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Sonark Sponsorship AgreementPage 5 of 10 <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 /> <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 /> <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 /> <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 /> <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 /> <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 /> <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 /> <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 /> <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 /> <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 /> <br />Name of Schedule or Addenda: <br />Schedule 1 Obligations <br />Schedule 2 Sponsorship Fees <br />Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E