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second Clinic (the "Second Clinic") will occur in the calendar year 2021. duriarg the Teriu on a date and at a time and location mutually agreed upon in writing by the Parties, provided that Clippers shall only be obligated to provide the Second Clinic if City purchases Packages for calendar year 2021 in an amount to be mutually determined by the Parties. a. Clippers Clinic Obligations, Clippers agree to provide coaching staff, one ('1) Clippers alumni player, and the equipmcnt necessary to conduct each Clinic for up to one hundred (100) youths. b, City (,,line Obligations, City agrees to coordinate and provide all advertising (including Copy (as defined below)) and promotion of each Clinic, at all times subject to Section S herein, 3. NBA RULES This Agreement and all ofCity's tights hereunder are subject to the Constitution, By -Laws and all other riles, regulations, and agreements of the NBA and its affiliate entities, as they presently exist or as they may, from time to time, be entered into, amended, or adopted (collectively "NBA Rules"). The MBA Rules shall control in the event of any conflict between this Agreement and the NBA Rules. 4. CLIPPERS MARKS NBA Properties, Inc., in conjunction with its wholly owned subsidiary NBA Entertainment, Inc., has the exclusive worldwide right to license for commercial purposes the use of the names, logos, trademarks, service marks, and other identifications of the Clippers and the Program (collectively the "Clippers Marks"), and City agrees that it shall not use the Clippers Marks without the prior written consent of the Clippers and the NBA. City acknowledges that the Clippers Marks are of highest quality, and that any permitted use by City of the Clippers Marks shall be strictly in accordance with the quality control and other standards established by Clippers and the NBA, In the event that City obtains the prior written consent of the Clippers and the NBA for the use of the Clippers Marks for the sole purpose of integration into the Copy, City is hereby granted a non-exclusive, revocable license for the use of the Clippers Marks ("License"). The License shall be strictly limited to: (a) the use described in the written prior consent; (b) the shorter of the Term of this Agreement or the term specified in the consent; and (c) the geographic location specified in the consent, which under no circumstances shall exceed the Clippers' "Territory" as that term is utilized in the then current NBA Rules, 5. APPROVALS All marketing materials, advertisements, scripts, and other artwork and text prepared by the City for the promotion of the Clinic(s) as contemplated in this Agreement ("Copy") shall be subject to the approval of the Clippers and/or the NBA. City acknowledges that the Clippers and the NBA have broad discretion to refuse approval of any Copy deemed, in their sole discretion, to conflict with the desired image of the Clippers and the NBA. Page 2 of 10