|
and repairs. It You do not fulfill Your obligations to repair and maintain the Event Location. We have the right to do this for You, without responsibility for any
<br />damage caused by Our work. We also have the right to make any emergency repairs. You shall immediately reimburse Us for any cost We Incur In
<br />perforrning any maintenance or repair work, plus a 20% administrative fee. You may not make any alterations, additions or improvements to the Event
<br />Location without Our prior written consent.
<br />3. Event Set-uo and Ooeratiort. You must coordinate the set up and take down with the Agent Contact set forth on the first page of this Agreement, and in
<br />accordance with the schedule set forth in Exhibit A. At our request, You will provide an on -site coordinator for sel-up and tear -down of the activities governed
<br />by this Agreement. The scheduling of all set up and take down is subject to Our absolute discretion. You shall submit in advance all plans related to the
<br />location of equipment, set-up and take -down. time and dates of display. You have the sole responsibility for conducting the Event, which may include the
<br />erection and installation of any Event Elements authorized by Us, unless erection and installation are Included in the Services specified in Exhibit A. You shall
<br />install the Event Elements and promptly repair al Your sole cost and expense any damage to the Shopping Center that is caused by You. any of Your
<br />contractors or other service providers, exhibitors and/or participants in the Event (each a "Contractor" and collectively the 'Contractors"), or their respective
<br />employees, agents, affiliates or subcontractors in connection with the set-up of the Event. You are required to follow Our operating rules, as set forth in Exhibit
<br />A.
<br />4. No Exclusives, This Agreement does not give You any exclusive right to sell or promote any particular product or service. Other occupants of the
<br />Shopping Center may sell or promote the same products or services that You do.
<br />5. Contractors. You are responsible to procure any and all Contractors necessary for the Event. You must provide us with a list of all proposed Contractors
<br />at least five (5) business days prior to commencement of the Event. The list shall specify the names, addresses and services to be provided by each
<br />Contractor. Only Contractors that We approve in writing will be permitted to enter the Event Location. We will nol approve of, or permit, any such Contractor to
<br />enter the Event Location, until We have received from such Contractor (i) a certificate of insurance evdencing coverage required by this Agreement, fisting
<br />Licensor and Agent as an additional insured, and (ii) an original of Exhibit C hereto. signed by an authorized representative of each Contractor. without any
<br />modification. Any exception or modification to the foregoing requirements shall be at Our sole and absolute discretion. Subject to Our approval of the Event
<br />and the Event Elements, We will provide to You and each authorized Contractor access to the Event Location during the Event Period in accordance with this
<br />Agreement. You and each authorized Convector shall be allowed access to, and use of, the loading dock and parking lot at reasonable times, as determined
<br />by Us, and as needed to perform Your obligations under This Agreement.
<br />6. Termination. Upon termination of this Agreement for any reason, You must voluntarily vacate the Event Location on the applicable termination date,
<br />leaving it in a broom -clean condition. After such termination, no further obligations shall accrue under this Agreement. provided that each party will remain
<br />liable for obligations arising prior to the date of termination and for ail obligations and duties thereafter as specifically provided herein. This Agreement will
<br />terminate automatically if the Event Location is damaged due to fire or any other event of casualty or condemnation. You will have no recourse against Us or
<br />Our affiliates as a result of any such casualty or condemnation. Upon termination of this Agreement for any reason, You must vacate the Center, and Your
<br />occupancy or activity thereafter at the Shopping Center is a trespass. If You do not surrender possession of the Event Location upon termination of this
<br />Agreement, We may immediately remove all Your property from the Event Location and store any such properly at Your expense for up to 30 days. If Your
<br />property is not removed by You within this 30-day period, it is conclusively presumed to be abandoned. We may dispose of such property in any way We may
<br />deem appropriate, without obligation or liablfity to You or parties claiming by or through You. If You hold over after termination of this Agreement, effective as
<br />of the day following termination, all charges due from You hereunder will continue to accrue and will be increased by 50%. If We commence an action to
<br />remove You as a result of Your failure to surrender possession, You shall pay all costs and expenses incurred by Us as a result of such action, including
<br />attorneys' fees and court costs. YOU HEREBY WAIVE THE RIGHT TO A TRIAL BEFORE A JURY AND THE RIGHT TO ASSERT ANY NON -
<br />COMPULSORY COUNTERCLAIMS IN ANY ACTION FOR EVICTION OR FOR PAYMENT OF SUMS DUE UNDER THIS AGREEMENT.
<br />7. Intellectual Properly Rights. Each party owns and shall retain all right, title and interest in and to lie trademarks and service marks (collectively "Marks').
<br />Neither party shall, in any way during the Event Period or thereafter, directly or indirectly do or cause to be done any act or thing contesting or in any way
<br />challenging any part of the other party's right. title and interest in such party's Marks. You shall not, while this Agreement is in effect or thereafter, use or permit
<br />the use of Our name or the name of any affiliate of Ours, or the name, address or any picture or likeness of, or reference lo, the Shopping Center in any
<br />advertising, promotional, or other materials without Our prior written consent. You agree that We may make still, digital. video andlor photographic images
<br />or recordings of the Shopping Center which may include the Event Elements, Your Marks and/or other materials displayed at the Shopping Center during the
<br />Event Period. You agree that We shall have the right to use such images or recordings for purposes of promoting the Shopping Center and marketing
<br />activities at the Shopping Center. You represent and warrant that the production, operation, broadcasting, advertising and promotion of the Event and the use
<br />of the Event Elements as provided in this Agreement will not violate the trademark rights, copyrights, the right of privacy or publicity or constitute a libel or
<br />slander, or involve plagiarism or violate any other rights of any person or entity.
<br />8. Insurance You must maintain, and require Your Contactors to maintain, as applicable, the insurance set forth in Exhibit B.
<br />9. Indemnity. Except for Our gross negligence or willful misconduct, from and after the Effective Date, You shall indemnify, hold harmless and, at
<br />Our option, defend Us, Agent, and Our mortgagee, If any, and their respective principals, partners, members, shareholders, officers, agents,
<br />servants, employees, managers, and contractors, and any fee owner or underlying lessor of the Shopping Center from and against all claims,
<br />actions, damages, liability and expense, including without limitation reasonable attorneys' fees and expenses incurred by Us in connection with any
<br />loss of life, personal injury or damage to property or business arising out of or in any way connected with the Event Location or Your operations,
<br />the condition, use, maintenance, repair or occupancy of the Event Location, or in any way arising out of Your activities or the activities of Your
<br />Contractors or sublessees or their respective agents, employees, servants, invitees or contractors.
<br />10. Waiver and Release. Unless and then solely to the extent that such damage is caused by Our gross negligence or willful misconduct, or that of
<br />Our management agent or either of our respective agents, servants, employees or contractors, neither We, nor Our management agent nor either of
<br />our respective agents, servants, employees or contractors shall be liable for, and You hereby waive and release all claims for loss of life, personal
<br />injury or damage to property or business sustained by You or any person claiming through You resulting from any accident, casualty or occurrence
<br />in or upon any part of the Shopping Center, Including without limitation claims or damage resulting from; any equipment or appurtenances
<br />becoming out of repair; Our failure to keep any part of the Shopping Center in repair; injury done or caused by wind, water or other natural
<br />element; any defect in ar failure of plumbing, heating or air conditioning equipment, electric wiring or Installation thereof, gas, water, steam pipes,
<br />stairs, porches, railings or walks; broken glass; the backing up of any sewer or downspout; the bursting, leaking, or running of any tank, tub,
<br />washstand, water closet, waste pipe, drain or any other pipe or tank in or about the Event Location; the escape of steam or hot water; water, snow
<br />or Ica being upon or coming through the roof or any other place on or near the Event Location; the falling of any fixture, plaster, ceiling tile or
<br />stucco; damage to or loss by theft or otherwise of Your property of that of others; delay or cessation In the start or conduct of Your business; and
<br />acts or omissions of persons in the Event Location or other tenants or occupants of the Shopping Center. In addition, You hereby waive any and all
<br />right of recovery, claim, action or cause of action against Us, Our agents, servants, employees, invitees and contractors, for any loss or damage
<br />that may occur to the Event Location and any contents therein by reason of fire, the elements or any other cause which is Insured or required to be
<br />Insured pursuant to this Agreement, regardless of cause of origin.
<br />11. Assignment You may not sell, assign, mortgage, pledge, sublicense, concession. or in any manner transfer, this Agreement or any interest herein, nor
<br />sublicense or license at or any part of he Event Location, by operation of law or otherwise. Any unauthorized assignment shall be null and void.
<br />12, Oefaut(. If You fail to perform any of the obligations herein, do not timely pay any sums required hereunder, or in the event We should have a dispute with
<br />You, We may immediately revoke, cancel and terminate This Agreement and remove Your property from the Event Location, all at Your cost and expense,
<br />including, without limitation, attorneys' fees incurred in enforcing Our rights hereunder. You shall reimburse Us for any such costs. The remedies specifically
<br />provided for in this Agreement are cumulative and are In addition to any other remedies available to Us under applicable law.
<br />13. Waiver. Failure by either party to require the other to perform any terms of this Agreement will not prevent the party from Later enforcing that term. No
<br />term of this Agreement wtl be deemed waived unless waived in writing by the waiving party. If We accept a payment of any money due from You under this
<br />Agreement, We are not waiving any prior breach by You of any term of this Agreement, other than Your failure to make the particular payment that We
<br />accepted. This is True whether or not We knew that You had breached this Agreement at the Ume We accepted payment from You.
<br />14, Ivliecellaneous. This Agreement becomes valid and effective only when signed and delivered by both parties. This Agreement supersedes all prior
<br />Discussions, licenses and other agreements of the parties, oral or written, relating to the transaction represented hereby. This Agreement may be modified
<br />only by a written instrument executed by both parties. This Agreement shall be governed and construed In accordance with the laws of the state or
<br />commonwealth where the Shopping Center is located. We have no personal liability with respect to this Agreement. If We breach this Agreement, You can
<br />kook only to Our equity in the Shopping Center to satisfy any claim against Us. We may be a party to one or more agreements with a mortgagee, beneficiary of
<br />Ours, department store, mall occupant, or other party. This Agreement is subject and subordinate to all the provisions in those agreements, as they may be
<br />amended from lime to time. You agree to keep the terms of this Agreement confidential, and shall not disclose them to a third party. If any provision of this
<br />Page 2 of 6 Licensor
<br />COE Licensee
<br />
|