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commissions, taxes, production company fees or other payments to third parties payable by you in connection
with this Agreement or your services hereunder.
7. Exclusivity. During the Term and anywhere in the world, you will not authorize or permit (nor have
you authorized prior to the Term, which authority is still in effect) the use of your Persona (as defined below),
nor will you render any services, give any testimonials or endorsements in any advertising in any medium, nor
engage in any promotional activities in connection with (a) any “Competitive Products” as defined in Exhibit
A, (b) any other manufacturer, distributor, retailer or producer of Competitive Products, or (c) any product or
service that in its advertising or publicity denigrates XXX or its products. However, for purposes of clarity,
this exclusivity/Competitive Products restriction does not apply to the use of your Persona or services in
connection with official team activities.
8. University Marks. The University at Buffalo retains the right to the UB marks and has full autonomy
over if and when the Student Athlete is permitted to use those marks in accordance with their advertising
agreements. The term “School Marks” includes, but is not limited to,
9. Grant of Rights. Subject to the Permitted Parties’ usage rights hereunder, (a) XXX shall have all right,
title and interest in and to the Materials; and (b) you agree that the product of your services hereunder shall be
a work-made-for-hire for XXX for copyright purposes, or if for any reason held not to be work-made-for-hire,
you hereby assign to XXX right, title, and interest in and to such product. In addition, you grant to the Permitted
Parties, subject to the terms and conditions contained herein, the right to use your name, picture, image, likeness,
social-media handle(s), signature, voice and biographical information (collectively, “Persona”) in and in
connection with the Materials and Posts. Without limiting the generality of the foregoing, you also agree that
the Permitted Parties shall have the right to: (a) “tag” you/your social media handle in any social media posts
that are issued by or on XXX’s behalf; and (b) link to and “pull” Posts from your owned/controlled social media
channels onto our website.
10. Representations and Warranties. You represent and warrant that (a) you are 18 years of age or older
and have no criminal record (other than with respect to routine traffic violations not involving alcohol or a
controlled substance); (b) there is nothing in your personal background that would reflect negatively on your
association with XXX; (c) you have the right to enter into this Agreement and have no conflicting commitments
or obligations that would interfere with your ability to perform the services required of you and the rights herein
granted; (d) in the event you make any public statements in connection with this Agreement (including, without
limitation, in the Posts), you shall clearly and conspicuously disclose your affiliation with XXX in accordance
with the Federal Trade Commission Guides Concerning the Use of Endorsements and
Testimonial in Advertising available at http://www.ecfr.gov/cgi-bin/text-
idx?SID=14e8f4d3c876671a54fce164a72f2e3e&node=pt16.1.255&rgn=div5 (as may be updated) (the “FTC
Guides”), in a form to be approved by XXX, and shall incorporate appropriate disclosures in connection
therewith (e.g., #ad or #sponsored); (e) you have all necessary rights to any content provided by you
hereunder (including, without limitation, the Posts, headshot/bio, etc.) and the Permitted Parties’ use thereof
in accordance with this Agreement shall not violate the rights of any party. These rights include the individual
student athletes “UB Obligations,” which include, but are not limited to, the athletes Scholarship Agreement.
Permitted Parties’ must; (f) you shall comply with all reasonable policies provided by XXX; and (f) you will
not engage in any conduct that (i) would disparage, denigrate, portray in an unfavorable light or bring you,
XXX, or XXX’s products into public disrepute, contempt or scandal, or (ii) would injure the success of XXX
or any of XXX’s products (including, without limitation, a public revelation of your disapproval or dislike for
XXX or any of XXX’s products, or your approval or favor towards one or more of XXX’s competitors, as
determined by XXX, in its sole and absolute discretion), but this this does not include athletic performance-
based conduct that results in a reduction in the Student Athlete's playing time, while the Student-Athlete must
make their best efforts to avoid such a situation, the Student Athlete nor the University is responsible for a
loss of revenue to XXX as a result of action taken by the school.