Fill and Sign the License to Operate a Kiosk Booth Rentals or Renters for Vending Farmers Markets or Flea Markets Form

License to Operate a Kiosk Agreement made on the ___ day of __________, 20___, between and __________ , Inc., a corporation organized and existing under the laws of the state of ______________, with its principal office located at _______________________ (street address, city, county, state, zip code) , referred to herein as Licensor, and _______________ of _____________________ (street address, city, county, state, zip code) , referred to herein as Licensee. , In consideration of the mutual benefits and obligations set forth in this agreement, the parties agree as follows: I. Grant of License and Location of Kiosk Licensor grants to Licensee a license to sell certain products as described in Section VI of this agreement, in the ____________________ (e.g., the ______________ Mall located at street address, city, county, state, zip code) herein referred to as the Mall, for the Term as defined in Section II of this agreement. The location where Licensee is permitted to display its products is space in the Mall, as shown in the partial floor plan attached hereto as Exhibit A (Space) , or as determined by Licensor in its sole discretion, and is subject to change on Licensor's request at any time. II. Term of License The Term of this license shall commence on ___________ (date) and terminate on _______________ (date) . Notwithstanding anything to the contrary contained in Section X of this agreement, this agreement is cancelable at Licensor's sole discretion, for any reason, or for no reason, by giving Licensee _____ days prior written notice. III. Expiration or Termination of License and Liquidated Damages On the expiration or termination of this license, Licensee must surrender to Licensor that portion of the Mall where Licensee was allowed to display merchandise in as good condition as originally received, normal wear and tear excepted. Licensor and Licensee agree that it would be difficult and impractical to fix damages due Licensor in the event of early termination by Licensee, and Licensee agrees to pay liquidated damages of $___________, which shall be due on written notice from Licensor. IV. Periodic Payments Licensee will pay for the license the sum of $ _______ per month, plus _____% of gross sales (as defined in this agreement). Payments are due on or before the ___day of each month beginning the ____ day of ________, 2006. The term gross sales is defined to mean the total amount in dollars of the actual sales price, whether for cash or on credit or partly for cash and partly on credit, of all sales of merchandise and services, and all other receipts of business conducted pursuant to this license and all deposits not refunded to purchasers and all orders taken in whether or not those orders are filled elsewhere and receipts or sales by any or from the mall. Gross sales shall not, however, include any sums collected and paid out by Licensee for any sales or retail excise tax imposed by any duly constituted governmental authority, nor shall they include any exchange of goods or merchandise between the stores of Licensee where such exchange of merchandise is made solely for the purpose of consummating a sale and not for the purpose of consummating a sale which has been made at, in or from the mall or for the purpose of depriving Licensor of the benefit of a sale which otherwise would be made at, in or from the Mall nor the amount of returns to shippers or manufacturers, nor the amount of any cash or credit refund made on any sale, nor sales of fixtures which are not a part of Licensee's stock in trade. Each sale on installment or credit shall be made irrespective of the time when Licensee may receive payment from Licensee's customer. No deduction shall be made from gross sales for any franchise, income or gross receipts taxes, or for any other taxes based on the income of Licensee. Licensee is required to report in writing to Licensor's designated representatives all sales made during the previous week before ______________ ( time) on _______________ (day) of each week. Licensee shall utilize cash registers equipped with sealed continuous totals to record all gross sales. V. Advertising and Promotion Fee Licensee agrees to pay Licensor, in addition to the periodic payments specified above, a sum of $_________ per month on or before the first day of each month. This amount shall be used for the advertising and promotion of the Mall in such a manner as Licensor in its sole discretion deems advisable. Licensee agrees to participate in all joint advertising or promotion planned by Licensor. VI. Products Permitted to be Sold Licensee shall be entitled to sell at retail ________________________________ (describe products) , and no other products. Licensee agrees that the use of this license for this purpose shall be narrowly construed. Licensee also agrees that violation of this provision, in addition to any other remedy available to Licensor, is an action which is not only compensable by money damages, but by equitable relief to enjoin such violation. VII. Displays, Fixtures and Utilities Licensee shall provide, at its sole cost and expense, all displays and fixtures to be used by Licensee in the Mall. Prior to installation of such displays and fixtures, Licensee shall submit to Licensor plans, drawings and/or photographs, including dimensions, colors, materials and requisite utility demand loads, if any, for approval by Licensor. Licensee shall not bring any merchandise or displays onto or into the Mall prior to receiving Licensor's written approval. Licensee will pay all charges for gas, water, sewer, waste removal, electricity, telephone and other utility services used in the licensed premises during the term. If any such charges are not paid when due, Licensor may pay the same, and any amount so paid by Licensor shall thereupon become due to Licensor from Licensee as additional rent. Licensor shall not be responsible for any interruption in utility service. VIII. Compliance with Rules, Regulations and Ordinances Licensee will comply with all rules, regulations, and ordinances of governmental authorities having jurisdiction over the license, insofar as any of such rules, regulations, and ordinances pertain to the manner in which Licensee shall use the license. IX. Nonassignability and Nontransferability Licensee may not assign or transfer this license nor sublet the licensed premises, in whole or in part. X. Events of Default The occurrence of any of the following will constitute an event of default hereunder: A. Failure of Licensee to commence business within the time period specified in Section II. B. Discontinuance by Licensee of the conduct of its business in the licensed premises. C. The filing of a petition by or against Licensee for adjudication as a bankrupt or insolvent, or for its reorganization or for the appointment of a receiver or trustee of Licensee's property; an assignment by Licensee for the benefit of creditors; or the taking possession of the property of Licensee by any governmental office or agency pursuant to statutory authority for the dissolution or liquidation of Licensee. D. Failure of Licensee to pay when due any installment of rent or any other sums required to be paid by Licensee. E. Vacation or desertion of Space or permitting the same to be empty and unoccupied. F. Licensee's removal or attempt to remove, or manifesting an intention to remove Licensee's goods or property from or out of Space otherwise than in the ordinary and usual course of business without having first paid and satisfied Licensor for all rent which may become due during the entire term of this License. G. Failure of Licensee to perform any other covenant or condition of this license. XI. Rights of Licensor on Default of Licensee If Licensee is in default as defined in Section X of this license, Licensor, in addition to all the rights and remedies granted under the laws of the State of ________and not as a limitation thereof, will have any or all of the following rights: A. To re-enter and remove all persons and property from Space, and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Licensee, all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned. B. To elect to declare the entire minimum rent for the balance of the Term due and payable forthwith. In addition thereto, there shall be due and payable for each remaining year of the term of this license, and pro rata for any part of a year, the yearly average of the percentage rent paid by Licensee on the gross sales in Space from the commencement of this Licensee to the end of the license year next preceding the date of the termination of this license by Licensor. C. To terminate the License and relet for account of Licensor or Licensee. D. Except as to a default under Paragraph C of Section X, Licensor will have the right, at its option, to collect not only the minimum rent provided for in this agreement, but additional rent for each day of default equal to ___% of the monthly minimum rent as compensation to Licensor for expenses incurred as the result of Licensee's default and not a penalty payable by Licensee . Such additional rent shall be paid by Licensee weekly as the same occurs. E. Except as to a default under Paragraph C of Section X, Licensor shall have the right, at its option, to require that the minimum rent be paid in semi-annual installments, in advance, for the remainder of the term or extended term of this license, such semi- annual rent to commence effective as of the first day of the month in which such default by Licensee occurs. XII. Waiver of Right of Redemption Licensee expressly waives any and all rights of redemption granted by or under any present or future laws of the State of __________in the event of Licensee being evicted or dispossessed for any cause, or in the event of Licensor obtaining possession of Space, by reason of the violation by Licensee of any of the covenants or conditions of this license, or otherwise. XIII. Service of Notice or Demand A. For the purpose of any notice or demand, Licensee shall be served by regular or certified mail, addressed to Licensee at the following address: __________________ __ (street address, city, county, state, zip code) . B. For the purpose of any notice or demand, Licensor shall be served by regular or certified mail, addressed to Licensor at the following address: ______________________ (street address, city, county, state, zip code) . XIV. License Binding This license will bind and inure to the benefit of the successors, assigns, heirs, executors, administrators, and legal representatives of the parties. XV. Miscellaneous Provisions A . Licensee may not use any display having a signage height in excess of ___feet and shall not have any flashing or illuminated signs. Licensee shall comply with all sign criteria for the Mall as shown in the Mall's regulations, a copy of which is attached to this agreement as Exhibit B and incorporated by reference. Additionally, Licensee shall not cause obnoxious odors or untidiness and shall not involve operation of machinery which gives off obnoxious sounds which may be heard or experienced. B. Licensee agrees not to use any display having advertising which refers to the Mall without first obtaining Licensor's written approval. C. Licensee agrees to leave the Mall in broom clean condition and in the condition existing before the use of the activity or activities contemplated in this agreement. D. Prior to commencing the activity contemplated hereunder, Licensee agrees to obtain any and all permits, licenses, and authorizations which may be required by all governmental authorities with respect to the activity or activities contemplated hereunder. All installations and equipment, the use thereof, and Licensee's activity or activities shall be in strict accordance with the requirements of all applicable laws, ordinances, regulations, and Licensor's fire insurance underwriters, shall be at Licensee's sole expense and shall only be made pursuant to plans previously approved by Licensor. Licensee shall comply with the mall rules and regulations, as noted on Exhibit C. Licensee agrees that a violation of these rules is a substantive breach of this license. XVI. Waiver of Claims and Indemnification Licensor shall not be liable for, and except for Licensor's negligence or willful misconduct, Licensee waives all claims against all the foregoing parties for damage to personal property sustained by Licensee, and/or any claim by any person claiming by or through Licensee resulting from any accident or occurrence in or on the area used by Licensee from time to time or for personal injury to Licensee, Licensee's agents, employees, officers, directors, owners, or shareholders. This waiver includes, without limitation, merchandise and/or display materials as a result of theft, disappearance, fire or other casualty or any other cause. Licensee shall maintain fire and extended coverage insurance covering vandalism and malicious mischief and Licensee shall furnish to Licensor evidence thereof prior to commencement of activities in the Mall. Licensee agrees to indemnify and hold harmless Licensor and its respective agents and employees from all liabilities, injuries, losses, causes, damages, costs and/or expense (including reasonable attorney fees), (1) in respect of any injury or death of any person and/or damage to or loss or destruction of any property while on any part of the Mall occasioned by any act or omission of Licensee or anyone claiming by or through or under Licensee; (2) as a result of liens performed, or caused to be performed by Licensee within the Mall; (3) as a result of any failure by the Licensee hereunder; and (4) the result of the failure to comply with any requirements or any governmental authorities. Licensee agrees to pay on demand Licensor's expenses, including reasonable attorney fees and court costs, incurred in enforcing this agreement or curing defaults of Licensee. Licensee agrees not to suffer any mechanic's liens to be filed against the Mall and to discharge any such liens by payment or bond. XVII. Insurance Licensee agrees to maintain during the term of this agreement, effective on the date Licensee takes possession of the Space for the purpose of commencing Licensee's work, insurance coverage in companies satisfactory to licensor for bodily injury, property damage, and personal injury liability each with a limit of liability of $_____________ for each occurrence and in the aggregate or in such greater amounts as Licensor may reasonably hereafter from time to time advise licensee in writing, all such insurance to include Licensor as an additional insured party. XVIII. Entire Agreement A. This agreement contains the entire understanding between the parties and all prior or contemporaneous oral or written agreements are merged in this agreement, and no amendment to this license shall be effective unless in writing and signed by the parties hereto. B. Licensee accepts Space in an as is condition . Licensee agrees that no representations respecting the condition of Space and that no promises to decorate, alter, repair, or improve the licensed premises have been made by Licensor, its partners, beneficiaries, or their agents or employees to Licensee unless the same are specifically set forth in this license. Licensee shall not attach any fixtures or articles to any portion of Space nor shall Licensee make any alterations, additions, improvements, repairs, or changes or perform any other work whatever in and to Space which affect the structural components of the Mall, the mechanical or electrical system servicing Space, or the mall or the general exterior or interior appearance of Space. On expiration or termination of this license either by lapse of time or otherwise, Licensee agrees peaceably to surrender Space to Licensor in broom-clean condition and in good repair, except for damage caused by acts of God, ordinary use and wear and damage by fire or other casualty. Licensee agrees to remove Licensee's trade fixtures on any such expiration or termination and to repair all damage to Space or the mall caused by such removal. Licensee's failure to remove all or part of Licensee's trade fixtures on such expiration or termination shall be deemed an abandonment to Licensor of such trade fixtures and, if Licensor elects to remove all or any part of such fixtures, the cost of such removal, including repairing any damage to the premises caused by such removal and/or the cost of storage of such fixtures, shall be paid by and be at the risk of Licensee. XIX Exculpation Notwithstanding anything to the contrary contained in this license or in any riders or addenda attached (collectively referred to as the license documents ), it is expressly understood and agreed by and between the parties that: A. The recourse of Licensee or its successors or assigns against Licensor with respect to an alleged breach by or on the part of Licensor of any representation, warranty, covenant, undertaking, or agreement contained in any of the license documents (referred to collectively as Licensor's license undertakings ) shall extend only to Licensor's interest in the real estate of which the premises demised under the license documents are a part (here referred to as Licensor's real estate ) and not to any other assets of Licensor or Licensor's beneficiaries; B. Neither Licensor nor any of their respective directors, officers, employees, or agents shall have any personal liability whatsoever with respect to any breach by Licensor of any of Licensor's license undertakings; and C. Except to the extent of Licensor's interest in Licensor's real estate, no personal liability or personal responsibility of any sort with respect to any of Licensor's license undertakings is assumed by, or shall at any time be asserted or enforceable against, Licensor or against any of their respective directors, officers, employees, agents, constituent partners, beneficiaries, trustees, or representatives. XX. Mandatory Arbitration Any dispute under this agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. WITNESS our signatures as of the day and date first above stated. _____________ , INC. ________________________ By__________________________ (Name of Licensee) (Name and Office in Corporation) (Attach Exhibits)