Case 1:17-cv-05495-MKB-ST Document 26-5 Filed 10/16/17 Page 17 of 168 PagelD #: 1565 Carol USL’s Response to December 3, 2016 Term Sheet Submitted by a, Jacksonville, Indianapolis, Miami, Puerto Rico and San Francisco USL will respond to each team individually with a proposed LOI. The LOI will include: a. Economic terms of participation in USL. b, Standard terms and conditions for a USL franchise ¢. Indemnification provisions, which in addition to standard provisions for franchises will include indemnification from any and all liabilities or claims related to NASL in any way. Indemnification may require personal ‘guarantees and indemnification from team owners as USL deems appropriate in its sole discretion. 4. Additional specific terms and conditions as USL deems appropriate in its sole discretion to address any specific concems USL may have with any team. Each team wishing to become a USL franchise will need to complete an application and USL will perform its standard due diligence. USL will work expeditiously to complete due diligence. Asa condition precedent, USL must receive: a. Waivers, hold harmless and indemnification agreements from NASL, NASL shareholders or members, and any NASL team not seeking membership in USL. USL has been clear throughout this process that it has not initiated contact with any NASL team and has not contacted NASL directly. As the movement of these teams likely will result in the NASL ceasing operations as a league, it needs to be clear that USL is not a “successor” entity to NASL in any way and is not responsible for any liability of or to NASL. USL does not want to be dragged into any litigation related to the NASL. b. Assurances as to NASL’s orderly liquidation, NASL marks, logos, trade names, footage to be transferred to US Soccer Hall of Fame with restrictive covenant not to be used in connection with any operating league in the future.