Legal Concession Agreement

LEGAL CONCESSION AGREEMENT

This Legal Concession Agreement (the "Agreement") is entered into as of Effective Date: , by and between Licensor: , with principal address at , and Concessionaire: , with principal address at .

RECITALS

WHEREAS, Licensor is the lawful owner or manager of certain real property and facilities commonly known as the Premises described as: ; and

WHEREAS, Concessionaire desires to operate and manage a concession business for the sale of goods and/or services described as: (the "Concession") on the Premises; and

WHEREAS, Licensor is willing to grant Concessionaire the right to operate the Concession subject to the terms and conditions set forth herein.

NOW, THEREFORE

In consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Premises" means the specific area within the property described in the Premises description above and any further delineation attached by Licensor in writing. 1.2 "Gross Sales" means all revenue received by Concessionaire from the Concession before deduction for any expenses, refunds or taxes. 1.3 "Term" means the period set forth in Section 3.

2. GRANT OF CONCESSION

2.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Concessionaire the non-exclusive right to operate the Concession at the Premises during the Term. This grant is limited to the Permitted Use specified in Section 2.2.

2.2 Permitted Use. Concessionaire shall use the Premises solely for: . Any change in the Permitted Use requires Licensor's prior written consent, which shall not be unreasonably withheld.

3. TERM

3.1 Term. The Term shall commence on Commencement Date: and shall expire on Expiration Date: , unless earlier terminated in accordance with this Agreement.

4. FEES, PAYMENTS AND RECORDS

4.1 Fees. Concessionaire shall pay to Licensor the following consideration: (a) An initial annual fee of $ payable in accordance with payment schedule set by Licensor; and (b) a percentage of Gross Sales equal to % (the "Percentage Fee"), payable monthly within days following the end of each calendar month.

4.2 Minimum Guarantee. Concessionaire shall pay a Minimum Monthly Guarantee of $. To the extent Percentage Fee for any month exceeds the Minimum Monthly Guarantee, Concessionaire shall remit the higher amount.

4.3 Books and Records. Concessionaire shall maintain complete and accurate books and records of Gross Sales, including receipts, cash register reports and electronic records, for a period of not less than three (3) years following the date of each transaction. Licensor or its authorized representative shall have the right to audit such records upon reasonable notice and during normal business hours.

5. OPERATIONS; COMPLIANCE

5.1 Standards. Concessionaire shall operate the Concession in a first-class manner, maintaining cleanliness, customer service standards and hours of operation reasonably required by Licensor. Concessionaire shall staff the Concession with trained personnel and shall not permit nuisance, waste or activity that interferes with other tenants or visitors.

5.2 Licenses and Permits. Concessionaire shall, at its sole cost and expense, obtain and maintain all licenses, permits and approvals required by applicable law for the operation of the Concession, including health, safety and sales tax registrations. Concessionaire shall promptly provide Licensor copies of such permits upon request.

6. MAINTENANCE AND REPAIR

6.1 Routine Maintenance. Concessionaire shall keep the Concession area and any equipment provided by Concessionaire in good condition and repair, ordinary wear and tear excepted. Concessionaire shall promptly repair any damage caused by its negligence or willful misconduct.

7. INSURANCE; INDEMNITY

7.1 Insurance. Concessionaire shall procure and maintain at its expense commercial general liability insurance with limits not less than $ per occurrence, naming Licensor as additional insured as its interests may appear. Concessionaire shall provide Licensor with certificates evidencing such coverage prior to commencement of operations.

7.2 Indemnity. Concessionaire shall indemnify, defend and hold harmless Licensor, its affiliates, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Concessionaire's performance under this Agreement, including but not limited to personal injury, property damage and regulatory fines, except to the extent caused by Licensor's gross negligence or willful misconduct.

8. ASSIGNMENT AND SUBLETTING

8.1 Assignment. Concessionaire shall not assign or transfer this Agreement or any interest herein, nor sublet the Concession, without the prior written consent of Licensor, which consent shall not be unreasonably withheld for assignments to affiliates or bona fide purchasers. Any attempted assignment without such consent shall be void and a material default.

9. DEFAULT; REMEDIES

9.1 Events of Default. Each of the following shall constitute an event of default by Concessionaire: (a) failure to pay any fees within days after written notice of nonpayment; (b) failure to maintain required insurance; (c) abandonment or cessation of operations for more than consecutive days without Licensor's consent; or (d) material breach of any provision of this Agreement.

9.2 Remedies. Upon the occurrence of an event of default, Licensor may terminate this Agreement and pursue any remedy available at law or in equity, including recovery of unpaid fees, injunctive relief and damages. Licensor's rights and remedies are cumulative and may be exercised singularly or concurrently.

10. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by written notice to the other party.

11. AMENDMENT; WAIVER

11.1 Amendment. This Agreement may be amended only by a written instrument executed by both parties. 11.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of: . The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

13.1 Entire Agreement. This Agreement, together with any exhibits or written schedules executed by the parties, constitutes the entire agreement between the parties with respect to the Concession and supersedes all prior negotiations, understandings and agreements. 13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. 13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. MISCELLANEOUS PROVISIONS

14.1 Relationship of Parties. The parties are independent contractors. Nothing contained in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties for any purpose. 14.2 Remedies Cumulative. Except as otherwise provided, the rights and remedies of the parties are cumulative and in addition to any other remedies available at law or equity.

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