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Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E <br /> 17 <br /> 11.5 Extension. Upon the expiration of the Sponsorship Term, Sponsor shall have a first right of refusal to <br /> continue as Sonark's sponsor of the Sponsored Production for one (1) additional year ("Extension <br /> Term"). Sponsor must notify Sonark no later than sixty (60) days prior to the expiration of the <br /> Sponsorship Term that it desires to negotiate exclusively with Sonark with regard to an Extension Term. <br /> Upon receipt of such notice,the Parties agree to negotiate exclusively regarding an Extension Term for <br /> up to thirty (30) days ("Negotiation Period"). Sonark shall not negotiate with any third party with <br /> respect to sponsorship of the Productions during the Negotiation Period. <br /> 20 <br /> 12. Miscellaneous <br /> 12.1. Relationship. The Parties are independent contractors without the power to bind,contract or commit the <br /> other Party, and will represent themselves to any third parties only as such. <br /> 12.2. Non-Waiver. No failure or delay by a Party in exercising any right, power or privilege under this <br /> Agreement shall operate as a waiver thereof,nor shall any single or partial exercise of any right,power <br /> or privilege preclude any other or further exercise thereof or any other right,power or privilege. <br /> 12.3. Severability. If any provision herein is found by a court of competent jurisdiction to be void or <br /> unenforceable, the provision shall be modified as necessary to conform to such laws or, if such <br /> modification would destroy the intent of the Parties,the provision shall be severed from this Agreement, <br /> and this Agreement shall be interpreted without reference to the severed provision. <br /> 12.4. Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes <br /> any and all prior agreements,representations,understandings,whether written or oral. <br /> 12.5. Notices. Any notice required under this Agreement shall be given in writing, in the English language <br /> and sent to the address,facsimile number or e-mail address of the other Party as set out on the first page <br /> of this Agreement, or such other address or number as shall have been notified to the other Party in <br /> accordance with this provision.Notices shall be sent by registered post or equivalent,facsimile,courier, <br /> or by electronic transmission. If posted, the notice shall be deemed to have been received three (3) <br /> working days after the date of posting or,in the case of a notice to an addressee not in the country of the <br /> sender, ten (10) working days after the date of posting. If sent by facsimile or electronic transmission, <br /> upon confirmation of complete receipt being given by the intended receiving Party. If couriered, notice <br /> will be deemed to have been received on delivery. <br /> 12.6. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance <br /> with the laws of the state of North Carolina. All disputes, controversies or claims between the Parties <br /> arising out of or in connection with this Agreement(including its existence,validity or termination)shall <br /> be settled in the courts located in North Carolina. <br /> 12.7. Inconsistency. In event of any inconsistency between the schedules and the main body of this <br /> Agreement,the latter shall prevail. <br /> 12.8. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be <br /> considered an original instrument and all of which together will be considered one and the same <br /> agreement. <br /> 12.9. Schedules and Addenda.The following schedules and/or addenda are attached to and made a part of this <br /> Agreement at its inception: <br /> Name of Schedule or Addenda: <br /> Schedule 1 Obligations <br /> Schedule 2 Sponsorship Fees <br /> Sonark Sponsorship AgreementPage 5 of 10 <br />