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License Agreement

THIS LICENSE AGREEMENT (the "Agreement") is made and entered into this 9th
day of December, 2010, by and between Max Johanson for Theory and Practice Gallery (the
"Licensor") and Daniel Lamore, an individual (the "Licensee").

W I T N E S S E T H:

WHEREAS, Licensor is the record owner of certain premises located at 738 Santa Fe
Unit A, Theory and Practice Gallery (the "Property");

WHEREAS, Licensee desires to Provide


Music and throw a Party for the artists participating in the Untitled Musical Event(the
"Project") in the Property and Licensor is willing to grant Licensee a license to operate the
Project upon the terms, covenants and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and of the covenants and


conditions hereinafter set forth, it is hereby covenanted and agreed by and between Licensor and
Licensee as follows:

1. Licensed Premises. Licensor hereby grants to Licensee the right, privilege and
license to operate the Project in the area outlined on Exhibit A attached hereto and made a part
hereof (the "Premises").

2. Purpose. Licensee has the right, privilege and license to operate the Project within
the Premises for the purpose of selling, offering entertainment to invited guests. Licensee shall be
permitted to display and sell goods, raffle tickets and food stuffs. Nothing herein shall be
construed to create any lease or property rights in Licensee whatsoever. This Agreement is a mere
license to use the property for the Project identified herein subject to the terms and conditions of
this Agreement.

3. Term. The term of this Agreement shall commence on January 22 12pm and shall
end at 12 pm (time) on January 23, unless sooner terminated as provided herein (the "Term").

4. Change of Location. Licensor shall not have the right to change the location of the
Premises.

5. License Fees. Tenant shall pay a license fee (the "License Fee") to Licensor for use
of the Premises for the Term in an amount of four hundred and 00/100ths ($500.00) Dollars.
Licensee shall pay 100% of the License Fee on or before January 2, 2011. The obligation to pay
the License Fee shall survive the expiration or termination of the Term. The balance due by
termination of contract.

The License Fee and all other amounts becoming due hereunder from Licensee to
Licensor shall be paid in lawful money of the United States to Licensor. The payment of the

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License Fee hereunder is independent of each and every other covenant and agreement contained
in this Agreement.

6. Conduct of Business and Compliance with Laws. During the Term, Licensee
shall conduct its business on the Premises during the hours of 12pm January 22 through 12pm
January 23. Licensee will comply with all building, fire, safety and similar laws, ordinances, rules
and regulations applicable to the installation and operation of the Project. Licensee shall be
responsible for all applicable taxes on services sold or taxes incidental to the operation or existence
of the Project, and Licensee, at its sole cost and expense, shall procure, display and keep in full
force and effect, to the extent required by law, all licenses and permits required by any public
authority.

7. Condition of Premises. Licensee shall have the right to reasonable access to the
Property in order to set up for the Project; provided, however, that Licensee shall not interrupt or
interfere with the business conducted at the Property. Licensee shall not remodel or alter the
Premises without obtaining the prior written approval of Licensor.

8. Ownership and Improvements. It is agreed that neither the Project nor any lights,
signs, cameras, security devices or other devices or equipment installed or used by Licensee in or
about the Premises shall be deemed fixtures, and that all of the foregoing and all additions,
decorations, fixtures, hardware or improvements placed in, upon or about the Premises by Licensee
shall remain Licensee's property at all times. However, if, at the termination of this Agreement,
upon expiration of the Term or otherwise, at Licensor's request, Licensee does not immediately
remove any of the foregoing items of Licensee's property, Licensor may remove the same and the
costs incurred in such removal shall become an additional sum due hereunder from Licensee to
Licensor.

9. Advertising. Licensee will not advertise in any way or display Licensee's name
and/or logo or associated trade names and/or logo on the Property or the Premises without the
consent of Licensor. Licensor grants permission. OMJ

10. Failure of Utilities; Waiver of Liability. Licensor shall not be liable for any loss
or damage resulting from failure of the supply of heat, light, power and air conditioning, or for the
stoppage, leakage, overflow or bursting of any gas, water, sewer or other pipes inside or outside the
Property, or for any annoyance, inconvenience, loss or damage caused by any electric or other
wires in the Property. Furthermore, Licensor shall not be liable for any loss or damage arising out
of any act, neglect or condition of any person or thing inside or outside the Premises or the
Property. Licensee further agrees that Licensor shall have no liability or responsibility for or with
respect to any money or property which Licensee or anyone acting for Licensee shall entrust,
deposit with or deliver to Licensor, whether or not such money or property belongs to Licensee and
whether or not Licensor or anyone on its behalf accepts receipt of or agrees to return the same to or
for the account of Licensee. Licensee further agrees that Licensor shall not be responsible for any
loss of or damage to property or money from robbery, theft, burglary, holdup, disappearance,
pilferage or otherwise.

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11. Indemnification. To the extent not expressly prohibited by law, Licensee agrees to
hold Licensor and its beneficiaries, if any, and their agents, servants and employees harmless and
to indemnify each of them against claims and liabilities, including reasonable attorneys' fees, for
injuries to all persons and damage to or theft, misappropriation or loss of property occurring in or
about the Premises arising from Licensee's occupancy of the Premises or the conduct of its
business or from any activity, work or thing done, permitted or suffered by Licensee in or about the
Premises or from any breach or default on the part of Licensee in the performance of any covenant
or agreement on the part of Licensee to be performed pursuant to the terms of this Agreement or
due to any other act or omission of Licensee, its agents, contractors, invitees, licensees or
employees.

12. Waiver of Subrogation. Licensor and Licensee agree to have all fire and extended
coverage and other property damage insurance which may be carried by either of them endorsed
with a clause providing that any release from liability of or waiver of claim for recovery from the
other party entered into in writing by the insured thereunder prior to any loss or damage shall not
affect the validity of said policy or the right of the insured to recover thereunder and providing
further that the insurer waives all rights of subrogation which such insurer might have against the
other party. Without limiting any release or waiver of liability or recovery set forth elsewhere in
this Agreement, and notwithstanding anything in this Agreement which may appear to be to the
contrary, each of the parties hereto waives all claims for recovery from the other party for any loss
of or damage to any of its property insured under valid and collectible insurance policies to the
extent of any recovery collectible under such insurance policies. Notwithstanding the foregoing or
anything contained in this Agreement to the contrary, any release or any waiver of claims shall not
be operative, and the foregoing endorsements shall not be required, in any case where the effect of
such release or waiver is to invalidate insurance coverage or to invalidate the right of the insured to
recover thereunder or increase the cost thereof; provided, however, that in the case of increased
cost, the other party shall have the right, within ten (10) days following written notice, to pay such
increased cost keeping such release or waiver in full force and effect.

13. Fire and Condemnation. In the event that the Property is damaged or is destroyed
by fire or other casualty, or is condemned for public or quasi-public use, or declared unsafe,
Licensor, at its option, may terminate this Agreement upon five (5) days' notice, in which event
any unearned License Fees paid in advance shall be refunded if Licensee is not in default. In the
event Licensor does not so terminate this Agreement and the Property is restored, and such
damage, destruction or unsafe condition has not been caused by or has not resulted from any act,
fault or neglect of Licensee or those employed by or acting for Licensee, the License Fee shall
abate in the proportion that the Premises are wholly or partially untenantable, but Licensor shall
not be liable for any loss or damage by reason of inconvenience or annoyance resulting from the
repair of the improvements in the Property, by reason of any interruption of Licensee's business or
Licensee's use of the Premises, by reason of the termination of this Agreement, or by reason of any
damage to or loss of Licensee's property as a result of such damage, destruction, condemnation or
unsafe condition.

In the event of condemnation for public or quasi-public use of the Property or any part
thereof, Licensee shall not make any claim or demand against Licensor or the authority

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instituting such condemnation for any award or portion of any award granted under such
condemnation.

14. Assignment. Licensee shall not assign this Agreement, in whole or in part, or
contract for the operation of the Premises by another person, firm or corporation, in whole or in
part, without the express prior written consent of Licensor.

15. Subordination. This Agreement shall be subject and subordinate in all respects to
any and all mortgages and encumbrances, if any, now or hereafter placed upon the Premises.
Licensee expressly agrees that if Licensor's right to possession terminates through foreclosure or
other similar event, then this Agreement, at Licensor's option, shall terminate immediately, and
Licensee shall vacate the Premises immediately, in which case any unearned License Fee shall be
refunded if Licensee is not in default. As a material consideration hereof, Licensee hereby waives
and releases any and all claims for damages or otherwise which Licensee may have claimed or
acquired by reason or as a result of any termination of this Agreement or of any action of any
mortgagee or encumbrancer under any existing or future mortgages or other encumbrances which
may affect or terminate this Agreement.

16. Relationship of Licensee and Licensor. It is understood and agreed that neither
Licensor nor Licensee is or has any intention of, participating in the business of the other as a
partner, joint venturer or otherwise.

17. Default. In the event of the default by Licensee in complying with any of its
obligations under the covenants and conditions contained herein, Licensor may enforce the
performance of this Agreement by any means permitted by law. Furthermore, if such default
continues for a period of thirty (30) days, Licensor, at its discretion, and unless Licensee has
completely removed or cured said default within said period, may terminate this Agreement, in
which event this Agreement shall expire as if that were the day originally fixed herein for the
expiration of the Term.

All rights and remedies provided herein shall be cumulative and in addition to any and all other
legal rights either party may have in the event of default.

The waiver by either party of any breach or noncompliance by the other party with any of
the terms, covenants, conditions or provisions of this Agreement, or of any rule or regulation
adopted pursuant hereto, shall not constitute a waiver of any subsequent breach, whether said
breach or noncompliance is of the same or of a different kind or character.

18. Surrender. Upon the expiration or earlier termination of this Agreement, Licensee
shall deliver the Premises to Licensor in as good condition as when Licensee took possession
thereof, less ordinary wear and tear or damage caused by fire or other casualty not the fault of
Licensee. Licensee shall have the right to remove any of its trade fixtures, including the Project,
shall remain obligated to remove the same at the request of Licensor and shall repair, at Licensee's
expense, any damage to any building or improvements in the Property resulting from such
removal.

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19. Amendment of License Agreement Must Be in Writing. No modification,
waiver or amendment of this Agreement or any of its provisions shall be binding upon either party
unless it is in writing and signed by a duly authorized officer of that party. All rights and remedies
of the parties shall be cumulative, and none shall exclude any other rights and remedies allowed by
law.

20. Notices. Any notice, request, demand, instruction or other document to be given or
served hereunder or any document or instrument executed pursuant hereto shall be in writing and
shall be delivered personally with a receipt requested therefor, by facsimile, sent by a recognized
overnight courier service or by United States registered or certified mail, return receipt requested,
postage prepaid and addressed to the parties at their respective addresses set forth below, and the
same shall be effective (a) upon receipt or refusal if delivered personally, by courier, or by
facsimile; (b) one (1) business day after depositing with an overnight courier service; or (c) two (2)
business days after deposit prepaid, in the mails, if mailed as aforesaid. A party may change its
address for receipt of notices by service of a notice of such change in accordance herewith. All
notices by facsimile shall be confirmed subsequently by U.S. certified or registered mail, return
receipt requested or overnight courier service.

21. Miscellaneous.

(a) Each provision of this Agreement shall extend to and shall bind and inure to
the benefit not only of Licensor and Licensee, but also of their respective heirs, legal
representatives, successors and assigns, but this provision shall not operate to permit any
transfer, assignment, mortgage, encumbrance, lien, charge or subletting contrary to the
provisions of this Agreement.

(b) All of the agreements of Licensor and Licensee with respect to the Premises
are contained in this Agreement, and no modification, waiver or amendment of this
Agreement or of any of its conditions or provisions shall be binding upon Licensor unless
in writing and signed by Licensor.

(c) Licensor's title is paramount and always shall be paramount to the title of
Licensee, and nothing contained in this Agreement shall empower Licensee to do any act
which can, shall or may encumber the title of Licensor.

(d) Time is of the essence of this Agreement and of each and all provisions
thereof.

(e) The invalidity of any provision of this Agreement shall not impair or affect
in any manner the validity, enforceability or effect of the rest of this Agreement.

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(f) All understandings and agreements, oral or written, heretofore made
between the parties hereto are merged in this Agreement, and fully and completely express
the agreement between Licensor (and its beneficiaries, if any, and their agents) and
Licensee.

22. Exculpatory Provisions. The term "Licensor" as used in this Agreement means
only the owner or owners at the time being of the Property so that in the event of any assignment,
conveyance or sale, once or successively, of said Property, or any assignment of this Agreement by
Licensor, said Licensor making such sale, conveyance or assignment shall be and hereby is entirely
freed and relieved of all covenants and obligations of Licensor hereunder accruing after such sale,
conveyance or assignment, and Licensee agrees to look solely to such purchaser, grantee or
assignee with respect thereto. This Agreement shall not be affected by any such assignment,
conveyance or sale, and Licensee agrees to attorn to the purchaser, grantee or assignee.

Notwithstanding anything contained herein to the contrary, it is expressly understood and


agreed by and between the parties hereto that in the case of default hereunder by Licensor,
Licensee shall look solely to the interest of Licensor in the Premises and the Property for
satisfaction of any obligation of Licensor to Licensee.

IN WITNESS WHEREOF, this Agreement has been executed on the day and year first
above written.

LICENSOR: LICENSEE:

Theory and Practice Gallery


Daniel Lamore
By: ______________________________,
Name:Max Johanson an individual
Title:Event Coordinator

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