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Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E <br /> 14 <br /> 1.5. "Pre-existing IP"means all Intellectual Property owned or licensed by a Party(a)before commencing <br /> any services or development work in connection with this Agreement; or (b) independent of this <br /> Agreement. <br /> 1.6. "Marks" — trademarks, trade names, service marks, images, logos, photographs and any other mark <br /> owned or controlled by the Parties. <br /> 1.7. Words importing the singular include the plural and vice versa. <br /> 1.8. Headings are for ease of reference only and have no legal effect and reference to Clauses and Schedules <br /> are to clauses of and schedules to this Agreement. <br /> 2. Obligations& Sponsorship Fees <br /> 2.1. During the Sponsorship Term,Sonark shall ensure the performance of the obligations set out in Schedule <br /> 1. <br /> 9 <br /> 2.2. In consideration of the proper performance of the obligations of Sonark under this Agreement, Sponsor <br /> agrees to provide the fees("Sponsorship Fees")detailed in Schedule 2. <br /> 3. Payment <br /> 3.1. Invoicing. Where a payment is due from Sponsor, Sonark shall send an invoice to Sponsor and payment <br /> will be submitted directly to Sonark's financial institution. The invoice shall be paid by the date that is <br /> the later of the 30 days following the date the applicable invoice is received or 30 days from the invoice <br /> date. <br /> 10 <br /> 3.2. Tax Treatment. Any value added, goods and services, or similar tax imposed by any government, <br /> statutory or tax authority shall be borne solely by the Sonakr. If Sponsor is obliged to withhold tax at <br /> source in connection with the amounts due under this Agreement, Sponsor will withhold and pay such <br /> withholding taxes to the appropriate tax authority on behalf of Sonark and pay Sonark the net amount <br /> after deduction of the applicable withholding tax. Sponsor must provide Sonark with properly executed <br /> documentation, certificates or receipts evidencing payment of such withholding tax. Sponsor will <br /> reasonably cooperate with Sonark to minimize withholding taxes. <br /> 4. License Grant <br /> 4.1. License Grant to Sponsor Marks. (a) During the Sponsorship Term, Sponsor hereby grants to Sonark <br /> (i) a non-exclusive, irrevocable license to reproduce, display and/or affix the Sponsor Marks solely for <br /> the purposes set out in this Agreement in the Territory provided always that such use of the Sponsor <br /> Marks shall always be subject to Sponsor's prior written approval, which approval shall not be <br /> unreasonably withheld, and(ii) an irrevocable license to embody the Sponsor Content in each Episode <br /> as further set forth herein; and (b) Sponsor hereby grants to Sonark a non-exclusive, irrevocable, <br /> worldwide license to reproduce, reshare, retweet, display and/or promote the Sponsor Marks and the <br /> Sponsor Content on Sonark's website, social channels and/or any other Sonark owned platforms solely <br /> for the purposes set out in this Agreement in the Territory. Sponsor Marks that have been archived or <br /> affixed during the Sponsorship Term (including in the Productions) shall not be affected by the <br /> termination of the license. <br /> 11 <br /> 4.2. Ownership. Sponsor acknowledges that Sonark owns the Sonark brand and all Intellectual Property <br /> rights (as owner or licensor) embodied in or as used in connection with the Productions, including the <br /> Sonark Marks, registered or otherwise. Sponsor shall not perform any act or cause any act to be <br /> performed that challenges, contests, impairs or invalidates any of Sonark's rights in the Sonark Marks <br /> Sonark Sponsorship AgreementPage 2 of 10 <br />