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a) the theft, dissemination
<br />and/or unauthorized disclosure or use of
<br />Confidential Information and personally
<br />Identitlable Information (not be limited to bank
<br />account Information, soclol security numbers,
<br />health Information, credit card account, and
<br />confidential corporate information), Such
<br />Insurance shall also Include coverage for credit
<br />monitoring, notification expenses and other
<br />related costa associated with mitigating a data
<br />security or privacy breach; and
<br />b) the introduction of a
<br />computer virus Into, or otherwise causing damage
<br />to, a computer, computer system, network or
<br />similar computer-related property and the data,
<br />software, and programs used thereon.
<br />5. All Insurance required In this Section
<br />shall a) Include Disney, its parent, and any subsidiaries,
<br />related and affiliated companies of each, and the officers,
<br />directors, shareholders, employees, agents and Its
<br />assignees of each as additional insureds. Workers'
<br />Compensation and Employer's Liability shall be exempt
<br />from this requirement; b) Contain an exception to any
<br />Insured versus Insured or Cross Liability exclusions for
<br />claims brought by an additional Insured against any other
<br />Insured; c) Be primary and not contributory with regard to
<br />any other available insurance and contain a waiver of
<br />subrogation in favor of, Disney, Its parent, and any
<br />subsidiaries, related an affiliated companies of each, and
<br />the officers, directors, shareholders, employees, agents
<br />and assignees of eaoh; d) Be written by companies with
<br />BEST Guide rating of A- VII or better; e) Be written with
<br />companies and on forma acceptable to Disney and shall
<br />contain a provision or endorsement that the policy may not
<br />be canceled, terminated, changed or modified unless thirty
<br />(30) days prior written notice thereof is furnished to Dlsney
<br />(certificate holder); f) Be evidenced on Certificates of
<br />Insurance (or copies of policies, If requirsd by Disney) and
<br />be furnished to Disney, Disney's failure to request, or
<br />object to the tams of such certificates or insurance shall
<br />not be deemed a waiver of Sponsor's obligations or the
<br />rights of Dlsney; and g) In no way limit or diminish
<br />Sponsor's liability under other provisions of this Agreement,
<br />G,1. Sponsor Shall defend (If required by
<br />Disney and with counsel reasonably acceptable to Disney),
<br />indemnify and hold harmless the Disney Companies as
<br />well as the officers, directors, agents, employees and
<br />assigns of each, from and against any and all damages,
<br />claims, demands, suits, judgments, losses or expenses
<br />(Including, without limitation, attorneys' fees and foes of
<br />other profosslonals) of any nature whatsoever (whether
<br />based an tort, breach of contract, product liability, patent,
<br />copyright or other proprietary rights infringement or
<br />otherwise) (collectively "Loss") arising directly or indirectly
<br />from or out of; (1) the sale, use or consumption of any
<br />products ar services of Sponsor offered for sale or
<br />otherwise achieved In connection with the Pleats; (2) any
<br />act or omission of Sponsor or Its offloors, directors,
<br />representatives, agents or employees; (3) any
<br />misrepresentation In the conduct of the
<br />contest/sweepstakes contemplated as part of the Fiesta or
<br />determination of winners of such contestlsweepstakes; (4)
<br />any breach by Sponsor of Its representations, warranties or
<br />agreements hereunder; and (5) any other failure by
<br />Sponsor to comply with Its obligations hereunder, If Disney
<br />shall Include an airline In the Fiesta, then said airline shall
<br />also be included as an Indemnlfled party under this
<br />Section, The provisions of this Section shall survive the
<br />expiration or sooner termination of this Agreement.
<br />G.2. Disney shall defend (if required by
<br />Sponsor and with counsel reasonably acceptable to
<br />Sponsor), indemnify and hold harmless Sponsor, Its parent,
<br />subsldlary, afflllated and related companies; as well as the
<br />officers, directors, agents and employees of each, from and
<br />agalnst any and all Loss arising directly or Indirectly from or
<br />out of: (1) any injury to the winners of the Sweepstakes (as
<br />defined in Exhibit AA) or any guests of such winners: (a)
<br />occurring at any facilities owned and operated by the
<br />Disney Companies at the Resort while such person is
<br />redeeming a vacation won by such person in the
<br />Sweepstakes; and (b) proximately caused by the acts or
<br />amlasions of the Disney Companies or their employees; or
<br />(2) claims for libel, slander, disparagement, Invasion of
<br />privacy or other third party causes of actlon resulting from
<br />Sponsor's use, In connection with the Fiesta, of any of the
<br />Disney Materials (except to the extent such creative has
<br />been changed by Sponsor)
<br />14. Sponsor agrees to keep the terms and
<br />conditions of this Agreement confidential and not to
<br />disclose such information to any other party. In addition,
<br />Sponsor may, during the course of performing Its
<br />obligations hereunder, have access to and acquire
<br />confidential or proprietary information regarding the Disney
<br />Companies that Is not eocessible or known to the general
<br />public. Any such Information acquired by Sponsor in the
<br />course of performing lie obligations hereunder shall not be
<br />published or disclosed by Sponsor to any other person, firm
<br />or corporation without the prior written permission of
<br />Disney. The provisions of this Section shall survive the
<br />expiration or sooner termination of this Agreement.
<br />I. Sponsor shall not have the right to sell,
<br />assign, transfer, subcontract or otherwise convey any of Its
<br />rights (or delegate any of its duties) hereunder without the
<br />prior written consent of Disney.
<br />J. Nothing herein shall create, nor be
<br />deemed to create, a partnership, agency or joint venture
<br />relationship between the parties hereto or give rise to any
<br />relationship between the parties other than that of a
<br />contract negotiated and entered Into at arm's length, and
<br />neither party shat[ have the right to bind the other party,
<br />without the written consent of such party, in Its sole
<br />discretion.
<br />K. The terms and provisions of this
<br />Agreement constitute the entire agreement between the
<br />parties hereto with respect to the subject matter of this
<br />Agreement and supersede all previous communications,
<br />representations or agreements, either oral or written,
<br />between the parties relating to such subject matter. No
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