Roadblocks In Enforcing NIL Agreements

The University of Cincinnati’s lawsuit against Brendan Sorsby in an Ohio federal court last month raised two questions of interest to student-athletes and their universities: whether a university NIL licensing agreement’s liquidated damages provision is enforceable and whether the agreement’s confidential terms can be made public through the litigation.

Is a Liquidated Damages Provision in a University Licensing Agreement an Unenforceable Penalty?

In July 2025, Sorsby and the university signed a confidential name, image, and likeness (NIL) licensing agreement covering eighteen months and two seasons. The university sued Sorsby after he transferred to Texas Tech six months into the agreement.

The university seeks to enforce the agreement’s liquidated damages provision. As the university describes it, Sorsby promised to pay the university $1 million in liquidated damages if he breached the agreement by transferring to another institution.

Sorsby sought dismissal of the complaint on the ground that the liquidated damages provision imposes an unreasonable penalty. He also challenged the University’s motive for bringing suit, alleging that “UC ‘filed this action to garner a news headline that it was going to punish a former star athlete who dares to exercise his right to leave the school.’”

The Ohio federal court denied Sorsby’s motion to dismiss last week, but it did not determine whether the provision, on the facts, satisfied Ohio’s test for valid liquidated damages. The enforceability question therefore remains unresolved. Universities with liquidated damages provisions in their licensing agreements would welcome a decision affirming the efficacy of those provisions; this ruling does not yet provide that answer.

One Way to Learn the Provisions of An NIL Agreement

The second issue concerns public access to the terms of NIL agreements and is of interest to schools, students, and the public. Most state laws make these agreements confidential, raising the question whether their terms can be made public when an agreement is at issue in litigation.

Three weeks ago, the Cincinnati Enquirer, a division of Gannett GP Media, moved to intervene in the Sorsby lawsuit so that it could seek to unseal the NIL licensing agreement. It stated its reason for intervention: “for the purpose of filing a Motion to Unseal the name, image, and likeness licensing agreement between Plaintiff University of Cincinnati and Defendant Brendan Sorsby,…”

The university opposed the motion last week, and further pleadings are available to the newspaper. Beyond this specific case, the newspaper’s request to intervene and its proposed request to unseal the agreement raise the broader question of whether news-media intervention in litigation over NIL agreements will become a vehicle for public access to otherwise confidential student-athlete agreements.

In summary, the ongoing lawsuit between the University of Cincinnati and Brendan Sorsby highlights critical issues surrounding the enforceability of liquidated damages provisions in NIL agreements and the potential for public access to their confidential terms. As the court navigates these complex questions, the outcomes could significantly impact how universities structure their agreements and the transparency of student-athlete contracts in the future.