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<br />STANDARD TERMS AND CONDITIONS TO SPONSORSHIP AGREEMENT
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<br />The following sets forth the Standard Terms and Conditions to the Sponsorship Agreement (the "Main Agreement") between ABLP and
<br />Sponsor. Capitalized terms used herein not otherwise defined shall have the same meaning as the Main Agreement. The Main Agreement and
<br />these Standard Terms and Conditions are collectively referred to as the "Agreement."
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<br />A. License Fee. In the event that some or all of the License Fee is payable by an agent or affiliate of Sponsor, Sponsor shall remain
<br />responsible for ensuring timely payment of the License Fee to ABLP and in the event that Sponsor's agent or affiliate fails to timely pay its
<br />applicable portion of the License Fee, ABLP, in addition to its legal rights and remedies. shall require full payment from Sponsor and Sponsor's
<br />failure to make fuB payment shall be deemed a breach of this Agreement in accordance with Paragraph K of these Standard Terms and
<br />Conditions.
<br />B. Non-Exclusive Rie:hts. No rights of exclusivity are granted to Sponsor by this Agreement. Nothing in this Agreement shall limit in any
<br />manner ABLP's rights to sell advertising marketing or promotional rights of any kind to any other person or entity for any product or service,
<br />whether or not competitive with Sponsor.
<br />C. Third Partv Rights. Sponsor acknowledges that: (I) ABLP has no control over the promotional and sponsorship activities of Major
<br />League Baseball ("MLB"), the American or National Leagues of Professional Baseball Clubs (the "AL" and "NL" respectively) and players,
<br />managers and/or coaches (collectively, "Personnel"); (2) MLB, the AL or NL and/or Personnel may engage in promotional or sponsorship
<br />activities involving any person or entity (whether or not competitive with Sponsor); (3) ABLP has no authority to limit or prohibit the activities
<br />described in subparagraphs (I) and (2) above even where such activities take place at the stadium facility located in Anaheim, California, known
<br />as Angels Stadium of Anaheim (the "Facility") (e.g., all-star game, playoff games, games televised pursuant to national broadcast agreements,
<br />etc.); and (4) Sponsor's rights under this Agreement are at all times subject to any promotional licensing arrangement or agreement entered into
<br />by MLB and/or Major League Baseball Properties.
<br />D. Protection of Commercial Relationshios. Sponsor acknowledges that, insofar as ABLP maintains a variety of independent commercial
<br />relationships, ABLP shall have the unilateral right (in its sole discretion) to reject advertising based on product/service category exclusivity, the
<br />incompatibility or competitive nature of the advertising, the tenor and object of the advertising, or the promotion of a product or service which
<br />does not constitute a Sponsor product or service.
<br />E. Promotional Rights of ABLP. ABLP and its Affiliates shall have the right to photograph, take motion pictures and sound recordings of,
<br />televise, make miniatures of or otherwise reproduce for any purpose in any manner or through any media now known or hereafter devised, the
<br />Facility, or any parts thereof throughout the universe in perpetuity (including the right to use Sponsor's name and/or logos so long as it is not the
<br />principal focus of such use) and all of the benefits and revenues obtained there from shall be the sole and exclusivity property of ABLP and its
<br />Affiliates. Except as set forth in the immediately preceding sentence, ABLP shall have no right under this Agreement to use the Trademarks of
<br />Sponsor as ABLP's own property. For purposes of this Agreement, the term "Affiliate" shall mean a person or entity that controls, is controlled
<br />by or is under common control with the entity or person with which the term is used.
<br />F. Trademarks. Except as provided in the Main Agreement, ABLP does not grant Sponsor any rights to use any Trademarks of the Anaheim
<br />Angels. Any Trademarks of the Anaheim Angels used by Sponsor hereunder (with ABLP's prior written approval) shall be and remain the
<br />property of ABLP, and any and all rights therein shall inure to the benefit of and be the exclusive property of ABLP. Sponsor's right to use
<br />Trademarks of the Anaheim Angels shall be nonassignable and nontransferable and shall be for the Term only. Any Trademarks of Sponsor
<br />used in any advertisements produced pursuant to this Agreement shall be and remain the property of Sponsor, and any and all rights therein shall
<br />inure to the benefit of and be the exclusive property of Sponsor. ABLP's right to use Trademarks of Sponsor shall be nonassignable and
<br />nontransferable and shall be for the Term only. Sponsor is responsible for providing all advertising content for use hereunder unless otherwise
<br />provided in the Main Agreement. Except as expressly provided herein, neither party shall have the right to use in any way the corporate or trade
<br />name, trademark(s), service mark(s), logo(s) or other identification of the other party (or its Affiliate) without the other party's prior written
<br />consent.
<br />G. Indemnification bv Soonsor. Sponsor shall defend. indemnify and hold ABLP, its Affiliates and the officers, directors, partners, agents and
<br />employees of each, harmless from and against any and all claims, suits, damages, losses, liabilities, obligations, tines, penalties, costs and
<br />expenses (whether based on tort, breach of contract, product liability, patent or copyright or trademark infringement or otherwise), including
<br />reasonable legal fees and expenses, of whatever kind or nature (collectively, "Claims"), arising out of or based on: (I) Sponsor's breach or
<br />default under this Agreement; (2) the use of Sponsor's Trademarks; (3) any Claims, including but not limited to Claims based on defamation,
<br />invasion of privacy, infringement of copyright, trademark or license, unfair or improper trade practices or other wrongful business conduct,
<br />violation of Federal Trade Commission rules and analogous state agencies, by reason of the broadcast, telecast or publication of the
<br />advertisements furnished by Sponsor; (4) any applicable sales or other taxes due from or on behalf of Sponsor on any sums paid by Sponsor
<br />(excluding only income taxes payable to ABLP on such sums) regardless of whether such taxes must be collected by ABLP on behalf of the
<br />taxing authority and regardless of whether Sponsor shaH challenge the assessment or amount of such taxes: (5) the manner, use, sale or offering
<br />of any of Sponsor service or product pursuant to a consumer promotion approved by ABLP hereunder; and/or (6) any negligent or willful act or
<br />omission or violation of any contractual arrangement of Sponsor or its Affiliates, or the officers, directors, partners, agents or employees of
<br />each, in connection with its or their performance relating to this Agreement. The provisions of this Paragraph G shall survive the expiration or
<br />sooner termination of this Agreement.
<br />H. Indemnification bv ABLP. ABLP shall defend, indemnify and hold Sponsor, its Aftiliates and the officers, directors, partners, agents and
<br />employees of each, harmless from and against any Claim arising out of or based on: (1) ABLP's breach or default under this Agrcement; (2) the
<br />use of ABLP's Trademarks in the manner approved by ABLP: and (3) any negligent or willful act or omission or violation of any contractual
<br />arrangement of ABLP or its Aftiliates, or the ofticers, directors, partners, agents or employees of each, in connection with its or their
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