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9-Vendor Agreement


SPORTS AUTHORITY requires each vendor to execute and deliver a new Vendor Agreement in the following form. The Terms and Conditions are part of the Vendor Agreement and are incorporated into it by reference. Please note that once executed, the Vendor Agreement will continue indefinitely until either amended or terminated.

Terms and Conditions

These Terms and Conditions are attached to and constitute a part of the Vendor Agreement between TSA Corporate Services, Inc. ("SPORTS AUTHORITY") and the Vendor named therein ("Vendor"). SPORTS AUTHORITY and Vendor may collectively be referred to as the "Parties". 1. SPORTS AUTHORITY may from time to time issue purchase orders in written, electronic or facsimile form ("Orders") to Vendor or otherwise purchase from Vendor time to time, prior to and during the term of this agreement, certain merchandise (the "Merchandise"). All purchases of Merchandise by SPORTS AUTHORITY from Vendor shall be governed by this Agreement. By signing and returning this Agreement, Vendor hereby agrees that any additional or different terms contained in Vendor's acceptance of any Order or its invoices, billing statements, acknowledgment forms or other related documents shall be of no force or effect and shall not become part of this Agreement unless they are specifically accepted in writing by SPORTS AUTHORITY. None of the terms of any Order, including but not limited to Vendor model number, price, delivery date, shipping instructions or packaging, may be changed without the written consent of SPORTS AUTHORITY or the Vendor. 2. Neither this Agreement nor any Order may be assigned by Vendor without the written consent of SPORTS AUTHORITY. However, Vendor may factor all (but not less than all) of its receivables under this Agreement to no more than one person, provided that such factoring shall not be effective as to SPORTS AUTHORITY until satisfactory written notice thereof is received by SPORTS AUTHORITY. 3. Vendor shall pay all charges for packing, crating and shipping unless SPORTS AUTHORITY expressly agrees to pay such charges. 4. Except for F.O.B. origin Orders, title to the Merchandise ordered hereunder, as well as all risks of loss therefor, shall remain in Vendor until the Merchandise reaches the directed point of destination and is signed for by SPORTS AUTHORITY's authorized representative. For F.O.B. origin Orders, title and risk of loss shall remain in Vendor until the Merchandise is received by the carrier designated by SPORTS AUTHORITY. 5. Unless SPORTS AUTHORITY otherwise agrees in writing, any additional expense resulting from any delay, partial shipment, early shipment, change of routing, variation of cubic density, change of pack or other failure by Vendor to comply with the terms of this Agreement or the applicable Order shall be paid by Vendor.

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6. SPORTS AUTHORITY reserves the right to cancel any Order or any portion thereof, without any liability therefor, at any time prior to 30 days before the start ship date for the Merchandise being canceled. 7. SPORTS AUTHORITY may at any time make changes in written, electronic or facsimile form to any Order, including changes in the drawings or specifications, methods of shipment, warranties, packing, or time or place of delivery at any time prior to 30 days before the start ship date for the Merchandise. If such changes result in an increase or decrease in cost of, or time required for the performance of the Order, an equitable and reasonable adjustment shall be made in the price, delivery schedule or both. If such changes result in an increase in cost or time which is unacceptable to SPORTS AUTHORITY, then SPORTS AUTHORITY at its sole option may cancel its request for such changes. 8. If all or part of any shipment is below sample or standard, defective, violates any express warranty or any warranty implied by law, or is in any other manner contrary to or different from instructions herein stated, SPORTS AUTHORITY, at its discretion at any time, may return to Vendor for full credit or replacement, at SPORTS AUTHORITY's option and at Vendor's risk and expense, including transportation charges both ways, any or all such Merchandise. In addition, if all or any part of any shipment is received late or contains excess quantities, SPORTS AUTHORITY may return the product received late or the excess product within 30 days after receipt. If agreed by SPORTS AUTHORITY and Vendor, SPORTS AUTHORITY may destroy defective Merchandise for credit. The acceptance of any prior similar shipments shall not be considered a waiver of SPORTS AUTHORITY's right to return all or any part of any subsequent shipment so made. SPORTS AUTHORITY shall have the right to impose a service charge for returns of Merchandise pursuant to this section, as set forth in the Vendor Agreement. 9. In the event Vendor has represented that it will publicly advertise certain Merchandise ordered hereunder in accordance with a schedule and if Vendor shall without the prior written approval of SPORTS AUTHORITY fail to advertise such Merchandise strictly in accordance with said schedule, then SPORTS AUTHORITY may assess handling charges and return (freight collect) such Merchandise and receive full credit therefore. 10. All monies due SPORTS AUTHORITY arising from returns of Merchandise or other agreed to allowances carry an implied term of Net Thirty (30) Days. If no Vendor invoice(s) exist to allow deduction within said 30 days, Vendor agrees to remit payment to SPORTS AUTHORITY, unless SPORTS AUTHORITY agrees otherwise in writing. 11. If SPORTS AUTHORITY accepts any advance shipment (other than one requested by it) under any Order, payment terms on such shipment shall be computed from the prescribed shipping date. Terms on shipments not in advance shall begin when Merchandise is received by SPORTS AUTHORITY, except that invoices for Merchandise received on and after the 25th of the month will be considered received as of the first of the following month.

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12. All Merchandise designs, patents, trade names and trademarks which are supplied by SPORTS AUTHORITY or which are distinctive of SPORTS AUTHORITY's private label or licensed label merchandise ("Special Features") shall be the property of SPORTS AUTHORITY and shall be used by Vendor only for SPORTS AUTHORITY. SPORTS AUTHORITY may use Special Features as it sees fit on or with respect to goods manufactured by others. Merchandise with Special Features which is not delivered to SPORTS AUTHORITY for any reason shall not be sold or transferred to any third party without SPORTS AUTHORITY's prior written authorization, and unless and until all labels, tags, packaging and markings making use of the Special Features or otherwise identifying the Merchandise to SPORTS AUTHORITY have been removed. 13. Any tool, die, pattern or equipment furnished or paid for by SPORTS AUTHORITY and used to make any article or part supplied under any Order shall be used solely to produce such article or part for SPORTS AUTHORITY. Any data, drawing, specification, tool, die, pattern, equipment or information concerning SPORTS AUTHORITY's business shall be held by Vendor in strict confidence. Upon termination of all Orders relating to such items, for any reason, all such items, including copies thereof, shall be immediately delivered to SPORTS AUTHORITY. 14. All work performed by Vendor and all materials used in connection with any Order shall be at the risk and expense of Vendor until delivered and accepted by SPORTS AUTHORITY. If any Order calls for work to be performed by Vendor upon any premises owned or controlled by SPORTS AUTHORITY, Vendor shall keep such premises and work free and clear of all liens and shall furnish SPORTS AUTHORITY with any certificate, affidavit or waiver as provided by law. Whenever Vendor has in its possession any of SPORTS AUTHORITY's property, Vendor shall be deemed an insurer thereof and shall be responsible for its safe return to SPORTS AUTHORITY. 15. Vendor shall adhere to the following invoice and shipping policies as well as the other terms and conditions of this Vendor Relationship Guide ("VRG"). The VRG may be modified from time to time by SPORTS AUTHORITY upon delivery of written notice to Vendor. Invoices should be sent via an EDI 810 document. If a paper copy is requested, invoices shall be mailed to and the "Bill To" location shall be: "Sports Authority, 1050 W. Hampden, Englewood, CO 80110, Attn: Accounts Payable." The "Ship To" location shall be designated by the Load Control Center. Each Order shall be invoiced separately, and Vendor shall not duplicate its invoice numbers at any time. Each invoice shall indicate: (a) the "Ship To" location, including store number, (b) the Vendor number assigned by SPORTS AUTHORITY (preferably as part of the "Bill To" address), (c) the valid Order number, (d) the Department number of the shipment, (e) the payment terms, (f) the item number with detailed item description and SKU number for each item and (g) the line item costs (unit quantity shipped, unit cost and extended cost for each item of invoice). In addition, provide a bill of lading or include on invoice: (1) the carrier, (2) the number of cartons, (3) the carrier's PRO number/Load Control number issued by SPORTS AUTHORITY or its agent to Vendor, (4) weight of the shipment and (5) freight terms (FOB destination and either Prepaid, Collect, Vendor Truck or Customer Pick-up). All of the foregoing items must agree with the Order. If Vendor fails to comply with any requirement of this section, Vendor shall be liable for and reimburse SPORTS AUTHORITY for any increased direct and indirect expense thereby incurred by SPORTS AUTHORITY.

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16. Any sums payable to Vendor shall be subject to all claims and defenses of SPORTS AUTHORITY, and SPORTS AUTHORITY may deduct and set off against any such sums all present and future indebtedness of Vendor to SPORTS AUTHORITY. In addition to the foregoing setoff rights between SPORTS AUTHORITY and Vendor, SPORTS AUTHORITY shall be entitled to set off all obligations it owes Vendor, Vendor's divisions, departments, subsidiaries, affiliates and other related entities (the "Related Entities") against any claims SPORTS AUTHORITY may have against any or all of the Related Entities, as if: (i) a debt existed from SPORTS AUTHORITY to the Related Entities or any one of them, (ii) SPORTS AUTHORITY had a claim against the Related Entities or any one of them, and (iii) the debt and the claim are mutual obligations. For the purposes of this section, Vendor and each of the Related Entities expressly consent to the setoff rights afforded herein as they affect the Related Entities. The parties further agree that these setoff rights will be applicable and fully enforceable in the event Vendor or any of the Related Entities commence a voluntary bankruptcy proceeding or become the subject of an involuntary bankruptcy petition under Title 11 of the United States Code. SPORTS AUTHORITY shall provide a copy of the deduction statements for debt it's taken by SPORTS AUTHORITY against Vendor's account by SPORTS AUTHORITY as a result of any deductions or setoffs. Vendor shall be deemed to have accepted each such deduction or setoff unless Vendor, within 90 days of receipt of the deduction statement, notifies SPORTS AUTHORITY in writing as to why a deduction or setoff should not be taken and provides documentation of the reason(s) given. SPORTS AUTHORITY shall not be liable to Vendor for any related interest or late charges pending resolution of the contested setoff. In the event that either a voluntary or involuntary bankruptcy petition is commenced by or against Vendor and/or any of the Related Entities under Title 11 of the United States Code, or under any other federal or state law governing the reorganization, liquidation, assignment for the benefit of creditors, or other similar disposition of Vendor or the Related Entities, Vendor and the Related Entities unconditionally and irrevocably agree that SPORTS AUTHORITY shall be entitled, and Vendor and the Related Entities hereby unconditionally and irrevocably consent, to relief from the automatic stay so as to allow SPORTS AUTHORITY to exercise its rights and remedies under this Agreement, including but not limited to exercising its right of setoff as set forth herein. In such event, Vendor and the Related Entities hereby agree that they shall not, in any manner, oppose or otherwise delay any motion filed by SPORTS AUTHORITY for relief from the automatic stay. The provisions of this section constitute a material inducement for Vendor and SPORTS AUTHORITY to enter into this Agreement. 17. Vendor represents and warrants to SPORTS AUTHORITY, in addition to all warranties implied by law, that the Merchandise and its design, construction, assembly, production, shipment, sale, packaging, labeling, packing, advertising, instructions and warnings or lack thereof, shall (a) be free from defects in design, workmanship and/or materials, including, without limitation, such defects as could create a hazard to life or property, (b) meet all applicable requirements of all applicable U.S. federal, state and local laws and regulations and of all applicable laws and regulations of jurisdictions outside the United States, (c) not infringe or encroach upon SPORTS AUTHORITY's or any third party's personal, contractual or proprietary rights, including, without limitation, patents, trademarks, copyrights, rights of privacy or publicity or trade secrets and (d) conform to all of SPORTS AUTHORITY's specifications and to all articles shown to SPORTS AUTHORITY as Merchandise samples

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18. .Vendor agrees to indemnify, defend and hold harmless SPORTS AUTHORITY, its officers, directors, employees, agents, subsidiaries, successors and assigns (the "Indemnified Parties") from any and all liabilities, costs and expenses (including reasonable attorney's fees) associated with any claim, complaint, charge, penalty, demand, injury, loss or damage that arises as a result of, in whole or in part: (i) any act or omission by Vendor; or (ii) Vendor's breach of any of its representations or warranties under this agreement or provided by law In the event of any claim, suit or proceeding against any Indemnified Party in connection with any of the foregoing, SPORTS AUTHORITY agrees to timely notify Vendor of any such claim, suit or proceeding (but the lack of timeliness of such notice shall not affect Vendor's obligations hereunder except to the extent Vendor is prejudiced by such lack of timeliness). Vendor shall promptly upon receiving notice of such claim, suit or proceeding, assume the defense of the Indemnified Parties at its sole cost, and (whether Vendor assumes such defense or for any reason fails or refuses to assume such defense) Vendor shall pay any and all sums which any Indemnified Party becomes legally obligated to pay as a result of such claim, suit or proceeding. If a material conflict of interest arises with respect to the representation of both Vendor and the Indemnified Parties by Vendor's counsel, Vendor shall also pay the reasonable fees of defense counsel retained directly and solely by SPORTS AUTHORITY. SPORTS AUTHORITY agrees to cooperate with Vendor in the defense or settlement of such claim, suit or proceeding, provided that Vendor shall obtain SPORTS AUTHORITY's prior written consent to any compromise, settlement or consent judgment which affects SPORTS AUTHORITY's rights or interests. Vendor further agrees to pay the reasonable costs and attorney's fees of any Indemnified Party to the extent necessary to enforce such Indemnified Party's rights under this Agreement. 19. Vendor shall purchase and maintain, at its sole cost and expense, Comprehensive General Liability insurance including Products Liability coverage with limits of not less than $1,000,000 Combined Single Limit each occurrence Bodily Injury and Property Damage, General Aggregate $2,000,000 per year. Coverage shall include Broad Form Property Damage, Contractual Liability including Defense Costs, Cross Liability exclusion deleted, Personal/Advertising Liability and shall provide for Waivers of Subrogation in favor of SPORTS AUTHORITY. Vendor agrees to continuously maintain such insurance for the period during which any party may, as a matter of law, be entitled to assert a claim against any Indemnified Party. SPORTS AUTHORITY shall be designated as an Additional Insured and Certificate Holder thereon. The insurance company issuing such policy shall be licensed to transact business in the State of Florida, shall maintain a minimum rating of "A-" Financial Category X by Best's Insurance Key Rating Guide published by A.M. Best Company and shall bear endorsements to the effect that SPORTS AUTHORITY shall be notified not less than thirty (30) days in advance of modification or cancellation thereof (except that such notice shall be 10 days in advance for nonpayment of premium) by certified mail to SPORTS AUTHORITY's Vice President-Loss Prevention, 1050 W. Hampden, Englewood, CO 80110. The policy shall state that it is primary and non-contributory with any other insurance policy that SPORTS AUTHORITY may procure. A renewal certificate evidencing the insurance coverage required pursuant to this Agreement shall be provided to SPORTS AUTHORITY at least thirty (30) days prior to the expiration of the policy. Vendor shall furnish to SPORTS AUTHORITY a certificate of insurance evidencing such insurance within thirty (30) days following commencement of this Agreement. Vendor specifically agrees that the indemnities referenced in this Agreement are not limited to the insurance coverage set forth in this paragraph. Vendor and/or Vendor's representatives', insurers' or agents' failure to comply with the insurance requirements of this Agreement shall be considered a breach of this Agreement.

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20. In addition to any other remedies available to SPORTS AUTHORITY under this Agreement or applicable law, upon Vendor's breach of this Agreement or any Order, SPORTS AUTHORITY at its option and without liability to Vendor, may forthwith cancel any unshipped portion of any Order. 21. Vendor acknowledges that this Agreement has materially induced SPORTS AUTHORITY to purchase Merchandise from Vendor. If any provision(s) of this Agreement or an Order shall be declared by a court of competent jurisdiction to be invalid, such decision shall not affect the validity of any remaining provisions(s) thereof. SPORTS AUTHORITY's waiver of any term or condition of this Agreement or any Order shall not be deemed a continuing waiver, and SPORTS AUTHORITY's failure to demand cure of or cancel or rescind an Order as a result of a prior breach by Vendor shall not be deemed a waiver by SPORTS AUTHORITY of the right to demand cure of or cancel or rescind an Order as a result of any subsequent breach. The rights set forth in this Agreement are cumulative and in addition to those otherwise provided by law. 22. THIS AGREEMENT AND ANY ORDER SHALL BE INTERPRETED AND ENFORCED UNDER AND IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF COLORADO, AND VENDOR SHALL EXERCISE ANY RIGHT OR REMEDY THEREUNDER EXCLUSIVELY IN, AND HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF, THE COURTS OF THE STATE OF COLORADO, ARAPAHOE COUNTY, COLORADO, AND THE UNITED STATES DISTRICT COURT FOR COLORADO.

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8-Vendor Agreement

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