Common use of Merchandising Clause in Contracts

Merchandising. Organizer represents and warrants that all merchandise authorized by it to bear the Organizer’s Trademarks [Service Marks] or to be associated with the Event (Event-Related Merchandise) shall be of high standard and of such style, appearance, and quality as to suit the best exploitation of the Event and shall be free from product defects and shall be merchantable and suited for its intended purpose. Organizer shall indemnify and hold harmless Sponsor and Sponsor’s officers, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government procedures, costs, and expenses, including reasonable attorney fees and costs of suit arising out of the failure of this warranty. All Event-Related Merchandise that also bears Sponsor’s Trademarks [Service Marks] shall include appropriate notice of any applicable trademark, service xxxx, or copyright relating to Organizer’s Trademarks [Service Marks] or Sponsor’s Trademarks [Service Marks]. Each party shall reasonably determine what constitutes appropriate notice for its respective Trademarks [Service Marks] and copyrights. 8.1 Sponsor shall have the right in connection with its advertising and promotion of the Products [Services] during the Term to produce and sell Event-Related Merchandise, provided it also bears Sponsor’s Trademarks [Service Marks]. Such merchandise shall be subject to Organizer’s approval, which shall not be unreasonably withheld. 8.2 If Sponsor desires to sell Event-Related Merchandise for which Organizer has authorized a license, and Sponsor desires to purchase such merchandise from such licensee, then Organizer shall require such licensee to sell such merchandise to Sponsor without Organizer’s royalty thereon. Organizer and such licensee shall inform Sponsor in a statement signed by one of each of their respective officers of the amount of Organizer’s royalty thereon. 8.3 If Sponsor manufactures or causes to be manufactured its own Event-Related Merchandise, Sponsor represents and warrants that such merchandise shall be free from defects and merchantable and fit for its particular purpose. Sponsor shall indemnify and hold harmless Organizer and Organizer’s officers, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government proceedings, costs, and expenses, including reasonable attorney fees and costs of suit, arising out of the failure of this warranty. 8.4 In any agreement between Sponsor and any third party relating to the manufacture, distribution, or promotion of Sponsor’s Event-Related Merchandise or otherwise relating to the Event, under which obligations or liabilities in excess of $5000 in the aggregate maybe incurred, Sponsor agrees that such agreement will contain a clause substantially similar to the following: NCTA maintains no liability in any product distributed by this sponsor/participant 8.5 [Third party] will look solely to [Sponsor] for performance and for payment and satisfaction of any obligation or claim arising out of or in connection with this Agreement, and [Third Party] hereby covenants that it will not assert any claim against or look to Sponsor or any officer, director, employee, or representative of Sponsor for satisfaction of any such obligation or claim.

Merchandising. Organizer represents MCA will construct and warrants that all merchandise authorized by it maintain immediately adjacent to bear the Organizer’s Trademarks [Service Marks] or to be associated with the each Permanent Attraction and Live Event (Event-Related Merchandise) shall be for the duration of high standard and operation of such stylePermanent Attraction and/or Live Event) a kiosk or separate covered sales area of at least *** square feet, appearancewhich will exclusively contain merchandise based upon or themed to the same motion picture or television program as the applicable Permanent Attraction or Live Event. Each kiosk or sales area shall include at least *** square feet which is dedicated entirely to licensed DW merchandise; provided, however, that DW acknowledges that such kiosk or sales area may contain a small number of non-themed items (e.g., film and photographic supplies). DW shall sell such licensed DW merchandise to MCA at DW’s customary wholesale price, and quality as receive DW’s customary royalty therefrom. If MCA constructs a Permanent Attraction or Live Event, subject to suit the best exploitation of the Event DW’s pre-existing and shall be free from product defects and shall be merchantable and suited for its intended purpose. Organizer shall indemnify and hold harmless Sponsor and Sponsor’s officersprospective third party merchandising arrangements, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government procedures, costs, and expenses, including reasonable attorney fees and costs of suit arising out of the failure of this warranty. All Event-Related Merchandise that also bears Sponsor’s Trademarks [Service Marks] shall include appropriate notice of any applicable trademark, service xxxx, or copyright relating to Organizer’s Trademarks [Service Marks] or Sponsor’s Trademarks [Service Marks]. Each party shall reasonably determine what constitutes appropriate notice for its respective Trademarks [Service Marks] and copyrights. 8.1 Sponsor MCA shall have the right to manufacture and sell in connection with its advertising and promotion the theme park which houses such Permanent Attraction or Live Event, merchandising based upon the same motion picture or television program on which the applicable Permanent Attraction or Live Event is based. For merchandise so manufactured by MCA for sale at the park, MCA will pay DW a royalty of *** of the Products [Services] during wholesale price (i.e., the Term greater of MCA’s wholesale price or the price MCA would pay to produce the normal DW supplier of comparable goods). For example, if MCA’s wholesale price is *** per t-shirt, and sell EventDW’s t-Related Merchandiseshirt supplier would charge *** for a comparable shirt, provided it also bears Sponsor’s Trademarks [Service Marks]Universal would pay *** on ***. Such merchandise All payments due to DW pursuant to this Paragraph 5 shall be subject made on a quarterly basis and shall be accompanied by a statement setting forth in reasonable detail a description of the items of merchandise, the number of each item manufactured and the wholesale price of each such item. Upon reasonable notice and during normal business hours, DW shall have the right to Organizeraudit MCA’s approvalbooks and records pertaining to the retail sales of merchandise based upon and/or themed to DW properties. MCA shall be solely responsible for maintenance and operation of each kiosk or sales area, which shall not be unreasonably withheld. 8.2 If Sponsor desires to sell Event-Related Merchandise for which Organizer has authorized a licenseincluding without limitation payment of all operating costs and salaries, payment of sales taxes, and Sponsor desires to purchase such merchandise from such licensee, then Organizer shall require such licensee to sell such merchandise to Sponsor without Organizer’s royalty thereon. Organizer and such licensee shall inform Sponsor in a statement signed by one maintenance of each of their respective officers of the amount of Organizer’s royalty thereoncustomary insurance coverage. 8.3 If Sponsor manufactures or causes to be manufactured its own Event-Related Merchandise, Sponsor represents and warrants that such merchandise shall be free from defects and merchantable and fit for its particular purpose. Sponsor shall indemnify and hold harmless Organizer and Organizer’s officers, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government proceedings, costs, and expenses, including reasonable attorney fees and costs of suit, arising out of the failure of this warranty. 8.4 In any agreement between Sponsor and any third party relating to the manufacture, distribution, or promotion of Sponsor’s Event-Related Merchandise or otherwise relating to the Event, under which obligations or liabilities in excess of $5000 in the aggregate maybe incurred, Sponsor agrees that such agreement will contain a clause substantially similar to the following: NCTA maintains no liability in any product distributed by this sponsor/participant 8.5 [Third party] will look solely to [Sponsor] for performance and for payment and satisfaction of any obligation or claim arising out of or in connection with this Agreement, and [Third Party] hereby covenants that it will not assert any claim against or look to Sponsor or any officer, director, employee, or representative of Sponsor for satisfaction of any such obligation or claim.

Merchandising. Organizer represents MCA will construct and warrants that all merchandise authorized by it maintain immediately adjacent to bear the Organizer’s Trademarks [Service Marks] or to be associated with the each Permanent Attraction and Live Event (Event-Related Merchandise) shall be for the duration of high standard and operation of such stylePermanent Attraction and/or Live Event) a kiosk or separate covered sales area of at least *** square feet, appearancewhich will exclusively contain merchandise based upon or themed to the same motion picture or television program as the applicable Permanent Attraction or Live Event. Each kiosk or sales area shall include at least *** square feet which is dedicated entirely to licensed DW merchandise; provided, however, that DW acknowledges that such kiosk or sales area may contain a small number of non-themed items (e.g., film and photographic supplies). DW shall sell such licensed DW merchandise to MCA at DW's customary wholesale price, and quality as receive DW's customary royalty therefrom. If MCA constructs a Permanent Attraction or Live Event, subject to suit the best exploitation of the Event DW's pre-existing and shall be free from product defects and shall be merchantable and suited for its intended purpose. Organizer shall indemnify and hold harmless Sponsor and Sponsor’s officersprospective third party merchandising arrangements, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government procedures, costs, and expenses, including reasonable attorney fees and costs of suit arising out of the failure of this warranty. All Event-Related Merchandise that also bears Sponsor’s Trademarks [Service Marks] shall include appropriate notice of any applicable trademark, service xxxx, or copyright relating to Organizer’s Trademarks [Service Marks] or Sponsor’s Trademarks [Service Marks]. Each party shall reasonably determine what constitutes appropriate notice for its respective Trademarks [Service Marks] and copyrights. 8.1 Sponsor MCA shall have the right to manufacture and sell in connection with its advertising and promotion the theme park which houses such Permanent Attraction or Live Event, merchandising based upon the same motion picture or television program on which the applicable Permanent Attraction or Live Event is based. For merchandise so manufactured by MCA for sale at the park, MCA will pay DW a royalty of *** of the Products [Services] during wholesale price (i.e., the Term greater of MCA's wholesale price or the price MCA would pay to produce the normal DW supplier of comparable goods). For example, if MCA's wholesale price is *** per t-shirt, and sell EventDW's t-Related Merchandiseshirt supplier would charge *** for a comparable shirt, provided it also bears Sponsor’s Trademarks [Service Marks]Universal would pay *** on ***. Such merchandise All payments due to DW pursuant to this Paragraph 5 shall be subject made on a quarterly basis and shall be accompanied by a statement setting forth in reasonable detail a description of the items of merchandise, the number of each item manufactured and the wholesale price of each such item. Upon reasonable notice and during normal business hours, DW shall have the right to Organizer’s approvalaudit MCA's books and records pertaining to the retail sales of merchandise based upon and/or themed to DW properties. MCA shall be solely responsible for maintenance and operation of each kiosk or sales area, which shall not be unreasonably withheld. 8.2 If Sponsor desires to sell Event-Related Merchandise for which Organizer has authorized a licenseincluding without limitation payment of all operating costs and salaries, payment of sales taxes, and Sponsor desires to purchase such merchandise from such licensee, then Organizer shall require such licensee to sell such merchandise to Sponsor without Organizer’s royalty thereon. Organizer and such licensee shall inform Sponsor in a statement signed by one maintenance of each of their respective officers of the amount of Organizer’s royalty thereoncustomary insurance coverage. 8.3 If Sponsor manufactures or causes to be manufactured its own Event-Related Merchandise, Sponsor represents and warrants that such merchandise shall be free from defects and merchantable and fit for its particular purpose. Sponsor shall indemnify and hold harmless Organizer and Organizer’s officers, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government proceedings, costs, and expenses, including reasonable attorney fees and costs of suit, arising out of the failure of this warranty. 8.4 In any agreement between Sponsor and any third party relating to the manufacture, distribution, or promotion of Sponsor’s Event-Related Merchandise or otherwise relating to the Event, under which obligations or liabilities in excess of $5000 in the aggregate maybe incurred, Sponsor agrees that such agreement will contain a clause substantially similar to the following: NCTA maintains no liability in any product distributed by this sponsor/participant 8.5 [Third party] will look solely to [Sponsor] for performance and for payment and satisfaction of any obligation or claim arising out of or in connection with this Agreement, and [Third Party] hereby covenants that it will not assert any claim against or look to Sponsor or any officer, director, employee, or representative of Sponsor for satisfaction of any such obligation or claim.

Merchandising. Organizer represents 7.1 The parties agree that a gift shop shall be established within the Exhibition (the "Exhibition Merchandise Shop") consisting of approximately 400 square feet for the offer of merchandise related to the Titanic, the Exhibition or RMST ("RMST Merchandise") and warrants such other merchandise as the parties shall mutually agree upon. All staff and equipment necessary for the operation of the Exhibition Merchandise Shop shall be furnished by Nauticus. RMST shall provide and replenish as needed an adequate inventory of souvenir apparel (T-shirts, polo shirts, sweat shirts, and caps), printed and audio visual materials, such as posters, post cards, books and videotapes about the Titanic, and other souvenir items, such as pencils, pens, mugs and authentic Titanic coal, for purchase at the Exhibition Merchandise Shop. Any remaining inventory of RMST Merchandise at the expiration of the Exhibition Term shall be the sole property of RMST, and Nauticus shall have no obligation to make any payment for the costs of such goods. A reasonable cross-section of the RMST Merchandise shall also be made available for sale at the gift shop that all customarily operates at Nauticus. The items of merchandise authorized by it to bear the Organizer’s Trademarks [Service Marks] or to be associated with sold at the Event (Event-Related Merchandise) shall be of high standard and of such style, appearance, and quality as to suit the best exploitation of the Event and shall be free from product defects and shall be merchantable and suited for its intended purpose. Organizer shall indemnify and hold harmless Sponsor and Sponsor’s officers, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government procedures, costs, and expenses, including reasonable attorney fees and costs of suit arising out of the failure of this warranty. All Event-Related Merchandise that also bears Sponsor’s Trademarks [Service Marks] shall include appropriate notice of any applicable trademark, service xxxx, or copyright Shop relating to Organizer’s Trademarks [Service Marks] or Sponsor’s Trademarks [Service Marks]. Each party shall reasonably determine what constitutes appropriate notice for its respective Trademarks [Service Marks] and copyrights. 8.1 Sponsor shall have depicting the right in connection with its advertising and promotion of the Products [Services] during the Term to produce and sell Event-Related Merchandise, provided it also bears Sponsor’s Trademarks [Service Marks]. Such merchandise Titanic shall be subject to Organizer’s approvalRMST's consent, which consent shall not be unreasonably withheld, based upon RMST's desire to preserve and promote the memory of the Titanic with dignity and respect, and with due regard to Titanic's historical and maritime significance. 8.2 If Sponsor desires 7.2 To the extent that Nauticus obtains the names and/or addresses of the purchasers of merchandise at the Exhibition, a list of such names and addresses shall be furnished to sell Event-Related Merchandise for which Organizer has authorized a licenseRMST. Both parties shall have the right to use the list of such purchasers as they may respectively determine thereafter, independent of, and Sponsor desires to purchase such merchandise from such licenseewithout claims or rights, then Organizer shall require such licensee to sell such merchandise to Sponsor without Organizer’s royalty thereon. Organizer and such licensee shall inform Sponsor in a statement signed by one of each of their respective officers of the amount of Organizer’s royalty thereonother party hereto. 8.3 If Sponsor manufactures 7.3 No merchandise derived from, related to or causes to be manufactured its own Event-Related Merchandisedepicting the Artifacts, Sponsor represents and warrants that such merchandise Supporting Material or other property rights of RMST shall be free from defects offered for sale or sold by Nauticus through any outlet other than the Merchandise Shop or at satellite merchandise sites in the metropolitan area of Norfolk, Virginia during the Exhibition Term, including, but not limited to, direct marketing programs conducted by mail, telemarketing, any public or proprietary on-line computerized interactive information retrieval network or system (the "Internet"), or otherwise, without the express written consent of RMST. 7.4 Nothing in this Agreement shall be construed as prohibiting or limiting the rights of RMST to market merchandise related to the Titanic through non-retail means throughout the world and merchantable and fit for its particular purpose. Sponsor shall indemnify and hold harmless Organizer and Organizer’s officers, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government proceedings, costs, and expenses, including reasonable attorney fees and costs of suit, arising out through retail means outside of the failure Commonwealth of this warrantyVirginia. 8.4 In any agreement between Sponsor and any third party relating to the manufacture, distribution, or promotion of Sponsor’s Event-Related Merchandise or otherwise relating to the Event, under which obligations or liabilities in excess of $5000 in the aggregate maybe incurred, Sponsor agrees that such agreement will contain a clause substantially similar to the following: NCTA maintains no liability in any product distributed by this sponsor/participant 8.5 [Third party] will look solely to [Sponsor] for performance and for payment and satisfaction of any obligation or claim arising out of or in connection with this Agreement, and [Third Party] hereby covenants that it will not assert any claim against or look to Sponsor or any officer, director, employee, or representative of Sponsor for satisfaction of any such obligation or claim.

Merchandising. Organizer represents (a) During the Term and warrants that all in the Territory, Promoter’s affiliated merchandising company (the “Merchandise Company”) shall have the non-exclusive right to manufacture, or cause to have manufactured, distribute, sell, advertise and promote certain items of merchandise authorized by it based on or utilizing the approved elements of the Property or the Trademarks, and the exclusive right (subject to bear BV’s written pre-approval on a product-by-product basis) to manufacture, or cause to have manufactured, distribute, sell, advertise and promote certain items of merchandise based on the Organizer’s Trademarks [Service Marks] or to be Exhibit which is specifically themed and expressly associated with the Event Exhibit (Eventthe "Licensed Articles"). The Merchandise Company agrees to consult with BV in conjunction with the overall merchandise plan and online merchandise store design, and the design and use of the Trademarks and Property on the Licensed Articles and in connection with any packaging and/or promotional materials for the Products must be pre-Related Merchandise) approved in writing by BV. Merchandise Company shall pay all costs of goods sold for the Licensed Articles, including shipping and warehousing, and shall pay the costs of labor at the merchandise store. Merchandise Company shall be of high standard permitted to sell Licensed Articles at the Approved Venues and of such style, appearance, and quality as to suit on the best exploitation of online merchandise store for the Event and shall be free from product defects and shall be merchantable and suited for its intended purpose. Organizer shall indemnify and hold harmless Sponsor and Sponsor’s officers, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government procedures, costs, and expenses, including reasonable attorney fees and costs of suit arising out of Exhibit (the failure of this warranty. All Event-Related Merchandise that also bears Sponsor’s Trademarks [Service Marks] shall include appropriate notice of any applicable trademark, service xxxx, or copyright relating to Organizer’s Trademarks [Service Marks] or Sponsor’s Trademarks [Service Marks]. Each party shall reasonably determine what constitutes appropriate notice for its respective Trademarks [Service Marks] and copyrights“Distribution Channels”). 8.1 Sponsor (b) Promoter shall have the right to purchase additional licensed merchandise from authorized licensees of BV for sale at the Exhibit ("Other Licensed Merchandise"). For the sake of clarification, Promoter shall negotiate and contract directly with BV’s authorized licensees separately regarding the quantity and price of any Other Licensed Merchandise. BV shall use reasonable commercial efforts to aid Promoter in connection with its advertising and promotion obtaining per unit discounts off of the Products [Services] during wholesale price for such units of Other Licensed Merchandise at the Term following rates for each of BV’s authorized licensees: (c) Souvenir photo concessions created at the Exhibit ("Exhibit Photo Concessions") may be offered for sale and sold at the Exhibit to produce persons visiting the Exhibit and sell Event-Related Merchandise, provided it also bears Sponsor’s Trademarks [Service Marks]. Such merchandise shall be subject to Organizer’s approval, which shall not be unreasonably withheldtreated as Licensed Article sales under this Agreement. 8.2 If Sponsor desires to sell Event-Related Merchandise for which Organizer has authorized a license, (d) The Standard Terms and Sponsor desires to purchase such merchandise from such licensee, then Organizer shall require such licensee to sell such merchandise to Sponsor without Organizer’s royalty thereon. Organizer and such licensee shall inform Sponsor in a statement signed by one of each of their respective officers of the amount of Organizer’s royalty thereon. 8.3 If Sponsor manufactures or causes to be manufactured its own Event-Related Merchandise, Sponsor represents and warrants that such merchandise shall be free from defects and merchantable and fit for its particular purpose. Sponsor shall indemnify and hold harmless Organizer and Organizer’s officers, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government proceedings, costs, and expenses, including reasonable attorney fees and costs of suit, arising out of the failure Conditions annexed hereto constitute part of this warranty. 8.4 In any agreement between Sponsor Agreement and any third party relating to the manufacture, distribution, or promotion of Sponsor’s Event-Related Merchandise or otherwise relating to the Event, under which obligations or liabilities in excess of $5000 in the aggregate maybe incurred, Sponsor agrees that such agreement will contain a clause substantially similar to the following: NCTA maintains no liability in any product distributed are hereby incorporated by this sponsor/participant 8.5 [Third party] will look solely to [Sponsor] for performance and for payment and satisfaction of any obligation or claim arising out of or reference in connection with this AgreementParagraph 8. To the extent that there is any inconsistency between this Agreement and the Standard Terms and Conditions, and [Third Party] hereby covenants that it will not assert any claim against or look to Sponsor or any officer, director, employee, or representative of Sponsor for satisfaction of any such obligation or claimthis Agreement shall govern.

Merchandising. Organizer represents (a) During the Term and warrants that all in the Territory, Promoter’s affiliated merchandising company (the “Merchandise Company”) shall have the non-exclusive right to manufacture, or cause to have manufactured, distribute, sell, advertise and promote certain items of merchandise authorized by it based on or utilizing the approved elements of the Property or the Trademarks, and the exclusive right (subject to bear BV’s written pre-approval on a product-by-product basis) to manufacture, or cause to have manufactured, distribute, sell, advertise and promote certain items of merchandise based on the Organizer’s Trademarks [Service Marks] or to be Exhibit which is specifically themed and expressly associated with the Event Exhibit (Eventthe "Licensed Articles"). The Merchandise Company agrees to consult with BV in conjunction with the overall merchandise plan and online merchandise store design, and the design and use of the Trademarks and Property on the Licensed Articles and in connection with any packaging and/or promotional materials for the Products must be pre-Related Merchandise) approved in writing by BV. Merchandise Company shall pay all costs of goods sold for the Licensed Articles, including shipping and warehousing, and shall pay the costs of labor at the merchandise store. Merchandise Company shall be of high standard permitted to sell Licensed Articles at the Approved Venues and of such style, appearance, and quality as to suit on the best exploitation of online merchandise store for the Event and shall be free from product defects and shall be merchantable and suited for its intended purpose. Organizer shall indemnify and hold harmless Sponsor and Sponsor’s officers, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government procedures, costs, and expenses, including reasonable attorney fees and costs of suit arising out of Exhibit (the failure of this warranty. All Event-Related Merchandise that also bears Sponsor’s Trademarks [Service Marks] shall include appropriate notice of any applicable trademark, service xxxx, or copyright relating to Organizer’s Trademarks [Service Marks] or Sponsor’s Trademarks [Service Marks]. Each party shall reasonably determine what constitutes appropriate notice for its respective Trademarks [Service Marks] and copyrights“Distribution Channels”). 8.1 Sponsor (b) Promoter shall have the right to purchase additional licensed merchandise from authorized licensees of BV for sale at the Exhibit ("Other Licensed Merchandise"). For the sake of clarification, Promoter shall negotiate and contract directly with BV’s authorized licensees separately regarding the quantity and price of any Other Licensed Merchandise. BV shall use reasonable commercial efforts to aid Promoter in connection with its advertising and promotion obtaining per unit discounts off of the Products [Services] during wholesale price for such units of Other Licensed Merchandise at the Term following rates for each of BV’s authorized licensees: Per Unit Discount 1-99 units 100-249 units 250-499 units 500-999 units 1000+ units Discount off of wholesale price 50% 55% 60% 65% 70% (c) Souvenir photo concessions created at the Exhibit ("Exhibit Photo Concessions") may be offered for sale and sold at the Exhibit to produce persons visiting the Exhibit and sell Event-Related Merchandise, provided it also bears Sponsor’s Trademarks [Service Marks]. Such merchandise shall be subject to Organizer’s approval, which shall not be unreasonably withheldtreated as Licensed Article sales under this Agreement. 8.2 If Sponsor desires to sell Event-Related Merchandise for which Organizer has authorized a license, (d) The Standard Terms and Sponsor desires to purchase such merchandise from such licensee, then Organizer shall require such licensee to sell such merchandise to Sponsor without Organizer’s royalty thereon. Organizer and such licensee shall inform Sponsor in a statement signed by one of each of their respective officers of the amount of Organizer’s royalty thereon. 8.3 If Sponsor manufactures or causes to be manufactured its own Event-Related Merchandise, Sponsor represents and warrants that such merchandise shall be free from defects and merchantable and fit for its particular purpose. Sponsor shall indemnify and hold harmless Organizer and Organizer’s officers, directors, employees, successors, and assigns from any claims, damages, liabilities, losses, government proceedings, costs, and expenses, including reasonable attorney fees and costs of suit, arising out of the failure Conditions annexed hereto constitute part of this warranty. 8.4 In any agreement between Sponsor Agreement and any third party relating to the manufacture, distribution, or promotion of Sponsor’s Event-Related Merchandise or otherwise relating to the Event, under which obligations or liabilities in excess of $5000 in the aggregate maybe incurred, Sponsor agrees that such agreement will contain a clause substantially similar to the following: NCTA maintains no liability in any product distributed are hereby incorporated by this sponsor/participant 8.5 [Third party] will look solely to [Sponsor] for performance and for payment and satisfaction of any obligation or claim arising out of or reference in connection with this AgreementParagraph 8. To the extent that there is any inconsistency between this Agreement and the Standard Terms and Conditions, and [Third Party] hereby covenants that it will not assert any claim against or look to Sponsor or any officer, director, employee, or representative of Sponsor for satisfaction of any such obligation or claimthis Agreement shall govern.