Tenant License Agreement

TENANT LICENSE AGREEMENT

Parties

Recitals

WHEREAS, Licensor is the lawful owner or authorized manager of certain real property and improvements located at (the "Premises");

WHEREAS, Licensor is willing to grant Licensee a revocable license to occupy and use a portion of the Premises solely for the purposes described herein, and Licensee desires to accept such license on the terms set forth in this Agreement; and

WHEREAS, the parties intend that this instrument create a personal, revocable license and not a leasehold estate; accordingly, neither party will treat this Agreement as creating a tenancy beyond the express license granted below.

Scope of Work / Use of Premises

Licensee's use is limited to the areas and activities expressly described in the Scope of Work. Licensee shall not make structural alterations or permit hazardous activities without prior written consent from Licensor. Any equipment or signage installed by Licensee must be removed upon termination and Licensee shall repair any damage caused by such removal.

Payment Terms

License Fee Amount: $ payable in accordance with the schedule below.

Late Payment: Any payment not received within days of its due date shall incur a late fee of and interest at the rate of on the unpaid balance until paid. Licensee shall also be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement without cause upon days' prior written notice to the other. Licensor may immediately terminate this Agreement for cause if Licensee fails to cure any material breach within days after written notice of such breach. Upon termination, Licensee shall vacate the Premises, remove Licensee's property, and restore any altered areas to their original condition, reasonable wear and tear excepted.

Confidentiality

The parties acknowledge that during the term of this Agreement they may receive Confidential Information from the other party. "Confidential Information" means non-public business, financial, technical, or operational information disclosed in any form. Each party shall hold Confidential Information in strict confidence, shall not use Confidential Information except to perform obligations under this Agreement, and shall not disclose Confidential Information to third parties except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is or becomes public through no breach by the receiving party, or that the receiving party lawfully receives from a third party free of restriction.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of .

Insurance; Indemnity

Licensee shall maintain commercial general liability insurance covering the Licensee's activities on the Premises with limits not less than . Licensee shall indemnify, defend, and hold harmless Licensor from and against all claims, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Premises, except to the extent caused by Licensor's gross negligence or willful misconduct.

Notices

All notices must be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses above. Notices are effective upon delivery or refusal of delivery as evidenced by carrier records.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by the courts located in the county in which the Premises is situated, provided that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its Confidential Information or proprietary rights.

Miscellaneous

Assignment and Sub-License: Licensee shall not assign, transfer, subcontract or sub-license any rights under this Agreement without Licensor's prior written consent, which consent shall not be unreasonably withheld. Any purported assignment in violation of this provision shall be null and void.

Compliance with Laws: Licensee shall comply with all applicable laws, codes, ordinances and regulations in connection with its use of the Premises and shall obtain all permits and approvals required for the Scope of Work.

Entire Agreement; Modification; Severability

This Agreement, together with any attachments or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by both parties. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Execution

The parties have executed this Tenant License Agreement as of the dates set forth below.

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