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UBIT_CLAUSES

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              RECOMMENDATIONS AND CONTRACT CLAUSES
        TO ADDRESS UNRELATED BUSINESS INCOME TAX (UBIT) ISSUES
                     IN SPONSORSHIP AGREEMENTS


I.    Itemize the Benefits that the University will Provide to the Sponsor

      Purpose:      Make clear the acknowledgments that the Sponsor is receiving

                    Facilitates analysis of whether Sponsor is receiving substantial return
                    benefits in excess of 2% threshold

      Sample        One (1) Sponsor Recognition Sign (10 ft. by 12 ft.) at the FIU
      Clauses:      Baseball Stadium

                    Two (2) passes to the FIU Miami International Film Festival Opening
                    Gala


II.   Retain University Approval of all Graphics and Messages Including Internet
      Hyperlinks

      Purpose:      Ensure that any graphics or messages are simply "acknowledgements"
                    and do not constitute an "advertisement" since advertising payments are
                    subject to UBIT

                    Ensure indemnification by the Sponsor if the Sponsor insists on using a
                    logo that contains a slogan since some slogans may constitute
                    "advertisement"

      Sample        Regardless of the medium (e.g., print, video, audio, electronic or any
      Clauses:      combination thereof), the University shall not display, publish, or
                    distribute any sign, banner, graphic, message, or any other written or
                    visual material from Sponsor which contains a comparative or qualitative
                    description of Sponsor's product, price information or any other
                    indications of savings or value about Sponsor's product, any message
                    that otherwise endorses Sponsor's product or induces one to purchase or
                    use Sponsor's product, or any message that causes Sponsor's payments to
                    not be treated as "qualified sponsorship payments" as that term is defined
                    in Section 513(i) of the Internal Revenue Code and related regulations.
                    All proposed copy or graphics must be submitted by Sponsor to the
                    University no later than [DATE] for approval consistent with the
                    requirements of this paragraph.



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                    AND/OR

                    Notwithstanding the above, upon Sponsor's request, the University may
                    permit Sponsor to use the slogan "_____________" on one or more of its
                    [TYPE OF DISPLAY]. In the event that the Internal Revenue Service
                    (IRS) determines that the payments by Sponsor to University are taxable
                    as unrelated business income due to the use of the slogan, Sponsor
                    agrees to indemnify and hold harmless the University from any income
                    tax, and any penalties and interests finally determined to be due that is
                    directly attributable to Sponsor's payments. The University shall
                    promptly notify Sponsor if the IRS determines that such payments are
                    taxable income, and upon request by Sponsor, and at Sponsor's expense,
                    shall contest such determination, or permit Sponsor to contest such
                    determination in University's name.


III.   Address Unforeseeable UBIT Consequences, Especially in Long-Term Contracts

       Purpose:     Protect University if UBIT laws change, or if the value of the benefit
                    provided to Sponsor increases dramatically, thus increasing our UBIT tax
                    liability

       Sample       The parties both acknowledge that the issue of unrelated business income tax
       Clause:      ("UBIT") liability as a result of entering into this Agreement is of paramount
                    concern to the University, and the University has entered into this
                    Agreement based on its existing understanding of the tax laws and
                    regulations and resulting unrelated business income tax liability as a result of
                    this Agreement. However, if during the Term, the University is subjected to
                    UBIT in an amount which the University deems to materially reduce the
                    value of this Agreement to the University, the University shall have the right
                    to propose an adjustment in the rights granted to Sponsor under this
                    Agreement or to propose an adjustment in the amounts to be paid by Sponsor
                    for the then remaining portion of the Term. In the event the University elects
                    to exercise its right to such adjustment, Sponsor may, at its option, within ten
                    (10) days of receipt of notice of any adjustment, notify the University of its
                    disagreement with the amount of the adjustment. The parties shall then
                    attempt in good faith to resolve the disagreement over such adjustment. If
                    the parties cannot, after good faith negotiations, resolve the matter, the
                    University may terminate this Agreement.




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IV.   If the Agreement includes Advertising, Obligate the Sponsor to Assist University in
      Allocating Separately for Payments Related to Advertising

      Purpose:      Separate the taxable component of the Sponsor's payment from the non-
                    taxable component

      Sample        For each of the advertising activities described in paragraphs ___ through
      Clause:        ___ inclusive, the Sponsor agrees to cooperate with the University in
                    developing a description of the activity, as well as providing any
                    supporting documentation, and a dollar value for each activity in order to
                    comply with Internal Revenue Code Section 513 (i) (3) allocation rules.

V.    If the Sponsor wants Permission to Use University Trademarks (such as Logos, Mascots,
      and Symbols), execute a Separate Licensing Agreement

      Purpose:      Treat separately any licensing arrangements with the Sponsor since Sponsor
                    payment(s) for the License are royalties, which are also not subject to UBIT
                    tax

      Sample        Contact Office of the General Counsel to Obtain University's Standard
      Clause:       Licensing Agreement




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