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3. Intellectual Property and Confidentiality A. You acknowledge and agree that SoulCircus is and at all times will be the sole owner of (a) all trademarks, trade names, trade dress, logos, other indicia of origin, designs, inventions, patents, original works of authorship and other copyright-protected materials, trade secrets, methods and processes, concepts, ideas, know-how, and other intellectual property or proprietary information which SoulCircus owns and/or uses on or in connection with its products, services and/or business, including (but not limited to) the SoulCircus festival concept (collectively "SC Intellectual Property"); and (b) all advertisements, promotional or marketing materials, still and moving images and other recorded material (including digital and other forms of material), text, prints, packaging, and any other materials SoulCircus owns and/or uses on or in connection with its products, services and/or business (collectively with SC Intellectual Property, the "SC Materials"). B. You acknowledge and agree that SoulCircus is and at all times has been and will be the sole and exclusive owner of all rights in and to the SC Materials, including associated goodwill. You agree not to do anything inconsistent with Sole Circus' sole and exclusive ownership of the SC Intellectual Property. Nothing in this letter shall be construed as a transfer or assignment of any rights to you. Any and all use by you of the SC Materials shall inure to the sole benefit of SoulCircus. You agree that you will not make any mo dification to any SC Materials, or use, exploit, or exhibit any SC Materials except as authorised by Soul Circus In writing. C. You undertake that you shall not at any time disclose to any person any confidential information disclosed to you by Soul Circus or its representatives in connection with the festival, including but not limited to: i) the existence of this agreement and the discussions concerning and relating to it; ii) the affairs, customers, clients or suppliers of SoulCircus; and iii) the operations, processes, product information, know-how, designs and trade secrets of SoulCircus or its related companies (“Confidential Information”) D. You shall not use any Confidential Information for any purpose other than to exercise your rights and perform your obligations under or in connection with this letter. E. You may only disclose Confidential Information: i) to your employees or advisers who need to know such information for the purposes of carrying out your obligations under or in connection with this agreement and shall ensure that any person to whom you disclose the Confidential Information comply with this clause; and ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. F. If SoulCircus have to cancel this event, written notices will be issued to suppliers, staff and teachers no later than the 30th of June 2017. G. In this letter, "force majeure" shall mean any cause preventing either party from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented including without limitation an act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. H. If either party is prevented or delayed in the performance of any of its obligations under this letter by force majeure, that party shall forthwith serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to force majeure, and shall subject to service of such notice, have no liability in respect of the performance of such of its obligations as are prevented by the force majeure events during the continuation of such events, and for such time after they cease as is necessary for that party, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations.
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