311821 05/30/2017 `� ��'` CITY OF CARMEL, INDIANA VENDOR: 361198
ONE CIVIC SQUARE NIKE USA INC CHECK AMOUNT: S".....500.90'
=q CARMEL, INDIANA 46032 PO BOX 847648 CHECK NUMBER: 311821
'*,,,pN�a DALLAS TX 75284-7648 CHECK DATE: 05/30/17
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N 1 KE G O LF 116/ Customer Number: 272920 Invoice Number: 9904325465
Nike Order Number: 732384869 Invoice Date: 05/17/2017 N
INVOICE Nike Delivery Number: 608085379 Terms: Net 60 9
O
Customer PO No: COLTS Terms begin as of: 05/17/2017 M
Ordered by: Due Date: 07/16/2017 N
DUNS#:05-095-7364 Ordered on: 09/13/2016 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL ._
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314 CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code I Ordered Shipped Unit Price Price
833059-480 NIKE BREATHE BOLD STRIPE M EA 1 1 32.50 42.50 42.50
L EA 2 2 32.50 42.50 85.00
XL EA 2 2 32.50 42.50 85.00
2XL EA 1 1 32.50 42.50 42.50
**Subtotals 6 6 195.00 255.00 255.00
833065-480 NIKE BREATHE STRIPE POLO M EA 1 1 35.00 45.00 45.00
L EA 2 2 35.00 45.00 90.00
XL EA 2 2 35.00 45.00 90.00
2XL EA 1 1 35.00 45.00 45.00
**Subtotals 6 6 210.00 270.00 270.00
833067-480 NIKE BREATHE COLOR BLOCK M EA 1 1 32.50 42.50 42.50
L EA 2 2 32.50 42.50 85.00
XL EA 2 2 32.50 42.50 85.00
2XL EA 1 1 32.50 42.50 42.50
**Subtotals 6 6 195.00 255.00 255.00
833071-480 NIKE ICON ELITE POLO M EA 1 1 32.50 42.50 42.50
L EA 2 2 32.50 42.50 85.00
XL EA 2 2 32.50 42.50 85.00
2XL EA 1 1 32.50 42.50 42.50
**Subtotals 6 6 195.00 255.00 255.00
VAS Customer Charges included in Net Unit Price
All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 /z% per month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection tees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA,Inc.
PO Box 847648
-00002729200104ftllas TX 75284-7648 US
Page 1 of 4
(c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence,Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than$200 to a Nike employee, n
or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return of
favor. 9
LO
9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan,"the Go
NIKE Swoosh logo design,the Jordan"Jumpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes M
V)the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage rn
them,or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks 00N
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of(i)NIKE logos and other trademarks,and(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE,Customer will submit to NIKE,?for its review,any public statements about NIKE or advertising materials bearing NIKE Trademarks,
Product images,athlete images,or Product descriptions.If NIKE does not approve such materials in writing,within five business days,the materials shall be
deemed rejected and Customer shall cease any use of the rejected materials.Customer will not use any marks confusingly similar to the NIKE Trademarks or use
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the NIKE reputation for quality are extremely valuable to NIKE,
and that NIKE does not authorize Customer to sell any damaged or defective NIKE Product. Accordingly,Customer agrees that NIKE Product which may be
damaged or defective,for any reason,shall be,at NIKE's sole election,either returned to NIKE or disposed of according to NIKE's instructions. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY-DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective,NIKE's sole and exclusive liability to Customer will be,
at NIKE's election,if the defect is material,to either(a)replace that defective Product or b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIUENTIAL,INCIDENTAL, KE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR
ANY SPECIAL,WITHIN RECT,SPECIAL,EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY
CUSTOMER ONEOYEAR FRNY OM THHER E EARLIERNOF THEODATE OF DELIVERYOTHER THAN OOF THE NII TO PAY FOR GOODS E PRODUCT OR HE DATE OF THE ORDER GIVIUST BE NG RISE TO
THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED,FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID
NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM,AND FOR ALL OTHER CLAIMS,THE AMOUNT CUSTOMER PAID NIKE WITHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability),or any other theory.
12.MODIFICATION:NIKE may at any time,in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly,Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shallrotect NIKE's
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media,
including bloggin%Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it
is intended for suchh publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials,Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials;Customer hereby grants to NIKE an irrevocable license to use such materials,without
compensation to Customer;and(ii)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect an other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of[he Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs,collection agency fees,expenses,reasonable attorney fees
(whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising
out of the Agreement or out of the relationship between NIKE and Customer,will begoverned by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood,
earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or gift,merger,operation of law,by contract,or otherwise,will be deemed an assignment for
ppuoses of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
1T
E's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any
agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate.
IS.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
0000272920020300
Page 3 of 3
N 1 KE G O LF 116/ Customer Number: 272920 invoice Number: 9904325464
Nike Order Number: 732384869 Invoice Date: 05/17/2017
cli
INVOICE Nike Delivery Number: 608085379 Terms: Net 60 19
0
Customer PO No: COLTS Terms begin as of: 05/17/2017 M
Ordered by: Due Date: 07/16/2017 N
DUNS#:05-095-7364 Ordered on: 09/13/2016 Currency: USD
FEDERAL TAX ID#:93-124-3023
Original Invoice Number:
MAIL TO DELIVER GOODS TO
CITY OF CARMEL CITY OF CARMEL
BROOKSHIRE GOLF CLUB 12120 BROOKSHIRE PKWY
12120 BROOKSHIRE PKWY BROOKSHIRE GOLF CLUB
CARMEL IN 46033-3314 CARMEL IN 46033-3314
Material Customer Product Description Size UOM Quantity Quantity Wholesale Net Unit Total
Product Code Ordered Shipped Unit Price Price
686085-010 THERMA-FIT COVER-UP M EA 1 1 35.00 39.75 39.75
L EA 2 2 35.00 39.75 79.50
XL EA 2 2 35.00 39.75 79.50
2XL EA 1 1 35.00 39.75 39.75
"Subtotals 6 6 210.00 238.50 238.50
686085-480 THERMA-FIT COVER-UP M EA 1 1 35.00 39.75 39.75
L EA 2 2 35.00 39.75 79.50
XL EA 2 2 35.00 39.75 79.50
2XL EA 1 1 35.00 39.75 39.75
'"Subtotals 6 6 210.00 238.50 238.50
VAS Customer Charges included in Net Unit Price
Shipped From: Nike Golf:Memphis
Date Shipped: 05/17/2017
Order Type: At-Once Order
Direct Ship Factory PO#:
Carrier: Federal Express
Mode of Transport: Standard
Incoterms: Free carrier
Weight: 16.670;9.080;
Bill of Lading Number:
Pro number:
Tracking Number: 058413370814318;058413370814325;
Packing list Number: 19343993
Number of Cartons: 2
Special Label Instructions:
Store ID:272920
Wholesale Amount Sales Net of Discount Freight Total
420.00 477.00 23.90 500.90
All Nike USA,Inc.products are sold FCA(Free Carrier-Shipping Point)and payment terms are calculated from invoice date unless specifically noted otherwise by
Nike. A service charge of 1 '/2% per month will be charged on all past due invoices. Anticipation discounts are not allowed. No returns without prior
authorization from Nike. Shortage claims must be made within 30 days of receipt. All collection fees and costs must be paid by purchaser. Detailed terms and
conditions on reverse side of page 1.
Please remit to: NIKE USA,Inc.
PO Box 847648
Dallas TX 75284-7648 US
~000027292001030
Page 1 of 3
(c) Customer has received and reviewed Nike's policy regarding Gifts,Gratuities and Other Payments,available from Nike upon request. Customer shall not
take any action that could reasonably be expected to violate the policy or induce a Nike employee to violate the policy. In particular,but without limiting the
preceding sentence,Customer shall not(a)give a cash gift in any amount to a Nike employee,(b)give a non-cash gift worth more than$200 to a Nike employee, ar
or(c)give a gift of any kind to any relative,friend,associate or charitable organization favored by a Nike employee if there is any implied expectation of a return iCi
favor9.TRADEMARKS:Customer acknowledges NIKE's sole ownership of and exclusive right,title and interest in and to the name"NIKE,"the name"Jordan,"the OD
NIKE Swoosh logo design,the Jordan"Jumpman"logo,and all other trademarks owned by NIKE or its affiliates("the NIKE Trademarks.")Customer recognizes 00
that the NIKE Trademarks possess substantial goodwill and agrees that it will not use or display NIKE Trademarks in a manner that would disparage or damage 0)
them,or represent that it has any ownership in,or attempt to license,the NIKE Trademarks.All goodwill associated with Customer's use of the NIKE Trademarks 00N
will be owned exclusively by NIKE.Customer will comply with NIKE's latest trademark usage guidelines,which NIKE may provide and circulate from time to
time,as well as any other policies governing the use of( NIKE logos and other trademarks,and(ii)product and athlete images and other copyrighted materials.
Upon request by NIKE,Customer will submit to NIKE,ffor its review,any public statements about NIKE or advertising materials bearing NIKE Trademarks,
Product images,athlete images,or Product descriptions.If NIKE does not approve such materials in writing within five business days,the materials shall be
deemed reJ'ected and Customer shall cease any use of the rejected materials.Customer will not use any mark's confusingly similar to the NIKE Trademarks or use i
the NIKE Trademarks in combination with other trademarks.Customer will notify NIKE in writing o any infringement or improper use of the NIKE Trademarks
that comes to its attention. Customer acknowledges and agrees that the NIKE Trademarks and the NIKE reputation for quality are extreme�va luabletoNIKE,
and that NIKEdoesnotauthorizeCustomer tosell anyy damagedordefective NIKE Product. Accordingly,Customer agrees that NIKE Prouctwhich may be
damaged ordefective,for any reason,shall be,at NIKE's sole election,either returned to NIKE or disposed of according toNIKE's instructns. NIKE and its
agents shall have the right to witness such destruction.
10.LIMITED REMEDY-DISCLAIMER OF IMPLIED WARRANTIES:If any Product is defective,NIKE's sole and exclusive liability to Customer will be,
at NIKE's election,if the defect is material,to either(a)replace that defective Product or(b)refund the amount Customer paid NIKE for that defective Product.AS
BETWEEN CUSTOMER AND NIKE,NIKE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,EXPRESS AND IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT.
11.LIMITATION ON DAMAGES AND ACTIONS:NIKE WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT,INTERRUPTION OF BUSINESS OR
ANY SUSTAINED BY
CUSTOMER SPECIAL, ANY OTHER PIE SON.ANY ACTIONINDIRECT(( OTHER THAN FO FDELIVERED)
AILURE TO PAY FOR GOODS MUSEXEMPLARY OR PUNITIVE DAMAGES SUFFEREDT BE COMMENCED
WITHIN ONE YEAR FROM,THE EARLIER OF THE DA'Z'E OF DELIVERY OF THE NIKE PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO
THE CLAIM.IN NO EVENT WILL NIKE'S LIABLITY TO CUSTOMER EXCEED,FOR DEFECTIVE PRODUCT,THE AMOUNT CUSTOMER PAID
NIKE FOR THE PRODUCT GIVING RISE TO THE CLAIM,AND FOR ALL OTHER CLAIMS,THE AMOUNT CUSTOMER PAID NIKE WITHIN THE
THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.These limitations will apply regardless of whether the legal theory of liability for
damages arises under contract,tort(including negligence and strict liability),or any other theory.
12.MODIFICATION:NIKE may at any time:in NIKE's sole discretion,modify its Terms and Conditions of sale.Each Order will be governed by the Terms and
Conditions in effect at the time Customer submits that Order.Accordingly,Customer will review the then-current version of the Terms and Conditions(available at
the Nike.net website,in the catalogue,or by request from NIKE)before placing each Order.An Order that has been accepted by NIKE may be modified only by a
written instrument which expresses an intent to amend,identifies the provision to be amended,and is signed by an authorized representative of NIKE.
13.CONFIDENTIALITY.
A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by NIKE or NIKE's Affiliates,disclosure of which would
cause substantial or irreparable harm to NIKE("Confidential Information.")Confidential Information includes the NIKE's marketing plans,information regarding
future releases of NIKE Product,and any other non-public material disclosed to Customer or to which Customer gains access.Customer shallrotect NIKE's
Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade
secrets,but in any event no less than reasonable care.Customer shall make Confidential Information available only to those employees of Customer who need to
know the information in connection with Customer's business,and shall not disclose Confidential Information to any third party.
B. Publicity Restrictions. Customer will immediately notify NIKE in writing if it receives a request from any third party for an interview or statement about NIKE
or NIKE Products.Customer will not answer questions or give statements about its relationship with NIKE or discuss NIKE Products under circumstances where
Customer knows or has reason to believe that the purpose of the request is to create content for publication in film,television,radio,print or online media,
including bloggin%Customer will not hold itself out as a representative of NIKE in any interview or statement,whether or not it is recorded,and whether or not it
is intended for suchh publication.
C. Idea Submission. If Customer chooses to submit to NIKE or share with NIKE any business plans,product or marketing ideas,or other materials,Customer
agrees that(i)NIKE is not subject to any restrictions in using such materials;Customer hereby grants to NIKE an irrevocable license to use such materials,without
compensation to Customer;and(r)NIKE is under no obligation to use such plans,ideas,or other materials,or to commercially exploit them in any territory.
14.SEVERABILITY\WAIVER\CONSTRUCTION:If a court of competent jurisdiction determines that any provision of the Agreement is invalid or
unenforceable for any reason,that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable
under the circumstances or would frustrate the primary purpose of the Agreement.A party's delay or failure to enforce or insist on strict compliance with any of the
provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement,and a party's waiver of any right related to the Agreement on one
occasion will not waive any other right,constitute a continuing waiver or waive that right on any other occasion.Customer has had the opportunity to consult with
its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney;therefore,no rule of
construction or interpretation that disfavors NIKE or that favors Customer will apply to its interpretation.
15.ATTORNEYS'FEES\GOVERNING LAWWORUM SELECTION:Customer will pay all costs,collection agency fees,expenses,reasonable attorney fees
(whether incurred prior to,at trial or on appeal)incurred by NIKE in connection with the collection of any past due sums.The Agreement,and all disputes arising
out of the Agreement or out of the relationship between NIKE and Customer,will be governed by the laws of the state of Oregon. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.Customer irrevocably consents to the jurisdiction of
the state and federal courts located in the state of Oregon in connection with any action arising out of or in connection with the Agreement and waives any
objection that such venue is an inconvenient forum.Customer will not initiate an action against NIKE in any other jurisdiction.NIKE may bring an action in any
forum.
16.FORCE MAJEURE:If it becomes impossible for either Customer or NIKE to perform its obligations under the Agreement as a result of fire,flood,
earthquake,or other natural disaster,that party's performance may be delayed for the duration of the force majeure event,except that nothing in this Section 16 will
excuse Customer from its payment obligations.
17.RESTRICTION ON ASSIGNMENT:Customer will not assign any right conferred herein by NIKE without the prior written consent of an authorized NIKE
representative.A change of control of Customer by stock sale or gift,merger,operation of law,by contract,or otherwise,will be deemed an assignment for
ppurposes of this Section.Any attempted assignment or delegation by Customer will be void. NIKE may grant,withhold or condition its consent to assignment in
NI E's sole discretion.If NIKE authorizes an assignment or delegation,that authorization will not release Customer from any of its obligations under the
Agreement unless(a)the authorization expressly releases Customer;(b)the assignee or delegate agrees in writing to be bound by the Agreement;and(c)any
agreement between Customer and the assignee or delegate states that NIKE has the right to enforce Customer's rights against the assignee or delegate.
18.SET-OFF:In the event Customer is indebted to NIKE or to any NIKE affiliate,that debt may be offset against credits otherwise owing to Customer to reduce
or eliminate the credit.
19.RELATIONSHIP:The relationship of NIKE and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be
construed to create a partnership,joint venture or any other relationship.
20.ENTIRE AGREEMENT:The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and
supersedes prior and contemporaneous oral and written agreements,commitments and understandings concerning that subject matter.
0000272920020400
Page 3 of 4