Exhibit 10.2 REVOCABLELICENSE AGREEMENT (CRYSTALMAGIC)

 

 

REVOCABLE LICENSE AGREEMENT

(CRYSTAL MAGIC)

THIS REVOCABLE LICENSE AGREEMENT (“Agreement”), is made and entered into as of November 18th, 2002 by and between CRYSTAL MAGIC, INC., a Florida corporation (“Crystal”) and DISNEYLAND® RESORT, A DIVISION OF WALT DISNEY WORLD CO., a Florida corporation, (“Disney”) (Crystal and Disney referred To individually as a “Party” and collectively, as the “Parties”).

WHEREAS, Disney owns and operates the entertainment, recreation and lodging complex known as the Disneyland® Resort (the “Resort”) which currently includes Disneyland® park and Disney’s California Adventure™ park (individually, the “Park” and collectively, the “Parks”), Downtown Disney® District (“Downtown Disney”) (individually a “Location” and collectively, the “Locations”), and related facilities all located in Anaheim, California;

WHEREAS, Crystal is engaged in the generation of portraits and 3-D character, logo and/or name drop (Mickey Mouse, Minnie Mouse;, Donald Duck, Goofy, Pluto, Disney’s California Adventure™ Park icons as approved in advance by Disney and the Disney Merchandise Brand department), sculpture reproductions inside optically transparent material (i.e., a crystal glass cube) (collectively, the “Inventory”) and the entertainment and show aspects associated therewith (collectively the “Services”); and

WHEREAS, Crystal desires to license space in the Parks and in Downtown Disney to provide the Services and sell the Inventory, and Disney and Crystal desire that this Agreement apply to Crystal’s license of space in such licensed areas in the manner hereinafter described and on terms hereinafter provided.

NOW, THEREFORE, in consideration of the terms, covenants and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1.           TERM OF AGREEMENT.

The term of this Agreement shall commence as of October 1, 2002 and continue through and including October 30, 2008 (the “Term”), unless earlier terminated as provided herein. Neither Party shall be obligated to extend the Term. Crystal hereby acknowledges and agrees that during the Term, the Parks and Downtown Disney and their surrounding areas may undergo major construction and renovation and agrees that such construction and renovation will not constitute a breach by Disney of its obligations under this Agreement.

2.           GRANT OF NON-EXCLUSIVE LICENSE.

Subject to the terms and provisions of this Agreement, Disney hereby grants to Crystal a non-exclusive revocable license to enter upon and use the Locations (as defined below) for the sole purpose of providing the Services and producing and selling the Inventory to guests of the Resort, The “Locations” shall mean those certain areas at the Parks and Downtown Disney where Crystal shall provide the Services and sell the Inventory, as designated by Disney in its sole and absolute discretion. Disney shall be the owner of the Locations and the contents therein, except for the Crystal Property (as defined in Section 20). Notwithstanding anything herein to the contrary, Crystal shall not, without the prior written consent of Disney in each instance, which consent may be granted or withheld in Disney’s sole and absolute discretion, mortgage or grant a security interest in either this Agreement or the Locations, CRYSTAL ACKNOWLEDGES AND AGREES THAT THE LICENSE GRANTED HEREUNDER DOES NOT CONSTITUTE A LEASEHOLD INTEREST OR OTHER INTEREST IN LAND.

 

 

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3.           PERMITTED USE: OPERATION OF LOCATIONS.

(a)           The Locations shall be used by Crystal to provide the Services and produce and sell the Inventory and for customers to view the “show” aspects of Inventory creation and for no other purpose whatsoever. Crystal shall provide, at its sole cost and expense, (i) the Services and the Inventory; and (ii) except for the shelving loaned to Crystal by Disney, all of the equipment and supplies, including additions thereto and replacements and renewals thereof, necessary to produce and sell the Inventory at the Locations (collectively, “Equipment”) as set forth on Exhibit C. attached hereto and fully made a part hereof. Subject to Disney’s approval, which approval Disney may grant or withhold in Disney’s sole and absolute discretion, Crystal shall upgrade and replace, at Crystal’s sole expense. Crystal’s Inventory and Equipment as necessary to ensure the Locations continually produce first-class products and services. Notwithstanding anything herein to the contrary, Crystal shall not, without the prior written consent of Disney in each instance, which consent Disney may grant or withhold in Disney’s sole and absolute discretion, mortgage or grant a security interest in or suffer to permit any encumbrance to be placed on this Agreement, any Location, the Equipment or the Inventory. Crystal shall have full responsibility and obligation for the operation of the Locations and for all direct costs (calculated pursuant to Section 5(f) hereinbelow) incurred by Disney for Crystal’s operation including, but not limited to, the provision of custodial service, merchandise bags and other guest service expense items. All Equipment and Inventory provided by Crystal at any time during the Term of this Agreement is subject to Disney’s prior written approval, which approval may be granted or withheld in Disney’s sole and absolute discretion. Crystal shall be responsible for the daily care and maintenance of the equipment and supplies necessary to handle the sale of the Inventory (e.g., sales register) at the Locations, the costs of which shall be borne by Crystal.

(b)           Disney, at its sole cost and expense, shall provide trash pickup and reasonable amounts of utilities (other than telephone) to certain locations within the Locations for the Term of this Agreement, subject to any interruptions that may occur due to construction and/or renovation of the Locations and/or causes beyond Disney’s control. In no event shall Disney be liable or responsible for any interruption or disruption of utility service, and Crystal hereby waives any and all claims against Disney for any loss, damage and/or expense arising out of, and/or incurred in connection with, any such interruption and/or disruption. Crystal shall not make connection to the utilities except by or through existing outlets.

(c)           All freight, handling and similar charges or costs incurred in connection with the shipment of the Inventory, equipment and supplies to the Locations shall be borne by Crystal. Crystal shall bear the risk of loss for, and shall procure and maintain adequate insurance against, any delays and/or damages to the Inventory, equipment and/or supplies during shipment.

(d)           During the Term, Crystal shall be responsible, at its sole cost and expense, to provide telephone/data service (including. without limitation, high speed internet connections such as DSL, etc,). Crystal shall, at its sole cost and expense, provide the Services and the Inventory at the Locations in a safe and efficient manner and in compliance with all applicable laws, rules, regulations and ordinances and shall keep the Locations free from trash and debris. Crystal shall be responsible, at its sole cost and expense, for obtaining any and all licenses and permits required for the operation of its business at the Locations.

(e)           Disney shall have the right to approve, in its reasonable discretion, the prices charged by Crystal for-the Services and the Inventory. All proposed changes to the pricing must be approved by Disney in writing in advance in Disney’s reasonable discretion. Notwithstanding the foregoing, except for the calendar year 2003, Crystal shall have the right to increase the prices charged by Crystal for Inventory up to ten percent (10%) in any calendar year during the Term without obtaining the prior written approval of Disney.

 

 

 

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(f)           Disney will provide all uniforms for Crystal and its employees. Crystal acknowledges and agrees that Crystal has no ownership rights in the uniforms. Crystal shall return the uniforms to Disney for cleaning and maintenance as Disney may require during the Term. Crystal shall keep such uniforms clean and professional at all times in accordance with Disney’s safety and appearance standards, the condition of which shall be acceptable to Disney, in its sole and absolute discretion, or to any other persons or entities designated by Disney to make such determination, in their sole and absolute discretion, whenever Crystal or its employees are performing the Services. Upon expiration or sooner termination of this Agreement, Crystal shall immediately return the uniforms to Disney. Crystal will be responsible for reimbursing Disney for Disney’s uniform cleaning, maintenance and /or replacement costs for Crystal and Crystal’s employees upon receipt of a monthly invoice from Disney. To the extent any of the uniforms are lost or substantially damaged, as determined by Disney in its sole and absolute discretion. Crystal agrees to reimburse Disney for the replacement costs of such uniforms at fair market value. Crystal shall cause its employees to wear Disneyland® Resort nametags, to display Disneyland® Resort parking stickers on their vehicles, and to obtain Disneyland® Resort identification cards, and Disney may charge Crystal for such nametags, parking stickers, and identification cards pursuant to Disney’s standard terms and prices set for such items, which terms and prices are subject to change without notice. Crystal’s employees shall be responsible for paying Disney for the replacement cost of lost nametags, parking stickers and identification cards.

(h)           Crystal shall, at its sole cost and expense, maintain the Locations to Disney’s specifications and standards, including, without limitation, janitorial, pest control, warehousing and laundry.

(i)           Crystal shall comply with and abide by, and shall cause its agents, employees, invitees and licensees to comply with and abide by, all rules, policies and standards of Disney (including, without limitation, those grooming standards outlined in the Disney Look brochure, and background checks of employees) with respect to the Locations or any portion thereof of which Crystal has received notice. Crystal shall cause its employees and agents to comply with and abide by the rules of conduct and appearance standards established by Disney for its own employees. Crystal shall cause its agents, invitees and licensees to comply with all rules and standards that Disney uses when Disney hires employees including, without limitation, necessary background checks of such employees prior to employment. Disney may, from time to time during the Term of this Agreement and in its sole and absolute discretion, make changes in, additions to and deletions from Disney’s rules, policies and standards. Disney shall give prior written notice to Crystal of any such changes, additions or deletions. In no event shall Disney’s failure to advise Crystal in advance of any such change, addition or deletion relieve Crystal of its obligation to comply therewith. Disney shall have the right to deny access to the Locations to any employee of Crystal who, in Disney’s sole and absolute discretion, does not meet applicable standards and/or comply with applicable rules or policies. Employees of Crystal shall, at Crystal’s sole cost and expense, participate in Disney-sponsored orientation and training programs prior to beginning employment and on a periodic basis thereafter as deemed appropriate by Disney in its sole and absolute discretion. Disney shall have the right to deny access to the Park to any employee of Crystal who, in Disney’s sole discretion, does not meet applicable standards or comply with applicable rules or policies. Disney shall permit Crystal’s employees working at the Locations to use all employee facilities at the Parks and to park in the applicable Disneyland® Resort employee parking areas if such employees have Disney parking stickers.

(j)           Crystal acknowledges that the employees used by Crystal to operate its business at the Locations are employees of Crystal and not employees of Disney. When hiring such employees for the Locations, Crystal, at its sole cost and expense, shall comply with all rules and standards that Disney uses when Disney hires employees including, without limitation, necessary background checks of such employees prior to employment. Crystal shall be responsible for all salaries, employee benefits, social security taxes, federal and state unemployment insurance and any and all similar taxes relating to its employees and for Workers’ Compensation coverage with respect thereto pursuant to applicable law and shall file all required returns and reports with respect to the foregoing. Crystal shall defend, indemnify and hold Disney and all of its parent, subsidiary, related and affiliated companies and the officers, directors, agents, employees and assigns of each, harmless from and against any and all claims for such salary, tax and/or benefit payments. Neither Crystal nor Crystal’s employees shall be entitled to participate in, or to receive, any of Disney’s employee benefit or welfare plans, specifically including, but not limited to, coverage under Disney’s Worker’s Compensation program, and neither Crystal nor Crystal’s employees shall be deemed an agent of Disney for purposes of this Agreement. Disney may (if requested by Crystal), but shall not be required to, assist Crystal in its hiring efforts for the Locations. Disney shall have no obligation whatsoever to compensate Crystal or Crystal’s employees on account of any damages and/or injuries which may be sustained as a result of or in the course of performance of Crystal’s Services hereunder. The indemnification provisions contained in this paragraph shall survive, indefinitely, the expiration or earlier termination of this Agreement and shall not be limited by the amount of any insurance required to be maintained hereunder.

 

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(k)           Crystal shall not sell food or beverages in the Locations. Crystal shall not offer for sale or otherwise distribute any merchandise other than the Inventory at or from the Locations without the express prior written consent of Disney, which consent Disney may grant or withhold in its sole and absolute discretion. Crystal shall not offer for sale or otherwise distribute any merchandise similar to merchandise sold by Disney at other locations in the Resort. Disney shall have the right to approve, in its reasonable discretion, the prices charged by Crystal for any Inventory offered for sale from the Locations.

(I)           Disney shall have the right to approve the design and quality of the Services and the Inventory, including, without limitation, theming, packaging, quality, safety, quantity and appropriateness, which approvals Disney may grant or withhold in its sole and absolute discretion; provided, however, that nothing contained in this sentence shall relieve Crystal of its obligation to ensure that all Inventory produced, sold and/or offered for sale in the Locations is in compliance with applicable federal and state law as well as local codes. Disney shall have the right to provide any signage and additional equipment at Crystal’s sole expense as deemed necessary in Disney’s sole and absolute discretion.

(m)           Crystal shall produce and provide the Inventory for sale at the Locations on each day the applicable Park and/or Downtown Disney is open during the hours specified by Disney from time to time (unless otherwise Instructed or approved by Disney). Upon request by Disney, Crystal shall provide the Services and the Inventory during certain events held at the Parks and Downtown Disney, including, without limitation, private parties and Grad Nites. Crystal acknowledges that these events may be held after the scheduled closing time of the applicable Park and/or Downtown Disney.

(n           Disney may close either Park and/or Downtown Disney, or both Parks and/or Downtown Disney, and/or portions thereof (and may instruct Crystal to close the Locations, or portions thereof), for up to forty five (45) days per calendar year during the Term hereof (“Excused Closings”), which may or may not be consecutive, for any maintenance, repair and/or rehabilitation of the applicable Park and/or Downtown Disney (and/or for any construction, maintenance, repair and/or rehabilitation within the applicable Park and/or Downtown Disney which affects the operation of the Locations) which Disney deems necessary or desirable, in its sole and absolute discretion, and for such other business reason as Disney deems appropriate, in its sole and absolute discretion. Any Excused Closings of the applicable Park and/or Downtown Disney, the Locations or portions thereof as aforesaid shall be without claim by or compensation to Crystal. Prior to the expiration of the Term of this Agreement, a determination will be made as to whether Disney has caused the Locations to be closed to the public after the opening thereof in excess of the number of days permitted under this paragraph (hereinafter referred to as a “Non-excused Closing”), If there has been a Non-excused Closing, Disney shall grant to Crystal an extension of the Term with respect to Crystal’s operation of the Locations for a period of time equivalent to the period of such Non-excused Closing, such extension to constitute Crystal’s sole remedy as a result thereof.

(o)           Crystal shall place no signs, posters or similar materials in or about the Locations or Locations without the prior written approval of Disney, which approval Disney may grant or withhold in its sole and absolute discretion.

 

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(p)           Disney shall have access to the Locations and all portions thereof at all reasonable times for purposes of inspecting the operation, sanitation and maintenance thereof and reviewing the level of Crystal’s compliance with its obligations under this Agreement and with all applicable laws.

(q)           Disney shall have the right to approve the design and quality of all items, if any, selected by Crystal for use in the sale of the Inventory and the operation of the Locations such as equipment, fixtures, decorations, signage, etc., which approval Disney may grant or withhold in its sole and absolute discretion.

4.           THIRD PARTY AGREEMENTS.

(a)           Disney shall have the right to enter into agreements with third parties pursuant to which said third parties are identified in signage, on magazines and/or otherwise in and/or at the Locations, and any fees payable by any said third party shall be for Disney’s account. Should Crystal enter into any agreements with third parties pursuant to which said third parties are so identified, which it may do only with the prior express written approval of Disney (which approval Disney may grant or withhold in its sole and absolute discretion), then any fees collected from any said third party shall be for Disney’s account. Nothing herein contained shall be deemed to authorize Crystal to grant to third parties any of the rights granted to it by Disney pursuant to this Agreement.

(b)           Crystal recognizes that certain agreements entered into by Disney with third parties contain provisions obligating the use and/or availability of said third parties’ products and/or services, and/or restricting the use and/or availability of products and/or services which compete with said third parties, in the Parks, the Locations and/or in the Locations. Accordingly, Crystal shall, if requested by Disney, conform its use of, the merchandise sold in, and the operation of the Locations in accordance with provisions agreed to by Disney in such agreements with third parties. Disney may, in its sole and absolute discretion, hereafter enter into any agreements with third parties which contain such commitments affecting the Locations, and Crystal shall, if requested by Disney, conform its use of, the merchandise sold in, and the operation of the Locations with such provisions at Disney’s cost.

5.           FEE FOR SERVICES/OTHER PAYMENTS,

(a)           Crystal’s compensation for the Services shall be based solely on the Services provided.

(b)           All sales at the Locations are to be handled by Disney’s personnel whether on-site or by mail order or drop shipping. Crystal shall not accept any money from guests but shall refer all sales transactions, including, without limitation, special orders and mail orders, to Disney personnel for processing through cash registers in accordance with Disney’s standard sales procedures.

(c)           Disney shall collect the compensation from the guests and shall pay to Crystal a fee (“Fee”) of sixty percent (60%) of gross revenues from retail sales from the Locations, less applicable sales, use, excise or other taxes. Disney shall retain the remaining gross revenues from retail sales from the Locations. The term “gross revenues from retail sales from the Locations” is defined as “all monies and other things of value received by, or paid to, Disney and all credit extended by Disney, arising upon, out of or in connection with the Locations during the Term, plus the amount of any applicable sales, use, excise or other Taxes, less the amount of any of Crystal’s merchandise and/or products which are returned to Disney or replaced by Disney, less the amount of any refunds made by Disney in connection with the Locations, less the amount of any cancelled orders for Crystal’s merchandise or products, and less the amount of any shipping charges for merchandise and/or products shipped to guests”. The Fee shall be payable within fifteen (15) business days of the close of previous fiscal month’s retail sales; however, six (6) months after the commencement of the Term, Disney agrees to reevaluate whether, based on Disney’s financial system upgrade, Disney can pay the Fee to Crystal on a weekly or bi-weekly schedule.

 

 

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(d)           Disney shall maintain complete and accurate records evidencing the gross revenues from retail sales from the Locations. Disney agrees to make available to Crystal once each calendar year, upon thirty (30) days’ prior written request by Crystal, a full, permanent and accurate set of Disney’s accounting books and records relating solely to gross revenues from retail sales from the Locations. Crystal will have the right, at its sole cost and expense, to audit said books and records. Disney agrees to keep all such books and records for at least three (3) years following the expiration or sooner termination of this Agreement.

(e)           Disney reserves the exclusive right, throughout the Term hereof, to have sole control over the Locations and Crystal shall have no rights or interest therein, which control may include, but is not limited to: admission to the Parks and Downtown Disney and to the various facilities therein and to approve, in its reasonable discretion, the rates and prices for the services and merchandise at the Locations, all of which shall be for Disney’s account, the establishment of the hours of operation at the Locations which need not be the same as the hours of operation of the Parks or Downtown Disney or the various facilities therein, the establishment of the schedule for maintenance, repair and rehabilitation of the Locations, the promulgation of strict standards and rules for the appearance, sanitation, cleanliness and maintenance of the Locations and for the conduct, courteousness and appearance of persons employed therein, and the promulgation of strict standards and rules for the preservation of good order with respect to the Locations and for the health, comfort and convenience of the patrons and guests thereof. At all times, Crystal shall have no rights or interest, implied or otherwise, in any revenues realized from the Locations (other than from the sale of the Inventory), the sale of food, beverage, merchandise or any other items offered or the various facilities therein.

(f)           Any services of Disney’s personnel which are subject to reimbursement by Crystal shall be invoiced at Disney’s direct costs for such services (i.e. payroll costs, including, without limitation, payroll taxes and fringe benefit costs) (at the Disney composite rate, as computed annually) plus overhead items directly related to those services, such as supervision, small tools, owned equipment, training, etc, (expressed as a percentage of direct labor costs and recomputed annually) plus twenty percent (20%) of all direct labor costs to cover administrative overhead. Materials shall be invoiced at net cost to Disney, plus three percent (3%) thereof to cover overhead. Any other services performed on behalf of Disney by any person not a party to this Agreement shall be billed at net cost to Disney, plus five percent (5%) to cover overhead.

(g)           Disney shall be entitled to reduce by the same percentages that Disney does so for its own employees (provided, however that the highest percentage shall not exceed thirty-five (35%)), the sales price of Inventory sold to employees of Disney and of its parent, subsidiary, related and affiliated companies, and Disney shall reduce by the following percentages the sales price of merchandise and/or services in any Disney-owned and operated retail shop sold to Crystal employees if Disney does so for its own employees with respect to the same merchandise and/or services and in the same retain shop. Said percentages are currently as follows:

(i)           all employees who have at least three (3) years of service based on their hire date (and their spouses), who are currently receiving a thirty-five percent (35%) reduction shall continue to receive a thirty-five percent (35%) reduction; and

(ii)           all other employees not otherwise described above and their spouses shall receive a twenty percent (20%) reduction; provided, however, that if any of Crystal’s employees are already receiving a thirty-five percent (35%) reduction as discussed in subsection (i) above, such employee shall continue to receive a thirty-five percent (35%) reduction.

6.           MAINTENANCE AND REPAIR.

(a)           Disney’s obligation to provide the Locations, as set forth in Section 2, shall include the obligation to routinely clean and maintain the surrounding area of the Locations, at Disney’s sole cost and expense. Crystal shall be responsible for the maintenance costs of and all other costs and expenses for all items and elements in the Locations, including, but not limited to, the following: equipment, supplies, signs, decorations, and Crystal’s Property (as defined in Section 20 below).

 

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(b)           Unless otherwise approved by Disney, Disney shall provide all repair and rehabilitation of the Locations which it reasonably deems necessary or desirable, in its sole and absolute discretion, at Crystal’s sole cost and expense, except for those items which are at Disney’s expense pursuant to Section 6(a). If the Parties determine that a major rehabilitation of the Locations is required, then Disney shall perform the work and Crystal shall reimburse Disney for all costs and expenses incurred by Disney in connection with such repair and/or rehabilitation, in accordance with Section 5(f) above. Disney may, but shall not be required to, permit Crystal to provide some or all of such repair and rehabilitation work, provided that any such repair or rehabilitation work shall be subject to such conditions as Disney may establish in its sole and absolute discretion.

7.           SALES TAX.

Amounts retained by Disney or paid to Disney under this Agreement may be subject to tax. Accordingly, the applicable sales, use, excise or other taxes on such amounts shall be deducted from Crystal’s Fee and retained by Disney or paid to Disney by Crystal, as appropriate. Crystal shall be responsible for and shall pay any and all personal property taxes and/or assessments on Crystal’s Property, the Inventory, and the Equipment.

8.           WARRANTIES.

Crystal hereby represents and warrants to Disney:

(a)           that Crystal has the experience and skill to operate its business as required hereunder;

(b)           that Crystal shall comply with all applicable federal, state and local laws and regulations, including, without limitation, all professional registrations, the comprehensive operating plan therefor prepared by Crystal and having the prior approval of Disney, which approval Disney may withhold in its sole and absolute discretion, and such rules, regulations and standards as Disney may establish from time to time, and that Crystal shall provide Disney, on an annual basis during the Term of this Agreement, copies of any applicable business licenses including, but not limited to, its City of Anaheim Business License to evidence such compliance;

(c)           that Crystal shall operate its business in a manner consistent with the quality of the operation of the Parks Downtown Disney and shall provide its customers that same professional level of customer service as the Parks and Downtown Disney accord their guests;

(d)           that Crystal is adequately financed to meet any financial obligation it may be required to incur hereunder;

(e)           that Crystal is not, and will not be, under any disability, restriction or prohibition with respect to Crystal’s right to fully perform hereunder in accordance with the terms and conditions of the Agreement;

(f)           that Crystal has the requisite power and authority to execute, deliver and perform its obligations under this Agreement, that all consents, approvals, notices and/or filings with any other person (including, without limitation, shareholders and/or affiliates) required for the execution, delivery and performance of its obligations under this Agreement have been obtained or waived, without violation or breach of any applicable law and/or agreement, understanding and/or arrangement to which it is a party and/or by which its property is bound:

 

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(g)           that Crystal shall provide the Inventory and otherwise perform the Services hereunder in accordance with generally accepted professional standards, and that all Inventory and Services shall be in good taste with due regard to Disney’s reputation and standards as determined by Disney in its sole and absolute discretion; and

(h)           that the Inventory shall not contain any images which are profane, obscene, insulting or otherwise unsuitable for family-oriented entertainment including, but not limited to, any images which portray any Disney character in such a manner, as determined by Disney in its sole and absolute discretion.

All representations and warranties made by Crystal in this Agreement shall survive the expiration or earlier termination of this Agreement,

9.           PROMOTIONAL RIGHTS OF DISNEY.

Notwithstanding any other provision of this Agreement to the contrary, Disney and. its parent, related, affiliated, and subsidiary companies shall have the right to photograph, take motion pictures of, televise, make miniatures of and/or otherwise reproduce in any manner and/or through any media the Inventory, the Locations or any portion thereof, and to display, use, sell, license and/or exploit in any manner any such pictures and/or other reproductions for any purpose whatsoever, commercial and/or otherwise, connected with promoting, advertising and/or publicizing the Inventory and/or the Locations. Crystal shall obtain, for Disney’s benefit, releases, clearances and/or other instruments from its employees necessary to permit Disney to make and use and/or permit to be made and used any photographs, motion pictures and/or other reproductions for any of the purposes herein provided. The provisions of this section shall survive the expiration or sooner termination of this Agreement.

10.           USE OF DISNEY NAME.

Crystal acknowledges and agrees that it shall acquire no interest in any copyrights, trademarks, service marks, other intellectual property or intellectual property rights of Disney, its parent, or any of its related, affiliated or subsidiary companies. Without limiting the generality of the foregoing, except to the extent permitted above by this Agreement, Crystal shall acquire no right to use, and shall not use the name “Disney” (either alone or in conjunction with or as part of any other word or name), “Disneyland,” “Disney’s California Adventure,” “Downtown Disney”, “Disneyland Hotel,” “Disney’s Paradise Pier Hotel” or “Disney’s Grand Californian Hotel” or any fanciful characters (such as, but not limited to, Mickey Mouse), designs or other intellectual property of Disney or any of its parent, related, affiliated or subsidiary companies; (a) in any of Crystal’s advertising, publicity or promotion; (b) to express or imply any endorsement by Disney of Crystal’s business or Inventory; or (c) in any other manner or for any purpose whatsoever (whether or not similar to the uses prohibited by Sections 10(a) and 10(b) hereinabove). The provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement.

11.           INSURANCE: INDEMNIFICATION.

(a)           Crystal shall provide and keep in force during the Term of this Agreement:

(i)           a policy or policies of Commercial General Liability Insurance (including products liability and contractual coverage) and Automobile Liability Coverage (for all vehicles), with minimum limits of Two Million Dollars ($2,000,000) and One Million Dollars ($1,000,000), respectively, combined single limit per occurrence, protecting Crystal, Disney, Disney’s parent, related, affiliated and subsidiary companies and the officers, directors, agents, employees and assigns of each, from any and all losses and/or liability resulting from personal injury, death and/or property damage (i) arising from and/or occurring in and/or about the Locations and/or (ii) by reason of the operation and/or maintenance of the same and/or (iii) by reason of the use, consumption, sale and/or offer for sale of the Inventory therein and/or therefrom and/or (iv) from and/or in connection with the performance of the Services hereunder and/or out of any act and/or omission of Crystal, its officers, directors, agents and/or employees;

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