Sublease License Agreement

SUBLEASE LICENSE AGREEMENT

This Sublease License Agreement ("Agreement") is made as of by and between Sublessor Name: , whose address is , and Sublessee Name: , whose address is .

RECITALS

WHEREAS, Sublessor is party to a master lease or license agreement (the "Master Lease") for the property commonly known as (the "Property");

WHEREAS, Sublessor has the right under the Master Lease to permit third-party occupancy of certain portions of the Property, subject to Landlord's consent where required; and

WHEREAS, Sublessee desires a license to occupy and use a defined portion of the Property and Sublessor is willing to grant such license subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. GRANT OF LICENSE

1.1 Grant. Subject to the terms of this Agreement and the Master Lease, Sublessor hereby grants to Sublessee a revocable, non-exclusive license to occupy and use the area described as follows (the "Licensed Area"):

1.2 Purpose. The Licensed Area shall be used only for the following permitted use:

1.3 No Lease Interest. The parties acknowledge that this Agreement creates a license only and does not create a leasehold estate, tenancy, or interest in real property in favor of Sublessee. Sublessee shall not acquire any greater rights than those expressly granted herein.

2. TERM

2.1 Term. The license granted hereby shall commence on and shall expire on , unless earlier terminated in accordance with Section 10.

2.2 Holding Over. Any holding over by Sublessee after the expiration or termination of this Agreement shall be treated as a daily license subject to immediate termination and subject to the damages and remedies set forth herein.

3. LICENSE FEE; DEPOSIT; PAYMENT

3.1 Payment Terms. All amounts due under this Agreement shall be payable to Sublessor at the following address for payment:

3.2 Late Payment. If any payment is not received by Sublessor within five (5) days after the due date, Sublessee shall pay a late fee equal to the lesser of $50.00 or 5% of the overdue amount and shall bear interest on overdue balances at the rate of 1.5% per month.

4. UTILITIES AND SERVICES

Sublessee shall not cause any interruption to essential building services and shall pay for utilities it consumes directly or by reimbursement as set forth above.

5. COMPLIANCE WITH MASTER LEASE AND LAWS

5.1 Master Lease. This Agreement is subject and subordinate to the Master Lease. Sublessee acknowledges receipt of the material terms of the Master Lease and agrees to comply with all obligations applicable to Sublessee under such Master Lease. Master Lease Date: ; Landlord Name: .

5.2 Laws and Regulations. Sublessee shall comply with all applicable laws, codes, ordinances and the reasonable rules and regulations of the Property, including but not limited to fire, health and safety requirements.

6. ALTERATIONS; RESTORATION

Sublessee shall not make structural or material alterations to the Licensed Area without Sublessor's prior written consent and, where required, Landlord's consent. All permitted alterations shall be performed in a workmanlike manner and Sublessee shall, upon termination, restore the Licensed Area to its condition at commencement, reasonable wear and tear excepted.

7. INSURANCE; INDEMNITY

Sublessee shall maintain commercial general liability insurance and property insurance in amounts reasonable for the use and occupancy, naming Sublessor as an additional insured where required. Sublessee shall indemnify, defend and hold Sublessor harmless from all claims, liabilities, and expenses arising out of Sublessee's use or occupancy of the Licensed Area, except to the extent caused by Sublessor's gross negligence or willful misconduct.

8. ASSIGNMENT AND SUBLICENSING

Sublessee shall not assign this Agreement or sublicense the Licensed Area without Sublessor's prior written consent. Any prohibited assignment or sublicense shall be void and, at Sublessor's election, grounds for immediate termination.

9. DEFAULT; REMEDIES

9.1 Events of Default. Events of default include failure to pay sums due, failure to maintain insurance, material breach of use provisions, or violation of the Master Lease obligations by Sublessee.

9.2 Remedies. Upon an event of default, Sublessor may terminate this Agreement, pursue recovery of damages, or exercise any other remedy available at law or in equity, including injunctive relief. Nothing herein limits Sublessor's rights under the Master Lease.

10. TERMINATION; SURRENDER

Upon expiration or termination, Sublessee shall vacate and surrender the Licensed Area in broom-clean condition, remove Sublessee's personal property, and repair any damage caused by removal. Sublessor may remove and store any abandoned property at Sublessee's expense.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail to the addresses below (or such other address as a party may designate in writing).

12. MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located, without regard to conflict of laws principles.

12.2 Entire Agreement. This Agreement, together with the Master Lease as incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

12.4 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

12.5 Waiver. The failure of either party to enforce any provision shall not be construed as a waiver of that provision or of the right to enforce it subsequently.

12.6 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. Signatures exchanged by facsimile or electronic transmission shall be binding.

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