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Sonark Sponsorship AgreementPage 4 of 10 <br />8. Indemnity & Liability <br /> <br />8.1. Indemnification. Each Party will defend, indemnify, and hold the other Party and its officers, directors, <br />shareholders, subsidiaries, employees and agents harmless from and against any and all losses, damages, <br />claims, liabilities and expenses (including legal fees), suffered or incurred as a result of or in connection <br />with any breach by the indemnifying Party of the obligations and/or warranties set out in this Agreement, <br />or other acts or omissions, whether based in contract or tort. <br />14 <br />8.2. Limit of Liability. Sponsor’s aggregate liability for all incidents of claim under this Agreement shall not <br />exceed one half of all or any sums paid by Sonark pursuant to this Agreement. <br /> <br />9. Confidentiality <br />15 <br />9.1. Each party acknowledges that oral and/or written confidential information may be disclosed by one party <br />(“Disclosing Party”) to the other party (“Receiving Party”) in connection with the Sponsorship, <br />including technology, ideas, know how, processes, inventions, trade secrets, designs, research, business <br />methods, business operations, finances, production plans, product release plans, marketing plans and/or <br />strategies. Each party agrees that the Receiving Party will not disclose any such confidential information <br />of the Disclosing Party to any third party without the prior written approval of the Disclosing Party; <br />provided that confidential information shall not include information which (i) is in the public domain at <br />the time of disclosure or becomes part of the public domain not through Receiving Party’s act or <br />omission, (ii) was obtained by Receiving Party prior to disclosure from a third party not subject to non- <br />disclosure obligations, (iii) is independently developed by Receiving Party, or (iv) is required to be <br />disclosed by law or pursuant to a written order by competent authorities. <br />16 <br />9.2. The confidentiality obligations shall survive for a period of three (3) years from the end of the <br />Sponsorship Term. <br /> <br />10. Intellectual Property Rights <br /> <br />10.1. All Intellectual Property developed solely by one Party without any input or contribution from the other <br />Party shall be the sole and exclusive property of the first Party, and the first Party shall retain all rights <br />and title thereto. <br />17 <br />10.2. All Intellectual Property developed by Sonark or jointly by the Parties in connection with this Agreement <br />shall be the property of Sonark. Nothing in this Agreement shall be construed as providing to Sponsor <br />any right, license or permission to deal with Sonark’s Intellectual Property. For the avoidance of doubt, <br />all right, title and interest, including copyright, in and to the Productions shall be owned solely by <br />Sonark. <br /> <br />11. Expiry or Termination <br /> <br />11.1. Default. If either Party defaults in the performance of any provision of this Agreement, then the other <br />Party may give written notice to the defaulting Party requiring the default to be cured, and if the default <br />is not cured within fourteen (14) days of the notice, this Agreement shall, without prejudice to any right <br />to damages, automatically terminate at the end of the period. <br /> <br />18 <br />19 <br />11.2. Survival. All provisions of this Agreement, which by their nature extend beyond expiry or termination <br />of this Agreement, shall remain in full force and effect notwithstanding the expiry or termination of this <br />Agreement. Expiry or termination shall not affect any accrued rights or liability. <br /> <br />Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E