NON-EXCLUSIVE MERCHANDISING AGREEMENT

THIS NON-EXCLUSIVE MERCHANDISING AGREEMENT (this “Agreement”) is made and

entered as of ___________________, 20__ (the “Effective Date”), by and between Limelight Apparel
Branding and Merchandising LLC, a Florida limited liability company (“Limelight Apparel”), and
______________________________ (“Athlete”), each being referred to individually as a “Party,” and
collectively as the “Parties” throughout this Agreement.

WHEREAS, Athlete desires to engage Limelight Apparel, on a non-exclusive basis, for the
purpose of designing, creating and selling custom clothing (“Athlete Apparel”), including but not limited
to fulfilling responsibilities related to the production, sale and order fulfillment of the Athlete Apparel, for
and on Athlete’s behalf (the “Merchandising Services”);

WHEREAS, the Parties acknowledge that this Agreement is intended to be a non-exclusive

arrangement between the Parties, provided, that any Athlete Apparel designed and/or created by Limelight
Apparel shall remain the sole property of Limelight Apparel as further set forth herein; and

WHEREAS, this Agreement sets forth certain terms and conditions pursuant to which Limelight
Apparel shall provide the Merchandising Services;

NOW, THEREFORE, in consideration of the mutual promises and conditions contained in this
Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the Parties hereby agree as follows:

1. Term. The initial term of this Agreement shall commence on the Effective Date and shall remain in full
force and effect for a period of one (1) year following the Effective Date, and shall automatically
renew for successive one (1) year periods (each a “Term”) unless either Party gives written notice of
nonrenewal at least thirty (30) days before expiration of the then-current Term. Notwithstanding the
foregoing, this Agreement shall automatically terminate on the date Athlete is no longer considered an
intercollegiate athlete and/or permanently elects to no longer participate in athletic competition at
Athlete’s university.

2. Territory. The territory in which Limelight Apparel shall provide the Merchandising Services
hereunder shall be worldwide (the “Territory”).

3. Grant of License. During the Term, Athlete grants Limelight Apparel the worldwide, royalty-free,
sublicensable, non-exclusive, right and license to use Athlete’s name, image, likeness, Athlete
Intellectual Property (as defined in Section 8), biographical details, logos, and all other indicia of
identity specified and/or associated with Athlete (“Athlete’s NIL Rights”), throughout the Territory,
solely in connection with Limelight Apparel’s performance of the Merchandising Services and
performance under this Agreement. All materials bearing Athlete’s NIL Rights and submitted by
Athlete shall be deemed approved for use in accordance with the terms set forth in this Agreement.
Athlete reserves all rights in Athlete’s NIL Rights not granted to Limelight Apparel under this
Agreement. All rights granted hereunder shall immediately terminate following the termination of this
Agreement unless otherwise set forth in this Agreement.

4. Merchandising Services. During the Term, Limelight Apparel agrees to do the following for and on
 behalf of Athlete:
a. Apparel Merchandising: Limelight Apparel shall seek out opportunities to promote and
sell Athlete Apparel, including rights to sub-license others to create, manufacture, market
and/or sell Athlete Apparel. Except as otherwise set forth herein, these rights regarding
Athlete Apparel are non-exclusive during the Term.

b. Start-up Costs: Subject to Section 5.a., Limelight Apparel shall fund all start-up costs
associated with the creation and/or development of Athlete Apparel (including, but not
limited to, shipping expenses, IP application costs and apparel development) (“Start-up
Costs”). All Start-up Costs shall be approved by Limelight Apparel in its sole discretion.

5. Compensation. Athlete shall receive fifteen percent royalty (15%) of the Gross Revenue from the sale
of Athlete Apparel. For purposes of this Agreement “Gross Revenue” shall mean the total revenue
received from the sale of Athlete Apparel.

6. FTC Guidelines. Athlete and Limelight Apparel shall comply with all applicable laws, rules and
regulations, including the Federal Trade Commission’s “Guides Concerning the Use of Endorsements
and Testimonials in Advertising”, as amended. Specifically, all social media posts (and any other posts
or public statements related to Limelight Apparel) made by or on behalf of Athlete shall clearly and
conspicuously disclose Athlete’s material connection with Limelight Apparel by including necessary
disclosure statements (eg, #ad, #sponsored, #LimelightApparelAthlete, or other disclosure provided
by Limelight Apparel).

7. Intellectual Property.

a. Ownership: Athlete retains all right, title and interest in and to Athlete’s NIL Rights,
including, but not limited to, trademarks, logos (and the goodwill associated therewith),
and copyrights related thereto (“Athlete Intellectual Property”). In no event shall
Limelight Apparel register or attempt to register in any country any materials relating to
Athlete Intellectual Property, except at the direction of and with the express permission of
Athlete; provided, that Athlete does not have any right, title and interest in any materials
or works (including, without limitation, advertising, marketing or promotional materials,
contracts or forms) or other intellectual property of Limelight Apparel which were created
or developed by or for Limelight Apparel and do not include any Athlete Intellectual
Property.

b. Work for Hire: Notwithstanding anything contained to the contrary herein, all original
works of authorship containing Athlete Intellectual Property, including without limitation
designs, drawings, artwork, concepts and deliverables created or developed by Limelight
Apparel pursuant to this Agreement (collectively, the “Works”), shall constitute "works
made-for-hire" for Athlete under the United States and international copyright laws. If, for
any reason, the Works are determined not to be “works made for hire” or such doctrine is
not effective, then Limelight Apparel hereby irrevocably assigns, conveys and otherwise
transfers to Athlete, all right, title and interest worldwide in and to the Works.
8. Termination. Upon the occurrence of any of the following events, in addition to all other remedies
available at law or equity (it being understood that all such remedies shall be cumulative in nature),
either Party may elect to terminate this Agreement upon written notice to the other Party:
 a. Material Breach: A Party materially breaches any representation, warranty, duty,
obligation or covenant in this Agreement and such Party fails to cure such breach, if
susceptible to cure, within thirty (30) days of the occurrence of such breach.

b. Buyout: In the event Athlete is approached to enter into a licensing, endorsement or

marketing agreement with a third party requiring Athlete’s exclusive performance of
services and/or grant of NIL Rights pertaining thereto (“Third Party Retailer”), either
Party may terminate this Agreement upon mutual written agreement setting forth the
terms and conditions buying out Limelight Apparels rights granted under this Agreement
(“Buyout”) at an amount which shall be mutually negotiated between the Parties in good
faith, and shall be at a minimum equal to the amount of Start-up Costs associated with the
services provided by Limelight Apparel hereunder. In the event an agreement surrounding
the Buyout is not reached, Athlete shall have no right to terminate this Agreement for the
purpose of providing services for and on behalf of such Third Party Retailer, and any such
performance of services for a Third Party Retailer shall be deemed a material breach of
this Agreement.

Additionally, Limelight Apparel may terminate this Agreement, effective upon written notice to
Athlete and without penalty or further obligation, upon the occurrence of any of the following:

a. Morals Clause: If (a) Athlete commits or is alleged to have committed any criminal act or
other act involving moral turpitude, illegal drugs, sexual misconduct or felonious
activities; (b) Athlete commits any act or becomes involved in any situation or occurrence
which brings either Party into public disrepute, contempt, scandal or ridicule, or which
shocks or offends the community or any group or class thereof, or which reflects
unfavorably upon the terminating party; or (c) Athlete takes any action (other than legal
action arising out of this Agreement) or makes or authorizes statements in derogation of
Limelight Apparel and such actions or statements become public.

Athlete acknowledges that in the event this Agreement is terminated pursuant to Athlete’s
violation of the Morals Clause contained herein, Athlete shall reimburse all Start-up Costs
incurred by Limelight Apparel up to the date of termination, in addition to all other
damages (at law or equity) to which Limelight Apparel may be entitled.

b. NCAA Rules or Laws Violation: If (i) Limelight Apparel, in its sole and absolute
discretion, determines or becomes aware that (a) the existence of this Agreement, entering
into this Agreement and/or performance of this Agreement in any way violates,
contradicts or is otherwise affected by NCAA Rules and/or Athlete’s applicable university
(“Institution”) policy or rules (collectively, “NIL Policy”), and/or applicable laws
(whether federal, state, or otherwise) (the “Laws”), and/or (b) any requirements,
limitations or provisions contained in any NIL Policy and/or Laws, or the actual or
potential enforcement thereof, renders performance of this Agreement impossible or
impracticable and/or presents a legal or reputational risk to Limelight Apparel. In the
event this Agreement is terminated as a result of any violation (or threatened violation) of
NIL
Policy and/or Laws, Athlete shall reimburse all Start-up Costs incurred by Limelight
 Apparel up to the date of termination, in addition to all other damages (at law or equity) to
which Limelight Apparel may be entitled.

9. Effect of Expiration/Termination. Upon the expiration of termination of this Agreement, (i) all rights
granted by Athlete under this Agreement shall immediately terminate and revert back to Athlete; (ii)
Limelight Apparel shall not be further obligated to provide Merchandising Services on Athlete’s
behalf; and (iii) Limelight Apparel may continue, with approval from athlete, to sell any Athlete
Apparel inventory existing as of the termination date subject to the payment of the Commission
described in Section 5.a.

10. Non-Disparagement. Athlete agrees that at no time during and after the Term will Athlete disparage
Limelight Apparel.

11. Confidentiality. The Parties acknowledge and agree that the terms of this Agreement, and any and all
confidential information regarding a Party or its operations that is disclosed by a Party to the other in
furtherance of this Agreement, including, without limitation, information concerning the Parties’
operating and marketing methods, pricing practices, and sales figures, and any other information
deemed proprietary by the disclosing Party (“Confidential Information”) will be treated as
confidential and will not be disclosed to any third party (except as set forth herein) at any time during
the Term of this Agreement and thereafter or used for any purposes other than for purposes
contemplated by this Agreement.

12. Representations and Warranties. Each Party represents, warrants, and covenants to the other Party
that it has the full right and power to (i) enter into this Agreement, (ii) perform all obligations to be
performed by it hereunder, and (iii) grant all rights hereunder granted, in each case without violating
the legal or equitable rights of any other person or entity. Athlete further represents and warrants:

a. Athlete has the right to grant the rights provided within this Agreement;

b. Athlete’s execution and performance under this Agreement does not violate any agreement
that Athlete may have with any third party;

c. Athlete shall abide by and ensure compliance with all guidelines, policies, or requirements
pertaining to the use of and/or ability to license Athlete’s NIL Rights (including, but not
limited to, NIL Policy and/or Laws); and

d. Athlete represents and warrants that Athlete has not executed a group license agreement
with any association, union, and/or any similar organization.

Neither Party makes any representations or warranties, express or implied, except for the
representations and warranties set forth herein. Limelight Apparel expressly disclaims all other
representations and warranties, express or implied, regarding the performance of Merchandising
Services, including, but not limited to, any implied warranty of merchantability, implied warranty of
fitness for a particular use, or implied warranties arising from course of dealing or course of
performance.
13. Indemnification. Athlete shall defend, indemnify and hold harmless Limelight Apparel, and
Limelight Apparel’s officers, directors, employees, representatives, agents and members, (collectively,
“Limelight Apparel Indemnitees”), from and against any and all claims, suits, losses, damages and
expenses (including reasonable attorney’s fees and expenses), resulting from third party claims made
or suits brought against any Limelight Apparel Indemnitee to the extent based on any action or
omissions by or on behalf of Athlete, including, without limitation, those based upon: (i) Athlete’s
grant of rights under this Agreement; (ii) Limelight Apparel’s use of Athlete’s NIL Rights and/or
Athlete Intellectual Property in accordance with the terms set forth in this Agreement; (iii) any
negligent act, error or omission, or willful misconduct of Athlete, or any third party acting for or on
behalf of Athlete; and/or (iv) Athlete’s breach of any term, condition, representation or warranty
contained in this Agreement (each a “Claim”). If any Claim is brought against a Limelight Apparel’
Indemnitee, Athlete will defend such Claim at Athlete’s sole expense using counsel selected by the
Limelight Apparel Indemnitee. If Athlete fails to take timely action to defend such Claim, the
Limelight Apparel Indemnitee may defend such Claim at Athlete’s expense. Athlete shall cooperate in
all reasonable respects with the investigation, disclosure and defense of any Claim. Athlete will not
settle, compromise or otherwise enter into any agreement regarding the disposition of any Claim
against a Limelight Apparel Indemnitee without the prior written consent and approval of the
Limelight Apparel Indemnitee.

14. Limitation of Liability. Notwithstanding Athlete’s duty to indemnify Limelight Apparel in

accordance with Section 13, in no event shall either Party be liable to the other Party for any special,
exemplary, indirect, incidental, consequential or punitive damages of any kind or nature whatsoever,
whether in an action based on contract, warranty, strict liability, tort (including, without limitation,
negligence) or otherwise, even if such Party has been informed in advance of the possibility of such
damages, or if such damages could have reasonably been foreseen by such Party.

15. Waiver. The failure of either Party to exercise the rights granted to such Party under this Agreement
upon the occurrence of any of the contingencies set forth in this Agreement shall not in any event
constitute a waiver of any such rights upon the occurrence of any additional such contingencies.

16. Notices. Any notice required to be given hereunder shall be given by sending the same by email,
overnight express mail or registered or certified mail, postage prepaid, return receipt requested to the
address stated herein, or to any subsequent address designated by either Party for the purpose of
receiving notices pursuant to this Agreement. All notices shall be deemed validly given: (i) after one
(1) business day if sent via email or overnight express mail, or (ii) after five (5) business days if sent
via registered or certified mail. Notices shall be sent to the following:

If to Athlete: If to Limelight Apparel:

Address: ______________________ Address: ______________________

______________________ ______________________

______________________ ______________________

Email: ________________________ Email: ________________________

17. Press Release; Promotion. The Parties may, upon mutual agreement, issue a press release upon
execution of this Agreement or issue other public marketing and communications materials during the
Term detailing and/or promoting the business arrangement hereunder.

18. Severability. In the event any provision of this Agreement is determined to be invalid by a court of
competent jurisdiction, such determination shall in no way affect the validity or enforceability of any
other provision contained herein.

19. Equitable Relief. Athlete acknowledges that the grant of rights and other performance of services
provided pursuant to this Agreement are personal and unique, and a breach of this Agreement would
cause Limelight Apparel irreparable injury for which there is no adequate remedy at law. In the event
of Athlete’s breach (or threatened breach) of any terms, representations, or warranties contained
within this Agreement, Limelight Apparel will have the right to enforce this Agreement and any of its
provisions by injunction, specific performance or other equitable relief without prejudice to any other
legal or equitable relief to which it may have for Athlete’s breach (or threatened breach) of this
Agreement, and without any obligation to post a bond or other security or to prove damages.

20. Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without regard to conflict of law principles thereof.
Arbitration hearings shall be conducted in Alachua County, Florida. Each Party agrees that binding
arbitration under the Commercial Rules of Arbitration of the American Arbitration Association before
a single arbitrator shall resolve any dispute or controversy arising in connection with this Agreement.
Judgment upon any award may be entered in any court of competent jurisdiction. The decision of the
arbitrator shall be binding and conclusive upon the Parties. In the event of any legal action or
arbitration proceeding brought for the enforcement of this Agreement, the prevailing party shall be
entitled to recover reasonably incurred attorney’s fees and costs. Notwithstanding, this agreement to
binding arbitration shall not prevent either Party from seeking injunctive and/or other equitable relief
from a court of competent jurisdiction.

21. Relationship of the Parties. Nothing contained herein shall constitute or be construed as creating an
employer-employee relationship between the Parties. Athlete expressly acknowledges and agrees that
Limelight Apparel will not withhold any federal, state or local income, unemployment insurance or
social security taxes from any payments made under this Agreement (except where tax withholding is
otherwise required by law), and that it is the responsibility of Athlete to report and pay all income,
unemployment insurance, social security and other taxes on Athlete’s own behalf.

22. No Third-Party Beneficiaries. Nothing contained herein, expressed or implied, is intended or shall be
construed to confer upon or give to any person or entity, other than the Parties and their respective
successors and permitted assigns, any rights or remedies under or by reason of this Agreement. This
Agreement, and all provisions and conditions hereof, are intended to be, and shall be, for the sole and
exclusive benefit of the Parties and their respective successors and permitted assigns, and not for the
benefit of any other person or entity.

23. Force Majeure. In the event that either Party’s performance of any of its respective duties and
obligations under this Agreement is prevented or hindered due to any act of God, Athlete injury or
disability, Athlete’s graduation resulting in automatic termination of this Agreement, fires, strikes,
 labor disputes, accidents, embargoes, riots, floods, earthquakes, wars, pandemic, epidemic,
governmental actions, or other circumstances beyond the control of such Party (each, a “Force
Majeure Event”), then such performance shall wholly or partially be suspended during the period in
which the Force Majeure Event is in existence, and no Party shall be liable to the other Party during
such period owing to such circumstances; provided, in the event a Force Majeure Event persists for a
period of sixty (60) consecutive days, either Party shall have the right to immediately terminate this
Agreement.

24. Assignment. This Agreement and any rights or obligations of Athlete hereunder shall not be assigned
or delegated, whether by transfer, merger, operation of law or otherwise, without Limelight Apparel’
prior written consent. Limelight Apparel may assign and/or sublicense its rights hereunder to any
affiliate or successor entity in the event of a merger, reorganization or sale of Limelight Apparel or
substantially all of its assets, subject to the assignee’s or successor’s assumption of all of Limelight
Apparel’s representations, warranties, covenants and obligations hereunder. All provisions of this
Agreement are binding upon, shall inure to the benefit of, and are enforceable by or against the Parties
and their respective heirs, executors, administrators or other legal representatives and permitted
successors and assigns.

25. Disclosure Requirement. The Parties consent to Limelight Apparel providing a copy of this
Agreement (and any amendments hereto) to the Institution’s athletics compliance department and/or
any third party which Institution identifies as being authorized to process such agreements on
Institution's behalf. At the request of Limelight Apparel, Athlete agrees to facilitate communications
between Limelight Apparel and the Institution and/or compliance department. Athlete shall
immediately notify Limelight Apparel in writing of any determinations rendered by the Institution
and/or compliance department in any way relating to this Agreement.

26. Entire Agreement. This Agreement constitutes the entire understanding between the Parties with
respect to the subject matter of this Agreement and supersedes all prior agreements whether written or
oral. No waiver, modification or addition to this Agreement shall be valid unless made in writing and
signed by the Parties. This Agreement may be executed concurrently in one or more counterparts,
each of which shall be an original, but all of which together shall constitute one and the same
instrument.
 IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date
written above.

ATHLETE LIMELIGHT APPRAREL

Name:_______________________________ Name:_______________________________

Sign:________________________________ Sign:________________________________

Title:________________________________