TRIBECA SYNAGOGUE TERMS AND CONDITIONS OF PREMISES LICENSE  

Below are the Terms and Conditions of each and every LICENSE (“License”), made by Civic Center Synagogue d/b/a TriBeCa Synagogue (“Licensor”), located at 49 White Street, New York, New York (“Premises”).  

1. Licensor is the owner of a Premises that has, inter alia, three classrooms (“Classrooms”) and storage space (“Subbasement Storage”) located in the subbasement level, a social hall (“Social Hall”), kitchen (“Kitchen”), various storage space (“Basement Storage”) and lavatories (“Lavatories”) located in the basement level, an office (“Office”) and foyer located on the ground floor level, a sanctuary (“Sanctuary”) located on the second floor; and a gated outdoor plaza (“Plaza”) in front of the Premises;

2. Licensee desires to license designated areas (“Designated Areas”) of the Premises to Licensee during designated dates (“Term”) and times (“Hours of Operation”) for the Licensed Purpose and to provide payment for such same according to an agreed upon rate (“Rate”) and provide protection from damages both to the Premises, its underlying real property and fixtures and Licensor’s other property therein, and provide indemnifications to Licensor including but not limited to its officers and directors. 

3. Licensor shall not be bound to the License unless Licensee completes and signs the Tribeca Synagogue Short Form License Agreement and remits Deposit.  

4. Licensor shall not be bound to the License unless Licensor completes and signs the Tribeca Synagogue Short Form License Agreement. 

5. Only the President, Treasurer or Executive Vice President of Tribeca Synagogue has authority to sign the Tribeca Synagogue Short Form License Agreement on behalf of Licensor. Be advised that no other employee or board member of Licensor has authority to execute the License on behalf of the Licensor.  

6. License. Licensor grants and Licensee accepts a revocable license to use and occupy the Designated Areas of the Premises during the Term, as defined hereinafter, unless sooner terminated. This License does not and shall not be deemed to constitute a lease or a conveyance of any part or the whole of the Premises, or to confer upon Licensee any right title, estate or interest in the Premises. This License solely grants to Licensee a personal privilege to use and occupy the licensed Premises, on the covenants, terms and conditions set forth herein. 

7. Licensed Purpose. This License is exclusively for the Licensed Purpose, as stated in Tribeca Synagogue Short Form License Agreement, pursuant to the terms and conditions herein, and for no other purpose. 

8. License Fee. As consideration for the licensing of the Designated Areas of the Premises by Licensor to Licensee, Licensee shall pay to Licensor a fee as stated in Tribeca Synagogue Short Form License Agreement. In the event that Licensee does not pay the License Fee, in full, no less than twenty four (24) hours prior to the commencement of the Term (defined below) then Licensee forfeits all rights hereunder.   In the event of Licensee’s failure to timely pay the full License Fee, Licensor’s sole remedy shall be to cancel this License and retain the Deposit as liquidated damages.  In view of the difficulty in ascertaining an exact amount of damages sustained as result of Licensee’s breach, retention of the Deposit is a reasonable amount of compensation for Licensor’s damages under the circumstances and is not a penalty.  Licensee shall provide Licensor with a credit card number that will NOT be used without Licensee’s consent to ensure payment for any expenses related to the event.  All checks must be made payable to: TRIBECA SYNGAGOUE. Deposit and balance may be paid by credit card or check. If Licensee cancels the contract one month or less prior to the day of the event, Licensee will be responsible for payment of FULL BALANCE to Licensor.  

9. Term / Hours of Operation. The Term and Hours of Operation are as stated in the Tribeca Synagogue Short Form License Agreement.

1. Designated Areas. Licensee warrants, represents and agrees that it shall not use, and shall proactively restrict access by any persons or entities under its supervision, care and/or control to any and all other areas of the Premises that are not Designated Areas. The License is exclusively for the Designated Areas of the Premises stated in the Tribeca Synagogue Short Form License Agreement, together with necessary ingress and egress in and at the Premises during the Term and Hours of Operation to effect the Licensed Purpose:

2. Policies, Maintenance and Restrictions. 

   1. Premises Accreditation. Licensee will designate the Premises in invitations and promotional materials as: “TriBeCa Synagogue, 49 White Street, New York, New York 10013.”

   2. Service Providers. “Service Providers” is every third party vendor Licensor invites onto the Premises for the Licensed Purpose, including event planners, caterers, musicians, interior designers, decorators, staffing companies, florists, transportation companies, security, rental companies, valet parking services, etc. and their employees. Licensee must instruct all Service Providers who will participate at the Event to contact Licensor at its e-mail: info@tribecasynagogue.org or telephone: (212) 966-7141. Licensee must also provide company name and contact information of all Service Providers at their Event at time of contract with such vendors. Failure to provide such information may result in the barring of any of such Service Providers from the Premises. Licensee and its Service Providers are responsible for all rental equipment set-up, turn-around and breakdown. Licensee and its Service Providers shall provide Licensor with a diagram or floor plan of the event set-up layout including all rental equipment they will bring to the Premises.  Licensor is not responsible for any outside rentals brought into the space and shall not pay for any outside rentals or equipment ordered by Licensee.

   3. Deliveries. Licensor, Licensee and its Service Providers will coordinate deliveries and pick-ups no less than two (2) weeks before the Licensed Purpose. Licensee and its Service Providers will assemble any furniture or props or dishes brought into the venue and place it in an area that Licensor will designate. Licensee and its Service Providers will exercise precaution when bringing ice into the Premises so that the ice does not melt on the floor or cause leaks. The side walk must be kept open and clean all times.

   4. Load-In. All Service Providers must contact the TriBeCa Synagogue to schedule all deliveries and pick-ups. Unless otherwise agreed to in writing (email to suffice) Deliveries are accepted after 10AM.    

   5. Load-Out. Licensee and its Service Providers will load-out on no more than 1.5 hours after the License Expatriation Date.  If Licensee’s vendors are still loading out after 1.5 hours this constitutes an overtime charge $500 per hour. The commencement of each hour after the License Expiration shall be considered a full hour.  

   6. Delivery Obligations. Licensor’s staff shall not sign-in, carry of move any of the Licensee’s or Licensee’s Service Providers deliveries. No equipment, food, or other property not belonging to Licensor may be delivered to the Premises prior to the Term without written consent from Licensor.  Any property not belonging to Licensor left behind without written consent will incur a $1,500 charge for each additional twenty-four hour period.

   7. Storage. Licensee’s and its Service Providers are not allowed to use any storage or open space on the Premises without the written consent of Licensor. 

   8. Behavior. Service Providers that behave in an unprofessional manner during load-in or load-out will be asked to leave the Premises, and load-out may be terminated by Licensor.

   9. Decorations. All Service Providers installing at the Premises are requested to provide Licensor with a detailed layout of all furniture, props, banners, or any other elements brought into the venue, to be installed at the venue.  If no graphic material can be provided, ie a floor plan, a detailed, itemized list of all elements to be installed and a brief description of installation procedures must be provided to Licensor.  Service Providers may not attach nails, screws, or staples to the Premises. The Premises Plaza cannot be decorated in any way that impairs emergency ingress and egress at all times.  Nothing can be affixed to the façade and the exterior of the Premises, except for a movable poster or announcement on the Plaza gate.  Licensee will provide a detailed account of interior and exterior designs no less than two (2) weeks before the Licensed Purpose.  Licensee will advise Licensor of any electrical requirements needed for the Licensed Purpose, which will be billed separately.   

   10. Cleaning and Garbage Disposal. Licensee and its Service Providers are responsible for leaving the Designated Areas broom clean and dry.  All disposable equipment or refuse of any kind not contained in a double trash bag, including flowers, branches, food, beverages, etc. shall not be left on the Premises or adjoining premises or in the vicinity and must be removed from the premises by Licensee and its Service Providers. 

   11. Fee. Detailed cleaning service is included in the Licensee’s rental fee provided all contracted Service Providers by Licensee have honored all rules and regulations of this agreement.  An additional cleaning charge will be made, in the absolute discretion of Licensor to the Licensee for the Licensed Purpose, to cover for any cleaning above and beyond that reasonably to be expected following the Licensed Purpose.

   12. Garbage Removal by Licensor’s Staff. Limited garbage removal will be performed by Licensor’s staff.  All excess garbage over     bags per Service Provider will be removed by such Service Provider before            AM to the designated dumpster area.  All Service Providers must double bag all garbage. Garbage must not be overfilled, ripped, or leaking.  Garbage bags must all be tied place in designated area at the end of the Licensed Purpose.  A maximum of          garbage bags per vendor are allowed to be left behind.  Beverages, glasses and/or bottles must be place in garbage bags and not left behind.

   13. Licensor’s Staff. The TriBeCa Synagogue will have at least       staff members, who work exclusively for the Licensor, from          AM until         PM on the day of the Licensed Purpose, to place equipment rentals on the respective floors as requested by Licensee and its Service Providers, that is rented through the Licensor by the Licensees and its Service Providers. If any Service Provider needs help with equipment, or any other assistance before        AM and after           PM on any given day, there will be a charge of $       per hour, per worker.  Such fee shall be paid to Licensor in advance when Licensee’s balance is due. 

   14. Fire and Smoking. The Premises has a no smoking policy.  No open flames can be used in the Premises except as used for food preparation by a caterer.  No propane gas is permitted on the Premises.  No pyrotechnic performances are allowed.  No sparklers.  No fog/smoke/haze machines.  Any act that triggers the Premises’ fire alarm system shall be breach of this License.  

   15. Noise. Licensee will abide by the New York Noise Control Law limiting ambient sound outside the Premises to less than 42 decibels. Security will ensure that guests leaving the building will be reminded to remain quiet until leaving the vicinity. Licensee’s guests will not be permitted to stand or take alcoholic drinks outside of the Premises. Licensee will adhere to Licensor’s instructions to lower the music level, if any.  Licensee and its Service Providers must provide their sound system.  Arrangements can be made prior to the Licensed Purpose to test sound levels.  

3. Inspection, Insurance and Indemnification

   1. Licensee represents that it has made a thorough inspection of the Designated Areas of the Premises and agrees to take same in its then broom clean, “as-is” physical condition at the commencement of the License Term, and further agrees that Licensor shall have no obligation to alter, improve, decorate or otherwise prepare same for Licensee’s use and occupancy.  

   2. Licensee is solely responsible for equipment, goods, and property it brings onto the Premises.  Licensor is not responsible for lost or stolen property.

1. Licensee shall, throughout the License Term, at its own cost and expense, but for the mutual benefit of Licensor, its agents and their offices and directors and Licensee maintain insurance, including but not limited to coverage for liability, personal injury, bodily injury, and property in the following amounts: (i) One Million ($1,000,000) Dollars per occurrence, Two Million ($2,000,000) Dollars aggregate, Two Million ($2,000,000) Dollars. 

   1. Licensor shall have the right to inspect, at any time Licensee’s valid and current certificate of insurance upon reasonable demand. In the event that Licensee does not have insurance or does not provide a valid and current certificate of insurance upon reasonable demand, Licensor may void this License, at its sole discretion, with no further notice to Licensee. 

2. Indemnification and Hold Harmless. 

   1. Licensee shall indemnify, hold and save harmless Licensor and its agents, officers and directors against and from (i) any and all claims (a) arising from (1) any conduct or operations from or at the Licensed Premises or of the Licensed Purpose, or (2) any work or thing whatsoever done, or any condition created in or about the licensed Premises during the Term hereof or during the period of time, if any, prior to the License Start or after the License Expiration or that Licensee may have been given access to at the licensed Premises or remain in possession of, as the case may be, or (b) arising from any accident resulting in injury to any person or property in or about the Premises or (c) arising from, in whole or in part, from any default under this License or any act, omission, or negligence of Licensee (alleged or otherwise) or any of its employees, agents, visitors or invitees or contactors or subcontractors, and (ii) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. 

   2. In no event shall the total liability of Licensor pursuant to his License or to Licensee’s Invitees for all damages, losses, and causes of action, whether in contract, tort (including, without limitation, negligence), or otherwise arising out of any claim, exceed the amount due by Licensee under this License. Any dispute, claim, or controversy at law or equity (each, a “Dispute”) brought by Licensee that arises out of or is related to any Dispute against Licensor must be filed within one (1) year after such Dispute arises, regardless of any statutes or law to the contrary. In the event any such claim is not filed within such one (1) year period, such claim shall be time-barred. 

   3. In case any action or proceeding shall be bought against Licensor by reason of any such claim, Licensee, upon notice from Licensor, shall through its insurance company resist and defend such action or proceeding (including, without limitation, the institution of any appeals) at Licensee's expense by counsel approved by Licensor, without any disclaimer of liability in connection with such claim. Nothing contained herein shall restrict or limit the right of Licensor to be defended by Licensor's insurance carrier. 

   4. COVID-19. Licensee is aware and acknowledges that commuting to and from the Premises participating in Licensed Purpose can accompany risk of injury to any person or entity that Licensee allows on the Premises including but not limited to itself, its employees, contractors, vendors, guests, invitees and clients (collectively “Licensee’s Invitees”).  For example, today, people run the risk of contracting the Coronavirus disease 2019 (“COVID-19”).  COVID-19 is an infectious disease, the common symptoms of which include fever, cough, fatigue, shortness of breath, and loss of smell and taste. The Centers for Disease Control (“CDC”) have determined that COVID-19 can cause mild to severe symptoms, placing some people’s lives at risk.  Licensee is familiar with the CDC’s information on the spread of COVID-19 and how to protect Licensee’s Invitees, found at https://www.cdc.gov/coronavirus/2019-ncov/prevent-getting-sick/prevention.html.  Licensee recognizes that information regarding COVID-19 changes frequently, and regularly familiarizes itself with the most recent updates, particularly those on the CDC’s website. 

   5. Licensee willingly and voluntarily chooses to travel, and encourage or require Licensee’s Invitees travel to and from the Premises and to use the Premises. To the fullest extent permitted by law, Licensee acknowledges and indemnifies and holds Licensor harmless for the risk of illness, injury or death that may occur if Licensee’s Invitees were to:  (i) contract COVID-19, (ii) suffer an injury, perhaps a serious injury or impairment, or (iii) contract an illness, perhaps a serious illness (collectively and separately the “Risks”).  If any of these things were to happen to Licensee’s Invitees, it could affect their ability to earn a living, to engage in business, to enjoy social, family or recreational activities, or to enjoy life (collectively and separately the “Possible Consequences”).  Licensee acknowledges the Risks and Possible Consequences, and fully releases, waives, discharges and promise not to sue Licensor, its respective members, shareholders, owners, officers, directors, servants, agents, employees and assigns (the “Releasees”), and to hold Licensor harmless and to indemnify Licensor from any and all liability related to the Risks and the Possible Consequences as a result of any travel to or from or use of the Premises by Licensee’s Invitees.   

   6. Licensee consents that Licensee’s Invitees may receive medical treatment, which may be advisable in the event of illness or injuries suffered during their use of the Premises.  

   7. Licensee agrees that the liability of Licensor under this License and all matters pertaining to or arising out of the use and occupancy of the Premises shall be limited to Licensor’s interest in the Premises and in no event shall Licensee make any claim against or seek to impose any personal liability upon any officer or director of Licensor. 

   8. In the event that any action of Licensee, its employees, agents or any other persons or entities brought to the Premises by Licensee, or who are under Licensee’s care and control at the premises, results in damage to the Premises, the Licensor will, in its sole discretion repair such damage and Licensee shall pay for such repair. Licensee agrees to pay Licensor within fifteen (15) days of presentment of a bill or invoice for same. In no event shall such repair exceed the fair market value said repair. 

   9. Licensee shall provide Licensor with certificates of insurance for general liability from all hired Service Providers including event planners, interior designers & decorators, florists, caterers, musicians, staffing companies, transportation companies, security, rental companies, valet parking services, etc. and their employees naming the TriBeCa Synagogue as an additional insured.  The caterer must also provide liquor host insurance in additional to general liability insurance naming the TriBeCa Synagogue as an additional insured. No agreement with any Service Providers shall be reached until such Provider submits all required insurance documents and have been examined and found satisfactory the venue representative at the TriBeCa Synagogue.

   10. The provisions of this section are without prejudice to any and all right and remedies the Licensor may have to make a claim under applicable law for any damages other than those provided for herein. The Licensee further agrees to notify Licensor as soon as possible if any damage and/or losses result from any incident of usage by calling the office of Licensor at (212) 966-7141 and writing to Licensor pursuant to the Notice provision of this License.

3. Termination

   1. Notwithstanding any other provision herein, Licensor may terminate this License at any time following the delivery of written notice to Licensee of default under this License and Licensee fails to cure such default within five (5) days following the delivery of such notice. In the event such termination, this License shall be deemed terminated as of the date of delivery of notice of termination (“Default Termination Date”) and Licensee shall vacate and surrender the Designated Areas of the Premises on or before such date. Notwithstanding, such surrender of the Designated Areas of the Premises, Licensee shall pay to Licensor within ten (10) days following Licensor's demand, the full amount of the License Fees due for the period from the Default Termination Date through the expiration date of the Term. 

   2. In case of any default or material breach by Licensee, including for non-payment, and termination of this License, Licensor may, without notice, re-enter the Licensed Premises either by force or otherwise, and dispossess Licensee by summary proceedings or otherwise, and the legal representative of Licensee or other occupant of the licensed Premises, and remove their effects and hold the licensed Premises as if this License had not been made, and Licensee hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. 

   3. If the Designated Areas of the Premises are not surrendered upon the termination of this License, Licensee also hereby indemnifies Licensor against liability resulting from delay by Licensee in so surrendering the licensed Premises, including any lost opportunities, lost sales, or lost income founded upon such delay. In the event Licensee remains in possession of the licensed Premises after the termination of this License, in addition to any other right or remedy, Licensee shall pay to Licensor a sum equal to two (2) times the License Fee, and all additional fees incurred by Licensor to effect Licensee’s removal. Licensee’s obligations under this Paragraph shall survive the termination of the License.

4. Notice. All Notices hereunder shall be to Licensor at the address of the Premises, the telephone number (212) 966 -7141 and the email address info@tribecasynagogue.org.  

5. Force Majeure. A party will be not be considered in breach of or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this License by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event”). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable: (i) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and (ii) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement. It is solely Licensee’s responsibility to purchase Event Cancellation or Business Interruption Insurance in order to protect from any possible cancellations.

6. Miscellaneous:

   1. Except at such times and under such circumstances otherwise provided for herein, Licensor warrants and represents that it shall maintain the Premises in good working condition and shall provide access to the Premises to Licensee during the Term, provide regular maintenance services for the Premises, and unless otherwise provided for herein, shall unlock and open and close and lock-up the Premises. Licensee  shall not make any changes, alterations or improvements in or to the Premises without Licensor’s prior written consent

   2. Licensee shall abide by any and all applicable City, State and Federal regulations, code and law concerning any and all of its activities at the Premises, or otherwise, pursuant to, arising out of, or affecting this License, including but limited to any applicable New York City Department of Health regulations for adult to child supervision, Covid-19 or other infection disease, and New York City Noise Code. Licensee shall not permit any hazardous, toxic, noxious, explosive, flammable, or related material or materials containing asbestos into the Premises. Licensee shall give prompt notice to Licensor of any notice it receives if the violation of any law, rule, code or requirement of public authority, and at Licensee’s expense immediately shall comply with same. 

   3. Notwithstanding any provision to the contrary in this License, Licensor or its agents shall have the right (but not the obligation) to enter the Premises and any of the Designated Areas,  in an emergency at any time, and, at other reasonable times, upon reasonable notice to Licensee, to examine the same and to make such repairs, replacements and improvements to the Designated Areas or any portion of the premises as Licensor shall deem necessary or desirable, and Licensor may do such work (including, without limitation, installing new pipes, ducts and conduits therein), and store necessary materials therein, and reasonably show the Premises to prospective licensees, lessees, purchasers or mortgagees, all without any liability to Licensee whatsoever as a result thereof. Licensor shall have the right at any time, without incurring any liability to Licensee, to change the arrangements and/or location of public entrances, passageways, doors, doorways, corridors, stalls, toilets or other public parts of the Premises, and to change the name, number or designation by which the Premises, or Licensor, may be known.

   4. Licensor shall not in any way be liable or responsible to Licensee for any loss, damage or expense which Licensee may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for Licensee’s requirements. In no event shall Licensee use or install any fixtures, equipment or machines the use of which in conjunction with other fixtures, equipment and machines in the Licensed Premises would result in an overload of the electrical circuits servicing the licensed Premises. 

   5. Where Licensee is required to pay to Licensor a sum of money and payment is not made within five (5) days after the same shall become due, interest shall be payable on such sum or so much thereof as shall be unpaid from the date it becomes due until it is paid at an annual rate of sixteen (16%) percent per annum, but in no event more than the highest rate of interest which at such time shall be permitted under the laws of the State of New York.

   6. Under no circumstances shall Licensor be liable for loss or injury to Licensee's business or property however occurring, through or in connection with or incidental to the services and obligations herein, or the making or failure to make repairs to the Premises. 

   7. All equipment, supplies, or other property of whatsoever nature places at the Premises by the Licensee will be removed by the Licensee upon expiration and/or termination of this License.  Unless otherwise agreed to in writing, any and all items or things not removed at the expiration or termination of this License shall thereafter be the property of Licensor, and Licensor may keep, sell or otherwise dispose of same in its sole discretion.  

   8. Licensee acknowledges that, unless otherwise expressly agreed to in this License Licensor may continue to use the Premises during the Term and may rent or license non-Designated Areas to third parties during the Term. Licensee warrants represents that it will not interfere with such other, licenses or rentals, including but not limited to those that are simultaneous and contemporaneous , shall share non-exclusive access to bathrooms and other  areas that are not the Designated Areas and shall be flexible regarding use of the Premises during Licensor’s same. 

   9. Neither Licensee nor its agents, representatives or vendors, students or any other persons or entities under its care shall bring non-kosher food into the Premises.

   10. Licensor and Licensee agree not to disparage the other during or after the Term.

   11. Licensor and Licensee each agree that neither will, at any time, disclose, reveal, tell, communicate or disseminate to any other person or entity, or use or exploit this License and all documents related hereto and any information or knowledge regarding the business, services, financial condition, data, processes, technology, software, products, intellectual property, trade secrets, secrets, non-public information, confidential business information, formula, pattern, device, marketing plans or programs, names or lists of members, names or lists of donors, names or lists of resources obtained, used, exploited or known to Licensor or Licensee during the execution or Term of this License Licensor or Licensee’s (the “Confidential Information”) without written consent of the other party.  The provisions of this paragraph will not apply to any information which: (a) is at the time of its disclosure  generally available to the public; (b) is, prior to its initial disclosure, in the possession of the receiving party; (c) is independently developed by a party without use of or reference to any of the Confidential Information; (d) is acquired by the receiving party from any third party lawfully entitled to disclose it; (e) is required to be disclosed by applicable law, statute, rule, regulation, court order, discovery request, subpoena, or similar demand, or applicable regulatory authorities or legal process, but in such event only to the extent required to be disclosed and after due and sufficient advance written notice is given to the other party, unless such notice is not practicable or is prohibited by law or (f) is required to be disclosed to either party’s lawyers, engineers, contractors and consultants providing services related to the Licensed Purpose or the License, so long as such lawyers, engineers, contractors and consultants agree not to further disclose such Confidential Information.

   12. Licensee hereby acknowledges that Licensor shall have no liability to Licensee whatsoever for any theft, vandalism or other damage which may occur to those items stored by Licensee in the Premises. Licensee releases and discharges Licensor its officers, directors, employees and agents, from any liability or obligation whatsoever with respect to theft, vandalism or other damage in or about the licensed Premises for or for any reason whatsoever.

   13. This License shall be governed by and construed and interpreted in accordance and under the laws of the State of New York applicable to contracts and Licenses made wholly within New York and without regard to conflicts of law rules.  In construing this License, the rule of contra proferentem shall not apply and all parties shall be deemed and considered equal drafters of this License.

   14. In the event of any action or proceeding concerning, relating to or arising out of this License and/or enforcement thereof, Licensor and Licensee agree that any and all such actions and proceedings shall be brought solely and exclusively in the Federal or State Courts of New York located in New York County, New York.  Licensor and Licensee respectively, hereby expressly agree and consent to the personal jurisdiction and venue of such courts in such actions or proceedings and hereby expressly waive all objections to personal jurisdiction, forum non conveniens and venue in all such actions and proceedings.  

   15. In the event that Licensor seeks equitable relief against Licensee, including injunctive relief, Licensee agrees and consents that any and all requirements of a bond or security is waived and that it will not ask or request that Licensor post or furnish or give any bond or security as a condition of equitable and/or injunctive relief.  Licensee consents and agrees that any injunctive relief shall be enforceable against them throughout the Universe.

   16. Licensor and Licensee each represent to the other that they have dealt with no broker in connection with this License and shall defend and indemnify the other against any liability and expense (including reasonable attorney’s fees) for any brokerage commission of finder’s fee based on any alleged breach of the foregoing representation. Licensor and Licensee obligation under this paragraph shall survive the expiration or termination of this License. 

   17. Licensor and Licensee agree promptly after request or notice to execute, deliver and acknowledge any and all documents, writings and instruments and perform such acts and cooperate as are reasonably necessary or appropriate to carry out, perform, effectuate and fulfill the purposes and intent and terms and conditions of this License without further consideration, fees or payment of any kind or nature.  

   18. Communication with Licensor regarding scheduling or other usage of the Premises must be made with Licensee’s office. 

   19. Licensee may not transfer or assign this License to any person or entity without Licensor’s prior written consent nor permit or suffer any other person or entity to use or occupy the Designated Areas of the Premises.  Any transferee or assignee hereunder shall be bound by the terms, conditions and covenants of this License.

   20. This License shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, permitted assigns and future owners and purchasers.  Licensor agrees that in the event that Licensor assigns, sells or otherwise transfers the Premises, any documents evidencing such assignment, transfer, and/or sale shall make reference to this License and Licensor shall notify the assignee, transferee, future owner or purchaser of the existence of this License and take whatever actions are necessary to assure that such assignee, transferee, future owner or purchaser agrees to be bound by the terms herein.

   21. This License constitutes the entire License between the parties and supersedes all prior written and oral Licenses and understandings relating to the subject matter hereof.

   22. This License may not be modified, amended or discharged except by an instrument in writing signed by both parties.  No waiver or consent may be enforced unless such waiver or consent shall be in writing and signed by the party against whom enforcement thereof is sought.

   23. The invalidity of any provision of this License shall not impair nor affect in any manner the validity, enforceability or effect of the remaining parts and provisions of the License.   

   24. This License may be executed in multiple counterparts, each of which shall be an original and all of which, together, shall constitute one License.

   25. An executed scan or facsimile of this License is and shall be deemed and constitute an original for all purposes.