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any advertising, publicity or Fiesta; (2) to express or imply
<br />any endorsement by Disney of Sponsor or its services or
<br />products; and/or (3) in any manner or for any other purpose
<br />whatsoever (whether or not similar to the uses hereinabove
<br />specifically prohibited). The provisions of this Section shall
<br />survive the expiration or sooner termination of this
<br />Agreement.
<br />C. Should Sponsor decide to include any
<br />other party in the Fiesta, then said third party shall be
<br />subject to the prior written approval of Disney. If approved
<br />by Disney, then Sponsor shall ensure that the approved
<br />third party shall be subject to the restrictions and
<br />prohibitions imposed by Disney on Sponsor in connection
<br />with the Fiesta and such third party shall make appropriate
<br />mention of Sponsor and the Resort in the third party's
<br />Fiestaal material and/or media as approved in writing by
<br />Disney. Sponsor shall be responsible for any of such third
<br />party's actions in connection with the Fiesta.
<br />D. Sponsor shall conduct the Fiesta at
<br />Sponsor's sole cost and expense. Sponsor shall be
<br />responsible for all aspects of the Fiesta in compliance with
<br />all applicable laws and regulations. At no time shall
<br />Sponsor represent, either directly, indirectly or by
<br />implication that any of the Disney Companies is a sponsor
<br />or co-sponsor of the Fiesta. Sponsor shall be solely
<br />responsible for payment of (1) all income, disability,
<br />withholding, and other employment taxes as well as (2) all
<br />medical benefit premiums, vacation pay, sick pay and other
<br />fringe benefits resulting from Sponsor's retention of any
<br />officers, directors, employees, agents, affiliates and/or
<br />contractors in connection with the Fiesta. Sponsor shall
<br />indemnify, defend, and hold Disney harmless from any
<br />claim for any such tax and/or benefit payment.
<br />E. Sponsor represents, warrants and agrees
<br />that it (and the Fiesta Materials) shall comply with all
<br />applicable federal, state and local laws and regulations and
<br />that it shall not infringe the rights of any person or business
<br />entity. Sponsor agrees to implement and maintain
<br />reasonable security procedures and practices, including
<br />retention policies, appropriate to the nature of the
<br />information collected from entrants to protect all such
<br />personally identifiable information obtained in connection
<br />with the Fiesta from unauthorized access, destruction, use,
<br />modification or disclosure. Sponsor shall comply with the
<br />privacy laws of all jurisdictions in which Sponsor or its
<br />subcontractors or agents have facilities, equipment,
<br />personnel or other operations relating to this Agreement.
<br />F. Sponsor shall maintain in full force and
<br />effect the following coverage:
<br />1. Commercial General Liability
<br />Insurance to include contractual liability and cross -liability
<br />coverage with minimum limits of $2,000,000 written on an
<br />occurrence form basis and Automobile Liability Insurance
<br />to include all owned, leased, non -owned and hired
<br />automobiles with minimum combined single limits of
<br />$2,000,000. Both shall protect Sponsor, Disney and
<br />additional insureds from claims for personal injury
<br />(including bodily injury and death) and property damage
<br />which may arise from or in connection with the
<br />performance of Sponsor's obligations or the exercise of
<br />Sponsor's rights hereunder or from or out of any act or
<br />omission of Sponsor, its officers, directors, agents,
<br />subcontractors' or employees. Commercial General
<br />Liability must be maintained for three (3) years following
<br />the termination of this Agreement.
<br />2. Workers' Compensation
<br />Insurance as required by applicable law, and Employer's
<br />Liability Insurance with minimum limits of $1,000,000.
<br />3. Media Liability (Errors and
<br />Omissions) Insurance with minimum limits of $1,000,000
<br />per claim and $3,000,000 annual aggregate, protecting
<br />Sponsor and Disney from the violation, infringement, or
<br />misappropriation of the right of any third party including,
<br />without limitation, copyright infringement, trademark
<br />infringement, unfair competition, libel, slander, defamation,
<br />invasion of privacy, infliction of emotional distress,
<br />advertising injury, etc., as well as coverage for claims of
<br />contingent bodily injury/property damage, relating to
<br />Sponsor's or any of the subcontractors' performance under
<br />this Agreement. If such insurance is maintained on an
<br />occurrence basis, Sponsor shall maintain such insurance
<br />for an additional period of one (1) year following the
<br />termination of this Agreement. If such insurance is
<br />maintained on a claims -made basis, Sponsor shall maintain
<br />such insurance for an additional period of three (3) years
<br />following the termination of this Agreement. The retroactive
<br />date of the aforementioned insurance policy shall be no
<br />later than the effective date of this Agreement and/or any
<br />addendum or amendment.
<br />4. Broadcaster's Liability Insurance
<br />(Errors & Omissions Insurance) for such length of time as is
<br />necessary to cover any and all claims arising out of or
<br />relating to the production and any broadcasts of the Fiesta
<br />Materials, having limits of at least Five Million Dollars
<br />($5,000,000) for each claim, with an annual aggregate limit
<br />of at least Five Million Dollars ($5,000,000) with a
<br />deductible of no more than Twenty Five Thousand Dollars
<br />($25,000). Such insurance shall have standard coverage,
<br />including, but not limited to, coverage with respect to
<br />libel/slander or other forms of defamation, infringements of
<br />common law or statutory copyright, infringements of rights
<br />in material to be broadcast or in the manner of presentation
<br />thereof, infringement of privacy rights, breach of implied
<br />contract and unauthorized use of material in the Fiesta
<br />Materials. Any restrictions of coverage on the title, music
<br />or other rights shall be stated on the certificate of insurance
<br />and cleared prior to broadcast of the Fiesta Materials.
<br />Additionally, any deductibles shall be stated on the
<br />certificate of insurance.
<br />5. Network and Privacy Insurance,
<br />with a minimum limit of $1,000,000 per claim and
<br />$1,000,000 annual aggregate, protecting Sponsor and
<br />Disney from the following exposures in connection with the
<br />Sponsor's or any of its subcontractors' performance under
<br />this Agreement:
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