Dodgers Youth Camps Terms and Conditions

Please carefully and thoroughly review these Dodgers Youth Camp Terms and Conditions (“Terms and Conditions”). By registering to host a Dodgers Youth Camp (the “Camp”), and in consideration for the right and privilege to host the Camp, the entity that seeks to host the Camp (the “Local Host”) agrees, recognizes, warrants, and covenants that these Terms and Conditions, along with all related digital and hard-copy documents, collectively constitute a valid, binding, and fully enforceable contractual agreement (“Agreement”) between the Local Host and Los Angeles Dodgers LLC (the “Dodgers”) with respect to the Camp.

1. Term. This Agreement shall become effective as of the date set forth above, and shall terminate at 11:59 P.M. Pacific Time on the final day of the Camp (the "Term").

2. Termination by the Dodgers. The Dodgers reserve the right to cancel, suspend, delay, or reschedule the Camp, or any aspect or element thereof, at any time and for any reason. In addition, the Dodgers reserve the right to require the Local Host to disassociate itself from the Dodgers and/or the Camp at any time and for any reason. If the Local Host breaches any term, condition, or covenant of the Agreement, the Dodgers may immediately terminate the Agreement, without prejudice and in addition to any other legal or equitable remedies that the Dodgers may possess.

3. The Local Host's Duties, Obligations, and Responsibilities. The Local Host shall fully perform, satisfy, and comply with, at its sole cost and expense, each of the following duties, obligations, and responsibilities, while recognizing and agreeing that the Dodgers may modify such duties, obligations, and responsibilities at any time, in their sole discretion, by providing written notice of such modifications to the Local Host:

3.1 Provide an appropriate venue and/or facility in or near the Local Host's community that is acceptable to the Dodgers and/or its authorized designee(s) to serve as the location where the Camp will take place (the "Camp Venue").

3.2 Prepare and maintain all playing areas of the Camp Venue (e.g., drag the infield, mow the outfield) in a manner that is acceptable to the Dodgers and/or its authorized designee(s), and provide all on-field equipment and structures at the Camp Venue (e.g., bases, backstop).

3.3 Obtain any and all permits, licenses, and authorizations that are necessary or required in connection with the Camp and/or the Camp Venue.

3.4 Require the parent(s) or legal guardian(s) of each participant of the Camp to (i) register their participant via the on-line platform designated by the Dodgers, and (ii) execute all waivers, releases, and other documentation designated by the Dodgers, which shall include a general release of liability and a likeness waiver.

3.5 Take all necessary and appropriate actions to protect the safety and welfare of all participants of the Camp, including, without limitation, (i) perform background checks on all members, employees, and volunteers of the Local Host who will interact with participants of the Camp, (ii) comply with all aspects and elements of the Major League Baseball Youth Program Protection Policy, (iii) provide proper security personnel at the Camp Venue, and (iv) ensure that the Camp Venue is clean, safe, and free of objects or conditions that could cause or contribute to injury of participants of the Camp.

3.6 Obtain and maintain, throughout the Term of the Agreement, each of the insurance policies and coverages set forth in Exhibit A to these Terms and Conditions.

3.7 Obtain prior written approval from the Dodgers in connection with any use of Dodgers' Marks (as defined in Section 8.1, below).

3.8 Obtain prior written approval from the Dodgers in connection with any proposed television, radio, on-line, or other transmission of the Camp or any aspect or element thereof.

3.9 Obtain prior written approval from the Dodgers in connection with any proposed sponsorships or sponsors of the Camp or any aspect or element thereof.

3.10 Provide logistical staffing and related support at the Camp Venue prior to and during the Camp.

3.11 Promote the Camp to members of the Local Host, and to members of other appropriate local organizations and entities upon written approval from the Dodgers.

3.12 Comply with programmatic and fiscal monitoring, evaluations, and observations by the Dodgers and/or its authorized designee(s), as set forth herein and otherwise instructed by the Dodgers and/or its authorized designee(s).

3.13 Provide the Camp Content (as defined in Section 6, below) to the Dodgers upon their request.

3.14 Refrain from discriminating on the basis of race, color, national origin, citizenship, religious creed, sex, sexual orientation, gender identity or expression, or any other basis protected by applicable federal, state, and/or local laws, regulations, rules, ordinances, and/or orders (collectively, "Applicable Law ").

3.15 Comply with all Applicable Law, including, without limitation, all Applicable Law relating to protection from and/or control of the coronavirus that causes COVID 19.

4. The Dodgers' Duties, Obligations, and Responsibilities. The Dodgers and/or its authorized designee(s) shall fully perform, satisfy, and comply with, at their sole cost and expense, each of the following duties, obligations, and responsibilities, while noting that the Dodgers may modify such duties, obligations, and responsibilities at any time, in their sole discretion, by providing written notice of such modifications to the Local Host:

4.1 Administer registration for the Camp.

4.2 Provide the Local Host with promotional materials for the Camp.

4.3 Operate the Camp, including check-in, instruction, and check-out.

4.4 Provide all necessary materials and equipment for the Camp, other than individual equipment (e.g., participant's glove and bat) and on-field equipment (e.g., bases, backstop).

5. The COVID-19 Pandemic. The Local Host acknowledges and agrees that (i) hosting the Camp during the COVID-19 pandemic carries significant risk of contracting and/or spreading the coronavirus that causes COVID-19; (ii) the Local Host has determined, in its sole discretion, to host the Camp during the COVID-19 pandemic, and (iii) the Local Host understands, accepts, and assumes the risk of hosting the Camp during the COVID-19 pandemic, including, without limitation, the risk of contracting and/or spreading the coronavirus that causes COVID-19. In connection therewith, the Local Host waives, releases, forever discharges, and covenants not to sue the Dodgers' Parties (as defined in Section 9, below) for or in connection with any claims relating to or arising from exposure to the coronavirus or contraction of COVID 19.

6. License of Camp Content. The Local Host hereby grants to the Dodgers a non-exclusive, royalty-free, transferable, sublicensable, and assignable license to use, reproduce, publish, distribute, display, exhibit, broadcast, televise, and/or exploit, in whole or in party, severally or in connection with other content, in any medium and for any purpose whatsoever, worldwide, and in perpetuity, any digital recordings, photographs, films, videotape, audiotape, or other images, recordings, or content captured or otherwise obtained by the Local Host and/or the Dodgers of, from, or during the Camp ("Camp Content "), including, without limitation, the name, likeness, and/or voice of all individuals appearing in the Camp Content, all music and other copyrighted material appearing in the Camp Content, all trademarks appearing in the Camp Content, and any other third party proprietary material appearing in the Camp Content. The Local Host represents and warrants that it possesses all applicable rights and authority to so license such Camp Content to the Dodgers and their transferees.

7. Assignment of Promotional Materials. For purposes of this Agreement, the term "Promotional Materials " shall mean, individually and collectively, any and all promotional, marketing, and/or advertising materials, of any nature, relating to the Camp that are designed, created, or produced by the Local Host. The Local Host hereby assigns and transfers to the Dodgers and their successors-in-interest any and all rights that the Local Host and its employees may have in and to the Promotional Materials, if any, on a royalty-free basis, in perpetuity, for any and all copyright terms and all renewal terms of copyright, whether now existing or hereafter created, throughout the world, and for all uses and purposes whatsoever. The Local Host acknowledges and agrees that the aforementioned assignment and transfer of rights encompasses all Local Host-created artwork, designs, graphics, illustrations, images, photographs, and recordings made in connection with the Camp. The Dodgers shall own all right, title, and interest in and to the Promotional Materials, and all versions thereof, and any and all additions to, deletions from, alterations, and/or revisions of the Promotional Materials, and/or any other materials, and each element and part thereof, developed and/or furnished by the Local Host. The Dodgers shall be deemed to be the author of the Promotional Materials for purposes of copyright and all other intellectual property rights, shall own all rights in and to the copyright of the Promotional Materials, and shall have the right to register the Promotional Materials in the Dodgers' name or in the name of the Dodgers' nominee or assignee. Pursuant to the foregoing, the Dodgers shall have the absolute and unrestricted right to, without limitation, use, license, sell, display, reproduce, print and/or publish the Promotional Materials in any manner and/or media that the Dodgers deem appropriate.

8. Dodgers' Marks.

8.1 For purposes of this Agreement, the term "Dodgers Marks " shall mean the names, nicknames, slogans, emblems, logotypes, insignia, designs, devices, colors, artwork, coats of arms, trophies, uniforms, uniform designs, helmet designs, trademarks, trade names, service marks, trade dress, and copyright rights in each of the foregoing, mascots (including all names and designs thereof), and stadium and ballpark names and designs, that at any time were or are owned, applied to be registered or registered, controlled, cleared for use by or on behalf of, or licensed by, the Dodgers. Without limiting the effect of the foregoing, you acknowledge and agree that the term "Dodgers' Marks" includes all images of Dodger Stadium and any landmarks or structures that can be identified as being Dodger Stadium (e.g., the distinctive architecture of the roofs on the premises, seat colors, concession stands, any and all signage, including, without limitation, luxury suite signs and directional signs, and any and all artwork and furniture in the luxury suites).

8.2Neither the Local Host, nor any of its employees or members, including, without limitation, participants of the Camp (individually and collectively, the "Local Host's Parties "), has any rights or interest in or to Dodgers' Marks. The Local Host's Parties shall not use Dodgers' Marks in any manner whatsoever without the prior written consent of the Dodgers, which consent may be granted or denied at the Dodgers sole and absolute discretion. Furthermore, the Local Host's Parties shall not, by any act or omission, with or without others, do or authorize anyone to do anything that would or could infringe upon, harm, and/or contest the rights of the Dodgers in their use, ownership, and/or control of Dodgers' Marks.

8.3 In the event that the Local Host desires to use Dodgers' Marks in any manner during the Term, the Local Host will submit to the Dodgers, for their prior review and approval, a sample of the item or promotional material in which the Local Host desires to use Dodgers' Marks. Together with the sample, the Local Host will provide a written explanation of how such materials will be used and where such materials will be displayed. The Local Host will submit the sample to the Dodgers at least seven (7) business days prior to producing, distributing, displaying, and/or otherwise using the proposed item or promotional material, and will not commence to produce, distribute, display, and/or otherwise use the item or promotional material without the prior written approval of the Dodgers. The Dodgers' approval, which may be granted or denied by Dodgers in exercise of their sole discretion, will be given, if at all, within three (3) days after the Dodgers' receipt of the Local Host's request for approval of the sample. The Dodgers will be deemed to have disapproved the sample if their approval has not been given within the aforementioned time. Any change proposed by the Local Host in any previously approved item or promotional material will also be submitted to the Dodgers for approval in accordance with the provisions of this Section 8.3 and will not be implemented without the prior written approval of the Dodgers.

8.4 If the Dodgers authorize the Local Host to use Dodgers' Marks, the Local Host's use of Dodgers' Marks will be subject to the terms and conditions of the Agreement and the MLB Documents (as defined in Section 18, below). The Local Host will also ensure that its use of Dodgers' Marks complies with all applicable federal, state, and local laws, rules, and regulations governing the use of Dodgers' Marks. Without limiting the effect of the foregoing, the Local Host specifically agrees that any use by it of Dodgers' Marks will be subject to the following terms and conditions: (i) The Local Host will not license the use of Dodgers' Marks to any third party; (ii) all use of Dodgers' Marks by the Local Host will be accompanied by the appropriate trademark notice (® or ™) to the same extent that the Dodgers include such notices or cause such notices to be included in other authorized uses of Dodgers' Marks, (iii) the Local Host will not use Dodgers' Marks in any manner that, in the reasonable discretion of the Dodgers, is lewd, immoral, tasteless, lascivious, grotesque, or otherwise tends to undermine the character, reputation, or goodwill of the Dodgers or their standing in the community; any such unauthorized use of Dodgers' Marks by the Local Host will be considered a material breach of this Agreement by Local Host entitling the Dodgers to terminate this Agreement, (iv) the Dodgers will have the right to supervise and control any use of Dodgers' Marks by the Local Host, in order to comply and remain in compliance with the quality control provisions of all applicable federal and state trademark laws and the terms and conditions of the MLB Documents, and for the purpose of protecting the Dodgers' intellectual property rights and the registrations of Dodgers' Marks, (v) the Local Host's use of Dodgers' Marks will be limited to the Home Television Territory of the Dodgers, as established and amended from time to time pursuant to the MLB Documents, and (vi) the Local Host will not use, or cause to be used, any marks or logos other than its own in connection with Dodgers' Marks without the prior written approval of the Dodgers.

9. Indemnification. The Local Host shall indemnify, defend, and hold harmless the Dodgers, Elysian One, Inc., The Los Angeles Dodgers Foundation, the Office of the Commissioner of Baseball, MLB Advanced Media, L.P., Major League Baseball Properties, Inc., The MLB Network, LLC, and their respective owners, stockholders, members, managers, directors, officers, employees, agents, representatives, partners, affiliated entities, successors, and assigns (individually and collectively, the "Dodgers' Parties") from and against any and all demands, claims, suits, causes of action, whether at law or in equity, costs, expenses and attorney fees, and/or any liability whatsoever, for any injuries and/or damages whatsoever sustained by anyone, whether to their persons, property, and/or reputation, as a result of or incident to (i) the Local Host's Parties' negligence (whether active or passive) or willful misconduct, (ii) any defects in or failure of any materials, products, or services manufactured, sold, distributed, provided, and/or marketed by the Local Host's Parties or made available to anyone by the Local Host's Parties, (iii) the infringement of any patent, trademark, copyright, title, slogan, and/or other intellectual property rights by the Local Host's Parties, (iv) the Local Host's breach of the Agreement, (v) the Local Host's Parties' violation of Applicable law, (vi) use of the Camp Venue, (vii) use of the Camp Content, and (viii) exposure to the coronavirus and/or contraction of COVID-19 in connection with the Camp. The foregoing indemnity will apply to any and all costs and expenses incurred by or on behalf of the Dodgers' Parties in defending and/or preparing to defend against any such claims, suits, and/or liability.

10. Disclaimers and Limitations of Liability. To the extent not prohibited by applicable law, and to the maximum extent permitted by applicable law, the Local Host's Parties shall be bound by the entirety of each of the provisions set forth in Sections 10.1 through 10.5, below.

10.1 The Camp and all aspects and elements thereof are provided on an "AS IS" and "AS AVAILABLE" basis. The Dodgers do not make any representations or warranties of any nature regarding the Camp or any aspect, element, use, application, or function thereof. Without limiting the nature or scope of the foregoing, the Dodgers hereby disclaim, and the Local Host's Parties waive, any and all warranties, representations, endorsements, and guarantees, whether express or implied, concerning the Camp and any aspects or elements thereof.

10.2 IN NO EVENT SHALL THE DODGERS' PARTIES BE LIABLE, IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, LOST REVENUES, LOST DATA, LOST OPPORTUNITIES, AND DAMAGE TO REPUTATION, ARISING FROM OR RELATING TO THE CAMP, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY.

10.3IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE DODGERS' PARTIES ARISING FROM OR RELATING TO THE CAMP EXCEED THE TOTAL AMOUNT PAID TO THE DODGERS BY THE LOCAL HOST IN CONNECTION WITH THE CAMP.

10.4 THE DODGERS' PARTIES SHALL NOT BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATING TO THE CAMP AFTER ONE (1) YEAR FROM THE DATE THAT THE CLAIM ACCRUED.

10.5THE LOCAL HOST'S PARTIES HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY, AND IRREVOCABLY WAIVE ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING FROM OR RELATING TO THE CAMP. FURTHERMORE, THE LOCAL HOST'S PARTIES MAY PURSUE ANY CLAIM AGAINST THE DODGERS' PARTIES ONLY ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM, OR PARTICIPATE AS A PLAINTIFF, REPRESENTATIVE, OR MEMBER, IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OF ANY NATURE.

11. Notices. The Local Host will send any and all notices to the Dodgers required under this Agreement by e-mail to [email protected]. The Dodgers will send any and all notices to the Local Host required under this Agreement to the mailing address or e-mail address, as applicable, that the Local Host provided upon registering for the Camp.

12. Nature of Relationship. This Agreement does not create and will not be construed as creating a partnership, joint venture, or employment relationship between the parties, and nothing contained herein will cause or be construed as causing either party to be the employee, agent, or representative of the other. Furthermore, neither party will make any warranties and/or representations, or incur any obligations whatsoever, on behalf of or in the name of the other party.

13. Assignment. Neither party may grant, assign, sublicense, or otherwise convey to a third party any or all of its rights and/or obligations under this Agreement or any portion hereof without the prior written consent and approval of the other party. The acquisition of a party's stock and/or substantially all of its assets by a third party, or a party's merger with a third party, will not constitute an assignment or conveyance of rights requiring the other party's prior written approval.

14. Attorneys' Fees. To the extent permitted by applicable law, the prevailing party in any action, litigation, or proceeding conducted in connection with a dispute between the Dodgers' Parties and the Local Host's Parties shall be entitled to recover all costs and expenses of such action, litigation, or proceeding (including costs and attorneys' fees) from the other party.

15. Governing Law. The Agreement, and all aspects of the Camp, will be governed by and construed in accordance with the laws of the State of California and any applicable federal law without regard to choice of law rules or principles. The Local Host's Parties agree to irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, in connection with all matters and issues arising from or relating to the Camp or the Agreement. The Local Host's Parties agree not to bring any claim or action except in such courts, and irrevocably waive all claims, defenses, and objections based on improper venue, inconvenient forum, and/or lack of personal jurisdiction with respect to such courts. Notwithstanding the foregoing, the Local Host's Parties agree that the Dodgers may apply for or otherwise seek injunctive relief in any jurisdiction and/or venue.

16. No Waiver of Rights. The failure of the Dodgers to seek redress for any violation of, or to insist upon the strict performance of, any covenant, term, condition, representation, and/or warranty set forth in the Agreement will not constitute a waiver of such rights or in any way limit or prevent the subsequent enforcement of any such covenant, term, condition, representation, and/or warranty. The various rights, powers, and/or remedies of the Dodgers or herein contained will not be considered as exclusive of, but will be considered cumulative to, any rights, powers, and/or remedies now or hereafter existing at law or in equity and/or created by these Terms and Conditions.

17. Provisions Severable. The provisions of these Terms and Conditions are severable, and if any one or more of these provisions is held to be invalid or unenforceable, in whole or in part, the remaining provisions and any partially enforceable provisions will be and remain binding and enforceable.

18. Subservience to Major League Baseball. Notwithstanding any other provision of the Agreement, this Agreement and the rights, exclusivities and protections granted by the Dodgers to the Local Host hereunder shall, at the request of Major League Baseball, be subject to its review and written approval, and shall in all respects be subordinate to, and shall not prevent the issuance, entering into, or amendment of, any of the following, each as may be issued, entered into or amended from time to time (collectively, the "MLB Documents"): (i) any present or future agreements or arrangements entered into by, or on behalf of, any of the Major League Baseball entities and/or any of their respective present or future affiliates, assigns or successors (collectively, the "MLB Entities"), or the Major League Baseball Clubs acting collectively, including, without limitation, the Major League Constitution, the Basic Agreement between the Major League Baseball Clubs and the Major League Baseball Players Association, the Professional Baseball Agreement, the Major League Rules, the Interactive Media Rights Agreement, and each agency agreement and operating guidelines among the Major League Baseball Clubs and any MLB Entity; and (ii) the present and future mandates, rules, regulations, policies, practices, bulletins, by-laws, directives, or guidelines issued or adopted by, or on behalf of, the Commissioner of Baseball, the Office of the Commissioner of Baseball, or any other MLB Entity. The issuance, entering into, amendment, or implementation of any of the MLB Documents shall be at no cost or liability to any MLB Entity or to any individual or entity related thereto. The territory within which the Local Host is granted rights hereunder is limited to, and nothing herein shall be construed as conferring on the Local Host rights in areas outside of, the Home Television Territory of Dodgers, as established and amended from time to time pursuant to the MLB Documents. Except to the extent of any Club IMS Programming (as such term is defined in the MLB Documents) that is permitted to be granted by Dodgers to the Local Host pursuant to the Interactive Media Rights Agreement and which is granted to the Local Host hereunder, no rights, exclusivities, or obligations involving the Internet or any interactive or on-line media (as defined by the MLB Entities) are conferred by this Agreement, except as are specifically approved in writing by the applicable MLB Entity.

19. Entire Agreement. The Agreement constitutes the final expression of the understanding and agreement between the Local Host and the Dodgers with respect to the subject matter hereof and a complete and exclusive statement of the terms thereof. Accordingly, the Agreement supersedes all prior and contemporaneous negotiations, understandings, and agreements between the Local Host and the Dodgers with respect to the subject matter hereof. The Local Host acknowledges and agrees that the Dodgers have not made any representations or promises in connection with Agreement or the subject matter hereof not contained therein.

The Local Host shall obtain and maintain during the Term of the Agreement, at its sole cost and expense, the following insurance, issued by an insurer with an A.M. Best rating of A-8 or better. All coverage must be written on an occurrence basis and must be maintained without interruption from the date of this Agreement.

(1) Commercial General Liability Insurance ("CGL Policy"), written on an Insurance Services Office (or its equivalent) occurrence form, providing coverage for bodily injury and property damage and personal and advertising injury, including products-completed operations and contractual liability coverage, and Abuse & Molestation coverage, with limits of at least $1,000,000 per occurrence and $2,000,000 general aggregate and products/completed operations aggregate of $2,000,000.

(2) Worker's Compensation Insurance (or its equivalent in the country in which it operates) in compliance with state or provincial laws, covering employees, volunteers, temporary workers, and leased workers, including Employers' Liability with minimum limits of $1,000,000 for Bodily Injury - each accident, $1,000,000 for Bodily Injury by disease - policy limit and $1,000,000 for Bodily Injury by disease - each employee.

(3) Business Automobile Liability Insurance (collectively with the CGL Policy, the "Liability Insurance Policies") including coverage for owned, leased, hired, and non-owned vehicles with a combined single limit including bodily injury and property damage of not less than $1,000,000 each accident.

(4) Excess Liability (Umbrella) Insurance (the "Umbrella Policy"; and collectively with the Liability Insurance Policies, the "Insurance Policies") with a minimum limit of $5,000,000 per occurrence and in the aggregate. The Umbrella Policy shall provide excess limits for the Liability Insurance Policies and be follow form or at least as broad in coverage as the Liability Insurance Policies.

(5) The Insurance Policies will include Los Angeles Dodgers LLC, Elysian One, LLC, The Los Angeles Dodgers Foundation, the Office of the Commissioner of Baseball, MLB Advanced Media, L.P., Major League Baseball Properties, Inc., The MLB Network, LLC, and their respective owners, stockholders, members, managers, directors, officers, employees, agents, representatives, partners, affiliated entities, successors, and assigns as additional insureds on a primary and non-contributory basis for claims arising in connection with the Local Host's operations and activities under this Agreement.

(6) Should any of the Insurance Policies be non-renewed or cancelled before the expiration date thereof, written notice will be delivered by the Local Host at least thirty (30) days prior to the effective date of cancellation.

(7) Additional insured coverage under the Insurance Policies shall be extended to include products-completed operations coverage. All Insurance Policies must provide Cross Liability coverage (separation of insureds or severability of interest provisions). The Insurance Policies shall include no third-party-over action exclusions or similar endorsements or limitations. No policy shall contain a self-insured retention. No policy shall contain a deductible in excess of $50,000 and any/all deductibles or self-insured retentions shall be the sole responsibility of the named insured and shall not apply to the Dodgers. If any of the required policies are written on a claims made basis, the named insured shall maintain such coverage for a period of three (3) years after termination of the Agreement and provide evidence of such coverage on an annual basis during the three (3) year period. All policies shall be endorsed to provide a waiver of subrogation in favor of the additional insureds. The insurance requirements set forth herein will in no way modify, reduce, or limit the indemnification made by the Local Host pursuant to the Agreement.

(8) Upon execution of the Agreement, the Local Host will provide the Dodgers with a certificate of insurance confirming the existence or issuance of the Insurance Policies in accordance with the above provisions and the endorsement of the Insurance Policies in accordance with the provisions of Section 5, above. Notwithstanding the immediately preceding sentence, the Dodgers will not have an obligation either to ascertain or confirm the existence or issuance of the Insurance Policies, or the endorsement thereof, or to examine the Insurance Policies, or to inform the Local Host in the event that the coverage of the Insurance Policies does not comply with the above requirements. Receipt by the Dodgers of a certificate of insurance, endorsement, or policy of insurance that is more restrictive than the contracted for insurance shall not be construed as a waiver or modification of the insurance requirements above or an implied agreement to modify the same, nor is any verbal agreement to modify the same permissible or binding. The Local Host's failure to secure and maintain any of the Insurance Policies as required herein will constitute a material default under this Agreement.