Business Licence to Occupy

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 Licence Area

The Licence Area is the building which is owned by the Licensor.

2.4. The Designated Area

The Designated Area is:

________

OR any other area allocated by the Licensor in its sole discretion effective immediately upon the Licensee receiving written notice from the Licensor.

2.5. Accessways

Accessways shall mean:

________

2.6. Schedule of Condition

The Schedule of Condition shall mean the Schedule of Condition contained at Schedule 1.

2.7. Permitted Use

The Permitted Use is:

________

2.8. Designated Hours

The Designated Hours are:

2.8.1. Each week on any day of the week between the hours of ________; AND

2.8.2. any other such times that the Licensor in its sole discretion allocates effective immediately upon the Licensee receiving written notice from the Licensor.

2.9. The Commencement Date

The Commencement Date shall mean the date of ________.

2.10. The Licence Period

The Licence Period shall be the period starting ________ and ending the earliest of:

2.10.1. six months from the date of the Commencement Date; OR

2.10.2. termination of this Licence in accordance with section 3.9 below.

2.11. 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.

2.12. 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:

________

2.13. Calendar Day

Calendar Day means any day of the week, including Saturday, Sunday and Bank Holiday days.

2.14. Business Day

Business Day means the days of Monday to Friday inclusive.

2.15. Business Hours

Business Hours means the period between 9 am and 5 pm.

2.16. Notice

Any reference to notice within the Licence shall mean notice given in accordance with the requirements of section (3.13).

2.17. 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 and the right of access to the Accessways may only be exercised by 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 same day of each month during the Licence Period.

3.2.2. The first payment shall be paid on the Commencement Date which shall cover the period of one month from (and including) the Commencement Date. Each subsequent Licence Fee payment must be made on the equivalent day of each month thereafter. For example:

If the Commencement Date falls on the 1st of the month, each payment must be paid on the 1st day of each month thereafter. If the Commencement Date falls on the 30th day of the month, each Licence Fee payment would be due on the 30th of every month, except for February when the instalment would be due on 28th day of February.

3.2.3. The Licence Fee is inclusive of all Outgoings in relation to the property.

3.2.4. It is the Licensee's obligation to pay any VAT chargeable in respect of the Licensee Fee.

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 the 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.

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 shall not be liable to the Licensee or any other person for:

(a). the death of or injury to the Licensee; or

(b). damage to any property arising out of the Licensee's use of the Property.

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. Remedy of Breach

3.8.1. In the event that the Licensee is in breach of any of its obligations under this Licence, the Licensor shall provide written notice to the Licensee in respect of that breach.

3.8.2. The Licensee must remedy the breach within 5 Business Days of receiving that written notice, save for in the case of an emergency where the breach must be remedied immediately (as far as is reasonably practicable) upon receipt of that written notice.

3.8.3. Should the Licensee fail to remedy the breach within the given timeframe, the Licensor shall remedy the breach without prejudicing the right to recover from the Licensee any and all expenses and costs incurred by the Licensor in doing so.

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' 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.

3.9.5. Upon termination of this Licence, the Licensee must return all keys and fobs to the Licensor.

3.10. 55855 2552828

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3.11. 228252822 258

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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. Where either Party changes its address for service, they may do so by notifying the other party under 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 _____ (day) _____________ (month) 20____ (year).

4.1. Licensor

SIGNED BY ________ FOR AND ON BEHALF OF ________:

___________________________

________

(________)

4.2. Licensee

SIGNED BY ________ FOR AND ON BEHALF OF ________:

___________________________

________

(________)

SCHEDULE 1

SCHEDULE OF CONDITION

A copy of the schedule of condition is to be attached below.