Material Breach Case Study

3.1. Termination with Cure. This Agreement may be terminated by either party upon thirty (30) days written notice, if the other party commits Material Breach, as defined for each party in Sections 3.1(a) and 3.1(b), or fails to perform or comply with any of the material terms, covenants, or conditions of this Agreement, and such failure is not cured within such thirty (30) days notification period. There will be no termination fee allowed for entire Section 3.1. a. For the purposes of this Agreement, Team commits a Material Breach by doing the following: i. If Team falls in the bottom ten percent (10%) of Major League Baseball Clubs in average season attendance at Team Home games for a period of three (3) or more consecutive years. ii. In the event that Team ceases to play home games at the Stadium. iii. Events causing Team to come into public disrepute that causes material harm to Sponsor, as determined by an arbitrator. b. For the purposes of this Agreement, Sponsor commits a Material Breach by doing the following: i. If Sponsor has not made a timely payment of the Fee

Force Majeure. If the performance by any party under this Agreement is delayed or prevented in whole or in part by one of the following Force Majeure Events — acts of God, fire, floods, storms, explosions, accidents, epidemics, civil disorder, strikes or lockouts, or any law, rule, regulation, order, or other action adopted or taken by any governmental authority — such party shall be excused, discharged, and released of performance or obligation to the extent that such performance or obligation is so delayed or prevented by such occurrence without of liability of any kind. In the event that the Stadium is not usable for a period exceeding six (6) months as a result of a Force Majeure Event the Sponsor shall have the option to terminate this Agreement. Any actions taken under this clause need to be provided in writing within five (5) days of the