LICENCE AGREEMENT
DATED:
________
1. THE PARTIES
1.1. The Licensor:
________ (A COMPANY)
of the address:
________
1.2. The Licensee:
________ (A COMPANY)
of the address:
________
2. TERMS AND DEFINITIONS
2.1. The Licence
The Licence means the whole of the contents of this licence including all of its schedules.
2.2. The Parties
The Licensor and the Licensee shall be referred to collectively as the Parties.
2.3. The Building
The Building is the Building which is owned by the Licensor known as ________ which is registered with HM Land Registry with the title number ________.
2.4. The Plan
The Plan is the plan annexed to the Licence at Schedule 1.
2.5. The Licence Area
The Licence Area is the whole of the area marked on the Plan as follows: ________.
For the avoidance of doubt, any reference to the Licence Area as a whole includes the Designated Area.
2.6. The Designated Area
The Designated Area is:
2.6.1. the area within the Licence Area marked on the Plan as: ________; OR
2.6.2. any other area allocated by the Licensor in its sole discretion effective immediately upon the Licensee receiving written notice from the Licensor.
2.7. Accessways
Accessways shall mean:
________
2.8. Schedule of Condition
The Schedule of Condition shall mean the Schedule of Condition contained at Schedule 2.
2.9. Permitted Use
The Permitted Use is:
________
2.10. Designated Hours
The Designated Hours are:
2.10.1. Each week on any day of the week between the hours of ________; AND
2.10.2. any other such times that the Licensor in its sole discretion allocates effective immediately upon the Licensee receiving written notice from the Licensor.
2.11. The Commencement Date
The Commencement Date shall mean the date of ________.
2.12. The Licence Period
The Licence Period shall be the period starting ________ and ending the earliest of:
2.12.1. six months from the date of the Commencement Date; OR
2.12.2. termination of this Licence in accordance with section 3.9 below.
2.13. The Licence Fee
The Licence Fee shall mean the sum of £________ (________), plus any payable VAT, which shall be due and payable in accordance with the terms of the Licence on a monthly basis for the duration of the Licence Period.
2.14. Outgoings
Outgoings shall mean a sum equivalent to all costs and expenses which are reasonably and properly incurred or payable by the Licensor in respect of the Licensee's Permitted Use of the Designated Area and access via the Accessways including:
________
2.15. Calendar Day
Calendar Day means any day of the week, including Saturday, Sunday and Bank Holiday days.
2.16. Business Day
Business Day means the days of Monday to Friday.
2.17. Business Hours
Business Hours means the period between ________ and ________.
2.18. Notice
Any reference to notice within the Licence shall mean notice given in accordance with the requirements of section (3.13).
2.19. Interpretation of Terminology
In this Licence:
(a). any words used in the singular form include the plural (and vice versa) unless the context specifies otherwise;
(b). A person or party includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality); and
(c). Any reference to laws and any legal provisions is a reference to that law or legal provisions as amended or extended from time to time.
3. LICENCE TERMS
3.1. The Licence
3.1.1. For and in consideration of the Licence Fee and the Licensee's obligations in this Licence, the Licensor grants the Licensee for the Licence Period a licence to use the Designated Area, subject to all other terms and conditions of the Licence.
3.1.2. The Licensee may only use the Designated Area for the Permitted Use during the Permitted Hours and during the Licence Period.
3.1.3. For the Licence Period, the Licensor grants the Licensee the right access over the Accessways during the Designated Hours as is reasonably required in order to use the Designated Area for the Permitted Use.
3.1.4. The Licence is a non-exclusive licence and all rights granted under this Licence are rights in common with the rights of the Licensor and all other rights granted by the Licensor in respect of the Licence Area.
3.1.5. The Licence is personal to the Licensee and is not assignable to any other person.
3.1.6. The rights to use the Designated Area (section 3.1.1) and the right of access to the Accessways (section 3.1.3) may only be exercised by the Licensee and employees of the Licensee.
3.1.7. The Licensee agrees and acknowledges in signing this Licence that:
(a). no relationship of landlord and tenant is created under this Licence; and
(b). the Licensor retains control and possession of the Licence Area; and
(c). the Licensee has no right to exclude the Licensor from the Designated Area.
3.2. The Licence Fee
3.2.1. The Licensee agrees and undertakes to pay the Licence Fee to the Licensor, which shall be due and payable without any deduction in advance on the 1st day of each month during the Licence Period.
3.2.2. The first payment shall be paid on ________ which shall cover the period of one month from (and including) the Commencement Date and the following payments must be made in advance on the 1st of each month thereafter.
3.2.3. In addition to the Licence Fee, the Licensee must pay to the Licensor a fair and reasonable proportion of the Outgoings which shall be due and payable on the Licensor's demand.
3.2.4. It is the Licensee's obligation to pay any VAT chargeable in respect of the Licensee Fee and any VAT which may be chargeable on the Licensee's proportion of Outgoings.
3.3. Interest
3.3.1. Where the Licensee fails to pay any amount due under this Licence within 5 working days of it falling due, the Licensee must pay interest on the amount due in accordance with this section (section 3.3).
3.3.2. All interest shall accrue from the due date and shall end on the date that payment is made in full (including any interest due).
3.3.3. The rate of interest under this licence shall be 4% above the base rate of the Bank of England (as it is at the date that the payment falls due).
3.4. Obligations of the Licensee
3.4.1. During the Licence Period, the Licensee must:
(a). keep the Designated Area clean and tidy.
(b). not use the Designated Area for anything other than the Permitted Use.
(c). not create or cause obstructions or health and safety risks in Licence Area.
(d). not cause any damage to the Licence Area and any neighbouring properties.
(e). make good and pay for any damage to the Licence Area for which the Licensee is responsible.
(f). observe and comply with any applicable health and safety legislation relating to the Licence Area and those working or visiting it.
(g). observe any reasonable rules and regulations issued by the Licensor in writing in respect of the Licence Area.
(h). not do or omit to do anything which may invalidate any insurance policy held by the Licensor in respect of the Licence Area.
(i). hold and maintain a policy of insurance which shall cover any damage caused to the Licence Area.
3.4.2. Nothing in this Licence shall require the Licensee to maintain the structure and fabric of the Licence Area save in those circumstances where the repair is necessary as a result of damage caused as a result of the Licensee's breach of clause 3.4.1 (d). above.
3.5. State and Condition of the Designated Area
3.5.1. In signing this Licence, the Licensee accepts the Designated Area in its condition at the Date of Commencement as set out in the Schedule of Condition.
3.5.2. The Licensee agrees and undertakes not to make any alteration or additions to the Designated Area save in circumstances where the Licensor has provided explicit written consent.
3.5.3. The Licensee agrees and undertakes to leave the Designated Area at the end of the Licence Period in a clean, tidy condition and in the same condition as it was at the Date of Commencement, in accordance with the Schedule of Condition.
3.5.4. The Licensor gives no warranty that the Designated Area is fit for the Permitted Use.
3.6. Indemnities
3.6.1. The Licensee indemnifies and holds harmless the Licensor against all liability arising from or in connection with the Licensee's use of the Designated Area and the exercise of any rights under this Licence.
3.6.2. The Licensee indemnifies and holds harmless the Licensor against all liability arising from or in connection with the Licensee's breach of its obligations under the Licence.
3.7. Limitation of Liability
3.7.1. The Licensor is not liable for:
(a). the death of or injury to the Licensee or to any other person (as defined in section 3.1.6) exercising the rights under this Licence;
(b). the damage to any property of the Licensee or to any other person (as defined in section 3.1.6) exercising the rights under this Licence;
(c). any other losses or liability incurred by the Licensee or to any other person (as defined in section 3.1.6) exercising the rights under this Licence.
3.7.2. Nothing in this section (section 3.7) shall exclude or limit the Licensor's liability for death or personal injury caused by negligence or any other liability which cannot be excluded or restricted by law.
3.8. 822252 22 852585
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3.8.3. 552585 252 28822822 2588 22 522252 252 852585 882582 252 28822 282225522, 252 28822825 85588 522252 252 852585 8825252 25225588822 252 58252 22 5282825 2522 252 28822822 522 525 588 25222828 525 82828 82855525 82 252 28822825 82 52822 82.
3.9. Termination
3.9.1. This Licence shall terminate automatically at the conclusion of the Licence Period.
3.9.2. This Licensor may at its option terminate the Licence with immediate effect upon the Licensor serving the Licensee with written notice if the Licensee breaches any of its obligations under this Licence (without prejudice to the Licensor's rights contained in section 3.8).
3.9.3. This Licence may be terminated by either party at any time by giving not less than seven Calendar Days of notice to the other party.
3.9.4. The termination of this Licence shall not release the Licensee from its obligations to pay all fees and charges under section 3.2 and section 3.3 for the full Licence Period.
3.10. Third Parties
Unless expressly stated, nothing in this Licence shall confer any rights to any third party under the Contracts (Rights of Third Parties) Act 1999.
3.11. Governing Law
This Licence and any disputes or claims arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.
3.12. Jurisdiction
Each of the Parties irrevocably agrees that the Courts of England and Wales shall have the exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this Licence.
3.13. Notices
3.13.1. Any notice provided by either Party under this Licence must be in writing.
3.13.2. Notices may be given in the following manner:
(a). by hand to the relevant address for service.
(b). by post using Royal Mail Signed For First Class to the relevant address for service.
3.13.3. Notices shall be deemed to be received:
(a). on receipt of a signature from the recipient party at the delivery address where sent by hand.
(b). on the second Business Day after posting where sent by post.
3.13.4. The relevant addresses for service are:
(a). The Licensor
________
(b). The Licensee
________
3.13.5. Where either Party changes its address for service, they may do so by notifying the other party in accordance with the provisions of this section (3.13) and any such change shall be effective from the date of service.
4. SIGNATURES
This Licence has been signed below by the parties on ________
4.1. Licensor
SIGNED BY ________ FOR AND ON BEHALF OF ________:
___________________________
________
(________)
4.2. Licensee
SIGNED BY ________ FOR AND ON BEHALF OF ________:
___________________________
________
(________)
SCHEDULE 1
PLAN
A copy of the Plan is to be attached below.
SCHEDULE 2
SCHEDULE OF CONDITION
A copy of the schedule of condition is to be attached below.
LICENCE AGREEMENT
DATED:
________
1. THE PARTIES
1.1. The Licensor:
________ (A COMPANY)
of the address:
________
1.2. The Licensee:
________ (A COMPANY)
of the address:
________
2. TERMS AND DEFINITIONS
2.1. The Licence
The Licence means the whole of the contents of this licence including all of its schedules.
2.2. The Parties
The Licensor and the Licensee shall be referred to collectively as the Parties.
2.3. The Building
The Building is the Building which is owned by the Licensor known as ________ which is registered with HM Land Registry with the title number ________.
2.4. The Plan
The Plan is the plan annexed to the Licence at Schedule 1.
2.5. The Licence Area
The Licence Area is the whole of the area marked on the Plan as follows: ________.
For the avoidance of doubt, any reference to the Licence Area as a whole includes the Designated Area.
2.6. The Designated Area
The Designated Area is:
2.6.1. the area within the Licence Area marked on the Plan as: ________; OR
2.6.2. any other area allocated by the Licensor in its sole discretion effective immediately upon the Licensee receiving written notice from the Licensor.
2.7. Accessways
Accessways shall mean:
________
2.8. Schedule of Condition
The Schedule of Condition shall mean the Schedule of Condition contained at Schedule 2.
2.9. Permitted Use
The Permitted Use is:
________
2.10. Designated Hours
The Designated Hours are:
2.10.1. Each week on any day of the week between the hours of ________; AND
2.10.2. any other such times that the Licensor in its sole discretion allocates effective immediately upon the Licensee receiving written notice from the Licensor.
2.11. The Commencement Date
The Commencement Date shall mean the date of ________.
2.12. The Licence Period
The Licence Period shall be the period starting ________ and ending the earliest of:
2.12.1. six months from the date of the Commencement Date; OR
2.12.2. termination of this Licence in accordance with section 3.9 below.
2.13. The Licence Fee
The Licence Fee shall mean the sum of £________ (________), plus any payable VAT, which shall be due and payable in accordance with the terms of the Licence on a monthly basis for the duration of the Licence Period.
2.14. Outgoings
Outgoings shall mean a sum equivalent to all costs and expenses which are reasonably and properly incurred or payable by the Licensor in respect of the Licensee's Permitted Use of the Designated Area and access via the Accessways including:
________
2.15. Calendar Day
Calendar Day means any day of the week, including Saturday, Sunday and Bank Holiday days.
2.16. Business Day
Business Day means the days of Monday to Friday.
2.17. Business Hours
Business Hours means the period between ________ and ________.
2.18. Notice
Any reference to notice within the Licence shall mean notice given in accordance with the requirements of section (3.13).
2.19. Interpretation of Terminology
In this Licence:
(a). any words used in the singular form include the plural (and vice versa) unless the context specifies otherwise;
(b). A person or party includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality); and
(c). Any reference to laws and any legal provisions is a reference to that law or legal provisions as amended or extended from time to time.
3. LICENCE TERMS
3.1. The Licence
3.1.1. For and in consideration of the Licence Fee and the Licensee's obligations in this Licence, the Licensor grants the Licensee for the Licence Period a licence to use the Designated Area, subject to all other terms and conditions of the Licence.
3.1.2. The Licensee may only use the Designated Area for the Permitted Use during the Permitted Hours and during the Licence Period.
3.1.3. For the Licence Period, the Licensor grants the Licensee the right access over the Accessways during the Designated Hours as is reasonably required in order to use the Designated Area for the Permitted Use.
3.1.4. The Licence is a non-exclusive licence and all rights granted under this Licence are rights in common with the rights of the Licensor and all other rights granted by the Licensor in respect of the Licence Area.
3.1.5. The Licence is personal to the Licensee and is not assignable to any other person.
3.1.6. The rights to use the Designated Area (section 3.1.1) and the right of access to the Accessways (section 3.1.3) may only be exercised by the Licensee and employees of the Licensee.
3.1.7. The Licensee agrees and acknowledges in signing this Licence that:
(a). no relationship of landlord and tenant is created under this Licence; and
(b). the Licensor retains control and possession of the Licence Area; and
(c). the Licensee has no right to exclude the Licensor from the Designated Area.
3.2. The Licence Fee
3.2.1. The Licensee agrees and undertakes to pay the Licence Fee to the Licensor, which shall be due and payable without any deduction in advance on the 1st day of each month during the Licence Period.
3.2.2. The first payment shall be paid on ________ which shall cover the period of one month from (and including) the Commencement Date and the following payments must be made in advance on the 1st of each month thereafter.
3.2.3. In addition to the Licence Fee, the Licensee must pay to the Licensor a fair and reasonable proportion of the Outgoings which shall be due and payable on the Licensor's demand.
3.2.4. It is the Licensee's obligation to pay any VAT chargeable in respect of the Licensee Fee and any VAT which may be chargeable on the Licensee's proportion of Outgoings.
3.3. Interest
3.3.1. Where the Licensee fails to pay any amount due under this Licence within 5 working days of it falling due, the Licensee must pay interest on the amount due in accordance with this section (section 3.3).
3.3.2. All interest shall accrue from the due date and shall end on the date that payment is made in full (including any interest due).
3.3.3. The rate of interest under this licence shall be 4% above the base rate of the Bank of England (as it is at the date that the payment falls due).
3.4. Obligations of the Licensee
3.4.1. During the Licence Period, the Licensee must:
(a). keep the Designated Area clean and tidy.
(b). not use the Designated Area for anything other than the Permitted Use.
(c). not create or cause obstructions or health and safety risks in Licence Area.
(d). not cause any damage to the Licence Area and any neighbouring properties.
(e). make good and pay for any damage to the Licence Area for which the Licensee is responsible.
(f). observe and comply with any applicable health and safety legislation relating to the Licence Area and those working or visiting it.
(g). observe any reasonable rules and regulations issued by the Licensor in writing in respect of the Licence Area.
(h). not do or omit to do anything which may invalidate any insurance policy held by the Licensor in respect of the Licence Area.
(i). hold and maintain a policy of insurance which shall cover any damage caused to the Licence Area.
3.4.2. Nothing in this Licence shall require the Licensee to maintain the structure and fabric of the Licence Area save in those circumstances where the repair is necessary as a result of damage caused as a result of the Licensee's breach of clause 3.4.1 (d). above.
3.5. State and Condition of the Designated Area
3.5.1. In signing this Licence, the Licensee accepts the Designated Area in its condition at the Date of Commencement as set out in the Schedule of Condition.
3.5.2. The Licensee agrees and undertakes not to make any alteration or additions to the Designated Area save in circumstances where the Licensor has provided explicit written consent.
3.5.3. The Licensee agrees and undertakes to leave the Designated Area at the end of the Licence Period in a clean, tidy condition and in the same condition as it was at the Date of Commencement, in accordance with the Schedule of Condition.
3.5.4. The Licensor gives no warranty that the Designated Area is fit for the Permitted Use.
3.6. Indemnities
3.6.1. The Licensee indemnifies and holds harmless the Licensor against all liability arising from or in connection with the Licensee's use of the Designated Area and the exercise of any rights under this Licence.
3.6.2. The Licensee indemnifies and holds harmless the Licensor against all liability arising from or in connection with the Licensee's breach of its obligations under the Licence.
3.7. Limitation of Liability
3.7.1. The Licensor is not liable for:
(a). the death of or injury to the Licensee or to any other person (as defined in section 3.1.6) exercising the rights under this Licence;
(b). the damage to any property of the Licensee or to any other person (as defined in section 3.1.6) exercising the rights under this Licence;
(c). any other losses or liability incurred by the Licensee or to any other person (as defined in section 3.1.6) exercising the rights under this Licence.
3.7.2. Nothing in this section (section 3.7) shall exclude or limit the Licensor's liability for death or personal injury caused by negligence or any other liability which cannot be excluded or restricted by law.
3.8. 822252 22 852585
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3.8.2. 552 28822822 2582 522252 252 852585 882582 2 85882288 8528 22 528288822 2552 8582222 222882, 8582 225 82 252 8582 22 52 222522282 85252 252 852585 2582 82 52225825 82225852282 (58 255 58 88 5258225882 25582885882) 5222 5282822 22 2552 8582222 222882.
3.8.3. 552585 252 28822822 2588 22 522252 252 852585 882582 252 28822 282225522, 252 28822825 85588 522252 252 852585 8825252 25225588822 252 58252 22 5282825 2522 252 28822822 522 525 588 25222828 525 82828 82855525 82 252 28822825 82 52822 82.
3.9. Termination
3.9.1. This Licence shall terminate automatically at the conclusion of the Licence Period.
3.9.2. This Licensor may at its option terminate the Licence with immediate effect upon the Licensor serving the Licensee with written notice if the Licensee breaches any of its obligations under this Licence (without prejudice to the Licensor's rights contained in section 3.8).
3.9.3. This Licence may be terminated by either party at any time by giving not less than seven Calendar Days of notice to the other party.
3.9.4. The termination of this Licence shall not release the Licensee from its obligations to pay all fees and charges under section 3.2 and section 3.3 for the full Licence Period.
3.10. Third Parties
Unless expressly stated, nothing in this Licence shall confer any rights to any third party under the Contracts (Rights of Third Parties) Act 1999.
3.11. Governing Law
This Licence and any disputes or claims arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.
3.12. Jurisdiction
Each of the Parties irrevocably agrees that the Courts of England and Wales shall have the exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this Licence.
3.13. Notices
3.13.1. Any notice provided by either Party under this Licence must be in writing.
3.13.2. Notices may be given in the following manner:
(a). by hand to the relevant address for service.
(b). by post using Royal Mail Signed For First Class to the relevant address for service.
3.13.3. Notices shall be deemed to be received:
(a). on receipt of a signature from the recipient party at the delivery address where sent by hand.
(b). on the second Business Day after posting where sent by post.
3.13.4. The relevant addresses for service are:
(a). The Licensor
________
(b). The Licensee
________
3.13.5. Where either Party changes its address for service, they may do so by notifying the other party in accordance with the provisions of this section (3.13) and any such change shall be effective from the date of service.
4. SIGNATURES
This Licence has been signed below by the parties on ________
4.1. Licensor
SIGNED BY ________ FOR AND ON BEHALF OF ________:
___________________________
________
(________)
4.2. Licensee
SIGNED BY ________ FOR AND ON BEHALF OF ________:
___________________________
________
(________)
SCHEDULE 1
PLAN
A copy of the Plan is to be attached below.
SCHEDULE 2
SCHEDULE OF CONDITION
A copy of the schedule of condition is to be attached below.
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