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Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E <br /> 15 <br /> or any registrations derived from such rights at any time during or after the Sponsorship Term. Sonark <br /> acknowledges that Sponsor owns the Sponsor brand and all Intellectual Property rights (as owner or <br /> licensor)embodied in or as used in connection with the Sponsor Content, including the Sponsor Marks, <br /> registered or otherwise. Sonark shall not perform any act or cause any act to be performed that <br /> challenges, contests, impairs or invalidates any of Sponsor's rights in the Sponsor Marks or any <br /> registrations derived from such rights at any time during or after the Sponsorship Term. <br /> 4.3 Rights in Productions. All right, title and interest, including copyrights, in and to the Productions <br /> (excluding any of the Sponsor IP) shall be owned and controlled by Sonark, and Sonark shall have the <br /> full, unencumbered right to produce, distribute, license, sell, broadcast, stream and re-broadcast each <br /> Episode through all channels and all means anywhere in the Territory, including,but not limited to, on <br /> PBS stations. <br /> 5. Branding <br /> 5.1. Sponsor agrees that Sonark shall have editorial say and approval over the Sponsor Content, provided <br /> that Sponsor follows the guidelines provided by Sonark, which may be updated from time to time.. <br /> Sponsor shall provide copies of each version of Sponsor Content to Sonark for Sonark's reasonable <br /> review prior to inclusion in the Productions. <br /> 12 <br /> 5.2. The Parties shall co-operate in good faith on all announcements regarding this Agreement and the <br /> inclusion of Sponsor Content in the Productions. Sponsor shall ensure that it shall not issue any <br /> announcement regarding this Agreement and/or the Productions, without first consulting and obtaining <br /> the approval of Sonark. <br /> 6. Category Exclusivity <br /> 6.1. Throughout the Sponsorship Term, Sponsor shall ensure that it exclusively sponsors Sonark and the <br /> Productions and shall not sponsor any similar or competing television productions broadcasting live <br /> musical performances. <br /> 6.2 Sponsor shall inform Sonark and keep Sonark informed of all sponsorships received from third parties <br /> during the Sponsorship Term and address any concerns of Sonark relating to potentially prejudicial <br /> impact of any of the said third party sponsorships. <br /> 7. Warranties <br /> 7.1. Right to Enter into Agreement. Sponsor represents and warrants to Sonark that it has the right and power <br /> to enter into this Agreement as well as to grant the licenses provided in this Agreement, and that it has <br /> procured all rights,permissions and approvals necessary for the performance of its obligations and the <br /> licenses granted under this Agreement. Sonark represents and warrants to Sponsor that it has the right <br /> and power to enter into this Agreement, and that it has procured all rights, permissions and approvals <br /> necessary for the performance of its obligations and the licenses granted under this Agreement. <br /> 13 <br /> 7.2. Breach. The Parties each represent and warrant that it shall be fully responsible for any breach of the <br /> obligations and/or warranties set out in this Agreement, or other acts or omissions, whether based in <br /> contract or tort. <br /> 7.3. Material Disclosures and Compliance with FTC Guidelines. When producing the Sponsor Content,the <br /> Sponsor must clearly disclose its material connection with Sonark, including the fact that the Sponsor <br /> was given any consideration, was provided with certain experiences or is being paid for a particular <br /> service. <br /> Sonark Sponsorship AgreementPage 3 of 10 <br />