Year 2010 temporary budget to make available the ... - Jersey City

agreed to between the parties and subject to the Red Bull Entities' prior written approvaL. Such fees shall be payable as
follows: (a) fifty percent (50%) shall be due and payable to the City seven (7) days prior to the commencement of the
Event; and (b) fifty percent (50%) shall be due and payable fifteen (15) days following receipt of an invoice and
conclusion of the Event.
(b) Red Bull Propert. The City shall not operate, move, remove or alter any equipment, materials or any
other personal propert of the Red Bull Entities (collectively, "Red Bull Propert") without the Red Bull Entities' prior
written approval. The Red Bull Entities shall retain ownership of, and title to, all Red Bull Propert.
(c) Permits and Licenses. The Red Bull Entities have, or shall obtain, all necessary permits, licenses and
consents (collectively, the "Permits") in order for the Red Bull Entities to lawfully host the Event at the Venue on the
Event Date, including, without limitation, all necessary liquor permits, licenses and consents. The City acknowledges
and agrees that: (i) it shall issue all Permits that it has the authority to issue after the payment of applicable Permit fees
by Red Bull Entities; and (ii) it shall use best efforts, at no additional cost to the Red Bull Entities, to assist the Red Bull
Entities in obtaining all other Permits necessary in connection with the Event.
4. OWNRSHIP OF EVENT. The City acknowledges and agrees that it has no ownership interest in or to the
Event or any elements or components thereof, and that it shall not prevent, restrict or impede the Red Bull Entities or its
affliates from taking any action they deem necessary or appropriate to solely and exclusively own and control all right,
title and interest in and to the Event and all elements and components thereof, including, without limitation: (a) all rights
in and to either Red Bull Entity's trade names, corporate names, logos, trademarks, service marks, registered designs,
design applications, trade secrets, and confidential business information, including ideas, designs, drawings, arwork,
and business and marketing plans and proposals; (b) all copyrights and other intellectual propert rights in and to the
Event and the exploitation thereof; (c) all rights to create audio visual content based on the Event and any derivatives
thereof; (d) all rights to distribute, exhibit, reproduce, broadcast, sell, use, license, promote, advertise and otherwise
exploit such content in any and all media now known or hereafter devised in all languages throughout the universe in
perpetuity; (e) all concepts, designs, formats, course layouts, plans, rules, information and materials used to organize,
promote, conduct, publicize, record, and broadcast the Event; (f) all rights in and to the title of the Event; (g) all rights
to advertise and publicize the Event; (h) all merchandising rights related to the Event; (i) all physical propert made or
acquired in connection with the Event; G) all rights to charge an entrance fee at certain areas of the Venue in connection
with the Event (including, without limitation, general ticketing, special and high-end hospitality), which such fee, if any,
shall be determined by the Red Bull Entities in their sole discretion; and (k) all other rights of any kind or nature which
now pertain, or in the future may pertain, to the Event. Except as otherwise provided herein, the Red Bull Entities shall
be entitled to receive all revenues in connection with the Event and any exploitation thereof. The Red Bull Entities shall
have complete control, in its sole discretion, over the exploitation of the Event. The Red Bull Entities shall have the
right but not the obligation to exploit the Event or to exercise any or all if its rights hereunder or to discontinue any of
the foregoing in its sole discretion if commenced.
5. MEDIA/INTELLECTUAL PROPERTY.
(a) The City hereby grants to the Red Bull Entities and its employees, contractors, assigns and agents the
unestricted right to fim, photograph, videotape or otherwise make recordings or capture footage ("Recordings") of and
at the Venue during the Event to the extent the City has authority to grant such rights. Further, the City acknowledges
and agrees that it shall not prevent, restrict or impede in any way Red Bull Entities and their employees, contractors,
assigns and agents making Recordings of and at the Venue during the Event. The City acknowledges and agrees that it
shall have no ownership interest in any Recordings, and that it shall in no way prevent, restrict or impede the Red Bull
Entities from taking any action it deems necessary and appropriate to solely and exclusively own all right, title and
interest therein to be used in any and all media now known or hereafter devised in aU languages throughout the universe
in perpetuity, in connection with the distribution, exhibition, advertising, promotion, publicity, merchandising,
commercial tie-in or other ancilary exploitation of the Event. In addition, the City hereby grants the Red Bull Entities a
non-exclusive, royalty-free, worldwide and perpetual right to use the City name, logo, and the various trademarks
and/or service marks (including, without limitation, the JCUEZ Logo (as defined in Schedule B)) depicted in any
Recordings of the Event (collectively, the "City Intellectual Propert") for the purpose of advertising and promoting the
Event and in connection with the Recordings. The City shall have the right but not the obligation to use the Recordings
and/or the City Intellectual Propert as set forth herein.
(b) The Red Bull Entities or their affiliate hereby grants the City a non-transferable, non-exclusive,
royalty-free license during the Term to use the Red Bull logos, service marks, symbols, trade names and/or trademarks
(RB00018123 V4)
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