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8.3 Toptracer grants to Customer a non- exclusive, non -transferable, royalty -free, limited license to use the Toptracer name and logo for marketing purposes provided all usage is accordance with Toptracer's brand guidelines and approved by Toptracer in advance. Toptracer are free to promote its association with the Facility, in social media and other channels, without the need to obtain Customer's prior approval. 8.4 No rights are granted to Customer hereunder in respect of the TOPGOLF mark or concept. 9 INSURANCE 9.1 Customer will procure and maintain during the Term, with a reputable insurer: 9.1.1 a policy of Commercial General Liability Insurance or Public Entity Liability Insurance providing an indemnity against claims for personal and bodily injury, death, and property damage with minimum limits of USD$2,000,000 for any one claim. 9.1.2 a policy of insurance covering the Hardware throughout the Risk Period for its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft, accident, or other occurrences. 9.2 All insurance required to be provided by Customer under this Clause shall name Toptracer as an insured party thereunder and certificates of insurance shall be provided to Toptracer on request. 10 CONFIDENTIALITY & DATA 10.1 Each party undertakes that it shall not at any time during this agreement, and for a period of three (3) years after termination of this agreement, disclose to any person this Agreement any confidential information concerning the business, affairs, customers, clients, technology, products or suppliers of the other party or of any member of the group of companies to which the other party belongs, unless required by the Colorado Open Records Act, other law, or court order. Such confidential information may only be used for the purpose of performing obligations under this Agreement. Toptracer agrees that this Agreement may need to be included in a public -facing City Council meeting packet for approval, but Customer agrees to either (i) only provide an agreement summary for approval or (ii) redact all commercial information and other sensitive/confidential terms to the maximum extent permissible by law. Toptracer shall provide a redacted agreement upon request. 10.2 All data collected, traced, or captured by the Product shall be exclusively owned by Toptracer. 11 Toptracer represents and warrants that it will comply with all applicable laws (including the Colorado Privacy Act) relating to data privacy in respect of any personally identifiable information collected, stored, or processed by Toptracer in connection with the facility TERMINATION. 11.1 Each party is entitled to terminate this Agreement at any time by giving the other party notice in writing if the other party. 11.1.1 commits a material breach of this Agreement (which shall include any failure to pay the Fees on time) and (in case of a breach capable of being remedied) shall have failed to remedy such breach within 14 days after receipt of a request in writing to do so from the non -breaching party: or 11.1.2 becomes insolvent or starts negotiations about composition with its creditors or a petition in bankruptcy is or should be filed by it or it makes or should make an assignment for the benefit of its creditors. 11.2 Toptracer shall further be entitled to terminate the Agreement forthwith by giving written notice to Customer, if: 11.2.1 Customer commits any breach of Clauses 2, 5.1.3 or 8; 11.2.2 Customer undergoes a change of ownership or control; or 11.2.3 the Facility is not owned and/or operated by the Company. 11.3 Upon termination of this Agreement (for any reason): 11.3.1 Customer's right to use the Product and any Toptracer Marks will terminate immediately. 11.3.2 Toptracer shall have unrestricted access to the Facility to remove the Product. 11.3.3 if any Software or other data has been stored on Customer systems, Customer agrees to return this to Toptracer and, following confirmation from Toptracer, to permanently delete it; and 11.3.4 any outstanding fees or costs owed by Customer to Toptracer shall be immediately payable, including (without limitation), the full outstanding amount of any upfront cost paid or reimbursed by Toptracer (such as power and data installation), regardless of whether such cost was intended to be repaid over the term, unless Customer terminates dm Sri ae