2014-246-E AMS - Sports Endeavors Naming Agreement

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Page 3 of 7 3.4. Use of Facility. 3.4.1. Sports Endeavors shall have the right, subject to the provisions of this Section, to utilize the Facility for company events. Sports Endeavors shall provide Orange County with not less than thirty (30) days notice of any such request to utilize the Facility. Such usage shall be on the dates mutually agreed upon by the parties, based on Facility availability. Sports Endeavors shall reimburse Orange County for any related fees or costs typically charged or incurred by Orange County associated with the company events (i.e. set up, security, supervision, clean up, etc.). 3.5. Advisory Board. 3.5.1. In the event an Advisory Board is created with regard to use of the Facility by Orange County, Sports Endeavors shall have the option, at its sole discretion, to place at least one (1) member on such Advisory Board. 4. PAYMENTS. Sports Endeavors shall, on or before thirty (30) days following the date of this Agreement, pay Orange County the amount of Thirty Five Thousand and No/100 Dollars ($ 35,000.00). This amount shall also be paid by Sports Endeavors during the month of July in each of the following four years. In addition, Sports Endeavors shall pay Orange County up to $30,000 and No/100 Dollars ($30,000) per year for five years within 30 days from receipt of matching funds in each such year, as a matching contribution to the amount that Orange County is able to raise in each such year with funds provided by other businesses and/or donors to the Facility. 5. INTELLECTUAL PROPERTY 5.1. Sports Endeavors grants Orange County the right to use its trademarks, trade names and service marks, including the Sports Endeavors and SOCCER.COM logos (“Sports Endeavors Marks”) solely in connection with the identification of the Facility and use on the Promotional Media. Prior to use of the Sports Endeavors Marks in the Promotional Media or on signage, Orange County shall provide Sports Endeavors with examples of proposed uses prepared by or for Orange County for review and approval. Orange County acknowledges that its use of the Sports Endeavors Marks shall inure to the sole benefit of Sports Endeavors and shall not create any right, title or interest in same in favor of Orange County. Orange County agrees to comply with Sports Endeavors’ guidelines as may be provided to Orange County from time to time concerning use of Sports Endeavors Marks. Sports Endeavors reserves the right to prohibit the use of Sports Endeavors Marks, or to modify any materials depicting Sports Endeavors Marks, if in its sole judgment such use may be illegal, misleading or inappropriate. 5.2. Orange County grants Sports Endeavors the right to use the Facility name and images for marketing purposes, in any media, subject to prior and timely review by Orange County. Such review is intended to help ensure accuracy and coordination of marketing and public relations efforts between Sports Endeavors and Orange County related to the Facility. 5.3. Orange County grants Sports Endeavors the right to use the Orange County seal (logo), which is a registered mark with the North Carolina Secretary of State’s office, solely in connection with the identification of the Facility. Sports Endeavors acknowledges that its use of the Orange County seal (logo) shall inure to the sole benefit of Orange County and shall not create any right, title or interest in same in favor of Sports Endeavors. Sports Endeavors agrees to comply with Orange County’s guidelines as may be provided to Sports Endeavors from time to time concerning use of its seal (logo), or to modify any materials depicting its seal, if in its sole judgment such use may be illegal, misleading or inappropriate. 5.4. Each party shall provide a single point of contact for any approvals required under the Agreement (“Approval Coordinator”), as named below: DocuSign Envelope ID: EDE59A19-177F-4FF3-A201-702C7EB66D34