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License Agreement THIS LICENSE AGREEMENT (the "Agreement") is made and entered into this 9th day of December

, 2010, by and between Max Johanson for Theory and Practice Gallery (the "Licensor") and Daniel Lamore, an individual (the "Licensee"). W I T N E S S E T H: WHEREAS, Licensor is the record owner of certain premises located at 738 Santa Fe Unit A, Theory and Practice Gallery (the "Property"); WHEREAS, Licensee desires to Provide Music and throw a Party for the artists participating in the Untitled Musical Event(the "Project") in the Property and Licensor is willing to grant Licensee a license to operate the Project upon the terms, covenants and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and of the covenants and conditions hereinafter set forth, it is hereby covenanted and agreed by and between Licensor and Licensee as follows: 1. Licensed Premises. Licensor hereby grants to Licensee the right, privilege and license to operate the Project in the area outlined on Exhibit A attached hereto and made a part hereof (the "Premises"). 2. Purpose. Licensee has the right, privilege and license to operate the Project within the Premises for the purpose of selling, offering entertainment to invited guests. Licensee shall be permitted to display and sell goods, raffle tickets and food stuffs. Nothing herein shall be construed to create any lease or property rights in Licensee whatsoever. This Agreement is a mere license to use the property for the Project identified herein subject to the terms and conditions of this Agreement. 3. Term. The term of this Agreement shall commence on January 22 12pm and shall end at 12 pm (time) on January 23, unless sooner terminated as provided herein (the "Term"). 4. Premises. Change of Location. Licensor shall not have the right to change the location of the

5. License Fees. Tenant shall pay a license fee (the "License Fee") to Licensor for use of the Premises for the Term in an amount of four hundred and 00/100ths ($500.00) Dollars. Licensee shall pay 100% of the License Fee on or before January 2, 2011. The obligation to pay the License Fee shall survive the expiration or termination of the Term. The balance due by termination of contract. The License Fee and all other amounts becoming due hereunder from Licensee to Licensor shall be paid in lawful money of the United States to Licensor. The payment of the


Licensee shall be responsible for all applicable taxes on services sold or taxes incidental to the operation or existence of the Project. overflow or bursting of any gas. or for any annoyance. rules and regulations applicable to the installation and operation of the Project. safety and similar laws. During the Term.v2 . upon or about the Premises by Licensee shall remain Licensee's property at all times. signs. Condition of Premises. ordinances. at its sole cost and expense. power and air conditioning. Licensee further agrees that Licensor shall not be responsible for any loss of or damage to property or money from robbery. hardware or improvements placed in. Failure of Utilities. all licenses and permits required by any public authority. However. sewer or other pipes inside or outside the Property. that Licensee shall not interrupt or interfere with the business conducted at the Property. Licensor shall not be liable for any loss or damage arising out of any act. fixtures. water. fire. loss or damage caused by any electric or other wires in the Property. Licensee shall not remodel or alter the Premises without obtaining the prior written approval of Licensor. and Licensee. however. Conduct of Business and Compliance with Laws. 2 ~CHGO2:40106000. inconvenience. at the termination of this Agreement. cameras. 6. disappearance. 9. Waiver of Liability. whether or not such money or property belongs to Licensee and whether or not Licensor or anyone on its behalf accepts receipt of or agrees to return the same to or for the account of Licensee. and that all of the foregoing and all additions. 7. light. provided. Licensee further agrees that Licensor shall have no liability or responsibility for or with respect to any money or property which Licensee or anyone acting for Licensee shall entrust. Licensor shall not be liable for any loss or damage resulting from failure of the supply of heat. Licensee will comply with all building. 8. security devices or other devices or equipment installed or used by Licensee in or about the Premises shall be deemed fixtures. Furthermore. Licensee shall conduct its business on the Premises during the hours of 12pm January 22 through 12pm January 23. holdup. Licensee does not immediately remove any of the foregoing items of Licensee's property. leakage. neglect or condition of any person or thing inside or outside the Premises or the Property. Licensee shall have the right to reasonable access to the Property in order to set up for the Project. at Licensor's request. deposit with or deliver to Licensor. burglary.License Fee hereunder is independent of each and every other covenant and agreement contained in this Agreement. Licensor grants permission. decorations. It is agreed that neither the Project nor any lights. or for the stoppage. Licensor may remove the same and the costs incurred in such removal shall become an additional sum due hereunder from Licensee to Licensor. OMJ 10. upon expiration of the Term or otherwise. theft. display and keep in full force and effect. Advertising. to the extent required by law. Licensee will not advertise in any way or display Licensee's name and/or logo or associated trade names and/or logo on the Property or the Premises without the consent of Licensor. Ownership and Improvements. shall procure. pilferage or otherwise. if.

or is condemned for public or quasi-public use.11. In the event of condemnation for public or quasi-public use of the Property or any part thereof. or declared unsafe. Licensee shall not make any claim or demand against Licensor or the authority 3 ~CHGO2:40106000. To the extent not expressly prohibited by law. misappropriation or loss of property occurring in or about the Premises arising from Licensee's occupancy of the Premises or the conduct of its business or from any activity. and such damage. to pay such increased cost keeping such release or waiver in full force and effect. within ten (10) days following written notice. fault or neglect of Licensee or those employed by or acting for Licensee.v2 . if any. at its option. and their agents. permitted or suffered by Licensee in or about the Premises or from any breach or default on the part of Licensee in the performance of any covenant or agreement on the part of Licensee to be performed pursuant to the terms of this Agreement or due to any other act or omission of Licensee. licensees or employees. and notwithstanding anything in this Agreement which may appear to be to the contrary. Licensee agrees to hold Licensor and its beneficiaries. 13. condemnation or unsafe condition. the other party shall have the right. Waiver of Subrogation. by reason of any interruption of Licensee's business or Licensee's use of the Premises. contractors. Indemnification. Licensor. by reason of the termination of this Agreement. In the event that the Property is damaged or is destroyed by fire or other casualty. the License Fee shall abate in the proportion that the Premises are wholly or partially untenantable. In the event Licensor does not so terminate this Agreement and the Property is restored. any release or any waiver of claims shall not be operative. work or thing done. but Licensor shall not be liable for any loss or damage by reason of inconvenience or annoyance resulting from the repair of the improvements in the Property. destruction. servants and employees harmless and to indemnify each of them against claims and liabilities. in which event any unearned License Fees paid in advance shall be refunded if Licensee is not in default. including reasonable attorneys' fees. may terminate this Agreement upon five (5) days' notice. 12. Without limiting any release or waiver of liability or recovery set forth elsewhere in this Agreement. or by reason of any damage to or loss of Licensee's property as a result of such damage. provided. each of the parties hereto waives all claims for recovery from the other party for any loss of or damage to any of its property insured under valid and collectible insurance policies to the extent of any recovery collectible under such insurance policies. Notwithstanding the foregoing or anything contained in this Agreement to the contrary. and the foregoing endorsements shall not be required. for injuries to all persons and damage to or theft. invitees. in any case where the effect of such release or waiver is to invalidate insurance coverage or to invalidate the right of the insured to recover thereunder or increase the cost thereof. however. destruction or unsafe condition has not been caused by or has not resulted from any act. Fire and Condemnation. its agents. Licensor and Licensee agree to have all fire and extended coverage and other property damage insurance which may be carried by either of them endorsed with a clause providing that any release from liability of or waiver of claim for recovery from the other party entered into in writing by the insured thereunder prior to any loss or damage shall not affect the validity of said policy or the right of the insured to recover thereunder and providing further that the insurer waives all rights of subrogation which such insurer might have against the other party. that in the case of increased cost.

covenants. and unless Licensee has completely removed or cured said default within said period. or contract for the operation of the Premises by another person. or of any rule or regulation adopted pursuant hereto. This Agreement shall be subject and subordinate in all respects to any and all mortgages and encumbrances. at its discretion. shall terminate immediately. In the event of the default by Licensee in complying with any of its obligations under the covenants and conditions contained herein. Licensor. at Licensee's expense.instituting such condemnation for any award or portion of any award granted under such condemnation. participating in the business of the other as a partner. Subordination. 14. less ordinary wear and tear or damage caused by fire or other casualty not the fault of Licensee. Licensor may enforce the performance of this Agreement by any means permitted by law. and Licensee shall vacate the Premises immediately. 16. conditions or provisions of this Agreement. without the express prior written consent of Licensor. whether said breach or noncompliance is of the same or of a different kind or character. Licensee shall have the right to remove any of its trade fixtures. 15. may terminate this Agreement. 17. Licensee expressly agrees that if Licensor's right to possession terminates through foreclosure or other similar event. Relationship of Licensee and Licensor. The waiver by either party of any breach or noncompliance by the other party with any of the terms.v2 . Licensee hereby waives and releases any and all claims for damages or otherwise which Licensee may have claimed or acquired by reason or as a result of any termination of this Agreement or of any action of any mortgagee or encumbrancer under any existing or future mortgages or other encumbrances which may affect or terminate this Agreement. if such default continues for a period of thirty (30) days. shall not constitute a waiver of any subsequent breach. Licensee shall not assign this Agreement. at Licensor's option. including the Project. firm or corporation. 18. if any. in whole or in part. in which event this Agreement shall expire as if that were the day originally fixed herein for the expiration of the Term. in whole or in part. any damage to any building or improvements in the Property resulting from such removal. All rights and remedies provided herein shall be cumulative and in addition to any and all other legal rights either party may have in the event of default. shall remain obligated to remove the same at the request of Licensor and shall repair. Furthermore. 4 ~CHGO2:40106000. then this Agreement. Licensee shall deliver the Premises to Licensor in as good condition as when Licensee took possession thereof. Assignment. Upon the expiration or earlier termination of this Agreement. in which case any unearned License Fee shall be refunded if Licensee is not in default. now or hereafter placed upon the Premises. As a material consideration hereof. It is understood and agreed that neither Licensor nor Licensee is or has any intention of. Default. Surrender. joint venturer or otherwise.

(d) thereof.S. (b) All of the agreements of Licensor and Licensee with respect to the Premises are contained in this Agreement. and no modification. or by facsimile. A party may change its address for receipt of notices by service of a notice of such change in accordance herewith. by courier. enforceability or effect of the rest of this Agreement. mortgage. if mailed as aforesaid. (b) one (1) business day after depositing with an overnight courier service. 20. waiver or amendment of this Agreement or any of its provisions shall be binding upon either party unless it is in writing and signed by a duly authorized officer of that party. assignment. 5 ~CHGO2:40106000. encumbrance. and nothing contained in this Agreement shall empower Licensee to do any act which can. instruction or other document to be given or served hereunder or any document or instrument executed pursuant hereto shall be in writing and shall be delivered personally with a receipt requested therefor. demand. Any notice. return receipt requested or overnight courier service. and none shall exclude any other rights and remedies allowed by law. sent by a recognized overnight courier service or by United States registered or certified mail. Amendment of License Agreement Must Be in Writing. or (c) two (2) business days after deposit prepaid. postage prepaid and addressed to the parties at their respective addresses set forth below. Time is of the essence of this Agreement and of each and all provisions (e) The invalidity of any provision of this Agreement shall not impair or affect in any manner the validity. certified or registered mail.19. Miscellaneous. successors and assigns. lien. by facsimile. request. legal representatives. Notices. (c) Licensor's title is paramount and always shall be paramount to the title of Licensee. but also of their respective heirs. waiver or amendment of this Agreement or of any of its conditions or provisions shall be binding upon Licensor unless in writing and signed by Licensor. in the mails. shall or may encumber the title of Licensor. charge or subletting contrary to the provisions of this Agreement. : 21. No modification. (a) Each provision of this Agreement shall extend to and shall bind and inure to the benefit not only of Licensor and Licensee. and the same shall be effective (a) upon receipt or refusal if delivered personally. All rights and remedies of the parties shall be cumulative. All notices by facsimile shall be confirmed subsequently by U.v2 . return receipt requested. but this provision shall not operate to permit any transfer.

heretofore made between the parties hereto are merged in this Agreement. 22. conveyance or assignment shall be and hereby is entirely freed and relieved of all covenants and obligations of Licensor hereunder accruing after such sale. grantee or assignee with respect thereto.(f) All understandings and agreements. conveyance or sale. Exculpatory Provisions. an individual LICENSEE: 6 ~CHGO2:40106000. Notwithstanding anything contained herein to the contrary. this Agreement has been executed on the day and year first above written. IN WITNESS WHEREOF. once or successively. and Licensee agrees to attorn to the purchaser. it is expressly understood and agreed by and between the parties hereto that in the case of default hereunder by Licensor. The term "Licensor" as used in this Agreement means only the owner or owners at the time being of the Property so that in the event of any assignment. and Licensee agrees to look solely to such purchaser.v2 . Licensee shall look solely to the interest of Licensor in the Premises and the Property for satisfaction of any obligation of Licensor to Licensee. oral or written. This Agreement shall not be affected by any such assignment. conveyance or assignment. or any assignment of this Agreement by Licensor. if any. and their agents) and Licensee. grantee or assignee. of said Property. said Licensor making such sale. conveyance or sale. LICENSOR: Theory and Practice Gallery By: Name:Max Johanson Title:Event Coordinator Daniel Lamore ______________________________. and fully and completely express the agreement between Licensor (and its beneficiaries.

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