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Sonark Sponsorship AgreementPage 2 of 10 <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 /> <br />1.6. “Marks” – trademarks, trade names, service marks, images, logos, photographs and any other mark <br />owned or controlled by the Parties. <br /> <br />1.7. Words importing the singular include the plural and vice versa. <br /> <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 /> <br />2. Obligations & Sponsorship Fees <br /> <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 /> <br />3. Payment <br /> <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 /> <br />4. License Grant <br /> <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 />Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E