EXCLUSIVE SPONSOR AGREEMENT WHEREAS: B. The Sponsor wishes to be the sole official beverage sponsor of the “major international multisport event” (the “Event”) for the term of this Agreement. NOW THEREFORE the parties agree as follows: 1.0 DEFINITIONS 1.1 Definitions – Unless the context otherwise requires, in this Agreement: “ambush marketing” includes passing off, as defined by section 7 of the Trade-Marks Act, R.S.C. 1985, c. T-13 and any action, including marketing, which is likely to convey to the public a false impression that the Organizer approved, authorized, endorsed or was in some manner associated with the wares or services of a third party. “third party” means any party who is not a party to this agreement. “sole official beverage sponsor” means Company A “sole official beverage” means IP Cola. 3.0 GRANT OF RIGHTS 4.1 Grant – Subject to the provisions of this Agreement, the Organizer shall grant to the Sponsor: (a) the exclusive licence and consent to use the Marks in the Territory on the Products, on all Product Ancillary Materials, in all advertising and in association with all promotional materials in association with beverages; (b) the non-exclusive licence and consent to use the Marks in the Territory on the Sponsor’s stationery and publications and in its advertising and promotions without reference to the Products; and (c) the non-exclusive licence and consent to use the Marks in the Territory for Premium promotions, subject to the Organizer’s prior approval of the promotion (d) the exclusive license to protect, by way of proceedings, its rights to use the Marks in the Territory on the Products, on all Product Ancillary Materials, in all advertising and in association with all promotional materials in association with beverages, in the event that the Organizer does not take such necessary steps to protect the Sponsor’s rights to such exclusive use. The foregoing uses of the Marks shall indicate the relationship of the Sponsor to the Event and shall be accompanied by the words “Sole Official Beverage Sponsor of the Event”. 5.0 USEOF MARKS 5.1 Use of Marks – The Sponsor: (a) shall use the Marks solely in accordance with the provisions of this Agreement and the approvals granted by the Organizer pursuant to it; (b) shall faithfully and accurately reproduce the Marks in accordance with the graphic standards established by the Organizer from time to time; (c) shall not use any unapproved forms of the Marks, adopt a confusingly similar mark or use the Marks as part of a trade, business or corporate name or style; (d) shall not fragment or merge any Marks with any trade-name or other marks or reproduce any Mark in a three dimensional model form; (e) shall not use the Marks in any way which might jeopardize or dilute the Organizer’s proprietary interest in or the validity of the Marks; and (f) shall have no right, title or interest in the Marks except to use the Marks in the manner set out in the Agreement, and to protect, by way of proceedings, the Sponsor’s exclusive rights as the sole official beverage sponsor in accordance with Article 8.0. Without limiting the generality of the foregoing, this Section shall apply to the Sponsor’s use of the Marks on Premiums. 7.0 ORGANIZER USE OF SPONSOR MARKS 7.2 Identification with Third Parties – The Organizer shall not permit any trade mark, trade name, emblem, logo or other marks denoting or identifying any third party or any third party’s products or services to appear or otherwise form a part of any promotional or advertising materials which display the Marks, if the use of the trade mark, trade name, emblem, logo or other marks denoting or identifying any third party or any third party’s products or services would constitute ambush marketing as defined in Article 1.0. And, the Organizer shall protect, by way of proceedings, the Sponsor’s rights to use the trade mark, trade name, emblem, logo or other marks in association with beverages. 8.0 ORGANIZER MAY BE REQUIRED TO TAKE PROCEEDINGS The Sponsor may call on the Organizer to take proceedings for ambush marketing thereof, and, if the owner refuses or neglects to do so within two months after being so called on, the licensee may institute proceedings for ambush marketing in the Sponsor’s own name as if the Sponsor were the owner of the Organizer’s trademark, tradename, emblem, logo or other marks associated with the Event.
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