compensation, working hours, and any other legally required
information, and the FLA Code through appropriate means, including posted in
local language(s) throughout the workplace's common areas.
ER.16.1.1 Employers shall inform workers that any form of harassment or
abuse in the workplace shall be subject to disciplinary measures.
ER.16.2 Where a union exists in the workplace, employers shall make available a copy of
the collective bargaining agreement to all workers and other interested parties.
ER.17 Terms and Conditions/Supervisor Training

ER.17.1 Employers shall ensure that all supervisors are trained in national laws,
regulations, and the FLA Code, and the appropriate practices to ensure
compliance.
ER. 17.2 Employers shall inform supervisors that they should not use any form of
harassment or abuse to maintain labor discipline.
ER.17.3 Trainings should be updated on a regular basis.
ER.18 Administration of Compensationffiming and Completeness

Employers shall provide all legally mandated compensation to all eligible workers
within the legally defined time periods. In addition, all compensation shall be
calculated correctly.
ER.19 Administration of Compensation/Termination Payouts

ER.19.1 Employers shall have in place a procedure for determining termination payouts,
including methods for correct assessment of payouts for all modes of
termination/retrenchment, taking into account national legal requirements.
ER.19.2 Employers shall establish channels for workers to confidentially express any
concerns or problems they may be experiencing around legally-owed payment
during a retrenchment process.
ER.19.3 Employers shall not demand that workers sign any declaration of good health,
waivers or releases of other rights as a condition of receiving severance pay or
other legal fringe benefits from the company, and shall not threaten to withhold
fringe benefits if workers do not sign.
ER.20 Administration of Compensation/Wage Advances

ER.20.l Wage advances shall not exceed three months pay or legal limits, whichever is
less.
ER.20.2 Advances shall only be made following clearly established rules which have been
communicated to workers.
ER.20.2.1 Advances must be properly documented and their receipt and
accuracy must be confirmed by the relevant worker in writing (e.g.
signature, thumbprint).
ER.21 Administration of Compensation/Free Disposal of Wages

ER.21.1 Employers may not limit in any manner the freedom of workers to dispose of their
wages.
9
ER.21.2 Wages must be paid on regular working days and in principle at or near the
workplace. Workers must be free from any coercion to make use of enterprise or
works stores.
ER.22 Administration of Fringe Benefits/Holidays, Leave, Legal Social Benefits and

Bonuses
ER.22.1 Emp loyers shall provide all legally mandated fringe benefits, including holidays,
leave, bonuses, severance payments and 13111 month payments to all eligible
workers within legally defined time periods.
ER.22.2 All fringe benefits shall be calculated correctly.
ER.23 Administration of Hours/Time Recording System

ER.23.l Employers shall have in place policies for managing all working hour, overtime,
and leave records in normal and exceptional circumstances.
ER.23.2 Accurate time records shall be maintained by employers, including overtime,
breaks, and leave.
ER.23.3 Time worked by all workers, regardless of wage system, shall be fully
documented by time cards or other mechanical or electronic recording systems.
ER.23.4 Employers shall not maintain multiple time-keeping systems and/or records.
ER.23.5 Time records maintained shall be authentic and accurate.
ER.23.6 If not provided by law, employers must provide protection to workers who allege
existence of multiple time-keeping systems or falsification of work time records.
ER.24 Administration of Hours/Production and Incentive Schemes

Employers shall not set production targets, piece rates or any other incentive or
production system at such a level that workers need to work beyond regular
working hours as set under the FLA Workplace Code, excluding overtime, in
order to make at least the minimum wage or the prevailing industry wage,
whichever is higher.
ER.25 Industrial Relations

ER.25.l Workplace rules, policies, and practices shall be communicated to all workers in
the local language or language spoken by workers if different from the local
language.
ER.2S.2 Employers shall have a clear and transparent system of worker and management
communication that enables workers to consult with and provide input to
management. This might include suggestion boxes, workers committees,
designated spaces for worker meetings, and meetings between management and
workers' representatives.
ER.25.3 There shall be a mechanism that allows workers to report harassment and
grievances confidentially, including any concerns or problems they may be
experiencing around legally-owed payments during a retrenchment process.
ER.25.3.1 Employers shall have in place written procedures that allow a
direct settlement of the grievance by the worker and the immediate
supervisor. Where this is inappropriate or has failed, there should
be additional options for senior management review and
10
consideration, depending on the nature of the grievance and the
structure and size of the enterprise.
ER.25.3.2 Employers shall ensure that the grievance procedures and
applicable rules are known to workers.
ER.26 Industrial Relations/Right to Organize, Bargain and Participate in Legal

Strikes
Employers shall respect all laws, rules and procedures protecting the rights of
workers to organize, bargain collectively, and participate in strikes consistent with
ILO principles and jurisprudence.
ER.27 Work Rules and Discipline

ER.27.1 Employers shall have written disciplinary rules, procedures and practices that
embody a system of progressive discipline (e.g. a system of maintaining
discipline through the application of escalating disciplinary action moving from
verbal warnings to written warnings to suspension and finally to termination).
ER.27.2 Employers shall ensure managers and supervisors are fully familiar with the
workplace disciplinary system and in applying appropriate disciplinary practices.
ER.27 .2.1 The disciplinary system shall be applied in a fair and
nondiscriminatory manner and include a management review of the
actions by someone senior to the manager who imposed the
disciplinary action.
ER.27.2.2 Employers shall maintain written records of all disciplinary actions
taken.
ER.27.3 Disciplinary rules, procedures and practices shall be clearly communicated to all
workers. Any exceptions to this system (e.g. immediate termination for gross
misconduct, such as theft or assault) shall also be in writing and clearly
communicated to workers.
ER.27.3.1 Workers must be informed when a disciplinary procedure has been
initiated against them.
ER.27 .3 .2 Workers have the right to participate and be heard in any
disciplinary procedure against them.
ER.27.3.3 Workers must sign all written records of disciplinary action against
them.
ER.27.3 .4 Records of disciplinary action must be maintained in the worker's
personnel file.
ER.27.4 The disciplinary system shall include a third party witness during imposition, and
an appeal process.
ER.28 Skills Development/Training

ER.28.1 Employers shall have written policies and procedures and implement practices
that encourage ongoing training of all categories of workers with the goal of
raising or broadening skills in order to advance in their careers within the factory
or beyond.
ER.28. l .1 The policies and procedures should include how workers will be
informed of training opportunities, eligibility requirement for
11
participation, if the training will be compulsory or voluntary, if it
will take place during or after working hours, and if the training
time will be compensated.
ER.28.1.2 Policies and procedures must encompass local legal
requirements.
ER.28.2 Trainings shall be documented and workers shall clearly understand what is
required of them in order to advance to the next level within the factory.
ER.29 Skills Development/Management of Performance Reviews

ER.29.1 Employers shall have written policies and procedures with regard to performance
reviews that outline the review steps and process, demonstrate linkages to job
grading, prohibit discrimination, are provided in writing and seek feedback and
agreement/disagreement from employees in writing, and that follow all local legal
requirements.
ER.29.1.1 The performance review process should be communicated to the
workforce and reviewed regularly.
ER.30 Skills Development/Promotion, Demotion and Job Reassignment

ER.30.1 Employers shall have written policies and procedures with regard to promotion,
demotion, and job reassignment that are transparent and fair in their
implementation.
ER.30.1. l Policies and procedures should outline the criteria for
promotion, demotion, and job reassignment scheme,
demonstrate linkages to job grading, and prohibit discrimination
or use of demotion or job reassignment as a form of penalty or
punishment.
ER.30.1.2 Outcomes should be provided in writing and seek feedback and
agreement/disagreement from employees in writing.
ER.30.1.3 Processes should follow local legal requirements.
ER.30.2 Policies and procedures should be communicated to the workforce and reviewed
regularly.
ER.31 Health, Safety, and Environmental Management System/Policies and

Procedures
ER.31.1 Employers shall develop, maintain, and regularly review written health, safety,
and environmental policies, at the very least, aimed at complying with legal
minimum health, safety, and environmental standards, regulations and procedures.
ER.31.2 The health, safety, and environmental policies shall contain the framework for a
comprehensive health, safety, and environmental management system within
which the following are clear and regularly tested and reviewed:
ER.31.2.1 employers' responsibilities,
ER.31.2.2 workers' rights and duties,
ER.31.2.3 responsibilities of designated personnel,
ER.31.2.4 procedures that enable workers to raise health, safety, and
environmental concerns
ER.31.2.5 procedures for reporting death, injury, illness and other health and
safety issues (for instance, near-miss accidents) and environmental
emergencies, and,
12
ER.31.2.6 protections to workers who allege health, safety, and
environmental violations,.
ER.31.3 Environmental policies shall commit to minimize environmental impacts with
respect to energy, air emissions, water, waste, hazardous materials, and other
significant environmental risks.
ER.32 Termination and Retrenchment/General Policies and Procedures

ER.32.1 Employers shall have in place a formal written policy governing all aspects and
modes of termination and retrenchment.
ER.32.2 Employers shall maintain proper and accurate records in relation to termination
and retrenchment.
ER.32.3 When employers are faced with major changes in production, program,
organization, structure, or technology and those changes are likely to result in
temporary or permanent layoffs, employers shall communicate any alternatives to
retrenchment that have been considered and consult any workers' representatives
as early as possible with a view to averting or minimizing layoffs.
ER.32.4 Where temporary or permanent layoffs are unavoidable, a plan should be
developed and implemented that mitigates the adverse effects of such changes on
workers and their communities.
ER.32.5 The plan should be clearly communicated and posted, and include feedback
channels for workers to ask questions and seek clarifications.
ER.32.6 Employers shall give retrenched workers opportunity to transfer to other owned
facilities in the country at a comparable wage and make all efforts to facilitate re-
employment in other enterprises in the country.
13
II. NONDISCRIMINATION (ND)
WORKPLACE CODE PROVISION: No person shall be subject to any discrimination in

employment, including hiring, compensation, advancement, discipline, termination or
retirement, on the basis of gender, race, religion, age, disability, sexual orientation,
nationality, political opinion, social group or ethnic origin.
ND.1 General Compliance Nondiscrimination

Employers shall comply with all national laws, regulations and procedures
concerning nondiscrimination.
ND.2 Recruitment and Employment Practices/Job Advertisements, Job

Descriptions and Evaluation Policies
ND.2.1 Recruitment and employment policies and practices, including job
advertisements, job descriptions, and job performance/evaluation policies and
practices shall be free from any type of discriminatory bias.
ND.2.2 If not provided by law, employers must provide protection to workers who allege
discrimination in recruitment and employment practices.
ND.3 Compensation Discrimination

ND.3.1 There shall be no differences in compensation for workers for work of equal value
on the basis of gender, race, religion, age, disability, sexual orientation,
nationality, political opinion, social group or ethnic origin.
ND.3 .1.1 Compensation includes the basic minimum or prevailing industry
wage and fringe benefits arising out of the workers employment made
directly or indirectly, whether in cash or in-kind, by the employers to
the workers.
ND.3.1.2 Fringe benefits include wage differentials or increments based on
seniority or marital status, cost of living allowances, housing or
residential allowances, family allowances, and nonwage compensation
(e.g. allotment for cleaning of work clothes or safety equipment) and
social security benefits.
ND.3.1.3 Employers shall ensure that migrant/contract/contingent/temporary
workers are compensated directly and in full, without deduction for
recruitment fees or any other agency charge for services, such as
obtaining residency permits or work visas on behalf of workers.
discrimination in compensation.
ND.4 Marital Discrimination

ND.4.1 Employers shall not discriminate on the basis of marital status.
discrimination based on marital status.
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ND.5 Pregnancy Testing
ND.5.1 Employers shall not use pregnancy tests or the use of contraception as a condition
of hiring or of continued employment.
ND.5.2 Employers shall not require pregnancy testing of female workers, except as
required by national law.
ND.5.2.1 In such cases, employers shall not use (the results of) such tests as a
condition of hiring or continued employment.
discrimination as a condition in hiring or continued employment based on
pregnancy tests or the use of contraception.
ND.6 Marriage or Pregnancy Discrimination

ND.6.1 Employers shall not threaten female workers with dismissal or any other
employment decision that negatively affects their employment status in order to
prevent them from getting married or becoming pregnant.
discrimination in the form of threat of dismissal or any other employment
decision that negatively affects their employment status based their intention to
get married or become pregnant.
ND.7 Pregnancy and Employment Status

ND.7.1 Employers shall not, on the basis of a woman's pregnancy, make any employment
decisions that negatively affect a pregnant woman's employment status, including
decisions concerning dismissal, loss of seniority, or deduction of wages.
discrimination in the form of employment decisions that negatively affect their
employment status based on pregnancy.
ND.8 Protection and Accommodation of Pregnant Workers and New Mothers

ND.8.1 Employers shall abide by all protective provisions in national laws and regulations
· benefitting pregnant workers and new mothers, including provisions concerning
maternity leave and other benefits; prohibitions regarding night work, temporary
reassignments away from work stations and work environments that may pose a
risk to the health of pregnant women and their unborn children or new mothers
and their new born children, temporary adjustment of working hours during and
after pregnancy, and the provision of breast-feeding breaks and facilities.
ND.8.1.1 Where such legal protective provisions are lacking, employers shall
take reasonable measures to ensure the safety and health of pregnant
women and their unborn children.
ND.8.1.2 Such measures shall be taken in a manner that shall not unreasonably
affect the employment status, including compensation of pregnant
women.
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discrimination with regard to implementation of provisions protecting and
accommodating pregnant workers and new mothers.
ND.9 Health-Related Discrimination

Employers shall not, on the basis of a person's health status, make any
employment decisions that negatively affect the persons employment status,
including decisions concerning recruitment, termination, promotion, or
assignment of work, unless such decision is dictated by the inherent requirements
of the job or a medical necessity to protect the worker and/or other workers.
ND.to Medical Examination

Employers are allowed to require routine medical examination to assess general
fitness as a condition for recruitment or continued employment but shall not
include testing for any disease or illness, such as HIV/AIDS, that does not have an
immediate effect on a person's fitness and is not contagious.
ND.11 Confidentiality of Health Status

Employers shall respect the confidentiality of workers' health status and not
undertake any action that could lead to a breach of said confidentiality, including
screening, whether by direct or indirect testing (for instance, by making an
assessment of risk behavior), or asking questions about previously taken tests or
medications.
ND.12 Reasonable Accommodation for Health Reasons

Employers shall take measures to reasonably accommodate workers with
(chronic) illnesses, including HIV/AIDS-related illnesses, which could include
rearrangement of working time, the provision of special equipment, opportunities
for rest breaks, time-off for medical appointments, flexible sick leave, part-time
work and return-to-work arrangements.
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III. HARASSMENT OR ABUSE (H/A)
WORKPLACE CODE PROVISION: Every employee shall be treated with respect and
dignity. No employee shall be subject to any physical, sexual, psychological or verbal
harassment or abuse.
H/A.1 General Compliance Harassment or Abuse

concerning discipline, violence, harassment and abuse.
H/A.2 Discipline/Monetary Fines and Penalties

Employers shall not use monetary fines and penalties as a means to maintain labor
discipline, including for poor performance or for violating company rules,
regulations, and policies.
H/A.3 Discipline/Access to Facilities

Access to food, water, toilets, medical care or health clinics or other basic
necessities shall not be used as either reward or as a means to maintain labor
discipline.
H/A.4 Discipline/Physical Abuse

Employers shall not use any form of - or threat of - physical violence, including
slaps, pushes or other forms of physical contact as a means to maintain labor
discipline.
H/A.5 DisciplineNerbal Abuse

Employers shall not use any form of verbal violence, including screaming,
yelling, or the use of threatening, demeaning, or insulting language, as a means to
maintain labor discipline.
H/A.6 Discipline/Psychological Abuse

Employers shall not use any form - or threat - of psychological abuse, such as
forcing workers to sign letters of self-criticism or posting names of workers
subject to disciplinary measures as a means to maintain labor discipline.
H/A.7 Discipline/Freedom of Movement

Employers shall not unreasonably restrain the freedom of movement of workers,
including movement in canteens, during breaks, using toilets, accessing water, or
accessing necessary medical attention, as a means to maintain labor discipline.
H/A.8 Violence/Harassment or Abuse

H/A.8.1 Employers shall ensure that the workplace is free from any type of violence,
harassment or abuse, be it physical, sexual, psychological, verbal, or otherwise.
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H/A.8.2 Employers shall refrain from any action, and shall take all appropriate action to
ensure that all workers refrain from any action, that would result in an
intimidating, hostile or offensive work environment for workers.
H/A.8.3 If not provided under law, employers must provide protection to workers who
allege harassment or abuse violations.
H/A.9 Sexual Harassment

H/A.9.1 Employers shall refrain from:
HIA. 9 .1.1 any act of sexual harassment, including inappropriate remark,
insult, joke, insinuation, and comment on a person's dress,
physique, age, family situation, etc;
H/A.9.1.2 a condescending or paternalistic attitude with sexual implications
undermining dignity;
H/A.9.1.3 any unwelcome invitation or request, implicit or explicit, whether
or not accompanied by threats;
H/A.9.1.4 any lascivious look or other gesture associated with sexuality; and
H/A.9.1.5 any unnecessary physical contact such as touching, caresses,
pinching or assault.
H/A.9.2 Employers shall not offer, or take any action that may suggest an offer of,
recruitment, continued employment, promotion, improved working conditions,
preferential work assignments or other preferential treatment in exchange for a
sexual relationship
H/A.9.3 Employers shall not subject workers to prejudicial treatment of any kind in
retaliation for refused sexual advances or corrected inappropriate behavior.
H/A.9.4 Employers shall refrain from any action, and shall take all appropriate action to
ensure that all workers refrain from any action, that would result in a sexually
intimidating, hostile or offensive work environment for workers.
H/A.10 Security Practices/Body Searches

All security practices shall be gender appropriate and nonintrusive, so that the
dignity of workers concerned is protected when a search is undertaken.
H/A.10.1 Searching of bags and other personal items to prevent theft is acceptable.
H/A.10.2 Body searches and physical pat downs shall only be undertaken when there is a
legitimate reason to do so and upon consent of workers, unless a state official
with the power to do so (e.g. police officer) has ordered the search.
H/A.10.2.1 Body searches shall not be undertaken in public and the person
who undertakes the search shall be of the same sex as the person
who is being searched.
H/A.11 Punishment of Abusive Workers/Supervisors/Managers/Workers Employers

shall have a system to discipline supervisors, managers or workers who engage in
any physical, sexual, psychological or verbal violence, harassment or abuse,
through measures such as compulsory counseling, warnings, demotions, and
terminations or a combination thereof regardless of whether such action was
intended as a means to maintain labor discipline.
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IV. FORCED LABOR (F)
WORKPLACE CODE PROVISION: There shall be no use of forced labor, including

prison labor, indentured labor, bonded labor or other forms of forced labor.
F.1 General Compliance Forced Labor

concerning the prohibition of forced labor and human trafficking.
F.2 Freedom in Employment

All workers shall have the right to enter into and to terminate their employment
freely.
F.3 Debt/Bonded Labor

Employers shall not bind workers to employment as a condition of fulfilling terms
of a debt to a third party or to the employer.
F.4 Freedom of Movement

F.4.1 If workplace entrances are locked or guarded to prevent nonemployee access to
the premises for security reasons, workers shall have free egress at all times,
subject to work rules.
F.4.2 No employment term shall confine or restrict employees' freedom of movement.
F.5 Employer Controlled Residence

F.5.1 Employers shall not require workers to live in employer-owned or -controlled
residences as a condition of recruitment, continued employment or to receive the
same terms of employment and working conditions as other workers in the same
position.
F.5.2 Employers shall not subject workers to any undue influence to persuade workers
to live in such residences.
F.6 Freedom of Movement/Employer Controlled Residence

The freedom of movement of workers who live in employer-owned or -controlled
residences shall not be unreasonably restricted.
F.7 Freedom of Movement/Workers Ability to Terminate

Employers shall not utilize practices that restrict workers freedom of movement
or ability to terminate his or her employment. Examples of such practices
include, but are not limited to:
F.7.1 (the threat of) physical or mental coercion;
F.7.2 requiring deposits;
F.7.3 imposing financial penalties;
F.7.4 requiring recruitment fees;
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F.7.5 setting production targets or piece rates at such a level that workers need to work
beyond regular working hours (excluding overtime) as set under the FLA
Workplace Code in order to make the legal minimum wage or the prevailing
industry wage; and
F.7.6 denying and hampering access to, and renewal of, identity papers and/or work
permits or any other personal legal (identification) documents.
F.8 Forced Overtime

The imposition of overtime where workers are unable to leave the work premises
constitutes forced labor.
F.9 Personal Workers Identification and Other Documents

F.9.1 Workers shall retain possession or control of their passports, identity papers,
travel documents, and other personal legal documents.
F.9.2 Employers may obtain copies of original documents for record-keeping purposes.
F.10 Storage for Employee Documents

Employers shall provide at employee request secure storage for employees
documents such as passports, identity papers, travel documents, and other
personal legal documents. Such storage shall be freely accessible to workers.
F.10.l Employers shall not withhold any such documents or restrict workers' access to
them for any reason whatsoever, including in order to ensure that workers shall
remain in employment in the workplace.
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V. CHILD LABOR (CL)
WORKPLACE CODE PROVISION: No person shall be employed under the age of 15 or

under the age for completion of compulsory education, whichever is higher.
Com oljaoce Benchmarks
CL.1 General Compliance Child Labor

concerning the prohibition of child labor.
CL.2 Child Labor

Employers shall not employ anyone under the age of 15 or under the age for
completion of compulsory education, whichever is higher.
CL.3 Government Permits and Parental Consent Documentation

Employers shall abide by all relevant rules and procedures where the law requires
government permits or permission from parents as a condition of employment,
and shall keep documentation on-site for inspection at all times.
CL.4 Employment of Young Workers

Employers shall comply with all relevant laws that apply to young workers (e.g.
those between the minimum working age and the age of 18), including regulations
related to hiring, working conditions, types of work, hours of work, proof of age
documentation, and overtime.
CL.5 Hazardous Work for Young Workers

No person under the age of 18 shall undertake hazardous work, i.e. work which,
by its nature or the circumstances in which it is carried out, is likely to harm the
health, safety or morals of persons under the age of 18.
CL.6 Young Workers Identification System

Employers shall have a system for identifying work stations and operations that
are inappropriate for young workers according to applicable laws.
CL.7 Apprenticeships and Vocational Training/Minimum Working Age

Apprentices or vocational students shall not be under the age of 15 or under the
age for completion of compulsory education, whichever is higher.
CL.8 Apprenticeships and Vocational Training/Legal Compliance

Employers shall comply with all regulations and requirements of apprentice or
vocational education programs, and shall be able to document to monitors that
these are legally recognized programs. Informal arrangements of any kind are not
acceptable.
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VI. FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING (FOA)
WORKPLACE CODE PROVISION: Employers shall recognize and respect the right of
employees to freedom of association and collective bargaining.
Compliance Bepchmarks
FOA.1 General Compliance Freedom of Association

concerning freedom of association and collective bargaining.
FOA.2 Right to Freely Associate

Workers, without distinction whatsoever, shall have the right to establish and to
join organizations of their own choosing, subject only to the rules of the
organization concerned, without previous authorization. The right to freedom of
association begins at the time that workers seeks employment and continues
through the course of employment, including eventual termination of
employment, and is applicable as well to unemployed and retired workers.
FOA.3 Legal Restriction/Alternative Means

When the right to freedom of association and collective bargaining is restricted
under law, employers shall not obstruct legal alternative means of workers
association.
FOA.4 Anti-Union Violence/Harassment or Abuse

FOA.4.1 Employers shall not use any form of physical or psychological violence, threats,
intimidation, retaliation, harassment or abuse against union representatives and
workers seeking to form or join an organization of their own choosing.
FOA.4.1.1 Such practices shall not be used against workers' organizations or
workers participating or intending to participate in union activities,
including strikes.
FOA.5 Anti-Union Discrimination/Dismissal, Other Loss of Rights, and Blacklisting

FOA.5.1 Employers shall not engage in any acts of anti-union discrimination or retaliation,
i.e. shall not make any employment decisions which negatively affect workers
based wholly or in part on a workers' union membership or participation in union
activity, including the formation of a union, previous employment in a unionized
facility, participation in collective bargaining efforts or participation in a legal
strike.
FOA.5.1.1 Employment decisions include: hiring; termination; job security;
job assignment; compensation; promotion; downgrading; transfer;
(vocational) training; discipline; and assignment of work and
conditions of work including hours of work, rest periods, and
occupational safety and health measures.
FOA.5.1.2 The use of blacklists used to contravene the exercise of the right to
freedom of association, for instance blacklists based on union
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membership or participation in union activity, also constitutes anti-
union discrimination.
FOA.6 Restoration of Workers Rights/Reinstatement

Workers who have been unjustly dismissed, demoted or otherwise suffered a loss
of rights and privileges at work due to an act of union discrimination shall, subject
to national laws, be entitled to restoration of all the rights and privileges lost,
including reinstatement, if they so desire.
FOA.7 Protection of Union Representatives

Employers shall comply with all relevant provisions where national laws provide
special protection to workers or worker representatives engaged in a particular
union activity (such as union formation) or to worker representatives with a
particular status (such as founding union members or current union office
holders).
FOA.8 Production Shift/Workplace Closure

FOA.8.1 Employers shall not (threaten to) shift production or close a workplace site in an
attempt to prevent the formation of a union, in reaction to the formation of a
union, in reaction to any other legitimate exercise of the right to freedom of
association and collective bargaining, including the right to strike, or in an effort
to break up a union.
FOA.8.2 If a workplace is closing and there is a dispute that the closure was done to
prevent or hamper the legitimate exercise of the right to freedom of association,
employers shall provide proof that can be assessed by a third party to determine
the validity of the reasons given for closure.
FOA.9 Severance Pay

Employers shall not offer or use severance pay in any form or under any other
name as a means of contravening the right to freedom of association, including
attempts to prevent or restrict union formation or union activity, including strikes.
FOA.10 Employer Interference

Employers shall refrain from any acts of interference with the formation or
operation of workers' organizations, including acts which are designed to
establish or promote the domination, financing or control of workers'
organizations by employers.
FOA.11 Employer Interference/Constitution, Elections, Administration, Activities

and Programs
Employers shall not interfere with the right of workers to draw up their
constitutions and rules, to elect their representatives in full freedom, to organize
their administration and activities, and to formulate their programs.
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FOA.12 Employer Interference/Registration
Employers shall not attempt to influence or interfere in any way, to the detriment
of workers' organizations, with government registration decisions, procedures and
requirements regarding the formation of workers' organizations.
FOA.13 Employer Interference/Favoritism

FOA.13.1 Employers shall not interfere with the right to freedom of association by favoring
one workers' organization over another.
FOA.13.1.1 In cases where a single union represents workers, employers shall
not attempt to influence or interfere in any way in workers' ability
to form other organizations that represent workers.
FOA.14 Employer Interference/Police and Military Forces

Employers shall not in any way threaten the use of or use the presence of police or
military, to prevent, disrupt or break up any activities that constitute a peaceful
exercise of the right to freedom of association, including union meetings,
assemblies and strikes.
FOA.15 Facilities for Worker Representatives

Worker representatives shall have the facilities necessary for the proper exercise
of their functions, including access to workplaces.
FOA.16 Right to Collective Bargaining/Good Faith

FOA.16.1 Employers shall recognize the rights of workers to free and voluntary collective
bargaining with a view to the regulation of terms and conditions of employment
by collective agreements.
FOA.16.2 Employers and worker representatives shall bargain in good faith, i.e. engage in
genuine and constructive negotiations and make every effort to reach an
agreement.
FOA.17 Right to Collective Bargaining/Exclusive Bargaining and Other Recognized

Unions
Employers shall bargain with any union that has been recognized by law or by
agreement between the employer and that union, provided such agreement does
not contravene national law, as a, or the exclusive, bargaining agent for some or
all of its workers.
FOA.18 Right to Collective Bargaining/Unorganized Workers

Employers can only engage in collective bargaining with representatives of
unorganized workers when no workers' organization exists.
FOA.19 Right to Collective Bargaining/Compliance with Collective Bargaining

Agreement
FOA.19.l Employers, unions and workers shall honor in good faith, for the term of the
agreement, the terms of any collective bargaining agreement they have agreed to
and signed.
24
FOA.19.2 Worker representatives and workers shall be able to raise issues regarding
compliance with a collective bargaining agreement by employers without
retaliation or any negative effect on their employment status.
FOA.20 Right to Collective BargainingNalidity of Collective Bargaining Agreement

FOA.20.1 Collective bargaining agreements that have not been negotiated freely, voluntarily
and in good faith shall be considered not applicable.
FOA.20.2 Provisions in collective bargaining agreements that contradict national laws, rules
and procedures or offer less protection to workers than provisions of the FLA
Workplace Code shall also be considered not applicable.
FOA.21 Rights of Minority Unions and their Members

Unions not recognized as a bargaining agent of some or all of the workers in a
facility shall have the means for defending the occupational interests of their
members, including making representations on their behalf and representing them
in cases of individual grievances, within limits established by applicable law.
FOA.22 Right to Strike/Sanction for Organizing or Participating in Legal Strikes

Employers shall not impose any sanction on workers organizing or having
participated in a legal strike.
FOA.23 Right to Strike/Replacement Workers

Employers shall not hire replacement workers in order to prevent or break up a
legal strike or to avoid negotiating in good faith.
FOA.24 Deduction of Union Dues and Other Fees

Employers cannot deduct union membership fees or any other union fees from
workers' wages without the express and written consent of individual workers,
unless specified otherwise in freely negotiated and valid collective bargaining
agreements.
25
VII. HEALTH, SAFETY, AND ENVIRONMENT (HSE)
WORKPLACE CODE PROVISION: Employers shall provide a safe and healthy

workplace setting to prevent accidents and injury to health arising out of, linked with, or
occurring in the course of work or as a result of the operation of employers' facilities.
Employers shall adopt responsible measures to mitigate negative impacts that the
workplace has on the environment.
HSE.1 General Compliance Health, Safety, and Environment

concerning health, safety, and the environment.
HSE.2 Document Maintenance/Workers Accessibility and Awareness

All documents required to be available to workers and management by applicable
laws (e.g. health and safety policies, MSDS, environmental emergency plans)
shall be made available in the prescribed manner and in the local language or
language spoken by the workers, if different from the local language.
HSE.3 Notification and Record Maintenance

HSE.3.1 Employers shall notify the relevant national and/or local authorities of all illnesses
and accidents and environmental emergencies as required by applicable laws.
HSE.3.2 All illness, safety, accident, and emergency reports shall be maintained on site for
at least one year, or longer if required by law.
HSE.4 Permits and Certificates

Employers shall at all times be in possession of all legally required and valid
permits and certificates related to health, safety, and environmental issues, such as
those related to the purchase and storage of chemicals, fire safety inspections,
inspection of machinery, and (chemical) waste disposal.
HSE.5 Evacuation Requirements and Procedure

HSE.5.1 All applicable, legally required or recommended elements of safe evacuation (e.g.
posting of evacuation plans, installation and maintenance of an alarm and
emergency lighting systems, ensuring aisles/exits are not blocked and that
workers are not blocked within their workstations, employee education,
evacuation procedures) shall be complied with.
HSE.5.2 Workers shall be trained in evacuation procedures.
HSE.5.3 Alarm systems shall be regularly tested and evacuation drills shall be undertaken
at least annually.
HSE.5.4 The emergency evacuation plan (EEP) includes procedures for notifying local
community authorities in case of accidental discharge or release of
chemical/waste products or any other environmental emergency.
26
HSE.6 Safety Equipment and First Aid Training
HSE.6.1 All safety and medical equipment (e.g. fire fighting equipment, first aid kits) shall
be available in sufficient numbers throughout the workplace, maintained and
stocked as prescribed, and easily accessible to workers.
HSE.6.2 A sufficient number of workers shall be trained in first aid and fire fighting
techniques.
HSE.7 Personal Protective Equipment

Workers shall be provided at no cost with all the appropriate and necessary
personal protective equipment (e.g. gloves, eye protection, hearing protection,
respiratory protection) to effectively prevent unsafe exposure (e.g. inhalation or
contact with solvent vapors, noise, dust) to health and safety hazards, including
medical waste.
HSE.8 Use of Personal Protective Equipment

Workers shall be provided with training on the use and maintenance of personal
protective equipment.
HSE.9 Chemical Management and Training

HSE.9.1 All chemicals and hazardous substances shall be properly labeled and stored in
secure and ventilated areas and disposed of in a safe and legal manner, in
accordance with applicable laws.
HSE.9.1.1 Labels shall be placed in the local language and the language
spoken by workers, if different from the local language.
HSE.9.2 Workers shall receive training, appropriate to their job responsibilities,
concerning the hazards, risks and the safe use of chemicals and other hazardous
substances.
HSE.10 Material Safety Data Sheets/Workers Access and Awareness

HSE.10.1 Material Safety Data Sheets (MSDS) for all chemicals and hazardous substances
used in the workplace must be available at the usage and storage sites of the
chemicals and hazardous substances, in the local language and the language
spoken by workers, if different from the local language.
HSE.10.2 Workers shall have free access to MSDS.
HSE.11 Chemical Management/Pregnant Women and Young Workers

HSE.11.1 To prevent unsafe exposure to hazardous chemicals and hazardous substances,
appropriate accommodations shall be made for pregnant women and workers
under the age of 18, as required by applicable laws or the provisions of the FLA
Workplace Code, in a manner that does not unreasonably disadvantage workers.
HSE.11.2 If not provided by law, employers must provide protection to workers who allege
violations of accommodations to prevent unsafe exposure to hazardous chemicals
and hazardous substances for pregnant women and workers under age 18.
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HSE.12 Protection Reproductive Health
HSE.12.1 Employers shall ensure that women are not engaged in work that constitutes a
substantial risk to their reproductive health.
HSE.12.2 If not provided by law, employers must provide protection to workers who allege
women are engaged in work that constitutes a substantial risk to their health.
HSE.13 Ventilation/Electrical/Facility Installation and Maintenance

All necessary ventilation, plumbing, electrical, noise and lighting services shall be
installed and maintained to conform to applicable laws and to prevent or minimize
hazardous conditions to workers in the facility.
HSE.14 Machinery Safety, Maintenance and Workers Training

HSE.14.1 All production machinery, equipment and tools shall be properly guarded and
regularly maintained.
HSE.14.2 Workers shall receive training in the proper use and safe operation of machinery,
equipment and tools they use.
HSE.14.3 Employers shall ensure safety instructions are either displayed or posted near all
machinery or are readily accessible to the workers in language(s) spoken by
workers.
HSE.15 Proper Use of Machinery

Employers shall not use negative incentives like monetary penalty schemes to
ensure workers use machinery, equipment and tools safely and properly. Rather,
training on risk awareness, proper machine use, as well as positive incentives like
bonuses should be used.
HSE.16 Workers Refusal to Use Unguarded or Unsafe Machinery

Workers shall not suffer any negative consequences for refusing to work with
machinery, equipment or tools that are not properly guarded or reasonably
considered unsafe.
HSE.17 Ergonomics
HSE.17.1 Workstations, including seating and standing arrangements and reach required to
obtain tools, shall be designed and set-up in such a manner as to minimize bodily
strains.
HSE.17.2 Employers shall train workers in proper lifting techniques, and items such as
lifting belts shall be provided.
HSE.18 Medical Facilities

HSE.18.1 Medical facilities shall be established and maintained in factories as required by
applicable laws.
HSE.18.2 Medical staff shall be fully licensed and recognized under applicable national
rules and regulations.
HSE.18.2.1 An appropriate number of medical staff shall be on duty during all
working hours, including any type of overtime, as required under
national law.
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HSE.18.3 An appropriate stock of medical supplies shall be maintained at all times.
HSE.18.3.1 Medicines of which the expiration date has passed must be
replaced immediately and disposed of in a safe manner.
HSE.19 Sanitation in Workplace Facilities

All facilities including workplace buildings, toilets, canteens, kitchens, and
clinics, shall be kept clean and safe and be in compliance with all applicable laws,
including relevant sanitation, medical, and safety and health regulations.
HSE.20 Toilets
Employers shall establish the number of toilets required under applicable
laws within reasonable distance of the workplace. In addition, the
following should also be considered: number of toilets based on number of
workers, privacy for each individual and gender, accessibility and hygiene.
HSE.21 Toilets/Restrictions
Employers shall not place any undue restrictions on toilet use in terms of time and
frequency.
HSE.22 Food Preparation

HSE.22.1 All food made available to workers shall be prepared, stored, and served in a safe
and sanitary manner in accordance with all applicable laws.
HSE.22.2 All workers handling food must be trained and/or certified to work in the
facility preparing or serving food ..
HSE.23 Drinking Water

HSE.23.1 Safe and clean drinking water shall be freely available at all times, within
reasonable distance of the workplace.
HSE.23.1.1 Drinking water shall be ofa reasonable temperature.
HSE.23 .1.2 The means to drink water (e.g. cups) must be safe and sanitary and
available in an appropriate number.
HSE.24 Drinking Water/Restrictions

Employers shall not place any undue restrictions on drinking water in terms of
time and frequency.
HSE.25 Dormitory Facilities

HSE.25.1 Dormitory facilities should meet all applicable laws and regulations related to
health, safety, and environment, including fire safety, sanitation, risk protection
and electrical, mechanical, and structural safety.
HSE.25.1.1 All dormitories shall be kept secure, clean, and have safety
provisions (e.g. fire extinguishers, first aid kits, unobstructed
emergency exits, emergency lighting).
HSE.25.2 Emergency evacuation drills shall also be conducted at least annually.
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HSE.26 Dormitories Separate From Production Facilities
All dormitory facilities must be structurally sound, in good repair, and located
separately from production, warehouse and hazardous chemical storage areas.
HSE.27 Childcare Facilities/Children on Premises

HSE.27.1 Childcare facilities shall not physically overlap with production areas and children
shall not have access to production areas.
HSE.27.2 Children under the minimum working age shall not be allowed in workplace areas
at any time, unless they are part of a guided school tour or other such unusual
event.
HSE.27.3 Children must not visit parents in workplace areas.
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VIII. HOURS OF WORK (HOW)
WORKPLACE CODE PROVISIONS: Employers shall not require workers to work more
than the regular and overtime hours allowed by the law of the country where the workers
are employed. The regular work week shall not exceed 48 hours. Employers shall allow
workers at least 24 consecutive hours of rest in every seven-day period. All overtime work
shall be consensual.
Employers shall not request overtime on a regular basis and shall compensate all overtime
work at a premium rate. Other than in exceptional circumstances, the sum of regular and
overtime hours in a week shall not exceed 60 hours.
Compliance Bepchmarks
HOW.1 General Compliance Hours of Work

HOW.1.1 Employers shall comply with all national laws, regulations and procedures
concerning hours of work, public holidays and leave.
HOW.1.2 Employers shall have in place practices that conduct regular analysis of hours of
work in their workplaces with a view to progressively reducing excessive hours of
work.
HOW.1.3 Other than in exceptional circumstances, the total weekly work hours (regular
work hours plus overtime) shall not exceed 60 hours per week.
HOW.2 Rest Day

Workers shall be entitled to at least 24 consecutive hours ofrest in every seven-
day period. If workers must work on a rest day, an alternative consecutive 24
hours must be provided within that same seven-day period or immediately
following.
HOW.3 Meal and Rest Breaks

Employers shall provide reasonable meal and rest breaks, which, at a minimum,
must comply with national laws.
HOW.4 Protected Workers (Women and Young Workers)/Regulations on Hours of

Work
HOW.4.1 The workplace shall comply with all applicable laws governing work hours
regulating or limiting the nature, frequency and volume of work performed by
women or workers under the age of 18.
HOW.4.2 If not provided by law, employers must provide protection to workers who allege
violations of laws governing work hours limiting the nature, frequency and
volume of work performed by women or workers under the age of 18.
HOW.5 Protected Workers (Women and Young Workers)/Record Keeping

HOW.5.1 Employers shall maintain necessary records identifying all women workers and
all workers under the age of 18 entitled to legal protection concerning work hours.
31
HOW.5.2 If not provided by law, employers must provide protection to workers who allege
violations of maintenance of records identifying all women workers or workers
under the age of 18 entitled to legal protections concerning work hours.
HOW.6 Maintenance of Reasonable Levels of Staff

Employers' personnel practices shall demonstrate an effort to maintain a level of
staffing that is reasonable in view of predictable or continuing fluctuations in
business demand.
HOW.7 Overtime/Calculation over Period Longer than One Week

Employers are allowed to calculate regular hours of work as an average over a
period of longer than one week, where national laws, regulations and procedures
provide for such a possibility, but only when all formal and procedural
requirements attached to such calculation (for instance, obtaining official
permission from the relevant authorities or limits to the period during which such
calculations can be made) are met. However, the basis for such calculation shall
not exceed 48 hours per week.
HOW.8 Forced Overtime/Exceptional Circumstances

HOW.8.1 Employers shall not require workers to work more than the overtime hours
allowed by the law of the country where the workers are employed.
HOW.8.2 All overtime work shall be consensual.
HOW.8.3 Other than in exceptional circumstances, the sum of regular and overtime hours in
a week shall not exceed 60 hours.
HOW.8.4 Employers shall demonstrate a commitment to reduce overtime.
HOW.8.5 Employers shall enact a voluntary overtime system, including for overtime
mandated to meet exceptional circumstances.
HOW.9 Exceptional Circumstance/Overtime Explanation

HOW.9.1 Employers shall be able to provide explanation for all periods when the
exceptional circumstances exception has been used.
HOW.9.2 Employers shall take reasonable steps to inform workers about the nature and
expected duration of the circumstances sufficiently in advance to allow workers to
make alternative plans.
HOW.10 Public Holidays

Employers shall provide workers with all official public holidays as required
under national laws, regulations and procedures.
HOW.11 Annual Leave

Employers shall provide workers with paid annual leave as required under
national laws, regulations and procedures.
HOW.12 Annual Leave/Determination

HOW.12.1 Employers shall not impose any undue restrictions on workers' use of annual
leave.
32
HOW.12.2 The time at which annual leave is taken is determined by employers in
consultation with workers, taking into account work requirements and the
opportunities for rest and relaxation available to workers.
HOW.13 Annual Leave/Restrictions

Any workplace restrictions or procedures applicable to taking annual leave (e.g.,
requiring a minimum period of service before being allowed to use annual leave,
written requests to be submitted a certain time before the annual leave) must be in
line with national laws, regulations and procedures and must be communicated in
full to all workers.
HOW.14 Annual Leave/Wage Payments

Employers shall provide workers taking annual leave their normal or average
wages for the full period of annual leave in advance, unless specified differently
under national laws, regulations and procedures.
HOW.15 Leave/Retaliation
Employers shall not impose any sanction on workers for requesting or taking any
type of leave, such as annual, sick, or maternity, in line with all applicable rules
and procedures.
HOW.16 Sick Leave

Employers shall provide workers with sick leave as required under national laws,
regulations and procedures.
HOW.17 Sick Leave/Restrictions

Employers shall not impose any undue restrictions on sick leave. Any workplace
restrictions or procedures regarding sick leave (e.g. informing the employer as
soon as possible, the provision of medical certificates, the use of designated
doctors or hospitals) must be in line with national laws, regulations and
procedures and must be communicated in full to all workers.
HOW.18 Calculation of Absences

Absences from work for reasons beyond the control of workers, such as sick leave
or periods during which workplace operations are suspended, shall not be counted
as annual leave nor shall they be deducted from calculations concerning length of
service, unless specified differently under national laws, regulations and
procedures.
HOW.19 Suspension of Work

HOW.19.1 Employers can only suspend work in accordance with national laws, regulations
and procedures.
HOW.19.2 Workers shall be paid in full during periods of suspension, unless national laws
stipulate otherwise, workers and their representative organizations agree
otherwise, or the relevant national authorities authorize the alternative
arrangement.
33
IX. COMPENSATION (C)
WORKPLACE CODE PROVISIONS: Every worker has a right to compensation for a

regular work week that is sufficient to meet the worker's basic needs and provide some
discretionary income. Employers shall pay at least the minimum wage or the appropriate
prevailing wage, whichever is higher, comply with all legal requirements on wages, and
provide any fringe benefits required by law or contract. Where compensation does not
meet workers' basic needs and provide some discretionary income, each employer shall
work with the FLA to take appropriate actions that seek to progressively realize a level of
compensation that does.
C.1 General Compliance Compensation

concerning the payment of compensation to workers.
C.1.1 In any case where differences or conflicts in national law and FLA Workplace
Code arise, employers are expected to apply the highest standard.
C.1.2 In any case where national laws, regulations and procedures do not address the
payment of compensation to workers, employers shall follow all standards in the
FLA Workplace Code that apply to administration and payment of compensation
and shall provide an employment contract that includes stipulation of
compensation payment to workers.
C.1.3 Where compensation for a regular work week is not sufficient to meet workers'
basic needs and provide some discretionary income, each employer shall work
with the FLA to take appropriate actions that seek to progressively realize a level
of compensation that does.
C.1.4 If not provided by law, employers must provide protection to workers who allege
violations of compensation laws, regulations, and procedures.
C.2 Minimum Wage

Employers shall pay workers at least the legal minimum wage or the prevailing
industry wage, whichever is higher, for regular working hours (not including
overtime). Workers should also be informed about the legal minimum wage.
C.3 Training and Probation Wage

Where probationary or training employment is legally allowed, the wage shall not
be below the legal minimum and no workers shall work more than three months
cumulatively in those employment categories.
C.4 Timely Payment of Wages

All wages, including payment for overtime, shall be paid within legally defined
time limits. When no time limits are defined by law, compensation shall be paid
at least once a month.
34
C.5 Accurate Calculation, Recording, and Payment of Wage
All payments to workers, including hourly wages, piecework, fringe benefits and
other incentives shall be calculated, recorded, and paid accurately.
C.6 Accurate Length of Service Calculation

All workers shall be credited with all time worked for an employer for purposes
of calculating length of service and determine the fringe benefits to which
workers are entitled.
C.7 Calculation Basis for Overtime Payments

Employers shall compensate workers for all hours worked.
C.7.1 The factory shall comply with all applicable laws, regulations and procedures
governing the payment of premium rates for work on holidays, rest days, and
overtime.
C.7.2 Employees shall be compensated for overtime hours at such premium rate as is
legally required in the producing country.
C.7.2.1 In those countries where there is no legally established overtime
premium, employees shall be compensated for overtime hours at
the prevailing industry premium rate or at the internationally
recognized overtime rate, whichever is higher.
C.7.3 Employers shall not set production targets, piecework, or any other incentive or
production system at such a level that the payment for overtime work performed
is less than the premium pay required by law or the FLA Workplace Code.
C.8 Overtime Wage Awareness

Workers shall be informed, orally and in writing, in language(s) spoken by
workers about overtime wage rates prior to undertaking overtime.
C.9 Nonpayment of Incentives

Regardless of any production quotas, incentives shall not be reduced or not paid if
the result shall be wages below the legal minimum wage or the prevailing
industry wage, whichever is higher.
C.10 Deposit of Legally Mandated Deductions

C.10.1 All legally mandated deductions for taxes, social insurance, or other purposes
shall be deposited each pay period in the legally defined account or transmitted to
the legally defined agency. This includes any lawful garnishments for back taxes,
etc.
C.10.1.l Employers shall not hold over any of these funds from one pay
period to the other unless the law specifies that deposits are to be
made less frequently than pay periods (e.g. monthly deposits,
weekly pay).
C.10.1.2 If the law does not specify, then deposits shall be made before the
next pay period in all cases.
35
C.11 Voluntary Wage Deductions
C.11.1 Voluntary wage deductions for savings clubs, loan payments, etc. can only be
made with the express and written consent of workers and fall within the limits
and conditions specified by law.
C.11.1.1 Written consent shall be documented in employee files.
C.11.2 All such voluntary deductions shall be credited to proper accounts and funds shall
not be held illegally or inappropriately by employers.
C.12 Voluntary Wage Deduction/Workers Access to Information

Workers shall have access to regular and full information concerning the status of
relevant accounts and the status and level of their payments thereto.
C.13 Pay Statement

Employers shall provide workers a pay statement each pay period and not less
frequently than once a month, which shall show:
C.13.1 earned wages,
C.13.2 wage calculations,
C.13.3 total number of hours worked,
C.13.4 regular and overtime pay,
C.13.5 bonuses,
C.13.6 all deductions, and
C.13.7 final total wage.
C.14 Compensation Receipt

C.14.1 All compensation records, including wages and fringe benefits whether in cash or
in-kind, must be properly documented and their receipt and accuracy must be
confirmed by the relevant worker in writing (e.g. signature, thumbprint).
C.14.2 No one can receive wages on behalf of a worker, unless the worker concerned
has, in full freedom, authorized in writing for another person to do so.
C.15 Record Maintenance

Employers shall ensure that all legally required payroll documents, journals and
reports are available, complete, accurate and up-to date.
C.16 False Payroll Records

C.16.1 Employers shall not use hidden or multiple payroll records in order to hide
overtime, to falsely demonstrate hourly wages, or for any other fraudulent reason.
C.16.1.1 Payroll records maintained shall be authentic and accurate.
C.17 Workers Awareness and Understanding of Compensation

C.17.1 Employers shall make every reasonable effort to ensure workers understand their
compensation, including:
C.17 .1.1 the calculation of wages,
C .17 .1.2 incentives systems,
C .17 .1.3 fringe benefits, and
36
C.17.1.4 bonuses they are entitled to at the workplace and under applicable
laws.
C.17.l.5 Employers shall communicate orally and in writing to all workers
all relevant information in the local language or language spoken
by the workers, if different from the local language.
C.18 Employer Provided Fringe Benefits

C.18.1 All workers have a right to use or not to use services provided by employers, such
as housing or meals.
C.18.2 Deductions for services to workers shall not exceed the cost of the service to
employers.
C.18.3 Employers must be able to demonstrate the accuracy or reasonableness of these
charges.
C.19 Compensation Disputes

Employers must establish a system through which workers can dispute
compensation and receive clarifications in this respect in a timely manner.
37
GLOSSARY OF TERMS
APPLICABLE FACILITIES. The facilities producing Applicable Products for a Company or

University Licensee affiliated with the FLA, other than its de minimis facilities.
BASIC NEEDS. The minimum necessary for a worker and two dependents to have access to
resources, including food, safe drinking water, clothing, shelter, energy, transportation,
education, sanitation facilities and access to health care services.
COMPENSATION. Total remuneration, in cash or in kind, payable by the employer to an

employee in return for work done by the latter during a specific time period. Compensation of
employees has two main components:
(a) Wages and salaries payable in cash;
(b) The value of the fringe benefit or social contributions payable by employers: these
may be actual social contributions payable by employers to Social Security schemes
or to private funded social insurance schemes to secure social benefits for their
employees; or contributions by employers providing unfunded social benefits.
DISCRETIONARY INCOME. The amount of a worker's wages available for spending or

saving after basic needs have been met.
EXCEPTIONAL CIRCUMSTANCES. Events or circumstances which substantially disrupt

production and which are out of the ordinary and out of the control of the employer, including
earthquakes, floods, fires, national emergencies, force majeure, or periods of prolonged political
instability. The definition does not include peak production periods, which can be planned for, or
holidays or seasonal fluctuations.
EMPLOYEES. All men and women directly employed or contracted by an employer, including
executives, managers, supervisors, and workers.
EMPLOYER. A person or institution that has the authority to sign contracts, including
employment contracts and to hire and dismiss persons in the workplace. Employers offer wages
or a salary to workers in exchange for the workers' work or labor. Employers are responsible for
implementing the FLA Workplace Code in applicable facilities.
EMPLOYMENT AGENCY. Any person or entity, independent of the public authorities, which
provides services for matching offers of and applications for employment and other services
relating to job seeking, such as the provision of information, or which employs workers with a
view to making them available to a third party.
FRINGE BENEFITS. Remuneration in cash, kind or services in addition to payment for work
done. This takes the form of holidays or leave with pay, social security benefits, medical care,
health services, various allowances and bonuses, and housing, educational or recreational
facilities. Additional benefits may be granted by employer, either on his own initiative or as a
result of collective bargaining.
38
HUMAN TRAFFICKING. Recruitment, transportation, harboring, or receipt of people for the
purposes of slavery, forced labor (including bonded labor or debt bondage), or servitude.
INTERNATIONALLY RECOGNIZED OVERTIME RATE. The internationally recognized

rate of pay for work beyond regular hours. ILO Convention 30, Hours of Work (Commerce and
Offices) Convention, Article 7.4, establishes such rate at no less than one-and-a-quarter times the
regular rate.
MANAGEMENT. Person or persons appointed by the owners or directors of an applicable

facility to supervise or manage its operations.
PIECEWORK. Method of wage payment based on the number of units produced, or any work
for which piece rates are paid.
PIECE RATE. Predetermined amount paid per unit of output to worker under a
piecework incentive plan.
PRECARIOUS EMPLOYMENT. Work arrangement where employment security, which is

considered one of the principal elements of the labor contract, is lacking. This term encompasses
temporary and fixed-term labor contracts, home workers, contract workers, and contingent
workers.
RETRENCHMENT. The permanent dismissal of an employee or employees in order to reduce

the workforce.
WAGE. Payment made for work performed.
LEGAL REQUIREMENTS ON WAGES. All laws and regulations, national and

local, concerning wages, including, but not' limited to, full and on-time payment of wages
for regular and overtime work; provision of benefits, including paid holidays; payment of
social-security contributions; and compliance with prohibitions on discrimination in wage
setting and payment practices.
MINIMUM WAGE. The minimum wage level established by national or local law.
PREVAILING WAGE. The level of wage generally paid in the relevant country or
region of the country for work in the same sector and for comparable levels of
responsibility and experience.
WORKER. All non-management personnel working at an applicable facility.
CONTINGENT WORKER (also known as casual worker). A person who works

occasionally and intermittently. Such workers are employed for a specific number of
hours, days or weeks.
CONTRACT WORKER. Labor supplied by a third-party employment agency.
39
HOME WORKER. A person who carries out work in his or her home or in other
premises of his or her choice, other than the workplace of the employer, for a fixed wage
or piece rate, which results in a product or service as specified by the employer,
irrespective of who provides the equipment, materials or other inputs used.
MIGRANT WORKER. A person who migrates or who has migrated from one country
to another or in some cases between regions or provinces of a country with a specific
purpose of exercising an economic activity from which they will receive a wage.
SPECIAL CATEGORY OF WORKER. The term is specifically intended to identify

workers who are not permanent, or not local, who are in a trainee role, who have special
needs on a temporary or permanent basis (e.g. pregnant, juvenile, disabled workers), or
who fall outside the formal workplace environment (e.g. home workers).
TEMPORARY WORKER. A person with a labor contract of limited or unspecified

duration with no guarantee of continuation.
YOUNG WORKERS. Persons between the minimum working age and the age of 18.
40
Exhibit F
INSURANCE REQUIREMENTS
Without limiting any liabilities or any other obligation of adidas, adidas will purchase and
maintain (and cause its subcontractors to purchase and maintain), until all of their
obligations have been discharged, including any warranty periods under this
Agreement, or are satisfied, insurance against claims for injury to persons or damage to
property that may arise from or in connection with the performance of the work
hereunder by adidas, its agents, representatives, employees or subcontractors.
These insurance requirements are minimum requirements for this Agreement and in no
way limit any indemnity covenants in this Agreement. University does not warrant that
these minimum limits are sufficient to protect adidas from liabilities that might arise out
of the performance of the work under this Agreement by adidas, its agents,
representatives, employees, or subcontractors.
A. Minimum Scope and Limits of Insurance: adidas will provide coverage with limits
of liability not less than those stated below:
1. Commercial General Liability - Occurrence Form. Policy shall include bodily injury,
property damage, personal injury, and broad form contractual liability coverage.
• General Aggregate $2,000,000

• Products - Completed Operations Aggregate $1,000,000
• Personal and Advertising Injury $1 ,000,000
• Blanket Contractual Liability - Written and Oral $1,000,000
• Fire Legal Liability $ 50,000
• Each Occurrence $1,000,000
a. Policy will be endorsed to include the following additional insured language: "The
State of Arizona, its departments, agencies, boards, commissions, universities,
and its officers, officials, agents, and employees, shall be named as additional
insureds with respect to liability arising out of the activities performed by or on
behalf of adidas."
b. Policy will contain a waiver of subrogation against the State of Arizona, its
departments, agencies, boards, commissions, universities, and its officers,
officials, agents, and employees, for losses arising from work performed by or on
behalf of adidas.
2. Automobile Liability. Bodily Injury and Property Damage for any owned, hired,
and/or non-owned vehicles used in the performance of this Agreement.
• Combined Single Limit (CSL) $1,000,000
a. Policy will be endorsed to include the following additional insured language: "The
State of Arizona, its departments, agencies, boards, commissions, universities,
and its officers, officials, agents, and employees, shall be named as additional
insureds with respect to liability arising out of the activities performed by or on
behalf of adidas, involving vehicles owned, leased, hired, or borrowed by adidas."
b. Policy will contain a waiver of subrogation against the State of Arizona, its
behalf of adidas.
c. Policy will contain a severability of interest provision .
3. Worker's Compensation and Employers' Liability. Statutory limits, as amended from

time to time, and in each case no less than the amounts specified below:
Workers Compensation
Employers Liability
• Each Accident $1,000,000
• Disease - Each Employee $1,000,000
• Disease - Policy Limit $1,000,000
a. Policy will contain a waiver of subrogation against the State of Arizona, its
behalf of adidas.
b. This requirement shall not apply to: Separately, EACH contractor or
subcontractor exempt under ARS § 23-901, AND when such contractor or
subcontractor signs the appropriate waiver (Sole Proprietor/Independent
Contractor) form.
4. Professiona l Liability (Errors and Omissions Insurance).

• Each Claim $1,000,000
• Annual Aggregate $2,000,000
a. If the professional liability insurance required by this Agreement is written on a

claims-made basis, adidas warrants that any retroactive date under the policy will
precede the effective date of this Agreement, and that either continuous
coverage will be maintained or an extended discovery period will be exercised for
a period of two (2) years beginning at the time work under this Agreement is
completed.
b. Policy will cover professional misconduct or negligent acts for those positions
defined in the scope of work of this Agreement.
B. Additional Insurance Requirements: All policies will include, or be endorsed to

include, the following provisions (blanket endorsements are not acceptable):
1. The State of Arizona, its departments, agencies, boards, commissions,

universities, and its officers, officials, agents, and employees, wherever
additional insured status is required such additional insured shall be covered to
the full limits of liability purchased by adidas, even if those limits of liability are in
excess of those required by this Agreement.
2. adidas' insurance coverage will be primary insurance with respect to all other
available sources.
3. Coverage provided by adidas will not be limited to the liability assumed under the
indemnification provisions of this Agreement.
C. Notice of Cancellation: With the exception of 1O day prior written notice of

cancellation for non-payment of premium, any changes material to compliance with
this Agreement in the insurance policies above will require 30 days prior written
notice sent directly to Director of Risk Management, Arizona State University, PO
Box 876810, Tempe, AZ, 85287-6810 and shall be sent by United States certified
mail, return receipt requested.
D. Acceptability of Insurers: Insurance is to be placed with duly licensed or

approved non-admitted insurers in the State of Arizona with an "AM. Best" rating of
not less than A- VII. The State of Arizona in no way warrants that the above
required minimum insurer rating is sufficient to protect adidas from potential insurer
insolvency.
E. Verification of Coverage: adidas will furnish University with certificates of

insurance (ACORD form or equivalent approved by the State of Arizona) as
required by this Agreement. The certificates for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf.
All certificates and endorsements are to be received and approved by University

before work commences. Each insurance policy required by this Agreement must
be in effect at or prior to commencement of work under this Agreement and remain
in effect for the duration of this Agreement. Failure to maintain the insurance
policies as required by this Agreement, or to provide evidence of renewal, is a
material breach of contract.
All certificates required by this Agreement must be sent directly to Director of Risk
Management, Arizona State University, P.O. Box 876810, Tempe, AZ, 85287-6810.
University's project or purchase order number and project description shall be noted
on each certificate of insurance. The State of Arizona and/or University reserve the
right to require complete, certified copies of all insurance policies required by this
Agreement at any time.
F. Subcontractors: adidas' certificate(s) shall include all subcontractors as insureds

under its policies or adidas shall furnish to University separate certificates and
endorsements for each subcontractor. All coverages for subcontractors shall be
subject to the minimum requirements identified above.
G. Approval. These insurance requirements are the standard insurance requirements

of University. Any modification or variation from the insurance requirements in this
Agreement will require the approval of the Arizona, Department of Administration,
Risk Management Section.

ASU - Adidas Agreement Effective July 1 2015

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ASU - Adidas Agreement Effective July 1 2015

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LICENSE I SPONSORSHIP AGREEMENT

This License I Sponsorship Agreement ("Agreement"), effective as of July 1,

WHEREAS, SDA operates the University's intercollegiate athletics program

WHEREAS, adidas wishes to supply adidas Products to SDA's Athletic

WHEREAS, University wishes to grant such designations and rights, authorize

NOW, THEREFORE, in consideration of the premises and representations made

The terms below are defined as follows :

B. "adidas Products" means all Products in connection with which, or upon

C. "adidas Trademarks" means any name, logo, symbol, trademark or

D. "Affiliate" means any corporation, partnership, company or any other entity

E. "Authentic Competition Apparel" means all on-field, on-court, sideline,

F. "Coach(es)" means the individual(s) employed by SDA during the Contract

G. "Coach Likeness" means the name, nickname, initials, autographs, voice,

H. "Competitor" means each of the following: Nike, Hurley, Columbia,

I. "Conference" means the intercollegiate athletic conference(s) of which

J. "Contract Territorv" means the entire world. adidas acknowledges and

K. "Contract Year" means any twelve-month period from July 1 to June 30

M. "NCAA" means the National Collegiate Athletic Association.

0. "Performance Apparel" means all apparel with unique fabrications (e.g.,

P. "Products" means all apparel, footwear and accessories of an athletic,

R. "SDA Staff" means, collectively, all Coaches and strength coaches,

T. "Sport Club" means a registered University student organization

U. "Team" means (i) the group of student-athletes attending the University

W. "University Marks" means and includes those names, logos, trademarks,

Contract Year Sponsorship Amount Sponsorship Payment

1- 2015/2016 $1,200,000 $1,200,000

4. Incentive Payments and Activation Investments.

B. adidas shall make the following annual activation investments, either

Contract Year Activation Investment

A. For each Contract Year, adidas agrees to supply University, at no cost, an

Contract Year Product Allotment Sport Club Allotment

B. During each Contract Year, adidas agrees to supply certain mutually

E. adidas represents and warrants that all adidas Products supplied

F. adidas represents and warrants that all adidas Products supplied

G. adidas acknowledges and confirms a shared commitment with University

6. Use of adidas Products.

B. SDA acknowledges that "spatting," taping, or otherwise covering up any

C. adidas agrees to work with any Team member experiencing problems in

7. License to Use University Marks.

C. SDA, on behalf of the Coach of each SDA Athletic Program, grants to

A. If requested to do so by adidas, SDA will allow the Coach of each SDA

B. For each appearance described in subsection 8.A. above:

3. adidas will not schedule any appearance at a time which would

4. No single appearance will exceed twenty-four (24) hours in

Year Guaranteed Minimum Royalty

B. The sale of adidas Products by adidas, except those directly supplied to

C. adidas will not be required to make royalty payments or donations on

D. adidas will remain a current licensee in good standing of the University as

11. Sponsor Benefits Provided bv University; Unrelated Business Income Tax.

A. University will provide the additional Sponsor Benefits as set forth in

B. All Sponsor Benefits and sponsorship recognition opportunities provided

C. All Sponsor Benefits and sponsorship recognition opportunities provided

12. Rights of Termination.

1. Members of any Team fail to wear or use adidas Products as

3. Any Coach fails to perform any material obligations provided for in

4. The NCAA, or any other governing body of intercollegiate sports,

5. The Football or either the Men's or Women's Basketball Team is

6. University or the Football or either Men's or Women 's Basketball

1. adidas is adjudicated insolvent or declares bankruptcy; or

2. adidas breaches any material terms of this Agreement, including

3. adidas materially breaches the FLA Code, as determined by a

C. In the event of any termination by adidas pursuant to subsection 12.A.,

D. Upon expiration or termination of this Agreement, adidas shall cease the