Miscellaneous Pylon Sign

MISCELLANEOUS PYLON SIGN AGREEMENT

This Miscellaneous Pylon Sign Agreement (the Agreement) is entered into effective as of by and between:

Parties

Recitals

WHEREAS, Property Owner is the lawful owner or manager of the real property located at (the Site); and

WHEREAS, Sign Licensee desires to install, maintain and operate a pylon sign (the Pylon Sign) on the Site and Property Owner is willing to permit such installation on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Sign Licensee shall design, fabricate, install and commission the Pylon Sign at the Site in accordance with the specifications and schedule set forth below. All work shall comply with applicable codes, ordinances and the reasonable requirements of Property Owner.

Sign type (select all that apply): Illuminated Non-Illuminated Changeable Copy

Permits, Compliance and Insurance

Sign Licensee shall secure and pay for all permits, approvals and inspections required by governmental authorities for the design, installation and operation of the Pylon Sign. Sign Licensee shall maintain commercial general liability insurance, automobile liability insurance and, where applicable, workers' compensation insurance, each with limits not less than those customary for sign contractors and as reasonably requested by Property Owner. Certificates evidencing such insurance shall be delivered to Property Owner prior to commencement of any work.

Payment Terms

As consideration for the rights granted and services performed under this Agreement, Sign Licensee shall pay Property Owner as follows:

All payments are due within thirty (30) days of invoice unless otherwise stated. Overdue amounts shall accrue interest as set forth above. Taxes, if any, shall be the responsibility of the party required by law to remit such taxes.

Term and Termination

The term of this Agreement shall commence on and shall expire on unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receiving written notice. Additionally, either party may terminate for convenience upon days prior written notice to the other party.

Maintenance, Repair and Removal

Except as expressly provided otherwise, Sign Licensee shall be solely responsible for routine maintenance and repair of the Pylon Sign during the term. Upon expiration or termination, Sign Licensee shall, at Sign Licensee's expense, remove the Pylon Sign and restore the Site to substantially the condition existing prior to installation within thirty (30) days, unless the parties agree in writing to alternative disposition.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means information that is marked confidential or that a reasonable person would understand to be confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound to confidentiality obligations no less protective than those contained herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information shall not include information that is publicly available through no fault of the receiving party, already in the receiving party's possession, independently developed by the receiving party, or required to be disclosed by law, provided that the disclosing party is given prompt notice of such requirement and an opportunity to seek protective measures.

Indemnification

Sign Licensee shall indemnify, defend and hold harmless Property Owner, its officers, directors and agents from and against any and all claims, losses, liabilities, damages, fines and expenses, including reasonable attorneys' fees, arising out of or related to Sign Licensee's installation, operation, maintenance or removal of the Pylon Sign, except to the extent caused by Property Owner's gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Assignment

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or other change of control.

Entire Agreement

This Agreement, together with any exhibits or written attachments specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

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

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