Common use of Obligations of the Sponsor Clause in Contracts

Obligations of the Sponsor. 5.1 The Sponsor undertakes to the Organiser: • to exercise the Sponsorship Rights strictly in accordance with the terms of this Agreement. For avoidance of doubt, the Sponsor shall not use or exploit any of the Commercial Rights (other than the Sponsorship Rights) in any way; • to provide to the Organiser, at the Sponsor’s sole cost and expense, all suitable material including artwork of the Sponsor’s Marks in a format and within print deadlines reasonably specified by the Organiser for it to be reproduced under the control of the Organiser for the fulfilment of the Sponsorship Rights; • to use the Event Marks and other branding materials provided by the Organiser in accordance with the Event Marks Guidelines; • to apply any legal notices as required by the Organiser or as set out in the Event Marks Guidelines on all Sponsor’s Event Materials; • to submit to the Organiser for the Organiser’s prior written approval, pre-production samples of all the Sponsor’s Event Materials, before their distribution, production or sale, and to further ensure that the Sponsor’s Event Materials comply in all respects with the samples approved in accordance with this clause; • to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor’s Event Materials shall comply with all Applicable Laws and the highest standards of business ethics; • to immediately at the written request of the Organiser and at its sole cost, withdraw from circulation any Sponsor’s Event Materials which do not comply with the provisions in clause 5 of this Agreement; • to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under this Agreement; • not to apply for registration of any part of the Event Marks or anything confusingly similar to the Event Marks as a trademark for any goods or services; • not to use the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under this Agreement; • not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights; • to provide all reasonable assistance to the Organiser in relation to the Organiser’s exploitation of the Commercial Rights; • to assist the Organiser in protecting the Event Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Event Marks or the Organiser’s title to the Event Marks or the image of the Event, the Organiser or the Venue; • to notify the Organiser of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Organiser; • to hold any additional goodwill generated by the Sponsor for the Event Marks as bare trustee for the Organiser and to assign the same to the Organiser at any time on request and in any event following termination of this agreement; and • to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by the Organiser to protect the Event Marks. This may include recording the terms of this Agreement or any understanding or obligation under this agreement on any trademark register or other register, or in any other way. 5.2 The Sponsor appoints the Organiser to be its attorney to execute any document or do any thing which the Sponsor fails to execute or do within seven (7) days of a written request from the Organiser pursuant to clause 5.1 above. This power of attorney is irrevocable by the Sponsor as long as any of the Sponsor’s obligations under clause 5.1 above remain undischarged. The Sponsor shall ratify and confirm everything that the attorney and any substitute attorney does or arranges using the powers granted under this clause 5.2. 5.3 The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, including to its Affiliates, without the Organiser’s prior written consent. Any such purported dealing shall be null and void, of no effect, and amounts to a repudiation and material breach of the Agreement by the Sponsor. 5.4 The Sponsor shall not engage in joint promotions with any third party in relation to the Event without the Organiser’s prior written consent.

Obligations of the Sponsor. 5.1 The Sponsor undertakes to the Organiser: • : (a) to exercise submit to the Sponsorship Rights strictly Organiser for its prior written approval, not to be unreasonably withheld or delayed, pre-production samples of any advertising, promotional or other material or press release which associates the Sponsor with the Event, or which incorporates the Event Marks, before their distribution, production or sale; (b) to ensure that all materials promoted, published, distributed or sold and which are associated with the Event or which incorporate the Event Marks shall comply in all respects with the samples approved in accordance with clause 5.1(a) and to immediately withdraw them at its sole cost from circulation at the terms of this Agreement. For avoidance of doubt, the Sponsor shall not use or exploit any written request of the Commercial Rights Organiser if they do not; (other than c) to ensure that all materials promoted, published, distributed or sold and which are associated with the Sponsorship RightsEvent or which incorporate the Event Marks shall be safe and fit for their intended use and shall comply with all relevant statutes, regulations, directives and codes in force; (d) in any way; • to provide to the Organiser, at the Sponsor’s sole cost and expense, all suitable material including artwork of the Sponsor’s Marks in a format and within print deadlines reasonably specified specified by the Organiser for it to be reproduced under the control of the Organiser for the fulfilment fulfilment of the Sponsorship Rights; • to use the Event Marks and other branding materials provided by the Organiser in accordance with the Event Marks Guidelines; • to apply any legal notices as required by the Organiser or as set out in the Event Marks Guidelines on all Sponsor’s Event Materials; • to submit to the Organiser for the Organiser’s prior written approval, pre-production samples of all the Sponsor’s Event Materials, before their distribution, production or sale, and to further ensure that the Sponsor’s Event Materials comply in all respects with the samples approved in accordance with this clause; • to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor’s Event Materials shall comply with all Applicable Laws and the highest standards of business ethics; • to immediately at the written request of the Organiser and at its sole cost, withdraw from circulation any Sponsor’s Event Materials which do not comply with the provisions in clause 5 of this Agreement; • to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under this Agreement; • ; (e) not to apply for registration of any part of the Event Marks or anything confusingly similar to the Event Marks as a trademark trade mark for any goods or services; • ; (f) not to use the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under this Agreement; • ; (g) not to do or permit anything to be done which might adversely affect affect, or diminish the value of, any of the Commercial Rights or the value of the Commercial Sponsorship Rights; • ; (h) to provide use all reasonable assistance to the Organiser in relation to the Organiser’s exploitation of the Commercial Rights; • endeavours to assist the Organiser in protecting the Event Marks and not to knowingly do, or cause or permit anything to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Event Marks or the Organiser’s title to the Event Marks or to the image of the Event, the Organiser or the Venue; • ; (i) to notify the Organiser of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Organiser; • to hold any additional goodwill generated by . (j) To notify the Sponsor for Organiser of the identity of its nominated speaker at the Event Marks as bare trustee for and the Organiser and to assign title of such speaker’s presentation not later than 12 (twelve) weeks before the same to scheduled date of the Organiser at any time on request and in any event following termination of this agreement; and • to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by the Organiser to protect the Event Marks. This may include recording the terms of this Agreement or any understanding or obligation under this agreement on any trademark register or other register, or in any other wayEvent. 5.2 The Sponsor appoints the Organiser to be its attorney to execute any document or do any thing which the Sponsor fails to execute or do within seven (7) days of a written request from the Organiser pursuant to clause 5.1 above. This power of attorney is irrevocable by the Sponsor as long as any of the Sponsor’s obligations under clause 5.1 above remain undischarged. The Sponsor shall ratify and confirm everything that the attorney and any substitute attorney does or arranges using the powers granted under this clause 5.2. 5.3 The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, including to its Affiliates, without the Organiser’s prior written consent. Any such purported dealing shall be null and void, of no effect, and amounts to a repudiation and material breach of the Agreement by the Sponsor. 5.4 5.3 The Sponsor shall not engage in joint promotions with any third party in relation to the Event without the Organiser’s prior written consent.

Obligations of the Sponsor. 5.1 The Sponsor undertakes to the Organiser: • : (a) to exercise submit to the Sponsorship Rights strictly Organiser for its prior written approval, not to be unreasonably withheld or delayed, pre-production samples of any advertising, promotional or other material or press release which associates the Sponsor with the Event, or which incorporates the Event Marks, before their distribution, production or sale; (b) to ensure that all materials promoted, published, distributed or sold and which are associated with the Event or which incorporate the Event Marks shall comply in all respects with the samples approved in accordance with clause 5.1(a) and to immediately withdraw them at its sole cost from circulation at the terms of this Agreement. For avoidance of doubt, the Sponsor shall not use or exploit any written request of the Commercial Rights Organiser if they do not; (other than c) to ensure that all materials promoted, published, distributed or sold and which are associated with the Sponsorship RightsEvent or which incorporate the Event Marks shall be safe and fit for their intended use and shall comply with all relevant statutes, regulations, directives and codes in force; (d) in any way; • to provide to the Organiser, at the Sponsor’s sole cost and expense, all suitable material including artwork of the Sponsor’s Marks in a format and within print deadlines reasonably specified by the Organiser for it to be reproduced under the control of the Organiser for the fulfilment of the Sponsorship Rights; • to use the Event Marks and other branding materials provided by the Organiser in accordance with the Event Marks Guidelines; • to apply any legal notices as required by the Organiser or as set out in the Event Marks Guidelines on all Sponsor’s Event Materials; • to submit to the Organiser for the Organiser’s prior written approval, pre-production samples of all the Sponsor’s Event Materials, before their distribution, production or sale, and to further ensure that the Sponsor’s Event Materials comply in all respects with the samples approved in accordance with this clause; • to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor’s Event Materials shall comply with all Applicable Laws and the highest standards of business ethics; • to immediately at the written request of the Organiser and at its sole cost, withdraw from circulation any Sponsor’s Event Materials which do not comply with the provisions in clause 5 of this Agreement; • to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under this Agreement; • ; (e) not to apply for registration of any part of the Event Marks or anything confusingly similar to the Event Marks as a trademark trade mark for any goods or services; • ; (f) not to use the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under this Agreement; • ; (g) not to do or permit anything to be done which might adversely affect affect, or diminish the value of, any of the Commercial Rights or the value of the Commercial Sponsorship Rights; • ; (h) to provide use all reasonable assistance to the Organiser in relation to the Organiser’s exploitation of the Commercial Rights; • endeavours to assist the Organiser in protecting the Event Marks and not to knowingly do, or cause or permit anything to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Event Marks or the Organiser’s title to the Event Marks or to the image of the Event, the Organiser or the Venue; • ; (i) to notify the Organiser of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Organiser; • to hold any additional goodwill generated by . (j) To notify the Sponsor for Organiser of the identity of its nominated speaker at the Event Marks as bare trustee for and the Organiser and to assign title of such speaker’s presentation not later than 12 (twelve) weeks before the same to scheduled date of the Organiser at any time on request and in any event following termination of this agreement; and • to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by the Organiser to protect the Event Marks. This may include recording the terms of this Agreement or any understanding or obligation under this agreement on any trademark register or other register, or in any other wayEvent. 5.2 The Sponsor appoints the Organiser to be its attorney to execute any document or do any thing which the Sponsor fails to execute or do within seven (7) days of a written request from the Organiser pursuant to clause 5.1 above. This power of attorney is irrevocable by the Sponsor as long as any of the Sponsor’s obligations under clause 5.1 above remain undischarged. The Sponsor shall ratify and confirm everything that the attorney and any substitute attorney does or arranges using the powers granted under this clause 5.2. 5.3 The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, including to its Affiliates, without the Organiser’s prior written consent. Any such purported dealing shall be null and void, of no effect, and amounts to a repudiation and material breach of the Agreement by the Sponsor. 5.4 5.3 The Sponsor shall not engage in joint promotions with any third party in relation to the Event without the Organiser’s prior written consent.

Obligations of the Sponsor. 5.1 The Sponsor undertakes to the Organiser: • : (a) to exercise the Sponsorship Rights strictly in accordance with the terms of this Agreement. For the avoidance of doubt, the Sponsor shall not be entitled to use or exploit any of the Commercial Rights (other than the Sponsorship Rights) in any way; • ; (b) to use the Event Marks and other branding materials provided by the Organiser in accordance with the Event Marks Guidelines;‌ (c) to apply any legal notices as required by the Organiser or as set out in the Event Marks Guidelines on all Sponsor's Event Materials; (d) to submit to the Organiser for its prior written approval, not to be unreasonably withheld or delayed, pre-production samples of all the Sponsor's Event Materials, before their distribution, production or sale;‌ (e) to ensure that all Sponsor's Event Materials shall comply in all respects with the samples approved in accordance with clause 5.1(d); (f) to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor's Event Materials shall comply with all Applicable Laws and the highest standards of business ethics, in particular those relating to child or prison labour;‌ (g) to immediately at the written request of the Organiser and at its sole cost, withdraw from circulation any Sponsor's Event Materials which do not comply with clause 5.1(b) to clause 5.1(f); (h) to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under this Agreement; (i) to provide to the Organiser, at the Sponsor’s 's sole cost and expense, all suitable material including artwork of the Sponsor’s 's Marks in a format and within print deadlines reasonably specified by the Organiser for it to be reproduced under the control of the Organiser for the fulfilment of the Sponsorship Rights; • to use the Event Marks and other branding materials provided by the Organiser in accordance with the Event Marks Guidelines; • to apply any legal notices as required by the Organiser or as set out in the Event Marks Guidelines on all Sponsor’s Event Materials; • to submit to the Organiser for the Organiser’s prior written approval, pre-production samples of all the Sponsor’s Event Materials, before their distribution, production or sale, and to further ensure that the Sponsor’s Event Materials comply in all respects with the samples approved in accordance with this clause; • to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor’s Event Materials shall comply with all Applicable Laws and the highest standards of business ethics; • to immediately at the written request of the Organiser and at its sole cost, withdraw from circulation any Sponsor’s Event Materials which do not comply with the provisions in clause 5 of this Agreement; • to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under this Agreement; • ; (j) not to apply for registration of any part of the Event Marks or anything confusingly similar to the Event Marks as a trademark trade mark for any goods or services; • ; (k) not to use the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under this Agreement; • ; (l) not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights; • ; (m) to provide all reasonable assistance to the Organiser in relation to the Organiser’s 's exploitation of the Commercial Rights; • ; (n) to use its best endeavours to assist the Organiser in protecting the Event Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Event Marks or the Organiser’s 's title to the Event Marks or the image of the Event, the Organiser or the Venue; • ; (o) to notify the Organiser of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Organiser; • ; (p) to hold any additional goodwill generated by the Sponsor for the Event Marks as bare trustee for the Organiser and to assign the same to the Organiser at any time on request and in any event following termination of this agreement; and • Agreement; (q) to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by the Organiser to protect the Event Marks. This may include recording the terms of this Agreement or any understanding or obligation under this agreement Agreement on any trademark trade mark register or other register, or in any other way. 5.2 The Sponsor appoints the Organiser to be its attorney to execute any document or do any thing which the Sponsor fails to execute or do within seven (7) days of a written request from the Organiser pursuant to clause 5.1 above. This power of attorney is irrevocable by the Sponsor as long as any of the Sponsor’s obligations under clause 5.1 above remain undischarged. The Sponsor shall ratify and confirm everything that the attorney and any substitute attorney does or arranges using the powers granted under this clause 5.2. 5.3 The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, including to its Affiliates, without the Organiser’s 's prior written consent. Any such purported dealing shall be null and void, of no effect, and amounts to a repudiation and material breach of the Agreement by the Sponsor. 5.4 5.3 The Sponsor shall not engage in joint promotions with any third party in relation to the Event without the Organiser’s 's prior written consent. 5.4 The Sponsor undertakes that: (a) it shall use all reasonable endeavours to publicise and promote the Event(s), in such form and manner as may be agreed in writing and in advance with the Organiser from time to time; and (b) it shall not use any of the rights and licences granted in this Agreement (including the Sponsorship Rights) in a manner which in the opinion of the Organiser, based on reasonable grounds, is or might be prejudicial, damaging and/or defamatory to the image and reputation of the Organiser and/or the Event(s).

Obligations of the Sponsor. 5.1 The Sponsor undertakes 4.1 You undertake to the Organiser: • us: 4.1.1 to exercise the Sponsorship Rights strictly in accordance with the terms of this Agreementthese Terms. For the avoidance of doubt, the Sponsor you shall not be entitled to use or exploit any of the Commercial Rights (other than the Sponsorship Rights) in any way; 4.1.2 to apply any legal notices as required by us on all materials and products that incorporate the ALPSP Marks; 4.1.3 to ensure that all sponsored activity supports our mission to connect, inform, develop and represent the scholarly and professional publishing community and advocate on behalf of the international non-profit publishing community; 4.1.4 to ensure that any sponsored activity carried out by you is designed to support our member benefits in professional development, information, advice and good practice leadership and collaborative ventures; 4.1.5 to submit to us, on request, for our prior written approval, not to be unreasonably withheld or delayed, pre-production samples of all you Products and any advertising, promotional or other material or press release which associates you or the Sponsor's Products with the Event, or which incorporates the ALPSP Marks, before their distribution, production or sale; 4.1.6 to ensure that all materials and the Sponsor's Products (if any) promoted, published, distributed or sold and which are associated with the Event or which incorporate the ALPSP Marks: 4.1.6.1 shall comply in all respects with the samples approved in accordance with clause 4.1.5 and to immediately withdraw them at your sole cost from circulation at our written request if they do not; • and 4.1.6.2 shall be safe and fit for their intended use and shall comply with all relevant statutes, regulations, directives and codes in force; 4.1.7 to provide to the Organiserus, at the Sponsor’s sole your cost and expense, all suitable material including artwork of the Sponsor’s 's Marks in a format and within print deadlines reasonably specified by the Organiser us for it to be reproduced under the our control of the Organiser for the fulfilment of the Sponsorship Rights; • to use the Event Marks and other branding materials provided by the Organiser in accordance with the Event Marks Guidelines; • to apply any legal notices as required by the Organiser or as set out in the Event Marks Guidelines on all Sponsor’s Event Materials; • to submit to the Organiser for the Organiser’s prior written approval, pre-production samples of all the Sponsor’s Event Materials, before their distribution, production or sale, and to further ensure that the Sponsor’s Event Materials comply in all respects with the samples approved in accordance with this clause; • to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor’s Event Materials shall comply with all Applicable Laws and the highest standards of business ethics; • to immediately at the written request of the Organiser and at its sole cost, withdraw from circulation any Sponsor’s Event Materials which do not comply with the provisions in clause 5 of this Agreement; • to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under this Agreement; • ; 4.1.8 not to apply for registration of any part of the Event ALPSP Marks or anything confusingly similar to the Event ALPSP Marks as a trademark trade mark for any goods or services; • and 4.1.9 not to use the Event ALPSP Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under this Agreement; • not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights; • to provide all reasonable assistance to the Organiser in relation to the Organiser’s exploitation of the Commercial Rights; • to assist the Organiser in protecting the Event Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Event Marks or the Organiser’s title to the Event Marks or the image of the Event, the Organiser or the Venue; • to notify the Organiser of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Organiser; • to hold any additional goodwill generated by the Sponsor for the Event Marks as bare trustee for the Organiser and to assign the same to the Organiser at any time on request and in any event following termination of this agreement; and • to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by the Organiser to protect the Event Marks. This may include recording the terms of this Agreement or any understanding or obligation under this agreement on any trademark register or other register, or in any other waythese Terms. 5.2 The Sponsor appoints the Organiser to be its attorney to execute any document or do any thing which the Sponsor fails to execute or do within seven (7) days of a written request from the Organiser pursuant to clause 5.1 above. This power of attorney is irrevocable by the Sponsor as long as any of the Sponsor’s obligations under clause 5.1 above remain undischarged. The Sponsor shall ratify and confirm everything that the attorney and any substitute attorney does or arranges using the powers granted under this clause 5.2. 5.3 The Sponsor has 4.2 You have no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, including to its Affiliates, Rights without the Organiser’s our prior written consent. Any such purported dealing shall be null and void, of no effect, and amounts to a repudiation and material breach of the Agreement by the Sponsor. 5.4 The Sponsor 4.3 You shall not engage in joint promotions with any third party in relation to the Event without the Organiser’s our prior written consent.

Obligations of the Sponsor. 5.1 The Sponsor undertakes to the Organiser: • : (a) to exercise the Sponsorship Rights strictly in accordance with the terms of this Agreementagreement. For the avoidance of doubt, the Sponsor shall not be entitled to use or exploit any of the Commercial Rights (other than the Sponsorship Rights) in any way; • ; (b) to use the Event Marks and other branding materials provided by the Organiser in accordance with the Event Marks Guidelines; (c) to apply any legal notices as required by the Organiser or as set out in the Event Marks Guidelines on all Sponsor's Event Materials; (d) to submit to the Organiser for its prior written approval, not to be unreasonably withheld or delayed, pre-production samples of all the Sponsor's Event Materials, before their distribution, production or sale; (e) to ensure that all Sponsor's Event Materials shall comply in all respects with the samples approved in accordance with clause 5.1(d); (f) to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor's Event Materials shall comply with all Applicable Laws and the highest standards of business ethics, in particular those relating to child or prison labour; (g) to immediately at the written request of the Organiser and at its sole cost, withdraw from circulation any Sponsor's Event Materials which do not comply with clause 5.1(b) to clause 5.1(f); (h) to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under this agreement; (i) to provide to the Organiser, at the Sponsor’s 's sole cost and expense, all suitable material including artwork of the Sponsor’s 's Marks in a format and within print deadlines reasonably specified by the Organiser for it to be reproduced under the control of the Organiser for the fulfilment of the Sponsorship Rights; • ; (j) [to use the Event Marks provide free samples, giveaways and other branding materials provided by the Organiser in accordance with the Event Marks Guidelines; • to apply any legal notices as required by the Organiser or as set out in the Event Marks Guidelines on all Sponsor’s Event Materials; • to submit to the Organiser for the Organiser’s prior written approval, pre-production samples promotional material of all the Sponsor’s Event Materials, before their distribution, production or sale, and 's Products in sufficient quantities to further ensure that the Sponsor’s Event Materials comply in all respects with the samples approved in accordance with this clause; • to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor’s Event Materials shall comply with all Applicable Laws and the highest standards of business ethics; • to immediately at the written request guests of the Organiser within the official hospitality suite, the press and all official stewards/referees/supervisors, at its sole cost, withdraw from circulation any Sponsor’s Event Materials which do not comply with the provisions in clause 5 of this Agreement; • to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under this Agreement; • ;] (k) not to apply for registration of any part of the Event Marks or anything confusingly similar to the Event Marks as a trademark trade xxxx for any goods or services; • ; (l) not to use the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under this Agreement; • agreement; (m) not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights; • ; (n) to provide all reasonable assistance to the Organiser in relation to the Organiser’s 's exploitation of the Commercial Rights; • ; (o) to [use its [best OR reasonable] endeavours to] assist the Organiser in protecting the Event Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Event Marks or the Organiser’s 's title to the Event Marks or the image of the Event, the Organiser or the Venue; • ; (p) to notify the Organiser of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Organiser; • ; (q) to hold any additional goodwill generated by the Sponsor for the Event Marks as bare trustee for the Organiser and to assign the same to the Organiser at any time on request and in any event following termination of this agreement; and • ; (r) to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by the Organiser to protect the Event Marks. This may include recording the terms of this Agreement agreement or any understanding or obligation under this agreement on any trademark trade xxxx register or other register, or in any other way. 5.2 [The Sponsor appoints the Organiser to be its attorney to execute any document or do any thing which the Sponsor fails to execute or do within seven (7) days of a written request from the Organiser pursuant to clause 5.1 above5.1(q) or clause 5.1(r). This power of attorney is irrevocable by the Sponsor as long as any of the Sponsor’s 's obligations under clause 5.1 above 5.1(q) or clause 5.1(r)) remain undischarged. The Sponsor shall ratify and confirm everything that the attorney and any substitute attorney does or arranges using the powers granted under this clause 5.2clause.] 5.3 The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights[, including to its Affiliates], without the Organiser’s 's prior written consent. Any such purported dealing shall be null and void, of no effect, and amounts to a repudiation and material breach of the Agreement by the Sponsor. 5.4 The Sponsor shall not engage in joint promotions with any third party in relation to the Event without the Organiser’s 's prior written consent.

Obligations of the Sponsor. 5.1 5.1. The Sponsor undertakes to the Organiser: • : (a) to exercise the Sponsorship Rights strictly in accordance with the terms of this Agreementagreement. For the avoidance of doubt, the Sponsor shall not be entitled to use or exploit any of the Commercial Rights (other than the Sponsorship Rights) in any way; • ; (b) to use the Event Marks and other branding materials provided by the Organiser in accordance with the Event Marks Guidelines; (c) to apply any legal notices as required by the Organiser or as set out in the Event Marks Guidelines on all Sponsor's Event Materials; (d) to submit to the Organiser for its prior written approval, not to be unreasonably withheld or delayed, pre-production samples of all the Sponsor's Event Materials, before their distribution, production or sale; (e) to ensure that all Sponsor's Event Materials shall comply in all respects with the samples approved in accordance with clause 5.1(d); (f) to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor's Event Materials shall comply with all Applicable Laws and the highest standards of business ethics, in particular those relating to child or prison labour; (g) to immediately at the written request of the Organiser and at its sole cost, withdraw from circulation any Sponsor's Event Materials which do not comply with clause 5.1(b) to clause 5.1(f); (h) to obtain prior written approval, not to be unreasonably withheld or delayed of all Sponsor Activations and to carry out all Sponsor Activations in accordance with all Applicable Laws; (i) to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under this agreement; (j) to provide to the Organiser, at the Sponsor’s 's sole cost and expense, all suitable material including artwork of the Sponsor’s 's Marks in a format and within print deadlines reasonably specified by the Organiser for it to be reproduced under the control of the Organiser for the fulfilment of the Sponsorship Rights; • to use the Event Marks and other branding materials provided by the Organiser in accordance with the Event Marks Guidelines; • to apply any legal notices as required by the Organiser or as set out in the Event Marks Guidelines on all Sponsor’s Event Materials; • to submit to the Organiser for the Organiser’s prior written approval, pre-production samples of all the Sponsor’s Event Materials, before their distribution, production or sale, and to further ensure that the Sponsor’s Event Materials comply in all respects with the samples approved in accordance with this clause; • to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor’s Event Materials shall comply with all Applicable Laws and the highest standards of business ethics; • to immediately at the written request of the Organiser and at its sole cost, withdraw from circulation any Sponsor’s Event Materials which do not comply with the provisions in clause 5 of this Agreement; • to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under this Agreement; • ; (k) not to apply for registration of any part of the Event Marks or anything confusingly similar to the Event Marks as a trademark trade mark for any goods or services; • ; (l) not to use the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under this Agreement; • agreement; (m) not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights; • ; (n) to provide all reasonable assistance to the Organiser in relation to the Organiser’s 's exploitation of the Commercial Rights; • ; (o) to useits best endeavours to assist the Organiser in protecting the Event Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Event Marks or the Organiser’s 's title to the Event Marks or the image of the Event, the Organiser or the Venue; • ; (p) to notify the Organiser of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Organiser; • ; (q) to hold any additional goodwill generated by the Sponsor for the Event Marks as bare trustee for the Organiser and to assign the same to the Organiser at any time on request and in any event following termination of this agreement; and • ; (r) to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by the Organiser to protect the Event Marks. This may include recording the terms of this Agreement agreement or any understanding or obligation under this agreement on any trademark trade mark register or other register, or in any other way. 5.2 The Sponsor appoints the Organiser to be its attorney to execute any document or do any thing which the Sponsor fails to execute or do within seven (7) days of a written request from the Organiser pursuant to clause 5.1 above5.2. This power of attorney is irrevocable by the Sponsor as long as any of the Sponsor’s obligations under clause 5.1 above remain undischarged. The Sponsor shall ratify and confirm everything that the attorney and any substitute attorney does or arranges using the powers granted under this clause 5.2. 5.3 The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, Rights including to its Affiliates, without the Organiser’s 's prior written consent. Any such purported dealing shall be null and void, of no effect, and amounts to a repudiation and material breach of the Agreement by the Sponsor. 5.4 5.3. The Sponsor shall not engage in joint promotions with any third party in relation to the Event without the Organiser’s 's prior written consent.