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GENERAL TERMS SHEET
<br />Sponsor will perform the obligations as set forth in
<br />EXHIBIT A, attached hereto and made a part hereof, and
<br />shall be responsible for providing all other elements for the
<br />Fiesta (that are not set forth in EXHIBIT B, attached hereto
<br />and made a part hereof).
<br />If Sponsor performs all of its obligations
<br />hereunder, Disney will provide the items for the Fiesta as
<br />set forth in EXHIBIT B hereto.
<br />A. During the Fiesta Period, Sponsor will not
<br />conduct any other Fiestas in the Territory with any theme
<br />park, amusement park, resort, vacation destination or
<br />cruise line.
<br />B. Disney may license to Sponsor certain
<br />pre -taped features, artwork, logos, film clips, audio tapes,
<br />video tapes, CDs, MP3s, MP4s, photographs, slides,
<br />symbols, characters, copy, JPEGs, layouts, trademarks,
<br />tradenames, scenes and/or depictions of the Resort,
<br />interviews with cast members and/or other intellectual
<br />property that is owned by Disney or its parent, related,
<br />affiliated or subsidiary companies (collectively, the "Disney
<br />Materials"), Sponsor shall only use the Disney Materials:
<br />(1) in the form created by Disney (except as otherwise
<br />approved in writing by Disney); (2) within the approved
<br />Fiesta Materials (as hereinafter defined); (3) during the
<br />Fiesta Period; and (4) with a properly located copyright or
<br />other legally prescribed or required notice in the form
<br />designated by Disney. Sponsor shall not use the Disney
<br />Materials for any other purpose without Disney's prior
<br />written approval.
<br />C. It is hereby specifically understood and
<br />agreed that no rights in and to any musical compositions or
<br />musical recordings are granted hereunder and such rights
<br />must be obtained by separate agreement between Sponsor
<br />and the applicable rights holders.
<br />D. All materials relating to the Fiesta
<br />(including, without limitation, radio spots, television spots,
<br />print advertisements, billboards, 13 -roll, sales pieces, official
<br />rules and web pages) (collectively, the "Fiesta Materials')
<br />and the intended placement and use of the Fiesta Materials
<br />shall be approved, in writing, by Disney prior to their
<br />production and/or dissemination. Approval by Disney of
<br />the use or manner of use of any of the Fiesta Materials
<br />hereunder (including, without limitation, the official
<br />contest/sweepstakes rules) shall not constitute an opinion
<br />as to the legal appropriateness or adequacy of the Fiesta
<br />Materials, and Sponsor's use of the Fiesta Materials shall
<br />be solely Sponsor's responsibility. All Fiesta Materials
<br />containing any Disney Materials shall be created and
<br />produced within the United States pursuant to applicable
<br />laws. All such materials shall contain appropriate mention
<br />of all participants in the Fiesta as designated or approved
<br />in writing by Disney.
<br />E. It is acknowledged that the rights and
<br />powers retained by Disney and/or its parent, related,
<br />affiliated or subsidiary companies (collectively, the "Disney
<br />Companies') hereunder are necessary to protect
<br />copyrights, trademarks and property rights of the Disney
<br />Companies and, specifically, to conserve the goodwill and
<br />good name of the products of the Disney Companies and
<br />the name "Disney", and therefore Sponsor agrees that it
<br />will not take any action with respect to the Fiesta that is
<br />likely to detract from, or impugn the public acceptance and
<br />popularity thereof, or impair their legal status.
<br />F. Because Disney is a diversified company
<br />that is involved in many industries and creative endeavors
<br />throughout the world and is constantly in the process of
<br />developing new ideas, Sponsor acknowledges that Disney
<br />may have developed, or be in the process of developing,
<br />ideas, concepts or proposals that are similar to any Fiesta
<br />Materials developed by Sponsor. Sponsor understands
<br />and agrees that Disney's use, development or production
<br />of products or materials containing features or elements
<br />similar to any such Fiesta Materials shall not entitle
<br />Sponsor to any compensation if Disney determines that it
<br />had an independent right to use such features or elements,
<br />either because such features or elements were not new or
<br />novel, were in the public domain, were not originated by
<br />Sponsor, were independently conceived by Disney or
<br />because other persons may have submitted or hereafter
<br />submit material containing similar features or elements.
<br />IV.
<br />A. Sponsor shall obtain and maintain in full
<br />force and effect all permits, approvals, licenses,
<br />authorizations, consents and releases required in
<br />connection with this Agreement. Sponsor shall not infringe
<br />the rights of any third party, including, but not limited to,
<br />infringements of any composition, master recording or any
<br />performance or other applicable right with respect to any
<br />composition or master played or caused to be played by
<br />Sponsor in connection with the Fiesta. In furtherance and
<br />without limiting the generality of the foregoing, Sponsor
<br />shall obtain any and all necessary permissions and be
<br />responsible for any and all payments that may become due
<br />as a result of its use of any materials embodied in the
<br />Fiesta, including but not limited to permissions from and
<br />payments to actors, writers, directors, owners and/or
<br />administrators of any musical compositions and/or
<br />recordings, other music rights holders and musicians
<br />and/or applicable unions or collective bargaining entities
<br />and any necessary music performance licenses. Sponsor
<br />shall be responsible for obtaining and maintaining any
<br />public performance license as may be required, including,
<br />but not limited to, ASCAP, BMI and SESAC.
<br />B. Except as otherwise expressly provided
<br />for in this Agreement or otherwise consented to in writing
<br />by Disney, Sponsor, by virtue of this Agreement, shall
<br />acquire no right to use, and it shall not use or allow the use
<br />of, the name "Disney" (either alone or in conjunction with or
<br />as a part of any other word, mark or name) or any marks,
<br />fanciful characters, designs, copyrighted works or other
<br />intellectual property of any of the Disney Companies: (1) in
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