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

provided in writing by the Red Bull Entities to the City (collectively, the "Red Bull Intellectual Propert") solely for the
purpose of fulfillng the City's obligations and providing the Red Bull Entities the Services under this Agreement;
provided, however, that the City shall obtain the Red Bull Entities' prior written approval of samples of each proposed
use of the Red Bull Intellectual Propert. The City acknowledges that any use of the Red Bull Intellectual Propert
approved by the Red Bull Entities in accordance with the terms herein shall be limited solely to use during the Term
except as otherwise agreed to in writing by the Red Bull Entities. The Red Bull Intellectual Propert shall be used only
in the exact form, size, style and type prescribed and approved by the Red Bull Entities without deviation. The City
shall not use the Red Bull Intellectual Propert in combination with any other trademark, service mark, logo, prefix,
suffx or other modifying words, designs, or symbols without the prior written approval of the Red Bull Entities. Any
use of the Red Bull Intellectual Propert in photographs, video or digital content shall be approved in advance and in
writing by the Red Bull Entities in their sole discretion. The City agrees that it shall not (nor allow any third par to)
deface, blur, cover, remove, black out or otherwise alter any Red Bull Intellectual Property. The City agrees that: (i)
any use of the Red Bull Intellectual Propert shall be in accordance with the approvals provided by the Red Bull
Entities without change; (ii) each use of the Red Bull Intellectual Propert by the City will not disparage, denigrate,
tarnish or reflect adversely on the Red Bull Entities, the Red Bull Intellectual Propert, the Event and/or any Red Bull
Entity's business; and (iii) it shall not use the Red Bull Intellectual Propert or any marks confusingly similar thereto
for any unauthorized use or in any unauthorized manner. Other than the rights of use specifically granted herein, the
City shall not acquire any right to use, and shall not use without the Red Bull Entities' express prior written consent,
any Red Bull Intellectual Propert. The Red Bull Intellectual Propert is and shall remain exclusively the propert of
the Red Bull Entities or its affiiates. The City acknowledges that it has no right, title or other interest in or to the Red
Bull Intellectual Propert other than the limited right to use as set forth herein. The City agrees that it wil do nothing
inconsistent with such ownership and acknowledges that City's use of the Red Bull Intellectual Propert shall inure
solely to the benefit of the Red Bull Entities. Upon the termination or expiration of the Agreement, the City shall
immediately cease using, in any manner whatsoever, the Red Bull Intellectual Propert and any other propert of the
Red Bull Entities except as otherwise agreed to in writing by the Red Bull Entities. The City shall not transfer, assign
or sublicense any of the rights granted under this Agreement. The City agrees not to apply for any state, federal or
foreign trademark or service mark registration pertaining to or including any Red Bull Intellectual Propert or any
confusingly similar trademarks. The City acknowledges that the unauthorized use of the Red Bull Intellectual Propert
wil cause ireparable harm to the Red Bull Entities and that, in the event of a breach ofthis Section 5(b), the Red Bull
Entities shall be entitled to an injunction in addition to any other remedies available at law or in equity. The City shall
promptly inform the Red Bull Entities as soon as it becomes aware of any infringement of the Red Bull Intellectual
Propert.
6. COMPLIANCE WITH LAWS. The Red Bull Entities and the City wil each perform their respective
obligations under this Agreement in accordance with all laws, statutes, ordinances, rules, regulations and requirements
of all governmental agencies and regulatory bodies having jurisdiction with respect to the subject matter herein.
7. REPRESENTATIONS AND WARRNTIES.
(a) City Representations and Warranties. The City represents, warrants and covenants that: (i) it has the
full right and authority to enter into and fully perform its obligations under this Agreement in accordance with its terms;
(ii) it is not, and wil not be party to any agreement that would prevent, limit or hinder in any way its abilty to enter into
this Agreement, grant any of the rights contained herein or perform any of its obligations hereunder; (iii) it is duly
authorized to grant all of the rights to the Red Bull Entities contained herein, including, without limitation, the rights
described in Section 5(a) hereunder; (iv) it shall perform its obligations hereunder in accordance with general industry
standards and any specific requirements set forth by the Red Bull Entities; (v) the Red Bull Entities' exercise of any of
the rights granted hereunder wil not violate or infringe upon any intellectual propert right, any common law right or
any other right of any third part, or violate any law; (vi) it has not and wil not take any action that would limit,
diminish or impair the rights granted to the Red Bull Entities hereunder; and (vii) there is no action, suit or proceeding
before any cour or governental body, now pending or, to the City's knowledge, threatened against or seeking to
prevent the City's performance of its obligation hereunder.
(b) Red Bull Entities' Representations and Warranties. Each of
the Red Bull Entities represents, warrants
and covenants that: (i) it has the full right and authority to enter into and fully perform its obligations under this
Agreement in accordance with its terms; (ii) it is not, and wil not be par to any agreement that would prevent, limit or
hinder in any way its ability to enter into this Agreement, grant any of the rights contained herein or perform any of its
obligations hereunder; (iii) it is duly authorized to grant all of the rights to the City contained herein; (iv) the City's
exercise of any of the rights granted hereunder wil not violate or infringe upon any intellectual propert right, any
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