Owner Consent Agreement

OWNER CONSENT AGREEMENT

This Owner Consent Agreement ("Agreement") is made as of / / (the Effective Date), by and between: Owner Name: , Owner Address: (Owner), and Recipient Name: , Recipient Address: (Recipient).

RECITALS

WHEREAS, Owner is the legal owner of the real property and related assets commonly described as (the Property); and

WHEREAS, Recipient has requested Owner's consent to undertake the activities described below with respect to the Property; and

WHEREAS, Owner is willing to grant such consent subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and Recipient agree as follows:

1. CONSENT

1.1 Grant of Consent. Owner hereby grants to Recipient the limited consent to:

1.2 Scope and Limitations. The consent granted in Section 1.1 is strictly limited to the activities described above and does not authorize: (a) any transfer of Owner's fee simple title; (b) any amendment to recorded instruments without Owner's prior written approval; or (c) any use or alteration of the Property that would violate applicable laws or materially impair the value of the Property. Any activity outside the scope hereof requires Owner's express written consent.

2. CONDITIONS PRECEDENT

2.1 Conditions Precedent. Owner's consent is expressly conditioned upon the following, each of which must be satisfied prior to undertaking any activity under Section 1.1:

(a) Recipient shall deliver evidence of insurance naming Owner as additional insured and endorsement details as required by Owner; and

(b) Recipient shall deliver to Owner an executed indemnity agreement in the form acceptable to Owner.

3. REPRESENTATIONS AND WARRANTIES

3.1 By executing this Agreement, each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) the execution and performance of this Agreement will not violate any material contractual obligation or applicable law.

4. COVENANTS

4.1 Recipient Covenants. Recipient covenants to: (a) perform the permitted activities in a good and workmanlike manner; (b) obtain and maintain all licenses and permits required by applicable law; (c) promptly repair any damage to the Property caused by Recipient or its contractors; and (d) comply with all reasonable directions of Owner regarding protection of the Property.

5. INDEMNIFICATION

5.1 Indemnity. Recipient shall indemnify, defend and hold harmless Owner and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Recipient's use of the Property or breach of this Agreement, except to the extent caused by Owner's gross negligence or willful misconduct.

6. LIMITATION OF LIABILITY

6.1 Exclusion of Consequential Damages. Except for liability arising from willful misconduct or gross negligence, neither Party shall be liable to the other for consequential, incidental, special, exemplary or punitive damages, regardless of form of action, whether in contract, tort, strict liability or otherwise.

7. NOTICES

Owner Notice Address:

Owner Contact Email:

Recipient Notice Address:

Recipient Contact Email:

Notices under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses supplied above, and shall be effective upon receipt.

8. AMENDMENTS; WAIVER

8.1 Amendments. This Agreement may be amended only by a written instrument executed by both Parties.

8.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise preclude further exercise.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the Parties:

9.2 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

9.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

10. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

11. MISCELLANEOUS

11.1 Relationship of Parties. The Parties are independent and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship, except as expressly set forth herein.

11.2 Further Assurances. Each Party agrees to execute and deliver such further instruments and to take such further actions as may be reasonably necessary to carry out the intent of this Agreement.

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