EXHIBIT 10.20
Marine World
Roar
AMENDMENT ONE TO LICENSE AGREEMENT
This amendment (the "Amendment") is entered into as of this 12 day of
April, 1999, by and between PARK MANAGEMENT CORP., INC., ("Park Management"), a
California corporation, located at 0000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx
00000-0000 on behalf of itself and its division Six Flags Marine World (the
"Park"), and RX TECHNOLOGIES ("RX"), a Nevada corporation located at 0000 0xx
Xxxxxx, Xxxxxxxxxxx, XX 00000.
WITNESSETH
WHEREAS, RX entered into a License Agreement (the "Agreement") with the
Park dated as of February 18, 1999, in connection with the operation of Ride
Photo Shops (the "Shops") at the Park; and
WHEREAS, KBK Financial, Inc. ("KBK"), a Delaware corporation, located at
000 Xxxxxxxx Xxxxxx, 0000 Xxxx Xxxxxx XX, Xxxx Xxxxx, Xxxxx 00000, has loaned
funds to RX which is secured by. among other things, the Equipment (as defined
in the Agreement) used by RX in thc Shops (KBK's loan to RX is hereinafter
called the "Loan"); and
WHEREAS, Park Management and RX desire to amend the Agreement to provide
KBK with certain rights in the Equipment in the event RX defaults on the Loan;
and
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained therein, Park Management and RX agree as follows:
1. Section 15 of the Agreement entitled "Surrender of Premises" is hereby
amended to add the following language at the end:
Notwithstanding anything to the contrary herein, upon the
occurrence of an event of default under the documents (collectively,
the "Loan Documents") evidencing, governing and securing certain
loan or loans made by KBK Financial, Inc. ("KBK") to RX which is
secured by, among other things, the Equipment, and KBK promptly
notifies Park Management of such default, at the expiration or prior
termination of the Agreement KBK shall be entitled to promptly
remove the Equipment from the Parks, except the Trademarks of Park
Management or its Affiliates shall be removed from the Equipment and
remain at the Park, and KBK shall quit and surrender the Ride Photo
Shop in the Park in good condition, reasonable wear and tear
excepted. Unless Park Management and KBK otherwise agree if KBK
fails to remove the Equipment from the Park within five (5) days
after KBK receives written notice of the termination of this
Agreement, then KBK shall be deemed to have abandoned such property
and title to the same shall at that time vest in Park Management.
Any costs and expenses incurred by Park Management in removing such
abandoned property (including the reasonable value of the services
rendered by Park employees in connection therewith) shall be paid to
Park Management by KBK promptly following demand therefor.
2. An additional Section 23 shall be added to the Agreement and shall read
as follows:
23. RX Loan Default
In the event RN defaults on the Loan Documents prior to the
expiration or other termination of the Agreement, and KBK promptly
notifies Park Management of this fact, the Park shall thereafter
place the Attraction Fee that is owed and owing to RN pursuant to
Section 5 of the Agreement in an escrow fund pending either (i)
final determination by KBK and RX as to what should be done with
such funds, or (ii) receipt of an appropriate court order directing
Park Management on how to distribute the Attraction Fee.
3. All other terms and conditions of all three Agreements remain the same.
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IN WITNESS WHEREOF, this Amendment has been duly executed by the parties
hereto on the day and year first hereinabove written.
PARK MANAGEMENT R CORP., INC.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President & General Manager
RX TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxx Gay
------------------------------------
Name: Xxxxxx Xxx Gay
Title: President
LICENSE AGREEMENT
THIS LICENSE AGREEMENT is made as of this 18th day of February, 1999, by
and between PARK MANAGEMENT CORP., INC., a California Corporation, having
offices at, 0000 Xxxxxx Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000 ("Park
Management"), and RX Technologies, having offices at X.X. Xxx 0000, Xxxxxxxxxx,
XX 704709112 ("Licensee").
WITNESSETH
WHEREAS, Six Flags Marine World owns operates or manages the theme
amusement facility which is open to the general public and is officially known
as "SIX FLAGS MARINE WORLD";
WHEREAS, Licensee desires to operate a retail concession known as ROAR
Ride Photo (the "Attraction") to sell Park guests the food concession services
("Services") in the Park; and
WHEREAS. Park Management desires to grant Licensee a license to operate
the Attraction in the Park. subject to the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained therein, Park Management and Licensee agree as follows:
1. TERM.
Subject to the provisions of this Agreement concerning termination, Park
Management grants Licensee a license to operate the Attraction in the Park
during the period of time (the "Term") commencing. April 23, 1999 (the
"Commencement Date"), and terminating with the end of the Park's 2001 operating
season (the `Termination Date").
2. OPERATION.
A. Hours of Operation.
Licensee agrees to operate the Attraction during the hours and
days including, Sundays and Holidays that the Park is open for business (the
"Operating Hours").
B. Price of Services.
(i) Licensee agrees that the price for the Attraction will be per
Attachment # A, (the Approved Price List").
(ii) Licensee agrees to make changes to the Approved Price List (the
"Revised Price List") at any time during the Term if Park Management determines
that an adjustment is appropriate and Licensee approves such an adjustment
(iii) Licensee agrees that it shall not make its Services available
to any party free of charge or at a discounted price. Licensee shall, at all
times, charge customers, including, without limitation, family members and
business associates, the price set forth on the Approved Price list for its
Services except as otherwise expressly set forth herein.
C. Method of Sale; Payment Policy.
(i) The services shall be available for sale to Guests of the Park
only at the point of sale. Salesmanship and marketing of services shall be
approved by and meet Park Management standards and not detract from the guest
experience. Park Management shall determine acceptable forms of payment in its
sole discretion. The Licensee will staff the cashiers and maintain tight cash
handling procedures.
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(ii) The parties agree that prior to operating they will establish a
procedure for daily reconciliation of that day's receipts for the Attraction. If
Licensee disagrees with the Park as to the venues collected on a specific date,
then it shall give written notice to the Park's Merchandise Manager within
forty-eight (48) hours of notification of revenues collected.
(iii) The Licensee will provide to Park Management, receipt tapes to
be used in conjunction with sales reconciliation to be used as proof of purchase
in conjunction with the sale of the Attraction by Park Management's personnel.
(iv) Licensee understands that the revenue opportunity is directly
correlated with the ride operating. If the ride is down, it is understood there
will be no revenue opportunity. Staffing should be adjusted accordingly. Minor
downtime may occur without notice for short periods. Licensee should be ready at
anytime the ride is ready to return to operation. There is no implied or actual
remuneration agreed to or expected for any length of downtime on the ride
whether such downtime is planned or unplanned.
D. Compliance with Laws.
Licensee agrees that at all times during the term it shall be in
compliance with all laws, rules and regulations with respect to operation of the
Attraction in the Park, including without limitation, all environmental, safety,
and employment laws, rules and regulations.
E. Employees.
(i) Licensee acknowledges that it has no authority to employ persons
on behalf of Park Management and no employees or agents of Licensee shall be
deemed to be employees or agents of Park Management.
(ii) Licensee represents and warrants that it shall, at its sole
cost and expenses, recruit, train, supervise and furnish the services of a staff
of persons and adequate to provide service equal to the demand of park traffic.
(iii) Licensee shall be fully responsible for all Licensee's
employees, including, without limitations, responsibility of all salaries and
other compensation, withholding taxes, workers compensation insurance, and other
required payments in connection with such employees, and shall be in compliance
with all laws, rules and regulations with respect thereto.
(iv) Each prospective employee of Licensee shall complete an
employment application, the form of which must be approved by Park Management,
prior to beginning work in the Park.
(v) Licensee agrees that its employees must attend Park orientation
programs as required by Park Management and must comply with the Park's rules
and regulations, including, without limitation, submission to drug testing, as
maybe required. Licensee further agrees to cause its employees to wear such
uniforms as shall be approved in advance by Park Management. If Park Management
furnishes uniforms to Licensee, Licensee agrees that such uniforms shall be
returned in good condition, normal wear and tear excepted, to Park Management at
the end of the Term. Licensee agrees to pay Park Management for any damage to,
or loss of, such uniforms.
(vi) At the request of Park Management. Licensee shall make
available to Park Management all information obtained with respect to its
employees, including, without limitation, criminal history background checks.
(vii) Licensee agrees to terminate employment at the park for any
employee working in the Park who: (a) is subsequently discovered to have a
criminal history, and, after being advised of the same, Park Management does not
approve said employment, (b) fails to comply with Park rules, or (c) made
material misstatements or omissions on his/her employment application. Licensee
agrees to
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indemnify Park Management from and against any claims by Licensee employees
arising from such dismissals.
3. FACILITY.
A. Rights/Responsibilities.
Park Management agrees to provide Licensee employee ID passes to
enter the Park for Licensee's employees in the performance of their duties, and
(ii) Licensee employee access to the Park employee parking areas on a first-come
first-serve basis to be used in the performance of their duties.
B. Maintenance and Repair.
Licensee agrees to properly maintain and keep in good repair and
condition the Facility ("Facility") and/or the equipment within the Attraction,
at its sole cost and expense, except as otherwise expressly set forth herein.
The Facility and/or the Equipment shall be maintained in keeping with the
themeing and overall aesthetics of the Park.
C. Relocation.
Licensee agrees that Park Management shall have the right to
relocate Licensee to another facility in the Park for any reason, provided that
the Licensee approves such relocation, that Park Management agrees to exercise
reasonable care to minimize interference in or to Licensee's operations, and
that Park Management agrees to be responsible for Licensee's reasonable moving
and installation costs associated with the same.
D. Ownership.
It is further understood and agreed that the Equipment and
improvements thereto, whether made by Licensee or Park Management hereunder,
shall remain the property of Licensee; provided however, that if such
improvements have been paid for by Park Management, then such improvements shall
remain the property Park Management.
E. Interference with Park Operations.
Licensee understands that this agreement may not be asserted to
affect or impede Park Management's normal operations.
4. EQUIPMENT.
A. Rights/Responsibilities.
(i) Licensee agrees to provide, at its sole cost and expense, all
equipment and supplies necessary to operate the Attraction (the "Equipment").
(ii) Park Management agrees to provide, at its sole cost and
expense, the installation of sufficient lighting for the Attraction. Licensee
agrees to provide, at its sole cost and expense. the installation of signage for
the Attraction.
B. Delivery, Installation and Removal.
(i) Licensee agrees that it shall be responsible for the shipment,
installation and promptly following the end of the Term, the removal, of the
Equipment at its sole cost and expense except as specifically set forth herein.
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(ii) Park Management shall have the right, but not the obligation to
test and inspect the Equipment and the installation and operation of the
Equipment during the Term. Licensee agrees, at its sole cost and expense, to
remedy any problems with the Equipment and installation thereof, upon Park
Management's request, including, without limiting the foregoing, problems
associated with defective design, engineering, workmanship, failure of factory
construction, materials or any components.
C. Additional Equipment/Improvements.
(i) Licensee agrees to install and/or supply additional Equipment,
as determined by mutual agreement of the parties, at no additional cost to Park
Management.
(ii) Licensee agrees to provide signage for the Attraction, leveling
of the surface, and all arrangements and supervision for the construction of a
concrete surface to accommodate the placement of the Attraction. Park Management
will supply to the Licensee, a quote outlining the costs of such construction to
accommodate the Attraction for approval of the Licensee, prior to the
commencement of Construction.
(iii) Licensee agrees to pay to Park Management, an amount equal to
the cost of the construction of the concrete surface to accommodate the
Attraction, as agreed upon by both parties and outlined in the quote provided to
the Licensee as described above.
(iv) Licensee agrees to provide the installation of crowd control
barriers, at its sole cost and expense, sufficient to control the access of
guests to the Attraction.
5. PAYMENT.
A. Revenue and Payment Allocation
Park Management shall collect and record the receipts of the
Attraction. Park Management shall pay Licensee a fee (the "Attraction Fee")
equal to sixty-two percent (62%) of Gross Revenue as set forth below.
X.Xxxxx Revenue.
"Cross Revenue" means gross revenue of the Attraction from point of
purchase sales in the Park during the applicable period. Licensee agrees Park
Management shall have the right to deduct the following from Licensee's share of
the In-Park Gross Revenue: (I) the cost of goods taken from Park Management's
warehouse, to the extent permitted by Park Management, or otherwise, and not
paid for, (ii) the cost of leased Park equipment, if any, (iii) the cost
associated with the damage or loss of uniforms as set forth in more detail in
Section 2(E)(v), (iv) the cost of any xxxx or charge which is the basis or may
be the basis for a lien against the Facility. Licensee is expected to use all
warehouse systems in the Park.
C. Weekly Calculation.
Park Management will calculate Licensee's share of the Gross Revenue
at the end of the week. Payments shall be directed as set forth in this
Agreement or as Licensee may otherwise direct in writing and shall be payable
nine (9) days from Park Management's calculation thereof. Park Management shall
have no further monetary liability or obligation to Licensee. Payments shall be
made to Licensee at the address indicated in the first paragraph of this
Agreement or as otherwise requested in writing by Licensee.
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D.Taxes.
Licensee represents and warrants that all payments from Park
Management to Licensee of Licensee's share of Gross Revenue hereunder are exempt
from any United States federal, state and local taxes or other assessments,
including any withholding taxes. Licensee shall be solely responsible for, and
shall pay when due, assessments arising from or in connection with the receipt
by Licensee of such Gross Revenue.
E. Operating Expenses.
Park Management shall pay all expenses in connection with sales,
cash collection and cash control Licensee shall pay all other operating expenses
of the Attraction.
6. AUDIT RIGHTS.
Until all claims and rights of Licensee have been fully ascertained, fixed
and paid, Park Management shall maintain, in accordance with generally accepted
accounting principles, separate and accurate records of the gross receipts of
the attraction showing in detail the business transacted by Park Management.
Licensee shall have the right, at all reasonable times, to examine and inspect
such records as well as any other business records of Park Management pertaining
to the operation of the Attraction. This section shall survive the termination
of this Agreement.
7. CHANGE IN FINANCIAL CONDITION.
Licensee agrees to notify Park Management promptly of any
significant/material change in its financial condition and/or banking
relationships.
8. TRADEMARKS.
Park Management reserves the right to create an alternative name and/or
logo (collectively, the "Alternate Name") for the Attraction. Park Management
shall exclusively own all right, title and interest in and to such Alternate
Name and all goodwill with respect thereto shall inure to the benefit of Park
Management.
9. REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS.
Licensee represents and warrants that:
A. Licensee is, and will during the Term of this Agreement be,
solvent and able to meet its obligations hereunder as when they become due.
B. Licensee shall not use, or suffer or permit any person or persons
to use, any Equipment and/or Facility for any purposes other than set forth
herein without the prior written consent of Park Management, or in any unlawful
manner or for any unlawful purpose.
C. Licensee shall comply with, and use its best efforts to cause its
agents and employees to comply with; all rules and regulations of the Park as
may be in effect from time to time.
D. Licensee will not offer or provide any Services in or from the
Attraction or elsewhere in the Park, without the prior express written
authorization of Park Management. Any uncertainty with respect to the Services
which Licensee is authorized to offer or provide shall be resolved in the manner
which most limits and restricts Licensee's authority, and any reasonable
interpretation of such authority by Park Management shall be binding upon
Licensee.
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E. The Attraction, including the Equipment, will be fit and safe for
its intended commercial use, shall be free from defects, shall comply with all
applicable laws, ordinance and regulations.
10. ASSIGNMENT.
The obligations of Licensee herein are personal in nature, and this
Agreement and the obligations of Licensee hereunder shall not be assigned or
otherwise transferred by Licensee, in whole or in part, to any third party
without the prior written consent of Park Management. Park Management may assign
this Agreement to any affiliate of Park Management. For purposes of this
Agreement, the term "assigned" or assignment" shall include, without Limitation,
a consolidation or merger of Licensee with or into another party, a
reorganization or a sale of all or substantially all of the assets of Licensee
to another party, and/or transfer of a controlling interest in Licensee's
business in or to another party.
11. INDEMNITY.
Licensee covenants that it will protect, defend, hold harmless and
indemnify Park Management, its directors, officers, employees, agents,
subsidiaries, affiliates, partners and parent companies harmless from and
against any and all expenses, claims, actions, liabilities, attorney's fees and
costs, damages and losses of any kind or nature whatsoever (including, without
limitation of the foregoing, death or injury to persons and damage to property),
actually or allegedly resulting from or connected with the operations of the
Facility and/or the Attraction (including, without limitation of the foregoing,
goods sold, work done, services rendered or products utilized therein,
advertising and promotion thereof, lack of repair in or about the area occupied
or arising out of or alleged infringement of any patent or claim of patent,
copyright, trademark, service xxxx or trade name) or from the omission or
commission of any act, lawful or unlawful, or breach of this Agreement by
Licensee or its agents or employees, whether or not such act is within the scope
of employment of such agents or employees. This section shall survive the
termination of the Agreement.
12. INSURANCE.
A. To insure Licensee's performance of the obligations and
warranties set forth herein but no way of limitation, Licensee agrees, at its
expense, to procure and maintain Comprehensive General Liability against claims
for bodily injury, personal injury or death and property damage, Contractual
Liability, Products Liability, Automobile Liability against claims for bodily
injury, personal injury or death and property damage, and Workers' Compensation
Insurance, including any employer liability endorsement (collectively the
"Insurance"), each covering claims occurring upon, in or about the park, and on,
in or about the adjoining streets, sidewalks and passageways, and identifying
this Agreement, the Park and Park Management as being named additional insured
on the Insurance policies described herein, including any renewals of such
Insurance. The Insurance shall remain in full force and effect for the effect of
the Term of this Agreement and one (1) year thereafter, and all such Insurance
shall include a waiver of subrogation against Park Management. This section
shall survive the termination of this Agreement.
B. The insurance shall be written by a company rated "A" or better
by Best Insurance Reports or by such other company consented to in writing by
Park Management. The policy of Insurance shall provide, inter alia, for thirty
-- (30) days advance notice to Park Management and Licensee of any proposed
modification or cancellation. Upon any cancellation and/or any modification of
any Insurance policy required hereby, and prior to the effective date thereof,
Licensee shall deliver replacement Insurance to Park Management. Licensee shall
forward a Certificate of Insurance promptly after the execution of this
Agreement to Park Management for its reports.
C. Each of the Insurance liability coverages referenced above shall
have a combined single limit of at least Three Million Five Hundred Thousand US
Dollars (US $3,500,000) for any claim arising
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out of a single occurrence and least Three Million Five Hundred Thousand US
Dollars (US $3,500,000) for all claims in the aggregate.
D. All insurance polices required to be maintained shall be primary
and shall not require contribution from any coverage maintained by Park
Management, and shall not contain, without Park Management's prior written.
E. Licensee shall further, upon request, furnish Park Management
with a certificate from Licensee's insurance carrier certifying that Licensee
has obtained Workers' Compensation Insurance upon its employees, or in an
opinion of counsel satisfactory to Park Management that such coverage is not
required.
F. Licensee understands that Park Management's rights and Licensee's
obligations hereunder shall not be limited or affected by the provisions of this
Section.
13. BREACH.
In the event of breach of any provision of the Agreement by Licensee
or in the event Licensee should become insolvent, file a voluntary petition for
bankruptcy, have a receiver, liquidator, or trustee in bankruptcy appointed over
its affairs, or have a significant material adverse change in its financial
condition, Park Management may, at its option, then or at any time thereafter
while said breach continues, upon fifteen (15) days written notice to Licensee,
terminate this Agreement and the licenses and privileges granted hereby and be
relieved of all further obligation hereunder arising after the date of
termination. In the event the termination hereunder, Licensee shall then quit
and surrender the premises as set forth in this Agreement and the license and
privileges granted hereby shall then terminate; provided, however, that Licensee
shall remain liable for all obligations under this Agreement, and Park
Management may, in addition to any remedy herein provided, recover from Licensee
any damages to which it may be entitled in law or equity, this section shall
survive the termination of this Agreement.
14. NOTICES.
All notices required or permitted to be give hereunder shall be in
writing and personally delivered or sent by courier or registered or certified
mail, postage prepaid, return receipt requested, addressed as follows:
To Park Management; Park Management
0000 Xxxxxx Xxxxx Xxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxx
00000-0000
Attention: Xxx Xxxxxxx,
Merchandise Manager
To Licensee: RX Technologies
X.X. Xxx 0000
Xxxxxxxxxx, XX
00000-0000
Attention: D. Xxx Xxx, President & CEO
Or to such other addresses as the parties may direct by written notice given as
herein above provided. Notice shall be deemed given when received as evidenced
by the return receipt or the date such notice is first refused, if that by the
case.
15. SURRENDER OF PREMISES.
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At the expiration or prior termination of this Agreement, Licensee
may. subject to any indebtedness of Licensee to Park Management, promptly remove
Licensee's Equipment from the Park. Unless the parties otherwise agree, if
Licensee fails to remove the Equipment from the park within fifteen (15) days
after the termination of this Agreement, the Licensee shall be deemed to have
abandoned such property, and title to the same shall at that time vest in Park
Management. Licensee promptly following demand therefore shall pay any costs and
expenses incurred by Park Management in removing such abandoned property
(including the reasonable value of services rendered by Park employees in
connection therewith) to Park Management. This section shall survive the
termination of this Agreement.
16. GOVERNING LAW.
A. Each of the parties agree that this Agreement shall be deemed to
have been made, entered into, executed and delivered in the State of California
(the "Specified State"), and that the laws of the Specified State shall govern
the construction, interpretation and enforceability of this Agreement. Should
any dispute arise in connection with the construction, interpretation,
performance or enforcement of the provisions of this Agreement, each of the
parties hereto agrees that any such action shall be brought only in the courts
of the Specified State.
B. Each of the parties hereto, to the full extent permitted by law,
hereby knowingly, intentionally and voluntarily with and upon the advice of
competent counsel, (i) submit to personal jurisdiction in the Specified Stare
over any suit, action or proceeding by any person arising from or relation to
this Agreement and the relationship of the parties hereto, (ii) agree that any
such action, suit or proceeding shall be brought in any state or federal court
of competent jurisdiction sitting in the federal court district in the Specified
State, (iii) submits to the jurisdiction of such courts and (iv) to the fullest
extent permitted by law, agree that it will not bring any action, suit or
proceeding in any forum other than provided herein (but nothing herein shall
affect the right of Park Management to bring any action, suit or proceeding in
any other forum to the extent necessary to enforce its rights under this
Agreement).
17. RELATIONSHIP OF THE PARTIES.
Licensee is an independent contractor. Nothing contained in or done
pursuant to this Agreement shall be construed as creating a partnership, agency,
joint employer, joint venture or landlord-tenant relationship. Except as
otherwise expressly provided in this Agreement, no party shall become bound,
with respect to third parties, by any representation, act or omission of the
other.
18. FORCE MAJEURE
Neither party shall be liable to the other party for damages for its
failure to perform due to contingencies beyond its reasonable control,
including, but not limited to, fire, storm, flood, earthquake, explosion,
accidents, public disorders, sabotage, lockouts, labor disputes, strikes, riots
or acts of God. In the event that such an event has occurred, the party affected
shall notify the other immediately. The rights and obligations of either party
under this Agreement shall be suspended only for the duration and extent of the
force majeure and once the force majeure ceases to exit, the rights and
obligations of either party shall continue in full force.
19. PUBLICITY.
A. Park Management shall, at its discretion, develop, direct and
produce any and all advertising and promotion in connection with the Attraction
in the Park for the purpose of advertising, promoting, publicizing and
merchandising the Attraction in the Park. Licensee agrees to cooperate, as
necessary, when requested to provide any advertising or promotion with respect
to the Attraction.
B. Park Management shall have the right to use the Licensee's
Trademarks and the names of any person or entity rendering services on or
associated with the Attraction, as well as any such person or entity's
biography, photographic or non-photographic likeness and recorded voice.
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C. Licensee shall not have the right to have or cause to have
sponsors with respect to the Attraction without the prior written approval of
Park Management.
20. PROPRIETARY INFORMATION.
Licensee agrees that this Agreement and all information regarding
the business operations, policies and practices of Park Management or its
affiliates' ("Proprietary Information") acquired or learned in connection with
the activities conducted under this Agreement shall be deemed confidential and
shall be kept in strict confidence under appropriate safeguards. The term
"Proprietary information as used herein, does not include any information that
i5 or becomes generally available to the public other than of a disclosure in
violation of this Agreement. This section shall survive the termination of this
Agreement.
21. SEVERABILITY.
If any provision of this Agreement or the application of any such
provision to any party or circumstance is held invalid, the remainder of this
Agreement, and the application of such provision other than to the extent is
held invalid, will not be invalidated or affected thereby.
22. ENTIRE AGREEMENT.
This Agreement (including any and all exhibits and schedules hereto) constitutes
the entire agreement between the parties with respect to the matters that are
subject hereof and supersedes all prior and contemporaneous agreements and
undertakings of the parties pertaining to the subject matter hereof. The
Agreement may not be modified except by written instrument duly executed by the
parties hereto.
IN WITNESS THEREOF, this Licensee/Licensee Agreement has been duly executed by
the parties hereto on the day and year first herein above written.
Licensee: Six Flags Marine World
RX TECHNOLOGIES PARK MANAGEMENT, INC.
By: /s/ D. Xxx Xxx By: /s/ Xxxxxx X. Xxxxxxxx
------------------------ ----------------------------------
Name: D. Xxx Xxx Name: Xxxxxx X. Xxxxxxxx
Title: President & CEO Title: Vice President & General Manager
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