(E.G., SHOW CONTENTS, RING TONES, ETC.), FREE AND
PAY-TO-PLAY GAMES, ETC.; AND
(G)
TO OWN AND RE-SELL AT WPTE'S SOLE DISCRETION
ALL INVENTORY SURROUNDING THE PROMOTION OF THE TOUR ON TELEVISION, INCLUDING BUT
NOT LIMITED TO THE BROADCAST RIGHT OF THE GRAND FINALE OF THE TOUR ON ANY
DOMESTIC TELEVISION OUTLETS.
2.3.
EXCLUSIVITY.
CLSAC HEREBY AGREES AND
ACKNOWLEDGES THAT WPTE SHALL ENJOY THE FOLLOWING EXCLUSIVE RIGHTS, WHICH SHALL
BE IN ADDITION TO THE OTHER RIGHTS OF WPTE STIPULATED IN THIS AGREEMENT:
5
(A)
WPTE'S PASS THROUGH RIGHTS SHALL APPLY TO
ALL PRELIMINARIES AND THE GRAND FINALE AND CLSAC SHALL CAUSE EACH LOCAL
PRELIMINARY ORGANIZER TO FACILITATE WPTE'S EXERCISE OF SUCH PASS THROUGH
RIGHTS.
NO LOCAL SPONSOR MAY BE SIGNED OR BROUGHT ONTO THE COMPETITION SITE OF
THE TOUR BY CLSAC OR ANY LOCAL PRELIMINARY ORGANIZER WITHOUT THE PRIOR WRITTEN
PERMISSION OF WPTE.
(B)
CLSAC AGREES NOT TO ENGAGE IN ANY ACTIVITY
WHICH MAY RESULT IN COMMERCIAL BENEFITS TO ANY THIRD PARTY (INCLUDING THE LOCAL
PRELIMINARY ORGANIZERS) OTHER THAN THIRD PARTY SPONSORS DESIGNATED BY WPTE,
INCLUDING CREATING PARTNERSHIP, SELLING SPONSORSHIP PACKAGES, ENGAGING IN BARTER
OR IN-KIND AGREEMENTS OR LICENSING OF MERCHANDISE TO GENERATE INCOME.
(C)
CLSAC SHALL PROVIDE WRITTEN GUIDELINES TO
LOCAL PRELIMINARY ORGANIZERS TO SPECIFY THE RIGHTS GRANTED TO THIRD PARTY
SPONSORS FOR THE PRELIMINARIES OF THE TOUR.
THE PARTIES AGREE THAT NO LOCAL
PRELIMINARY ORGANIZER SHALL ENJOY ANY OF THE RIGHTS RESERVED AS WPTE'S PASS
THROUGH RIGHTS PURSUANT TO SECTION 2.2 UNLESS SUCH LOCAL PRELIMINARY ORGANIZER
IS SPECIFICALLY AND EXPRESSLY DESIGNATED RIGHTS AS REFERRED IN SECTION
3.1(D)(II) AS A THIRD PARTY SPONSOR BY WPTE IN WRITING.
WPTE FURTHER AGREES TO
ASSIST CLSAC TO CREATE THE GUIDELINES NECESSARY FOR THE TOUR ENTRY FORM,
BRANDING REQUIREMENTS, PROCESSES FOR CAPTURING DATA AND MEDIA REQUIREMENTS,
ETC.
2.4.
WPTE'S OWNERSHIP RIGHTS.
NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT, WPTE SHALL BE THE EXCLUSIVE OWNER OF ALL
RIGHTS, TITLES AND INTERESTS TO (A) ALL INTELLECTUAL PROPERTIES DEVELOPED BY
WPTE OR ITS AFFILIATES IN CONNECTION WITH THE TOUR, (B) SUBJECT TO SECTION
2.1(Q), ALL MATERIAL AND THE RIGHT TO POST-EDIT AND SELL ALL SHOWS AND CONTENTS
RELATED TO THE TOUR IN ANY AND ALL MEDIA NOW KNOWN OR HEREAFTER DEVELOPED, (C)
ALL ADAPTATIONS, COMPILATIONS, COLLECTIVE WORKS, DERIVATIVE WORKS, VARIATIONS OR
NAMES OF ANY AND ALL CLSAC IP USED IN CONNECTION WITH THE TOUR HERETOFORE OR
HEREAFTER CREATED BY OR FOR WPTE OR ANY OF WPTE'S AFFILIATES, INCLUDING THE
OFFICIAL TOUR LOGO, AND (D) ALL BROADCAST MATERIAL AND RELATED CONTENT PREPARED
IN CONJUNCTION WITH THE TOUR.
CLSAC SHALL HAVE THE RIGHT TO APPROVE THE
OFFICIAL TOUR LOGO, SUCH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD.
FURTHERMORE, CLSAC SHALL USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO ASSIST
WPTE IN REGISTERING THE OFFICIAL TOUR LOGO AS A REGISTERED TRADEMARK IN THE PRC
TO THE EXTENT PERMITTED BY THE RELEVANT LAWS OF THE PRC.
2.5
Notice of Commercial Agreements.
With
respect to the above commercial rights granted to WPTE, WPTE shall provide
written copies of all relevant material commercial agreements