MATERIAL, PRODUCED BY WPTE OR ON ITS BEHALF SHALL COMPLY WITH ALL
APPLICABLE LAWS AND SHALL NOT INFRINGE THE RIGHTS OF ANY OTHER PERSON OR ENTITY;
PROVIDED THAT WPTE SHALL NOT BE DEEMED TO HAVE VIOLATED ITS WARRANTY PURSUANT TO
THIS SECTION 4.2(D) SO LONG AS WPTE PROPERLY USES THE OFFICIAL TOUR LOGO IN
ACCORDANCE WITH THIS AGREEMENT.
CLSAC'S AUTHORIZATION FOR THE USE OR MANNER OF
USE OF ANY PROPOSED ADVERTISING OR PROMOTIONAL LITERATURE OR MATERIAL HEREUNDER
SHALL NOT CONSTITUTE AN OPINION AS TO THE LEGAL APPROPRIATENESS OR ADEQUACY OF
SUCH USE OR MANNER OF USE, AND WPTE'S USE OF ANY PROPOSED ADVERTISING SHALL BE
MADE ON ITS OWN SOLE RESPONSIBILITY.
4.3.
INDEMNIFICATION.
CLSAC SHALL INDEMNIFY,
DEFEND AND HOLD WPTE, ITS AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS AND
EMPLOYEES HARMLESS FROM AND AGAINST ANY LIABILITIES OR DAMAGES FOR INFRINGEMENT
ARISING DIRECTLY OR INDIRECTLY OUT OF ITS PROPER USE IN ACCORDANCE WITH THIS
AGREEMENT AND THE GUIDELINES ESTABLISHED PURSUANT HERETO OF ANY OF THE CLSAC IP
LICENSED TO WPTE PURSUANT TO THIS AGREEMENT.
IN ADDITION, EACH PARTY SHALL
DEFEND, INDEMNIFY AND HOLD THE OTHER PARTY, ITS AFFILIATES AND THE OFFICERS,
DIRECTORS, AGENTS AND EMPLOYEES OF EACH, HARMLESS FROM AND AGAINST ANY AND ALL
CLAIMS, SUITS, DAMAGES, LIABILITIES, COSTS AND EXPENSES (WHETHER BASED ON TORT,
BREACH OF CONTRACT, PATENT, COPYRIGHT, TRADE NAME, TRADEMARK OR SERVICE MARK
INFRINGEMENT OR OTHERWISE), INCLUDING REASONABLE COUNSEL FEES, ARISING DIRECTLY
OR INDIRECTLY OUT OF OR RESULTING, EITHER IN WHOLE OR IN PART, FROM ANY WRONGFUL
OR NEGLIGENT ACT OR OMISSION OF THE INDEMNIFYING PARTY, ANYONE DIRECTLY OR
INDIRECTLY EMPLOYED BY SUCH INDEMNIFYING PARTY OR ANYONE FOR WHOSE ACTS SUCH
INDEMNIFYING PARTY MAY BE LIABLE, OR FROM ANY FAILURE OF SUCH INDEMNIFYING PARTY
TO ADHERE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
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5.
RESPONSIBILITIES OF THE PARTIES
5.1.
CLSAC'S RESPONSIBILITIES.
IN ADDITION TO ITS
OTHER OBLIGATIONS AND RESPONSIBILITIES SET FORTH IN THIS AGREEMENT, CLSAC HEREBY
UNDERTAKES TO DO THE FOLLOWING DURING THE TERM:
(A)
ORGANIZE ALL PRELIMINARY AND GRAND FINALE
COMPETITIONS OF THE TOUR IN ASSOCIATION WITH THE LOCAL PRELIMINARY ORGANIZERS;
(B)
ARRANGE FOR QUALIFIED REFEREES AND OFFICERS
FOR THE TOUR;
(C)
PROVIDE NECESSARY SECURITY FOR THE TOUR AND
THE RELATED PROMOTION ACTIVITIES;
(D)
PROCURE NECESSARY INSURANCE FOR THE
PARTICIPANTS AND OFFICERS DURING THE TOUR;
(E)
ORGANIZE PRESS CONFERENCES AND RELEVANT
CEREMONIES OF THE TOUR;
(F)
PROVIDE THE VENUE FOR THE GRAND FINALE OF
THE TOUR;
(G)
CONDUCT THE TOUR PURSUANT TO THE MATCH
SCHEDULE ATTACHED HERETO AS SCHEDULE 3;
(H)
ARRANGE THE TELEVISION BROADCASTING OF THE
GRAND FINALE OF THE TOUR IN ACCORDANCE WITH WPTE'S TELEVISION BROADCAST
TECHNICAL GUIDELINES;
(I)
ENTER INTO AN AGREEMENTS WITH PROVINCIAL
OR CITY TELEVISION STATIONS, FOR LIVE OR TAPED BROADCASTING OF THE GRAND FINALE
OF THE TOUR DURING THE GRAND FINALE PERIOD OF EACH YEAR OF THE TERM;
(J)
USE ITS BEST EFFORTS TO, (A) WITH
RESPECT TO THE TELEVISION BROADCAST OF THE GRAND FINALE TO BE HELD DURING THE
TERM, NEGOTIATE WITH TELEVISION BROADCASTERS ON WPTE'S BEHALF, WITH THE