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NIL Collective Operating Agreement with Athlete Participation Agreement

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NIL COLLECTIVE OPERATING AGREEMENT

WITH ATHLETE PARTICIPATION AGREEMENT, BRAND PARTNER TEMPLATE, AND COMPLIANCE TOOLKIT

Document	NIL Collective Operating Agreement
Prepared For	[________________________________]
Collective Name	[________________________________], LLC
State of Formation	[________________________________]
Formation Date	[__/__/____]
EIN	[________________________________]
Primary Institution	[________________________________]
Conference Affiliation	[________________________________]
Counsel of Record	[________________________________]
Prepared By	[________________________________]
Date	[__/__/____]

Overview and Purpose of This Agreement
Definitions
Formation and Organization
Purpose and Scope of the Collective
Members, Membership Classes, and Voting
Management and Governance
Capital Contributions and Funding
Distributions, Allocations, and Fiscal Matters
Compliance Committee
Athlete Selection Criteria and Onboarding
Payment Protocols
Brand Partner Relations
Content Creation and Intellectual Property
NCAA Compliance Provisions
College Sports Commission (CSC) and NIL Go Compliance
Title IX Compliance and Gender Equity
Revenue Sharing Coordination
Representations, Warranties, and Covenants
Indemnification and Limitation of Liability
Transfer of Membership Interests
Dissolution and Winding Up
Dispute Resolution
General Provisions
Signature Page
- Exhibit A — Athlete Participation Agreement
- Exhibit B — Brand Partner Agreement Template
- Exhibit C — Compliance Monitoring Checklist
- Exhibit D — State NIL Law Comparison Table

1. OVERVIEW AND PURPOSE OF THIS AGREEMENT

This NIL Collective Operating Agreement ("Agreement") governs the formation, management, and operations of [________________________________], LLC (the "Collective" or the "Company"), a limited liability company organized under the laws of the State of [________________________________].

1.1 Background

On July 1, 2021, the NCAA adopted an interim Name, Image, and Likeness policy permitting student-athletes to monetize their personal brands for the first time. Following the landmark House v. NCAA settlement approved on June 6, 2025, the college athletics landscape underwent further transformation, introducing institutional revenue sharing (beginning at approximately $20.5 million per school annually) and establishing the College Sports Commission ("CSC") as an independent oversight body administering the NIL Go clearinghouse in partnership with Deloitte.

NIL collectives emerged as independently organized entities — typically structured as LLCs or, less commonly, nonprofit organizations — that pool resources from boosters, donors, alumni, and commercial sponsors to facilitate legitimate NIL opportunities for student-athletes affiliated with a particular institution. This Agreement establishes the governance framework, compliance architecture, and operational protocols necessary to operate such a collective lawfully and sustainably in the current regulatory environment.

1.2 Collective Model

The Collective shall operate as (select one):

☐ Marketplace Model — Connecting student-athletes with third-party brand partners, earning facilitation fees, and not making direct payments from pooled funds.

☐ Fund Model (Donor-Driven) — Pooling contributions from Members and donors to compensate student-athletes directly for NIL services rendered pursuant to individual Athlete Participation Agreements.

☐ Hybrid Model — Combining marketplace facilitation with direct compensation from pooled funds, maintaining separate accounting for each revenue stream.

☐ Group Licensing Model — Aggregating athlete NIL rights into packages marketed to companies for merchandise, memorabilia, apparel, and related commercial uses, with revenue distributed among participating athletes.

☐ Agency Model — Operating as a representation firm securing NIL opportunities on athletes' behalf, potentially offering upfront marketing guarantees recoupable from subsequent NIL compensation.

1.3 Entity Structure

The Collective is organized as (select one):

☐ For-Profit LLC — Taxed as a partnership (or electing S-corporation or C-corporation status), with no restrictions on the nature or amount of payments to athletes, subject to fair market value requirements.

☐ For-Profit LLC electing S-Corporation taxation — Providing payroll tax efficiencies for Managing Members while maintaining LLC flexibility.

☐ Nonprofit LLC / Unincorporated Nonprofit Association — Organized exclusively for charitable, educational, or community-benefit purposes, with athlete compensation structured as need-based grants or incidental to the exempt purpose. Note: The IRS has determined that most NIL collectives do not qualify for 501(c)(3) tax-exempt status. See Section 8.7.

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Member.

"Athlete" or "Student-Athlete" means any individual enrolled at the Primary Institution who has executed an Athlete Participation Agreement (Exhibit A) with the Collective and is eligible to receive NIL compensation under NCAA rules, CSC requirements, and applicable state law.

"Athlete Participation Agreement" means the agreement attached hereto as Exhibit A, governing the relationship between the Collective and each participating Athlete.

"Board" or "Board of Managers" means the governing body of the Collective as described in Section 6.

"Booster" means any individual who has been identified as a representative of the Primary Institution's athletics interests under NCAA Bylaws, including but not limited to donors, former letterwinners, season ticket holders, and members of booster organizations.

"Brand Partner" means any third-party business, organization, or individual that enters into a commercial arrangement with the Collective or directly with an Athlete through the Collective's facilitation.

"Capital Account" means the individual account maintained for each Member reflecting Capital Contributions, allocations, and distributions.

"Capital Contribution" means any cash, property, or services contributed by a Member to the Company.

"Code" means the Internal Revenue Code of 1986, as amended.

"College Sports Commission" or "CSC" means the independent oversight body established pursuant to the House v. NCAA settlement, responsible for collecting and reporting Division I NIL activity, monitoring compliance, and enforcing NIL-related bylaws.

"Compliance Committee" means the standing committee established under Section 9.

"Compliance Officer" means the individual appointed pursuant to Section 9.2.

"Content" means any photograph, video, audio recording, written material, social media post, livestream, podcast, blog entry, or other media created by or featuring an Athlete in connection with services rendered under an Athlete Participation Agreement or Brand Partner Agreement.

"CSC Clearinghouse" or "NIL Go" means the centralized reporting and review platform operated by Deloitte on behalf of the CSC for evaluating third-party NIL deals exceeding $600.

"Deliverables" means the specific goods, services, content, appearances, or promotional activities an Athlete is obligated to provide under an Athlete Participation Agreement.

"Fair Market Value" or "FMV" means compensation commensurate with rates paid to similarly situated individuals with comparable NIL value who are not prospective student-athletes or enrolled student-athletes at the Primary Institution, as determined using the CSC's 12-point analysis framework.

"Fiscal Year" means the twelve-month period ending on [________________________________].

"Inducement" means any NIL arrangement offered or provided to a prospective student-athlete contingent upon enrollment at, commitment to, or continued attendance at the Primary Institution, in violation of NCAA rules.

"Majority Vote" means the affirmative vote of Members holding more than fifty percent (50%) of the Voting Interests.

"Managing Member" means a Member appointed or elected to serve on the Board of Managers.

"Member" means any individual or entity admitted to the Company as a member in accordance with this Agreement.

"Membership Interest" means a Member's collective rights in the Company, including the right to vote, receive distributions, and access Company information.

"NIL" means Name, Image, and Likeness — the bundle of rights belonging to an individual encompassing their name, photograph, physical likeness, voice, signature, biographical information, and related personal attributes.

"Operating Budget" means the annual budget approved by the Board pursuant to Section 7.4.

"Percentage Interest" means a Member's proportionate ownership of the Company, expressed as a percentage.

"Primary Institution" means the NCAA Division I institution identified in the preamble whose student-athletes the Collective primarily serves.

"Revenue Sharing" means direct compensation paid by an institution to student-athletes under programs authorized by the House v. NCAA settlement, beginning in the 2025–26 academic year.

"Supermajority Vote" means the affirmative vote of Members holding at least seventy-five percent (75%) of the Voting Interests.

"Valid Business Purpose" or "VBP" means a legitimate commercial rationale for an NIL transaction, as defined by the CSC, requiring that: (a) the student-athlete's NIL is being used to promote a good or service offered to the public for profit; and (b) the compensating entity complies with industry-standard NIL practices.

"Voting Interest" means the right of a Member to vote on Company matters, proportional to the Member's Percentage Interest unless otherwise specified.

3. FORMATION AND ORGANIZATION

3.1 Formation

The Company was formed on [__/__/____] by filing Articles of Organization (or Certificate of Formation) with the Secretary of State of [________________________________] in accordance with the [________________________________] Limited Liability Company Act (the "Act").

3.2 Name

The Company shall conduct business under the name [________________________________], LLC, or such other trade names or d/b/a designations as the Board may approve.

3.3 Registered Agent and Office

The Company's registered agent and registered office shall be:

Registered Agent: [________________________________]
Registered Office: [________________________________]
City, State, ZIP: [________________________________]

3.4 Principal Office

The principal office of the Company shall be located at:

[________________________________]
[________________________________]
[________________________________]

3.5 Term

The Company shall continue in perpetuity unless dissolved in accordance with Section 21 of this Agreement or as required by law.

3.6 Filings

The Board shall cause to be filed all certificates, notices, statements, and other instruments required by law for the formation and operation of the Company in all jurisdictions where the Company conducts business.

4. PURPOSE AND SCOPE OF THE COLLECTIVE

4.1 Purposes

The Company is organized and shall be operated for the following purposes:

(a) To facilitate legitimate, fair-market-value Name, Image, and Likeness opportunities for student-athletes at the Primary Institution in full compliance with NCAA rules, CSC requirements, and applicable federal and state law;

(b) To establish and maintain relationships with Brand Partners seeking endorsement, promotional, appearance, and content-creation services from student-athletes;

(c) To pool capital contributions, donations, sponsorship revenues, and other funds for the purpose of compensating student-athletes for NIL services rendered;

(d) To educate student-athletes on financial literacy, brand development, contract negotiation, tax obligations, and professional development;

(e) To promote community engagement through charitable appearances, youth mentorship, and public service initiatives featuring student-athletes;

(f) To coordinate with the Primary Institution's athletics compliance department to ensure all Collective activities comply with institutional policies, conference rules, and NCAA bylaws;

(g) To submit all required disclosures, contracts, and valuations to the CSC through the NIL Go clearinghouse platform;

(h) To engage in any other lawful activity related to the foregoing purposes.

4.2 Prohibited Activities

The Company shall NOT engage in any of the following:

(a) Pay-for-Play — Compensating any athlete solely for athletic performance, participation on a team roster, playing time, or statistical achievement;

(b) Inducement — Offering, promising, or providing NIL compensation contingent upon a prospective student-athlete's enrollment at, recruitment to, or continued attendance at the Primary Institution;

(c) Transfer Inducement — Using NIL arrangements to recruit student-athletes to transfer to the Primary Institution from another institution;

(d) Academic Quid Pro Quo — Conditioning NIL compensation on an athlete's academic choices, major selection, or enrollment decisions;

(e) Prohibited Categories — Facilitating NIL deals involving alcohol, tobacco, nicotine/vaping products, cannabis or cannabis-derived products, gambling/sports wagering (where prohibited by institutional policy), adult entertainment, firearms (where prohibited by institutional policy), or any category prohibited by the Primary Institution, the conference, or applicable law;

(f) Circumvention — Structuring transactions to evade CSC review, FMV requirements, or reporting thresholds;

(g) Agent Activity Without Licensure — Acting as a sports agent or athlete agent without proper licensure under the applicable state's Uniform Athlete Agents Act or equivalent statute;

(h) Interference with Institutional Revenue Sharing — Coordinating with the Primary Institution to supplement or substitute for revenue-sharing payments in a manner that circumvents settlement limitations.

4.3 Relationship to Primary Institution

The Collective is an independent entity and is NOT affiliated with, endorsed by, controlled by, or acting as an agent of the Primary Institution, its athletics department, coaching staff, or any conference or the NCAA. No representation to the contrary shall be made to any athlete, brand partner, donor, or member of the public. The Collective shall:

(a) Maintain complete operational independence from the Primary Institution;

(b) Not use the Primary Institution's trademarks, logos, or other intellectual property without proper license;

(d) Cooperate with the Primary Institution's compliance office regarding disclosure and monitoring obligations;

(e) Not access or use any recruiting, academic, or athletic performance information obtained from the Primary Institution's staff.

5. MEMBERS, MEMBERSHIP CLASSES, AND VOTING

5.1 Initial Members

The initial Members of the Company, their Capital Contributions, and their Percentage Interests are:

Member Name	Capital Contribution	Percentage Interest	Voting Interest	Class
[________________________________]	$[____________]	[____]%	[____]%	[____]
[________________________________]	$[____________]	[____]%	[____]%	[____]
[________________________________]	$[____________]	[____]%	[____]%	[____]
[________________________________]	$[____________]	[____]%	[____]%	[____]
[________________________________]	$[____________]	[____]%	[____]%	[____]

5.2 Membership Classes

The Company may establish the following classes of membership:

Class A — Managing Members: Full voting rights, management authority, obligation to serve on the Board of Managers, and participation in profits and losses. Minimum Capital Contribution: $[____________].

Class B — Contributing Members: Voting rights on matters requiring Majority or Supermajority Vote, participation in profits and losses, no management authority. Minimum Capital Contribution: $[____________].

Class C — Advisory Members: Non-voting, no participation in profits or losses, advisory role only, appointed by the Board. No Capital Contribution required.

5.3 Admission of New Members

New Members may be admitted upon:

(a) A Majority Vote of existing Members (or Supermajority Vote for Class A admission);

(b) Execution of a Joinder Agreement binding the new Member to this Agreement;

(d) Completion of a background check and Booster status verification;

(e) Acknowledgment of all compliance obligations set forth herein.

5.4 Member Booster Disclosure

Each Member shall disclose upon admission and annually thereafter:

(a) Whether the Member is or has been identified as a Booster of the Primary Institution or any other NCAA institution;

(b) All financial relationships with coaches, athletics department staff, or institutional employees;

(d) Any familial relationship with a current or prospective student-athlete at the Primary Institution;

(e) Any ownership interest in or employment by a registered sports agent, agency, or athlete management company.

5.5 Voting

Unless otherwise specified in this Agreement:

(a) Matters requiring Majority Vote: adoption of the Operating Budget, admission of Class B Members, approval of Brand Partner Agreements, approval of individual Athlete Participation Agreements valued above $[____________], and amendments to Exhibits.

(b) Matters requiring Supermajority Vote: admission of Class A Members, removal of a Managing Member, amendment of this Agreement, dissolution of the Company, merger or consolidation, sale of substantially all Company assets, and any transaction with a value exceeding $[____________].

(c) Each Member shall have votes proportional to the Member's Voting Interest unless the Members unanimously agree to a one-member-one-vote structure.

5.6 Meetings

(a) Annual Meeting. The Members shall hold an annual meeting on [________________________________] of each year, or as otherwise scheduled by the Board.

(b) Special Meetings. Special meetings may be called by any Managing Member or by Members holding at least twenty-five percent (25%) of the Voting Interests.

(d) Quorum. A quorum requires the presence (in person or by proxy) of Members holding at least [____]% of the Voting Interests.

(e) Action Without Meeting. Any action that may be taken at a meeting may be taken without a meeting if a written consent setting forth the action is signed by Members holding the requisite Voting Interests.

6. MANAGEMENT AND GOVERNANCE

6.1 Manager-Managed

The Company shall be manager-managed. The business and affairs of the Company shall be managed by the Board of Managers, consisting of [____] Managing Members.

6.2 Board of Managers

Composition:

Position	Name	Term
Chairperson	[________________________________]	[____] years
Vice Chairperson	[________________________________]	[____] years
Secretary	[________________________________]	[____] years
Treasurer/CFO	[________________________________]	[____] years
Compliance Officer	[________________________________]	[____] years
Member-at-Large	[________________________________]	[____] years
Member-at-Large	[________________________________]	[____] years

6.3 Powers of the Board

The Board shall have full authority to manage the Company, including but not limited to:

(a) Executing Athlete Participation Agreements and Brand Partner Agreements;

(b) Establishing and modifying compensation tiers for Athletes;

(d) Hiring and terminating officers, employees, and independent contractors;

(e) Opening and managing bank and investment accounts;

(f) Engaging legal counsel, accountants, tax advisors, and compliance consultants;

(g) Filing all required reports with the CSC, IRS, and state agencies;

(h) Establishing committees, including the Compliance Committee;

(i) Negotiating and executing contracts with Brand Partners;

(j) Making Capital Calls on Members;

(k) Determining Fair Market Value of Athlete compensation in coordination with the Compliance Committee.

6.4 Officers

The Board may appoint the following officers, who serve at the pleasure of the Board:

Chief Executive Officer / Executive Director: Oversees day-to-day operations, athlete relations, and strategic direction.

Chief Financial Officer / Treasurer: Manages Company finances, tax filings, Capital Accounts, and distributions.

Chief Compliance Officer: Leads the Compliance Committee, manages CSC/NIL Go submissions, coordinates with the Primary Institution's compliance office, and maintains all compliance records.

Chief Marketing Officer: Manages Brand Partner relationships, content strategy, athlete marketing, and social media operations.

General Counsel (external or in-house): Provides legal advice, drafts and reviews agreements, and represents the Company in legal matters.

6.5 Compensation of Managers and Officers

Managers and officers may receive reasonable compensation as approved by Majority Vote. All compensation of Managers and officers shall be disclosed in the annual financial statement.

6.6 Standard of Care; Fiduciary Duties

Each Manager and officer shall discharge their duties in good faith, with the care an ordinarily prudent person in a similar position would exercise under similar circumstances, and in a manner the Manager or officer reasonably believes to be in the best interests of the Company. Managers and officers owe fiduciary duties of loyalty and care to the Company and its Members.

6.7 Conflicts of Interest

(a) Any Manager or officer with a material financial interest in a proposed transaction shall disclose the interest to the Board before any vote or action.

(b) The interested Manager or officer shall recuse from voting on the transaction.

(d) All conflicts shall be documented in the minutes.

7. CAPITAL CONTRIBUTIONS AND FUNDING

7.1 Initial Capital Contributions

Each Member shall make the initial Capital Contribution set forth in Section 5.1 within [____] days of the effective date of this Agreement.

7.2 Additional Capital Contributions

(a) The Board may issue Capital Calls by written notice specifying the amount and due date (not less than [____] days from notice).

(b) Capital Calls shall be proportional to each Member's Percentage Interest unless all Members consent to a different allocation.

☐ Dilution of the defaulting Member's Percentage Interest proportional to the shortfall;

☐ Treatment of the unfunded amount as a loan from contributing Members bearing interest at [____]% per annum;

☐ Forced buyout of the defaulting Member's interest at [____]% of fair market value;

☐ Other: [________________________________].

7.3 Funding Sources

The Company may receive funding from:

(a) Member Capital Contributions — Cash or property contributed by Members;

(b) Donor Contributions — Funds provided by non-Member donors, alumni, and boosters (not tax-deductible unless the Company holds valid 501(c)(3) status);

(d) Facilitation Fees — Commissions earned by connecting Athletes with Brand Partners (typically [____]% to [____]% of deal value);

(e) Merchandise and Licensing Revenue — Revenue from group licensing, apparel sales, and memorabilia programs;

(f) Event Revenue — Proceeds from appearances, autograph signings, charity events, golf tournaments, and other promotional events;

(g) Investment Income — Interest, dividends, and capital gains earned on Company reserves;

(h) Loans — Amounts borrowed from Members, financial institutions, or other lenders.

7.4 Operating Budget

(a) The Board shall prepare and present an annual Operating Budget for approval by Majority Vote not later than [____] days before the commencement of each Fiscal Year.

(b) The Operating Budget shall include:

Projected Athlete compensation (by tier and sport);
Administrative and operating expenses;
Compliance and legal costs;
Marketing and content production expenses;
Reserves and contingency funds;
Projected revenue by source.

7.5 Reserves

The Company shall maintain a minimum reserve of $[____________] (or [____]% of the annual Operating Budget) to cover:

(a) Unfunded Athlete compensation obligations;

(b) Tax liabilities;

(d) Wind-down and dissolution expenses.

8. DISTRIBUTIONS, ALLOCATIONS, AND FISCAL MATTERS

8.1 Allocation of Profits and Losses

Net profits and net losses shall be allocated among Members in proportion to their Percentage Interests, unless the Members unanimously agree to a special allocation that has substantial economic effect under Code § 704(b).

8.2 Distributions to Members

(a) Distributions shall be made at such times and in such amounts as the Board determines, subject to the Company's obligation to maintain adequate reserves.

(b) Tax Distributions: The Company shall distribute to each Member, at least quarterly, an amount sufficient to cover the Member's estimated income tax liability arising from the Company's operations, calculated at the highest marginal federal and applicable state income tax rate.

(c) No distribution shall be made if, after giving effect to the distribution, the Company would be unable to pay its debts as they become due or if the Company's total assets would be less than its total liabilities.

8.3 Accounting Method

The Company shall maintain its books and records on the (select one):

☐ Cash basis of accounting
☐ Accrual basis of accounting

8.4 Tax Returns

The Company shall file all required federal, state, and local tax returns, including:

(a) IRS Form 1065 (U.S. Return of Partnership Income) and Schedule K-1 for each Member;

(b) IRS Form 1099-NEC for each Athlete receiving $600 or more in compensation;

(d) Sales tax returns, if applicable to merchandise or licensing revenue.

8.5 Books and Records

The Company shall maintain complete and accurate books and records, including:

(a) A current list of all Members with contact information and Percentage Interests;

(b) Copies of this Agreement and all amendments;

(d) Tax returns for the current and prior three Fiscal Years;

(e) All Athlete Participation Agreements, Brand Partner Agreements, and related contracts;

(f) All CSC/NIL Go submissions and determinations;

(g) Compliance Committee meeting minutes and reports;

(h) Bank statements and records of all payments to Athletes;

(i) FMV analyses and supporting documentation for Athlete compensation.

8.6 Audit Rights

(a) Any Member may inspect and copy Company books and records during ordinary business hours upon reasonable notice.

(b) The Company shall engage an independent certified public accountant to audit the Company's financial statements annually if gross revenues exceed $[____________].

8.7 Tax-Exempt Status Considerations

IMPORTANT IRS GUIDANCE: The IRS has determined that most NIL collectives do NOT qualify for tax-exempt status under IRC § 501(c)(3). In an October 31, 2024 determination letter and a June 9, 2023 Chief Counsel memorandum, the IRS concluded that organizations whose primary purpose is to pay compensation to student-athletes for NIL services are operating for a "substantial nonexempt purpose — serving the private interests of student-athletes." The IRS specifically noted that where 80–100% of donations are paid to student-athletes, "the benefit to private interests is substantial by any measure and cannot be dismissed as merely incidental."

If the Company seeks or holds tax-exempt status:

(a) Athlete compensation must be truly incidental to the organization's charitable purpose;

(b) Need-based payment structures may improve the case for exemption;

(d) The Company is subject to IRS examination and potential revocation of exempt status;

(e) The IRS has identified NIL collectives as a priority enforcement area for 2025 and beyond;

(f) Donors should be advised that contributions may not be tax-deductible.

9. COMPLIANCE COMMITTEE

9.1 Establishment

The Board shall establish a Compliance Committee (the "Committee") upon formation of the Company. The Committee shall be responsible for ensuring that all Collective activities comply with NCAA rules, CSC requirements, conference rules, Primary Institution policies, and applicable federal and state law.

9.2 Composition

The Committee shall consist of not fewer than [____] members, including:

(a) The Chief Compliance Officer (chair);

(b) At least one (1) licensed attorney with experience in NCAA compliance, sports law, or NIL regulation;

(d) At least one (1) individual with no financial interest in the Company, serving as an independent member;

(e) Additional members as appointed by the Board.

No individual who is a current employee of the Primary Institution, its athletics department, or any coaching staff shall serve on the Committee.

9.3 Duties and Responsibilities

The Committee shall:

(a) Pre-Approve Athlete Compensation. Review and approve all Athlete Participation Agreements and compensation amounts before execution, ensuring FMV compliance;

(b) FMV Analysis. Conduct or commission Fair Market Value analyses for all Athlete compensation using the CSC's 12-point framework, including:

Athletic performance and competitive level (Division I, conference ranking)
Social media following and engagement metrics
Local and institutional market size
Brand influence and endorsement history
Sport and position
Geographic market
Duration and scope of engagement
Comparable transactions involving similarly situated athletes
Content deliverables and production value
Exclusivity provisions
Prior NIL deal history
Overall NIL market conditions

(c) CSC Submissions. Prepare and submit all required filings to the NIL Go clearinghouse within five (5) business days of contract execution for any deal valued above $600;

(d) Institutional Coordination. Maintain regular communication with the Primary Institution's athletics compliance office regarding Athlete eligibility and disclosure requirements;

(e) Prohibited Activity Monitoring. Implement controls to detect and prevent Inducement, pay-for-play, and other prohibited activities;

(f) Record Keeping. Maintain comprehensive records of all compliance activities, reviews, and determinations for a minimum of seven (7) years;

(g) Training. Conduct annual compliance training for all Members, officers, Athletes, and staff;

(h) Reporting. Provide quarterly compliance reports to the Board;

(i) Investigations. Investigate any suspected compliance violation and recommend corrective action to the Board;

(j) External Audit. Engage external compliance counsel to conduct an annual compliance audit.

9.4 Compliance Veto Authority

The Compliance Officer shall have the authority to veto or suspend any transaction that, in the Compliance Officer's reasonable judgment, presents a material risk of violating NCAA rules, CSC requirements, or applicable law. A vetoed transaction may be overridden only by a Supermajority Vote of the Board, and the override and its rationale shall be documented in the minutes.

10. ATHLETE SELECTION CRITERIA AND ONBOARDING

10.1 Eligibility Requirements

To be eligible for participation in the Collective, an Athlete must:

(a) Be currently enrolled as a full-time student at the Primary Institution;

(b) Be eligible for intercollegiate athletic competition under NCAA rules;

(d) Not be subject to any pending NCAA eligibility investigation or suspension;

(e) Not have any existing contractual obligation that would conflict with the terms of participation;

(f) Have complied with all state NIL registration or disclosure requirements.

10.2 Selection Criteria

The Collective shall evaluate Athletes for participation based on the following criteria, weighted as determined by the Board:

Criterion	Description	Weight
Social Media Presence	Follower count, engagement rate, content quality	[____]%
Athletic Achievement	Individual and team performance, awards, accolades	[____]%
Community Engagement	Volunteerism, mentorship, character	[____]%
Brand Compatibility	Alignment with Collective and Brand Partner values	[____]%
Market Demand	Demonstrated interest from Brand Partners	[____]%
Sport and Gender Equity	Title IX and equity considerations (see Section 16)	[____]%
Financial Need (if applicable)	For need-based components, if any	[____]%

10.3 Compensation Tiers

The Board shall establish compensation tiers reflecting Fair Market Value:

Tier	Description	Compensation Range	Typical Deliverables
Tier 1 — Elite	Top-tier athletes with significant national following	$[____________] – $[____________] per year	Brand ambassador, multi-platform content, appearances, exclusivity
Tier 2 — Featured	Athletes with strong regional or sport-specific following	$[____________] – $[____________] per year	Social media posts, appearances, branded content
Tier 3 — Roster	Broad-based participation for team-wide engagement	$[____________] – $[____________] per year	Group appearances, social media reposts, community events
Tier 4 — Event-Based	Per-event compensation for specific appearances or content	$[____________] – $[____________] per event	Single appearance, autograph session, or content piece

10.4 Onboarding Process

Each Athlete shall complete the following before receiving compensation:

☐ Execute Athlete Participation Agreement (Exhibit A)

☐ Provide valid government-issued identification

☐ Complete IRS Form W-9

☐ Disclose all existing NIL agreements and pending offers

☐ Verify enrollment and eligibility status with Primary Institution compliance office

☐ Complete Collective orientation (compliance rules, content guidelines, social media policies)

☐ Complete financial literacy module (tax obligations, budgeting, savings)

☐ Provide social media account credentials for analytics verification (read-only access)

☐ Execute content release and license agreement

☐ Register with the NIL Go clearinghouse (if not already registered)

☐ Provide banking information for direct deposit (ACH) payments

☐ Acknowledge and agree to morality/conduct clause

11. PAYMENT PROTOCOLS

11.1 Payment Methods

All Athlete compensation shall be paid by (select applicable):

☐ Direct Deposit (ACH) — Preferred method for all recurring payments
☐ Company check — For one-time or event-based payments
☐ Third-party payment platform — Via [________________________________]
☐ Wire transfer — For payments exceeding $[____________]

Cash payments are strictly prohibited.

11.2 Payment Schedule

Payment Type	Frequency	Timing
Monthly retainer (Tiers 1–3)	Monthly	Within [____] business days of month-end
Event-based (Tier 4)	Per event	Within [____] business days of completed Deliverable
Milestone bonuses	Upon achievement	Within [____] business days of verified milestone
Brand Partner pass-through	Per deal	Within [____] business days of Brand Partner payment to Collective

11.3 Payment Documentation

For each payment, the Company shall maintain:

(a) A record of the specific Deliverables completed by the Athlete;

(b) Evidence of content posted or appearance made (screenshots, attendance records, analytics);

(d) CSC/NIL Go submission confirmation (for payments of $600 or more);

(e) Primary Institution disclosure confirmation;

(f) IRS Form 1099-NEC (issued by January 31 for the prior calendar year for payments totaling $600 or more).

11.4 Withholding and Tax Obligations

(a) Athletes are engaged as independent contractors, not employees, unless otherwise required by applicable law.

(b) The Company shall NOT withhold federal or state income taxes, Social Security, or Medicare taxes from Athlete payments unless required by law.

(c) The Company shall issue IRS Form 1099-NEC to each Athlete receiving $600 or more in aggregate compensation during a calendar year.

(d) Athletes are solely responsible for paying all applicable federal, state, and local income taxes, self-employment taxes, and any other taxes on compensation received.

(e) The Company shall provide Athletes with educational materials regarding their tax obligations, including the recommendation to set aside 25–35% of NIL earnings for taxes.

11.5 Clawback Provisions

The Company may recover payments made to an Athlete if:

(a) The Athlete failed to complete contracted Deliverables without legitimate excuse;

(b) The payment was made in error or in an amount exceeding the approved FMV;

(c) The transaction is subsequently determined by the CSC, NCAA, or a court to constitute an Inducement, pay-for-play arrangement, or other prohibited transaction;

(d) The Athlete materially misrepresented eligibility, enrollment status, or existing contractual obligations.

12. BRAND PARTNER RELATIONS

12.1 Brand Partner Approval

All Brand Partner relationships shall be approved by the Board upon recommendation of the Chief Marketing Officer and subject to Compliance Committee review. The Compliance Committee shall verify that each Brand Partner and proposed arrangement:

(a) Involves a legitimate business offering goods or services to the public for profit;

(b) Does not fall within a prohibited category (see Section 4.2(e));

(d) Meets VBP and FMV standards;

(e) Does not involve an entity whose sole or primary business purpose is paying athletes or colleges rather than providing goods or services to the general public for profit.

12.2 Types of Brand Partner Arrangements

Arrangement	Description
Direct Sponsorship	Brand Partner pays the Collective, which allocates compensation to Athletes for endorsed content and appearances
Facilitated Deal	Collective connects Athlete directly with Brand Partner; Collective earns a facilitation fee
Group Licensing	Brand Partner licenses NIL of multiple Athletes for merchandise, media, or promotional use
Event Sponsorship	Brand Partner sponsors Collective events featuring Athlete appearances
Content Partnership	Brand Partner co-produces content with Athletes through the Collective

12.3 Brand Partner Agreement

All Brand Partner relationships shall be documented in a written Brand Partner Agreement substantially in the form attached as Exhibit B. At minimum, each Brand Partner Agreement shall include:

(a) Identity of the Brand Partner and the product/service being promoted;

(b) Specific Deliverables required of each participating Athlete;

(d) Content and intellectual property rights;

(e) Exclusivity provisions and competitive restrictions;

(f) Term and termination rights;

(g) FMV certification;

(h) Compliance representations and warranties;

(i) Morality clause;

(j) Indemnification and insurance provisions;

(k) CSC/NIL Go reporting obligations.

12.4 Commission Structure

For facilitated deals, the Collective shall earn a facilitation fee of [____]% of the total deal value, which shall be disclosed to both the Athlete and the Brand Partner before execution.

13. CONTENT CREATION AND INTELLECTUAL PROPERTY

13.1 Content Ownership

(a) Athlete-Created Content: Content created independently by an Athlete using the Athlete's own equipment and resources shall be owned by the Athlete, subject to a limited license granted to the Collective and Brand Partner as specified in the Athlete Participation Agreement.

(b) Collective-Produced Content: Content produced by the Collective using Collective resources (photography, videography, graphic design) shall be owned by the Collective, subject to the Athlete's right to use such content for personal, non-commercial purposes.

(c) Jointly Created Content: Content co-created by the Athlete and the Collective shall be jointly owned, with each party having the right to use the content as specified in the Athlete Participation Agreement.

13.2 License Grants

(a) Each Athlete grants to the Collective a non-exclusive, royalty-free license to use the Athlete's NIL in connection with the Collective's promotional activities during the term of the Athlete Participation Agreement and for [____] months thereafter.

(b) The Collective grants to each Brand Partner a limited license to use Athlete NIL and Content solely in connection with the approved campaign, for the duration specified in the Brand Partner Agreement.

(c) No license granted herein shall include the right to use the Primary Institution's trademarks, logos, or other intellectual property unless separately licensed by the institution.

13.3 Social Media Guidelines

Athletes participating in the Collective shall:

(a) Comply with FTC Endorsement Guidelines, including the use of #ad, #sponsored, #NIL, or equivalent disclosures on all compensated posts;

(b) Not disparage the Collective, Brand Partners, the Primary Institution, or fellow Athletes on social media;

(c) Submit all Brand Partner content for Compliance Committee review before posting, unless pre-approved templates are provided;

(d) Maintain a professional social media presence consistent with the Collective's brand standards;

(e) Comply with the Primary Institution's social media policies.

13.4 Intellectual Property Restrictions

(a) The Collective shall not use NCAA, conference, or Primary Institution trademarks, logos, uniforms, or other protected marks without proper authorization;

(b) Athletes shall not wear Primary Institution uniforms or gear bearing institutional or conference marks in Collective content unless expressly permitted by the institution;

14. NCAA COMPLIANCE PROVISIONS

14.1 General Compliance Obligation

The Company, its Members, officers, employees, and agents shall comply with all applicable NCAA rules, bylaws, and interpretations, including but not limited to NCAA Division I Bylaws governing NIL activities, as amended by the House v. NCAA settlement.

14.2 Prohibition on Inducements

(a) No NIL agreement shall be offered, negotiated, or executed with a prospective student-athlete before the individual has enrolled at the Primary Institution, unless the agreement is not contingent upon enrollment and is available to athletes at any institution.

(b) No NIL agreement shall be offered or modified in connection with the transfer portal or any transfer decision.

(c) No Member, officer, employee, or agent of the Collective shall communicate with a prospective student-athlete, the prospective student-athlete's family, or any representative of a prospective student-athlete regarding NIL opportunities at the Primary Institution in a manner that could constitute a recruiting inducement.

14.3 Athlete Eligibility Verification

Before executing any Athlete Participation Agreement, the Compliance Officer shall:

(a) Verify the Athlete's current enrollment and eligibility with the Primary Institution's compliance office;

(b) Confirm that the Athlete has disclosed all existing NIL arrangements;

(d) Confirm that the Athlete is not subject to any pending eligibility investigation or suspension.

14.4 Institutional Disclosure

(a) The Collective shall provide a copy of each executed Athlete Participation Agreement to the Primary Institution's compliance office within [____] business days of execution.

(b) The Collective shall promptly notify the Primary Institution's compliance office of any material modification, termination, or dispute involving an Athlete Participation Agreement.

14.5 Conference Rules

The Collective shall comply with all NIL-related rules and policies adopted by the [________________________________] Conference, including but not limited to:

(a) Reporting and disclosure requirements;

(b) Restrictions on categories of Brand Partners;

(d) Conference-specific compliance monitoring programs.

14.6 Annual Compliance Certification

Each Member, officer, and Manager shall execute an annual certification affirming:

(a) Compliance with all NCAA NIL rules and this Agreement;

(b) No knowledge of any unreported violation or potential violation;

(d) Accurate and complete disclosure of all booster relationships and potential conflicts of interest.

15. COLLEGE SPORTS COMMISSION (CSC) AND NIL GO COMPLIANCE

15.1 Registration

The Collective shall register with the CSC as a third-party NIL entity and maintain current registration throughout its operations.

15.2 NIL Go Reporting

(a) All Athlete Participation Agreements and Brand Partner Agreements with a total value of $600 or more shall be submitted through the NIL Go clearinghouse within five (5) business days of execution.

(b) Submissions shall include:

Complete contract terms, including compensation, Deliverables, and duration;
Contact information for all parties;
FMV analysis and supporting documentation;
Description of the good or service promoted;
Athlete social media metrics and NIL valuation data.

(c) The Collective shall not process payment on any agreement submitted to NIL Go until the deal has been approved or the applicable review period has expired.

15.3 Valid Business Purpose Certification

For each NIL transaction, the Compliance Officer shall certify in writing that:

(a) The student-athlete's NIL is being used to promote a good or service offered to the public for profit;

(b) The compensating entity (the Collective or Brand Partner) provides goods or services to the general public for profit as its primary business purpose;

(c) The compensation is at rates and terms commensurate with compensation paid to similarly situated individuals with comparable NIL value;

(d) The transaction demonstrates a legitimate commercial rationale;

(e) The entity complies with industry-standard NIL practices.

15.4 FMV Compliance Under CSC Framework

The Collective shall use the following factors (consistent with the CSC/Deloitte 12-point analysis) to establish FMV for each Athlete payment:

Athletic performance and competitive level
Social media following (aggregate across platforms)
Social media engagement rate
Local and institutional market size
Brand influence and endorsement track record
Sport and position
Geographic market and media market ranking
Duration and scope of the NIL engagement
Comparable transactions (using NIL deal databases and market benchmarks)
Content deliverables and production value
Exclusivity provisions and competitive restrictions
Overall NIL market conditions and trends

15.5 Response to CSC Determinations

(a) If the CSC determines that a submitted deal does not meet FMV or VBP standards, the Collective shall:

☐ Renegotiate the deal terms to comply with CSC guidance;
☐ Cancel the deal and notify the Athlete;
☐ Appeal the determination through the CSC's appeals process;
☐ Document the determination and corrective action taken.

(b) The Collective shall not proceed with a deal that has been rejected by the CSC unless the rejection is overturned on appeal.

16. TITLE IX COMPLIANCE AND GENDER EQUITY

16.1 Commitment to Gender Equity

The Collective recognizes that gender equity in NIL compensation is both a legal consideration and a core value. While the applicability of Title IX to third-party NIL payments remains subject to evolving legal and regulatory guidance, the Collective commits to promoting equitable NIL opportunities across men's and women's sports.

16.2 Regulatory Background

(a) On January 16, 2025, the U.S. Department of Education's Office for Civil Rights (OCR) issued guidance confirming that Title IX gender equity principles apply to institutions' NIL-related compensation, and that institutions bear responsibility for ensuring that third-party NIL funds do not create sex-based disparities.

(b) On February 12, 2025, the OCR rescinded this guidance, stating that "Title IX says nothing about how revenue-generating athletics programs should allocate compensation among student athletes."

(c) The legal landscape remains unsettled. The Collective shall monitor and comply with any future federal guidance, regulation, or judicial interpretation regarding Title IX and third-party NIL payments.

16.3 Equity Policies

The Collective shall adopt and implement the following equity practices:

(a) Proportional Allocation Target: The Collective shall endeavor to allocate at least [____]% of total Athlete compensation to athletes participating in women's sports programs, or such other allocation as determined by the Board following consultation with legal counsel;

(b) Sport Diversity: The Collective shall make NIL opportunities available to athletes in at least [____] different sports, including at least [____] women's sports;

(c) Equal Access: All Athletes meeting the eligibility criteria shall have equal access to the Collective's services, resources, and opportunities regardless of gender;

(d) Reporting: The Compliance Committee shall include gender equity data in its quarterly reports, including:

Number of male and female Athletes participating;
Total compensation paid to male and female Athletes;
Average compensation per Athlete by gender;
Number of Brand Partner deals by gender;

(e) Annual Review: The Board shall conduct an annual review of gender equity in the Collective's operations and adjust policies as necessary.

17. REVENUE SHARING COORDINATION

17.1 Relationship to Institutional Revenue Sharing

Beginning with the 2025–26 academic year, NCAA Division I institutions that opt into the House v. NCAA settlement may share revenue directly with student-athletes, initially capped at approximately $20.5 million per school per year. The Collective recognizes that:

(a) Revenue sharing is a separate and distinct compensation mechanism from NIL payments;

(b) The Collective shall not coordinate with the Primary Institution to structure payments that circumvent revenue-sharing caps or limitations;

(c) Athletes may simultaneously receive revenue-sharing payments from the institution and NIL compensation from the Collective;

(d) The combined effect of revenue sharing and third-party NIL deals may impact market dynamics, athlete expectations, and FMV benchmarks.

17.2 Strategic Adjustments

The Board shall review and adjust the Collective's Operating Budget and compensation tiers annually to account for changes in:

(a) Revenue-sharing caps and allocation practices at the Primary Institution;

(b) Overall NIL market conditions affected by revenue sharing;

(d) CSC guidance regarding the interaction between revenue sharing and third-party NIL deals.

18. REPRESENTATIONS, WARRANTIES, AND COVENANTS

18.1 Member Representations

Each Member represents and warrants that:

(a) The Member has full power and authority to enter into this Agreement;

(b) Execution of this Agreement does not violate any other agreement or obligation of the Member;

(c) The Member is not acting as an agent, employee, or representative of the Primary Institution, its athletics department, or any coaching staff;

(d) The Member has disclosed all Booster relationships and potential conflicts of interest;

(e) The Member has not and will not offer, promise, or provide any NIL-related inducement to any prospective student-athlete;

(f) All Capital Contributions have been obtained from lawful sources;

(g) The Member shall comply with all applicable anti-money laundering laws and regulations.

18.2 Company Representations

The Company represents and warrants to each Athlete, Brand Partner, and Member that:

(a) The Company is duly organized and validly existing under the laws of its state of formation;

(b) The Company has authority to enter into Athlete Participation Agreements and Brand Partner Agreements;

(d) The Company will file all required reports with the CSC, IRS, and applicable state agencies;

(e) The Company will maintain adequate reserves to satisfy its compensation obligations to Athletes.

19. INDEMNIFICATION AND LIMITATION OF LIABILITY

19.1 Indemnification of Managers and Officers

The Company shall indemnify, defend, and hold harmless each Manager, officer, and Compliance Committee member (each, an "Indemnitee") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Indemnitee's service to the Company, except to the extent caused by the Indemnitee's fraud, willful misconduct, or gross negligence.

19.2 Member Indemnification

Each Member shall indemnify, defend, and hold harmless the Company and the other Members from and against any and all claims, liabilities, damages, losses, costs, and expenses arising out of or relating to:

(a) Any breach of this Agreement by the Member;

(b) Any unauthorized act or representation by the Member;

19.3 Limitation of Liability

(a) No Member shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member.

(b) No Manager or officer shall be personally liable to the Company or any Member for any act or omission taken in good faith and reasonably believed to be in the best interests of the Company.

(c) In no event shall the Company's liability to any Athlete, Brand Partner, or third party exceed the amounts actually paid or payable under the applicable agreement.

19.4 Insurance

The Company shall obtain and maintain:

(a) General commercial liability insurance with limits of not less than $[____________] per occurrence and $[____________] in the aggregate;

(b) Directors and officers (D&O) liability insurance with limits of not less than $[____________];

(d) Workers' compensation insurance as required by applicable law;

(e) Cyber liability insurance, if the Company collects or stores Athlete personal information digitally.

20. TRANSFER OF MEMBERSHIP INTERESTS

20.1 Restrictions on Transfer

No Member may sell, assign, pledge, encumber, or otherwise transfer all or any portion of the Member's Membership Interest without:

(a) Prior written consent of the Board, which may be withheld in its sole discretion;

(b) Compliance with the right of first refusal set forth in Section 20.2;

20.2 Right of First Refusal

Before transferring any Membership Interest to a third party, the transferring Member shall:

(a) Provide written notice to the Company specifying the proposed transferee, the proposed price, and all material terms;

(b) The Company shall have [____] days to elect to purchase the interest on the same terms;

(c) If the Company declines, the remaining Members shall have [____] additional days to elect to purchase the interest pro rata;

(d) If neither the Company nor the remaining Members elect to purchase, the transferring Member may complete the transfer to the proposed transferee on the stated terms, subject to Board consent and the transferee's execution of a Joinder Agreement.

20.3 Involuntary Transfer

Upon the death, disability, bankruptcy, or dissolution of a Member, the Company shall have the option to purchase the Member's interest at fair market value as determined by an independent appraiser.

21. DISSOLUTION AND WINDING UP

21.1 Events of Dissolution

The Company shall be dissolved upon the earliest to occur of the following:

(a) A Supermajority Vote of the Members to dissolve;

(b) Entry of a judicial decree of dissolution;

(d) The occurrence of any event that makes it unlawful for the Company to continue its operations;

(e) The passage of legislation or regulatory action that effectively prohibits the Company's operations;

(f) The Primary Institution's loss of NCAA Division I membership;

(g) A determination by the Compliance Committee, approved by the Board, that continued operation presents an unacceptable risk of NCAA sanctions, legal liability, or reputational harm.

21.2 Winding Up

Upon dissolution, the Board (or a court-appointed liquidating agent) shall wind up the Company's affairs by:

(a) Providing written notice of dissolution to all Athletes, Brand Partners, Members, creditors, the Primary Institution, and the CSC;

(b) Completing or terminating all outstanding Athlete Participation Agreements and Brand Partner Agreements;

(d) Filing all required tax returns and CSC reports;

(e) Paying all debts and liabilities of the Company;

(f) Distributing remaining assets to Members in proportion to their positive Capital Account balances;

(g) Filing articles or certificates of dissolution with the state of formation.

21.3 Priority of Distributions on Dissolution

Assets shall be distributed in the following order:

Payment of debts and liabilities to creditors (other than Members);
Payment of all outstanding Athlete compensation obligations;
Establishment of reserves for contingent or unliquidated liabilities;
Repayment of Member loans;
Return of Capital Contributions to Members;
Distribution of remaining assets to Members in proportion to Percentage Interests.

22. DISPUTE RESOLUTION

22.1 Negotiation

Any dispute arising out of or relating to this Agreement shall first be submitted to good-faith negotiation between the parties for a period of [____] days.

22.2 Mediation

If negotiation fails, the parties shall submit the dispute to mediation administered by (select one):

☐ The American Arbitration Association (AAA)
☐ JAMS
☐ [________________________________]

in [________________________________] (city, state). The costs of mediation shall be shared equally.

22.3 Arbitration

If mediation fails, the dispute shall be resolved by binding arbitration administered by the selected mediation provider under its Commercial Arbitration Rules. The arbitration shall be conducted in [________________________________] (city, state) before a single arbitrator with experience in sports law or NIL matters. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

22.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [________________________________], without regard to its conflict of laws principles.

22.5 Attorneys' Fees

In any action or proceeding arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

23. GENERAL PROVISIONS

23.1 Entire Agreement

This Agreement (including all Exhibits) constitutes the entire agreement of the Members with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and representations.

23.2 Amendments

This Agreement may be amended only by a written instrument signed by Members holding the requisite Supermajority Vote.

23.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

23.4 Notices

All notices shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth in the Company's records. Notices shall be effective upon receipt.

23.5 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No waiver shall constitute a continuing waiver or a waiver of any other provision.

23.6 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Electronic signatures shall be deemed original signatures.

23.7 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

23.8 No Third-Party Beneficiaries

Except as expressly provided herein (including Athletes' rights under Exhibit A), this Agreement is not intended to confer any rights or remedies upon any person other than the Members.

23.9 Confidentiality

Each Member shall maintain the confidentiality of all Company financial information, Athlete compensation data, Brand Partner terms, and other proprietary information, except as required by law, regulation, or CSC reporting requirements.

23.10 Force Majeure

No party shall be liable for any failure or delay in performance caused by acts of God, war, terrorism, pandemic, government regulation, natural disaster, or other events beyond the party's reasonable control.

23.11 Anti-Corruption

No Member, officer, or agent shall offer, promise, or give any payment or benefit to any coach, athletics department employee, NCAA official, CSC representative, or government official for the purpose of influencing any decision related to the Collective's operations.

24. SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned Members have executed this NIL Collective Operating Agreement as of the date first written above.

MANAGING MEMBERS:

	Member 1	Member 2
Printed Name	[________________________________]	[________________________________]
Signature	_________________________________	_________________________________
Title	[________________________________]	[________________________________]
Date	[__/__/____]	[__/__/____]

	Member 3	Member 4
Printed Name	[________________________________]	[________________________________]
Signature	_________________________________	_________________________________
Title	[________________________________]	[________________________________]
Date	[__/__/____]	[__/__/____]

CONTRIBUTING MEMBERS:

	Member 5	Member 6
Printed Name	[________________________________]	[________________________________]
Signature	_________________________________	_________________________________
Date	[__/__/____]	[__/__/____]

EXHIBIT A — ATHLETE PARTICIPATION AGREEMENT

NIL COLLECTIVE ATHLETE PARTICIPATION AGREEMENT

Document	Athlete Participation Agreement
Collective	[________________________________], LLC
Athlete Name	[________________________________]
Sport	[________________________________]
Institution	[________________________________]
Agreement Date	[__/__/____]
Agreement No.	[________________________________]

This Athlete Participation Agreement ("Participation Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

COLLECTIVE:
[________________________________], LLC
Address: [________________________________]
Contact: [________________________________]
Email: [________________________________]

(hereinafter "Collective")

AND

ATHLETE:
Name: [________________________________]
Date of Birth: [__/__/____]
Student ID: [________________________________]
Sport: [________________________________]
Position: [________________________________]
Year of Eligibility: ☐ Freshman ☐ Sophomore ☐ Junior ☐ Senior ☐ Graduate
Institution: [________________________________]
Address: [________________________________]
Phone: [________________________________]
Email: [________________________________]
Social Media Handles:

Instagram: [________________________________]
X (Twitter): [________________________________]
TikTok: [________________________________]
YouTube: [________________________________]
Other: [________________________________]

(hereinafter "Athlete")

A.1 PURPOSE AND SCOPE

This Participation Agreement governs the terms under which the Athlete will provide Name, Image, and Likeness services to the Collective in exchange for compensation. The Athlete's participation is voluntary, independent of athletic scholarship or team membership, and contingent upon continued enrollment and eligibility at the Institution.

A.2 TERM

(a) Initial Term: This Participation Agreement shall commence on the Effective Date and continue for a period of [____] months, unless earlier terminated pursuant to Section A.12 (the "Initial Term").

(b) Renewal: This Participation Agreement shall (select one):

☐ Automatically renew for successive [____]-month periods unless either party provides written notice of non-renewal at least [____] days before the end of the then-current term;

☐ Terminate at the end of the Initial Term unless the parties execute a written renewal agreement;

☐ Continue on a month-to-month basis after the Initial Term until terminated by either party upon [____] days' written notice.

(c) Academic Year Alignment: If the Athlete's enrollment at the Institution ends (graduation, transfer, withdrawal, or exhaustion of eligibility), this Participation Agreement shall terminate on the last day of the Athlete's enrollment, subject to the post-termination license in Section A.8(c).

A.3 COMPENSATION

(a) Base Compensation: The Collective shall pay the Athlete the following compensation for NIL services rendered:

Compensation Type	Amount	Frequency	Conditions
Monthly Retainer	$[____________]	Monthly	Completion of monthly Deliverables
Per-Post Fee	$[____________]	Per post	Each approved social media post
Appearance Fee	$[____________]	Per event	Each approved personal appearance
Autograph Session Fee	$[____________]	Per session	Each approved signing session
Content Creation Fee	$[____________]	Per piece	Each approved video, photo, or article
Merchandise Royalty	[____]% of net revenue	Quarterly	Sales of licensed merchandise
Bonus — Social Media Milestone	$[____________]	One-time	Upon reaching [____________] followers
Bonus — Brand Partner Referral	$[____________]	Per referral	Successful Brand Partner introduction
Other: [________________________________]	$[____________]	[____________]	[________________________________]

Total Estimated Annual Compensation: $[____________]

(b) Fair Market Value Certification: The Collective certifies that the compensation set forth above is consistent with Fair Market Value as determined by the Compliance Committee using the CSC's 12-point FMV analysis framework. The FMV analysis is documented in the Compliance Committee's records and available for CSC review.

☐ Direct deposit (ACH) to the Athlete's designated bank account
☐ Company check
☐ Third-party payment platform: [________________________________]

(d) Payment Timing: Payments shall be processed within [____] business days of verified completion of Deliverables (or the applicable payment schedule in the table above).

(e) No Compensation for Athletic Performance: The Athlete acknowledges that no compensation under this Participation Agreement is conditioned upon, or awarded in recognition of, the Athlete's athletic performance, playing time, team membership, roster status, statistics, or competitive results.

A.4 DELIVERABLES AND ATHLETE OBLIGATIONS

(a) Required Deliverables: The Athlete shall perform the following Deliverables during each month of the Term (or as otherwise specified):

☐ Social media posts: [____] posts per month across the following platforms: [________________________________]

☐ Personal appearances: [____] appearances per [____] at locations and events designated by the Collective, each lasting approximately [____] hours

☐ Autograph/signing sessions: [____] sessions per [____] at locations designated by the Collective

☐ Content creation: [____] original content pieces per [____] (videos, photographs, blog posts, podcasts)

☐ Brand Partner promotions: Participation in up to [____] Brand Partner campaigns per [____] as assigned by the Collective

☐ Community service appearances: [____] appearances per [____] at charitable events or community organizations

☐ Merchandise: Cooperation with group licensing and merchandise programs, including providing NIL for use on licensed products

☐ Media availability: Availability for [____] interviews, podcasts, or media appearances per [____] as arranged by the Collective

☐ Other: [________________________________]

(b) Scheduling: The Collective shall provide the Athlete with reasonable advance notice of scheduled Deliverables (minimum [____] days for appearances, [____] hours for social media posts). Deliverables shall not conflict with the Athlete's academic schedule, athletic practice or competition schedule, or institutional obligations.

(c) Quality Standards: All Content shall meet professional quality standards as established by the Collective's content guidelines. The Collective may request reasonable revisions to Content before publication.

(d) Exclusivity: (select one)

☐ Non-Exclusive: The Athlete may enter into NIL arrangements with other parties, provided such arrangements do not directly compete with the Collective's Brand Partners in the following categories: [________________________________]

☐ Category-Exclusive: The Athlete shall not enter into NIL arrangements with any competitor of the Collective's Brand Partners in the following categories: [________________________________]

☐ Fully Exclusive: The Athlete shall not enter into any NIL arrangements with any party other than the Collective during the Term. Additional compensation of $[____________] is included for exclusivity.

A.5 SOCIAL MEDIA REQUIREMENTS

(a) Disclosure: The Athlete shall include appropriate FTC-compliant disclosure on all compensated social media posts, including but not limited to #ad, #sponsored, #NILpartner, or such other disclosure as required by the FTC Endorsement Guides.

(b) Posting Schedule: The Athlete shall post Deliverable content within [____] hours of the scheduled posting time, unless an alternative timeline is approved by the Collective.

(c) Content Removal: The Athlete shall not remove, archive, or modify compensated social media content for a minimum of [____] days after posting, unless directed to do so by the Collective or Brand Partner.

(d) Analytics Access: The Athlete grants the Collective read-only access to social media analytics for the purpose of reporting engagement metrics to Brand Partners and verifying Deliverable completion.

(e) Prohibited Content: The Athlete shall not post any content on social media (whether compensated or personal) that:

Disparages the Collective, its Brand Partners, or the Primary Institution;
Promotes products or services in prohibited categories (see Operating Agreement Section 4.2(e));
Violates NCAA rules or institutional social media policies;
Contains false or misleading claims about any product or service;
Infringes upon any third party's intellectual property rights.

A.6 COMPLIANCE ACKNOWLEDGMENTS

The Athlete acknowledges, understands, and agrees to the following:

☐ NCAA Rules: The Athlete has read and understands the NCAA's NIL rules and bylaws, including the prohibition on pay-for-play and inducement arrangements. The Athlete affirms that this Participation Agreement is a legitimate NIL transaction and not a payment for athletic performance or enrollment.

☐ CSC Reporting: This Participation Agreement will be submitted to the CSC through the NIL Go clearinghouse if the total compensation value equals or exceeds $600. The Athlete consents to such submission and agrees to cooperate with any CSC review or inquiry.

☐ Institutional Disclosure: The Athlete has disclosed (or will disclose within five (5) business days of execution) this Participation Agreement to the Primary Institution's athletics compliance office.

☐ Existing Agreements: The Athlete has disclosed to the Collective all existing NIL agreements, sponsorships, endorsements, and pending offers as of the Effective Date, as listed in Schedule A-1 attached hereto.

☐ Eligibility: The Athlete affirms that the Athlete is currently eligible for intercollegiate athletic competition and is not aware of any pending investigation, suspension, or proceeding that could affect the Athlete's eligibility.

☐ Independent Contractor: The Athlete understands that the Athlete is an independent contractor and not an employee of the Collective. The Collective will not withhold taxes. The Athlete is solely responsible for all tax obligations arising from compensation received.

☐ Tax Obligations: The Athlete understands that all NIL compensation is taxable income and that the Athlete should set aside approximately 25–35% of earnings for federal and state income taxes and self-employment taxes. The Collective will issue IRS Form 1099-NEC for payments totaling $600 or more in a calendar year.

☐ No Guarantee of Playing Time: The Athlete understands that this Participation Agreement does not guarantee, influence, or relate to the Athlete's playing time, roster position, scholarship status, or any athletic benefit.

☐ State Law Compliance: The Athlete has complied with all applicable state NIL laws, including any registration, agent disclosure, or other requirements.

☐ Financial Literacy: The Athlete has completed the Collective's financial literacy orientation or agrees to complete it within [____] days of the Effective Date.

A.7 ATHLETE REPRESENTATIONS AND WARRANTIES

The Athlete represents and warrants that:

(a) The Athlete is at least eighteen (18) years of age (or, if a minor, has obtained parental/guardian consent as set forth in Section A.14);

(b) The Athlete has full right and authority to enter into this Participation Agreement and to grant the rights herein;

(c) The Athlete's performance of obligations under this Participation Agreement does not and will not violate any other agreement, obligation, or court order;

(d) All information provided to the Collective, including social media metrics, is accurate and complete;

(e) The Athlete has not been promised or offered any compensation contingent upon enrollment at, commitment to, or transfer to the Primary Institution;

(f) The Athlete will promptly notify the Collective of any change in eligibility status, enrollment status, or disciplinary action;

(g) The Athlete will promptly notify the Collective of any new NIL agreement entered into with a third party during the Term.

A.8 CONTENT RIGHTS AND INTELLECTUAL PROPERTY

(a) License Grant to Collective: The Athlete hereby grants to the Collective a non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, display, and create derivative works from the Athlete's Name, Image, and Likeness and all Content created pursuant to this Participation Agreement, solely in connection with the Collective's authorized purposes, for the duration of the Term and for [____] months following termination (the "Post-Term License Period").

(b) License Grant to Brand Partners: The Athlete authorizes the Collective to sublicense the Athlete's NIL and Content to Brand Partners solely in connection with approved Brand Partner campaigns. Each sublicense shall be limited to the scope, duration, and media specified in the applicable Brand Partner Agreement.

The Collective and Brand Partners may continue to use Content created during the Term for a period of [____] months (the Post-Term License Period);
The Collective shall not create new Content featuring the Athlete after termination;
The Athlete may request removal of Content from the Collective's owned channels after the Post-Term License Period expires.

(d) Athlete Retention of Rights: The Athlete retains all rights in the Athlete's NIL not expressly granted herein. Nothing in this Participation Agreement shall be construed as a transfer of ownership of the Athlete's NIL.

(e) Institutional IP Restrictions: The Athlete shall not use the Primary Institution's trademarks, logos, uniforms, or other protected intellectual property in Content created for the Collective unless expressly authorized by the institution. The Athlete shall not wear institutional gear bearing protected marks in Collective content unless permitted.

A.9 MORALITY AND CONDUCT CLAUSE

(a) The Athlete shall conduct themselves in a professional manner consistent with the values and reputation of the Collective and its Brand Partners.

(b) The Collective may suspend or terminate this Participation Agreement if the Athlete:

Is convicted of, or pleads guilty or no contest to, a felony or crime of moral turpitude;
Is suspended from athletic competition by the Primary Institution, conference, or NCAA for a violation of team rules, conduct code, or NCAA rules;
Engages in conduct that, in the reasonable judgment of the Collective, brings material disrepute to the Collective or its Brand Partners;
Makes public statements or social media posts that materially damage the Collective's or a Brand Partner's reputation;
Violates any applicable law, NCAA rule, or institutional policy in connection with NIL activities;
Tests positive for a banned substance under NCAA or institutional testing protocols (to the extent the Collective is made aware through public or institutional disclosure).

(c) Before terminating for cause under this Section, the Collective shall provide written notice specifying the alleged conduct and afford the Athlete [____] business days to respond.

A.10 CONFIDENTIALITY

(a) The Athlete shall maintain the confidentiality of all Collective financial information, compensation structures, Brand Partner terms, business strategies, and other proprietary information disclosed to the Athlete.

(b) The Athlete may disclose compensation amounts to:

The Athlete's parents/guardians, legal counsel, financial advisor, and tax preparer;
The Primary Institution's compliance office (as required);
The CSC/NIL Go clearinghouse (as required);
Any government agency as required by law.

(c) The Athlete shall not disclose the terms of this Participation Agreement to other athletes, media outlets, or the general public without the Collective's prior written consent, except as required by law or institutional policy.

A.11 INDEMNIFICATION

(a) Collective Indemnification of Athlete: The Collective shall indemnify, defend, and hold harmless the Athlete from and against any claims, liabilities, damages, and expenses arising out of: (i) the Collective's breach of this Participation Agreement; (ii) the Collective's negligence or willful misconduct; or (iii) any claim that the Collective's use of the Athlete's NIL as authorized herein infringes a third party's rights.

(b) Athlete Indemnification of Collective: The Athlete shall indemnify, defend, and hold harmless the Collective from and against any claims, liabilities, damages, and expenses arising out of: (i) the Athlete's breach of this Participation Agreement; (ii) the Athlete's negligence or willful misconduct; (iii) any false statement or misrepresentation by the Athlete in Content; or (iv) the Athlete's violation of any law, NCAA rule, or institutional policy.

A.12 TERMINATION

(a) By Either Party Without Cause: Either party may terminate this Participation Agreement without cause upon [____] days' written notice to the other party.

(b) By Collective for Cause: The Collective may terminate this Participation Agreement immediately (subject to the notice and cure provisions) upon:

Material breach by the Athlete that remains uncured for [____] days after written notice;
Violation of the morality/conduct clause (Section A.9);
Loss of NCAA eligibility;
Withdrawal from, transfer from, or graduation from the Primary Institution;
Material misrepresentation by the Athlete;
The Athlete's failure to complete Deliverables for [____] consecutive months.

Material breach by the Collective that remains uncured for [____] days after written notice;
Failure by the Collective to make payments when due for [____] consecutive payment periods;
The Collective's engagement in activities that the Athlete reasonably believes violate NCAA rules or applicable law;
Dissolution of the Collective.

(d) Effect of Termination:

The Collective shall pay the Athlete for all Deliverables completed through the date of termination within [____] business days;
Post-termination license provisions (Section A.8(c)) shall survive;
Confidentiality obligations (Section A.10) shall survive for [____] years;
Indemnification obligations (Section A.11) shall survive;
The Athlete shall return any Collective property, equipment, or branded materials within [____] days.

A.13 DISPUTE RESOLUTION

Disputes arising under this Participation Agreement shall be resolved in accordance with the dispute resolution provisions set forth in Section 22 of the Operating Agreement.

A.14 MINOR ATHLETE PROVISIONS

If the Athlete is under eighteen (18) years of age:

(a) This Participation Agreement must be co-signed by the Athlete's parent or legal guardian;

(b) The parent/guardian shall be provided with a copy of this Participation Agreement and the Operating Agreement;

(c) Payments shall be deposited into an account controlled by the parent/guardian or a custodial account (UTMA/UGMA) for the benefit of the Athlete;

(d) The parent/guardian consents to the Athlete's participation and the use of the Athlete's NIL as described herein;

(e) The parent/guardian acknowledges the Athlete's tax obligations and agrees to ensure proper tax filings.

Parent/Guardian Consent (if applicable):

Printed Name: [________________________________]
Relationship: [________________________________]
Signature: _________________________________
Date: [__/__/____]

A.15 GENERAL PROVISIONS

(a) This Participation Agreement is subject to and governed by the terms of the Operating Agreement.

(b) This Participation Agreement, together with the Operating Agreement, constitutes the entire agreement between the Collective and the Athlete regarding the subject matter hereof.

(d) This Participation Agreement shall be governed by the laws of the State of [________________________________].

(e) If any provision is held invalid, the remaining provisions shall remain in full force and effect.

A.16 SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have executed this Athlete Participation Agreement as of the Effective Date.

COLLECTIVE:

[________________________________], LLC

By: _________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

ATHLETE:

Signature: _________________________________

Printed Name: [________________________________]

Date: [__/__/____]

SCHEDULE A-1: ATHLETE'S EXISTING NIL AGREEMENTS

#	Brand/Entity	Description	Compensation	Term	Exclusivity
1	[________________________________]	[________________________________]	$[____________]	[________________________________]	☐ Yes ☐ No
2	[________________________________]	[________________________________]	$[____________]	[________________________________]	☐ Yes ☐ No
3	[________________________________]	[________________________________]	$[____________]	[________________________________]	☐ Yes ☐ No
4	[________________________________]	[________________________________]	$[____________]	[________________________________]	☐ Yes ☐ No
5	[________________________________]	[________________________________]	$[____________]	[________________________________]	☐ Yes ☐ No

☐ The Athlete has no existing NIL agreements as of the Effective Date.

EXHIBIT B — BRAND PARTNER AGREEMENT TEMPLATE

NIL COLLECTIVE BRAND PARTNER AGREEMENT

This Brand Partner Agreement ("Brand Agreement") is entered into as of [__/__/____] by and between:

COLLECTIVE:
[________________________________], LLC
Address: [________________________________]
Contact: [________________________________]

(hereinafter "Collective")

AND

BRAND PARTNER:
Company Name: [________________________________]
Address: [________________________________]
Contact Name: [________________________________]
Title: [________________________________]
Phone: [________________________________]
Email: [________________________________]
Website: [________________________________]

(hereinafter "Brand Partner")

B.1 CAMPAIGN OVERVIEW

Field	Details
Campaign Name	[________________________________]
Product/Service Promoted	[________________________________]
Campaign Objectives	[________________________________]
Target Audience	[________________________________]
Campaign Duration	[__/__/____] through [__/__/____]
Number of Athletes	[____]
Total Campaign Budget	$[____________]

B.2 ATHLETE ASSIGNMENTS

Athlete Name	Sport	Deliverables	Individual Compensation	Payment Schedule
[________________________________]	[____________]	[________________________________]	$[____________]	[____________]
[________________________________]	[____________]	[________________________________]	$[____________]	[____________]
[________________________________]	[____________]	[________________________________]	$[____________]	[____________]

B.3 DELIVERABLES

The Brand Partner engagement shall include the following Deliverables:

☐ Social media posts: [____] posts per Athlete on [________________________________] (platforms)

☐ Personal appearances: [____] appearances at [________________________________]

☐ Product endorsement/review content: [____] pieces

☐ Autograph/signing sessions: [____] sessions

☐ Merchandise licensing: ☐ Apparel ☐ Memorabilia ☐ Digital products ☐ Other: [____________]

☐ Video content: [____] videos, minimum [____] minutes each

☐ Photography/photo shoots: [____] sessions

☐ Podcast/interview appearances: [____] episodes

☐ Event hosting: [____] events

☐ Other: [________________________________]

B.4 COMPENSATION AND PAYMENT

(a) Total Campaign Fee: $[____________], payable as follows:

☐ Lump sum upon execution: $[____________]
☐ Installments: $[____________] per [____] (frequency)
☐ Per-deliverable: $[____________] per completed deliverable
☐ Performance-based: [________________________________]

(b) Collective Facilitation Fee: [____]% of total campaign value ($[____________]), payable by:

☐ Brand Partner (in addition to athlete compensation)
☐ Deducted from athlete compensation (with athlete consent)

B.5 CONTENT RIGHTS

(a) The Brand Partner shall have a (select one):

☐ Non-exclusive license
☐ Exclusive license (within the following category/categories: [________________________________])

to use the Athlete Content created pursuant to this Brand Agreement for a period of [____] months from the date of creation.

(b) Approved Channels: The Brand Partner may use Content on the following channels:

☐ Brand Partner's website
☐ Brand Partner's social media accounts
☐ Paid digital advertising (social, display, programmatic)
☐ Print advertising
☐ Television/broadcast
☐ In-store/point-of-sale
☐ Email marketing
☐ Trade shows and events
☐ Other: [________________________________]

(c) The Brand Partner shall NOT use Athlete Content in connection with any product or service not identified in this Brand Agreement.

B.6 BRAND PARTNER REPRESENTATIONS

The Brand Partner represents and warrants that:

(a) The Brand Partner is a legitimate business offering goods or services to the public for profit;

(b) The Brand Partner's primary business purpose is providing goods or services to the general public, not paying athletes or colleges;

(d) The Brand Partner is not acting at the direction of, or as a conduit for, the Primary Institution, any coach, any athletics department employee, or any booster seeking to circumvent NIL rules;

(e) The Brand Partner has no knowledge that this arrangement constitutes an Inducement or pay-for-play arrangement;

(f) The compensation offered represents the Brand Partner's good-faith assessment of Fair Market Value for the Deliverables specified;

(g) The Brand Partner will comply with all applicable laws, including FTC Endorsement Guides.

B.7 COMPLIANCE AND REPORTING

(a) This Brand Agreement will be submitted to the CSC through the NIL Go clearinghouse if the total value equals or exceeds $600.

(b) The Brand Partner acknowledges and consents to such submission and agrees to cooperate with any CSC review.

(c) If the CSC determines that this Brand Agreement does not meet FMV or VBP standards, the parties shall negotiate in good faith to modify the terms or terminate the Brand Agreement.

B.8 MORALITY CLAUSE

Either party may terminate this Brand Agreement if the other party engages in conduct that materially damages the other party's reputation or brand, including but not limited to criminal conduct, public statements bringing material disrepute, or material misrepresentation.

B.9 TERM AND TERMINATION

(a) Term: This Brand Agreement shall commence on [__/__/____] and continue through [__/__/____].

(b) Termination for Convenience: Either party may terminate upon [____] days' written notice. The Brand Partner shall pay for all Deliverables completed prior to termination.

(c) Termination for Cause: Either party may terminate immediately upon material breach by the other party that remains uncured for [____] days after written notice.

B.10 INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from claims arising from the indemnifying party's breach, negligence, or willful misconduct.

B.11 LIMITATION OF LIABILITY

In no event shall either party's total liability exceed the total campaign fee paid or payable under this Brand Agreement.

B.12 FORCE MAJEURE

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including acts of God, pandemic, government action, natural disaster, or civil unrest.

B.13 SIGNATURE PAGE

COLLECTIVE:

[________________________________], LLC

By: _________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

BRAND PARTNER:

[________________________________]

By: _________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT C — COMPLIANCE MONITORING CHECKLIST

NIL COLLECTIVE COMPLIANCE MONITORING CHECKLIST

To be completed by the Compliance Officer on a monthly basis. All items must be documented and supporting records retained for a minimum of seven (7) years.

C.1 ATHLETE ONBOARDING COMPLIANCE

For each new Athlete onboarded during the reporting period:

☐ Athlete Participation Agreement fully executed and filed

☐ IRS Form W-9 collected and filed

☐ Government-issued ID verified

☐ Enrollment and eligibility verified with institution compliance office

☐ All existing NIL agreements disclosed (Schedule A-1 completed)

☐ Compliance orientation completed

☐ Financial literacy module completed

☐ Social media analytics verified

☐ Banking information collected for ACH payments

☐ NIL Go registration confirmed

C.2 TRANSACTION COMPLIANCE (Per Deal)

For each Athlete Participation Agreement and Brand Partner Agreement:

☐ FMV analysis completed using CSC 12-point framework

☐ Compensation is commensurate with rates for similarly situated individuals

☐ Transaction has a Valid Business Purpose

☐ Athlete's NIL is being used to promote a good or service offered to the public for profit

☐ No pay-for-play elements identified

☐ No inducement elements identified

☐ No transfer-related inducement identified

☐ Brand Partner is a legitimate business (not a pass-through entity)

☐ Deal does not involve prohibited categories

☐ Deal does not conflict with institutional sponsorship agreements

☐ Deal submitted to NIL Go within 5 business days (if $600+ value)

☐ NIL Go clearinghouse determination received and documented

☐ Copy provided to institution compliance office

☐ Athlete has disclosed agreement to institution

C.3 PAYMENT COMPLIANCE

☐ All payments made by approved method (no cash payments)

☐ Payment amounts match approved FMV and Participation Agreement terms

☐ Deliverables verified as completed before payment processed

☐ Payment documentation includes evidence of completed Deliverables

☐ 1099-NEC tracking current for all Athletes receiving $600+

☐ No payments made for athletic performance, playing time, or roster status

☐ No payments made to prospective students or as recruiting inducements

C.4 CONTENT AND SOCIAL MEDIA COMPLIANCE

☐ All compensated posts include FTC-compliant disclosures (#ad, #sponsored, etc.)

☐ No institutional trademarks or logos used without authorization

☐ No content created at institutional facilities without authorization

☐ Athletes not wearing institutional uniforms/gear with protected marks in content (unless authorized)

☐ Content reviewed and approved before publication

☐ Content meets professional quality standards

C.5 INSTITUTIONAL AND NCAA COMPLIANCE

☐ Regular communication maintained with institution compliance office

☐ All Participation Agreements shared with institution within required timeframe

☐ No communication with prospective student-athletes regarding NIL opportunities

☐ No coordination with coaching staff regarding athlete selection or compensation

☐ No use of institutional recruiting information or athlete data

☐ Annual compliance certifications collected from all Members and officers

☐ Compliance training conducted for all personnel

C.6 CSC / NIL GO COMPLIANCE

☐ Collective registration with CSC current

☐ All deals over $600 submitted to NIL Go within 5 business days

☐ All CSC determinations documented and filed

☐ Rejected deals addressed (renegotiated, cancelled, or appealed)

☐ No payments processed on pending NIL Go reviews

☐ Cooperation with any CSC inquiry or investigation documented

C.7 FINANCIAL AND TAX COMPLIANCE

☐ Books and records current and accurate

☐ Capital Accounts properly maintained

☐ Tax distributions calculated and paid quarterly

☐ 1099-NEC forms issued by January 31 for prior year

☐ Annual tax returns filed (Form 1065 and Schedule K-1s)

☐ State tax filings current

☐ Reserve fund meets minimum threshold

☐ Independent audit completed (if required by Operating Agreement)

C.8 GENDER EQUITY MONITORING

☐ Compensation data tracked by gender

☐ Participation data tracked by gender

☐ Gender equity targets reviewed quarterly

☐ Disparities identified and addressed

☐ Gender equity data included in quarterly Board report

C.9 MONTHLY CERTIFICATION

I, the undersigned Compliance Officer, certify that I have reviewed the Collective's activities for the reporting period and that, to the best of my knowledge and belief:

☐ All activities comply with NCAA rules, CSC requirements, and applicable law

☐ All transactions represent legitimate, fair-market-value NIL deals

☐ No prohibited activities (pay-for-play, inducement, circumvention) have been identified

☐ All required reports and disclosures have been filed

☐ All issues identified during the review period have been documented and addressed

Reporting Period: [__/__/____] through [__/__/____]

Compliance Officer:

Printed Name: [________________________________]
Signature: _________________________________
Date: [__/__/____]

Reviewed by Board:

Printed Name: [________________________________]
Signature: _________________________________
Date: [__/__/____]

EXHIBIT D — STATE NIL LAW COMPARISON TABLE

STATE-BY-STATE NIL LAW VARIATIONS

This table summarizes key variations across selected states. NIL laws are evolving rapidly; consult local counsel for current requirements.

Feature	California	Texas	Florida	New York	Alabama	Georgia	Ohio	Colorado	Louisiana	Mississippi
NIL Statute	SB 206 (Fair Pay to Play Act), Cal. Ed. Code § 67456	TX Educ. Code § 51.9246	FL Stat. § 1006.74	NY Educ. Law § 6440-a	AL Code § 16-22-40 et seq.	GA Code § 20-3-680 et seq.	OH Rev. Code § 3345.561	CO HB25-1041	LA Rev. Stat. § 17:3703	MS Code § 37-97-1 et seq.
Effective Date	Jan. 1, 2023 (amended)	July 1, 2021	July 1, 2021	June 27, 2023	July 1, 2021	July 1, 2021	June 28, 2021	2025 (proposed amendments)	June 12, 2020	July 1, 2021
Agent Required to Be Licensed	Yes (state-registered)	Yes (state-registered)	Yes (state-registered)	Yes	Yes	Yes	Yes	Yes	Yes	Yes
School Can Restrict NIL Deal Categories	Limited (vice industries)	Yes	Yes	Yes	Yes	Yes	Yes	Limited	Yes	Yes
School May Facilitate NIL Deals	No (under original; evolving)	Limited	Limited	Limited	Yes (amended 2023)	Yes (amended)	Limited	Yes (proposed)	Limited	Yes
Institutional Revenue Sharing	Per House settlement	Per House settlement	Per House settlement	Per House settlement	Per House settlement	Per House settlement	Per House settlement	Proposed legislation	Per House settlement	Per House settlement
Tax Treatment of NIL Income	Standard state income tax	No state income tax	No state income tax	Standard state income tax	Standard state income tax	Proposed NIL income deduction	Standard state income tax	Standard state income tax	Standard state income tax	Proposed NIL tax exemption
Group Licensing Permitted	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Conflicts with Team Contracts Restricted	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Reduced restrictions (proposed)	Yes	Yes
High School Athletes Covered	No	No	No	No	Varies	No	No	No	No	No
NIL Collective Registration Required	No specific requirement	No specific requirement	No specific requirement	No specific requirement	No specific requirement	No specific requirement	No specific requirement	Under review	No specific requirement	No specific requirement
Notable Provisions	First state to enact NIL law; broad athlete protections	No state income tax advantage for athletes	Early adopter; strong institutional autonomy	Late adopter; comprehensive framework	Amended to allow institutional involvement	Proposed NIL income tax deduction for athletes	Tied NIL rights to state education code	Expanding institutional compensation authority	First state to enact any NIL law (2020)	Proposed full NIL income tax exemption

Key Compliance Notes by State

California: Pioneered NIL legislation with the Fair Pay to Play Act. Prohibits institutions from preventing athletes from earning NIL compensation. Athletes must obtain legal representation from state-licensed agents. Schools cannot revoke or reduce scholarships based on NIL activity.

Texas: No state income tax provides a significant advantage for athletes. Institutions may not restrict NIL activities except for conflicts with team contracts. Athletes must disclose NIL contracts to the institution.

Florida: Early adopter with strong institutional autonomy provisions. Institutions may establish reasonable policies regarding NIL activities. Athletes must disclose NIL contracts valued above specified thresholds.

New York: Enacted comprehensive NIL legislation in 2023. Covers both public and private institutions. Requires institutions to provide NIL education and financial literacy resources to athletes.

Georgia and Mississippi: Both states have proposed or enacted legislation providing state tax advantages for NIL income, though such provisions face potential legal challenges regarding equal protection and dormant commerce clause issues.

Colorado: HB25-1041 proposes expanding institutional authority to directly compensate athletes for NIL and removing certain contract restrictions, reflecting the post-House settlement trend toward greater institutional involvement.

SOURCES AND REFERENCES

NCAA and Regulatory Sources

NCAA Interim NIL Policy (July 1, 2021): NCAA.org
House v. NCAA Settlement (N.D. Cal., approved June 6, 2025)
NCAA Division I Bylaws 22.1.1–22.1.5 (NIL Compliance)
NCAA Proposed Rule Changes Contingent on House Settlement: NCAA.org

College Sports Commission

College Sports Commission NIL Oversight: CollegeSportsCommission.org
CSC NIL Deal Flow Report: Steptoe
CSC Guidance on NIL Deals Involving Collectives: BSK

IRS and Tax Guidance

IRS Taxpayer Advocate — NIL Collectives: IRS.gov
IRS 2025 Enforcement Priorities — NIL Collectives: Front Office Sports
IRS Chief Counsel Memo on 501(c)(3) Ineligibility (June 9, 2023)
IRS Final Determination Letter (October 31, 2024) — NIL Collective Tax-Exempt Denial
Most NIL Collectives Do Not Further a § 501(c)(3) Exempt Purpose: The Tax Adviser

Title IX Guidance

OCR Title IX and NIL Guidance (January 16, 2025): [Department of Education]
OCR Rescission of Title IX NIL Guidance (February 12, 2025): Ogletree
Title IX in the Revenue Sharing NIL Era: American University JGSPL

State Law Trackers

NIL Laws by State: NIL Network
State and Federal NIL Legislation Tracker: Troutman Pepper Locke
Business of College Sports State Tracker: BusinessOfCollegeSports.com
NIL Rules in 2026: Sportsepreneur

NIL Collective Practice Guides

NIL Collective Deal Structures: Nixon Peabody
NIL Compliance Monitoring: PMG NIL
NIL Collective Agreements Explained: Garavaglia PLLC
NIL Contract Best Practices (MIAA): MIAA Sample Provisions
Collectives and Revenue Sharing: Baker Tilly

House v. NCAA Settlement Analysis

House Settlement Overview: NIL Revolution
Settlement Oversight Regime: Employment Law Lookout
NIL Collectives' Fate Under House Settlement: Sportico

This template is provided by ezel.ai for informational purposes only. It does not constitute legal advice. NIL law is a rapidly evolving area subject to frequent changes at the federal, state, and institutional level. Consult qualified legal counsel before forming or operating an NIL collective.

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Sports and entertainment law covers the contracts, clearances, and disputes that run the creative and athletic industries. Player contracts, talent agreements, licensing deals, and merchandising arrangements layer commercial terms on top of IP rights, union rules, and image protection. Clean paperwork in this space protects revenue streams, avoids public disputes that can damage a brand, and leaves room for careers and deals to evolve.

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Last updated: April 2026

NIL Collective Operating Agreement with Athlete Participation Agreement

NIL COLLECTIVE OPERATING AGREEMENT

WITH ATHLETE PARTICIPATION AGREEMENT, BRAND PARTNER TEMPLATE, AND COMPLIANCE TOOLKIT

TABLE OF CONTENTS

1. OVERVIEW AND PURPOSE OF THIS AGREEMENT

1.1 Background

1.2 Collective Model

1.3 Entity Structure

2. DEFINITIONS

3. FORMATION AND ORGANIZATION

3.1 Formation

3.2 Name

3.3 Registered Agent and Office

3.4 Principal Office

3.5 Term

3.6 Filings

4. PURPOSE AND SCOPE OF THE COLLECTIVE

4.1 Purposes

4.2 Prohibited Activities

4.3 Relationship to Primary Institution

5. MEMBERS, MEMBERSHIP CLASSES, AND VOTING

5.1 Initial Members

5.2 Membership Classes

5.3 Admission of New Members

5.4 Member Booster Disclosure

5.5 Voting

5.6 Meetings

6. MANAGEMENT AND GOVERNANCE

6.1 Manager-Managed

6.2 Board of Managers

6.3 Powers of the Board

6.4 Officers

6.5 Compensation of Managers and Officers

6.6 Standard of Care; Fiduciary Duties

6.7 Conflicts of Interest

7. CAPITAL CONTRIBUTIONS AND FUNDING

7.1 Initial Capital Contributions

7.2 Additional Capital Contributions

7.3 Funding Sources

7.4 Operating Budget

7.5 Reserves

8. DISTRIBUTIONS, ALLOCATIONS, AND FISCAL MATTERS

8.1 Allocation of Profits and Losses

8.2 Distributions to Members

8.3 Accounting Method

8.4 Tax Returns

8.5 Books and Records

8.6 Audit Rights

8.7 Tax-Exempt Status Considerations

9. COMPLIANCE COMMITTEE

9.1 Establishment

9.2 Composition

9.3 Duties and Responsibilities

9.4 Compliance Veto Authority

10. ATHLETE SELECTION CRITERIA AND ONBOARDING

10.1 Eligibility Requirements

10.2 Selection Criteria

10.3 Compensation Tiers

10.4 Onboarding Process

11. PAYMENT PROTOCOLS

11.1 Payment Methods

11.2 Payment Schedule

11.3 Payment Documentation

11.4 Withholding and Tax Obligations

11.5 Clawback Provisions

12. BRAND PARTNER RELATIONS

12.1 Brand Partner Approval

12.2 Types of Brand Partner Arrangements

12.3 Brand Partner Agreement

12.4 Commission Structure

13. CONTENT CREATION AND INTELLECTUAL PROPERTY

13.1 Content Ownership

13.2 License Grants

13.3 Social Media Guidelines

13.4 Intellectual Property Restrictions

14. NCAA COMPLIANCE PROVISIONS

14.1 General Compliance Obligation

14.2 Prohibition on Inducements

14.3 Athlete Eligibility Verification

14.4 Institutional Disclosure