Common use of Licensee’s Obligations Clause in Contracts

Licensee’s Obligations. The Licensee shall: 4.1. only occupy the space as discussed with the Licensor, with access given in line with the Designated Hours; 4.2. pay to the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on request.

Appears in 2 contracts

Samples: Licence Agreement, Licence Agreement

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Licensee’s Obligations. 3.1 The Licensee shall pay the Licence Fee in advance on or before the 7th day of each English calendar month. 3.2 The Licensee shall observe, perform, conform and comply with and carry out at its own cost in so far as the Licensed Premises are concerned, terms and conditions thereof and provisions, requirements of such acts, rules, regulations, notifications and notices which may, from time to time, be or made applicable or may be issued and certified in respect of the Licensed Premises by Union of India, State of Maharashtra, Municipal Corporation of Greater Mumbai and/or any local or public authority (except such of the provisions and requirements thereof as may involve structural alteration in the Licensed Premises or any part thereof) and shall:, at all times indemnify and keep always indemnified the Licensor from and against all liabilities, costs, charges and expenses in respect of non-observance, non-performance and non-compliance thereof. 4.1. only occupy 3.3 The Licensee will keep the space interior of the Licensed Premises and every part thereof including doors, windows, shutters, pipes, including existing false ceiling, air conditioning ducting etc., and all additions and improvements therein and thereto in good and substantial repair and condition, (subject to reasonable wear and tear) save and except any such items as discussed have been removed with prior approval of the Licensor. 3.4 In the event, the Licensee as a corporate entity, undertakes any restructuring resulting in formation of subsidiaries of the Licensee, the Licensee may be permitted to extend the use and occupation of the Licensed Premises to such of its subsidiaries so far as the such subsidiaries are in the same line of business as the Licensee and that the permission by the Licensor to extend the use and occupation of the Licensed Premises is at the absolute discretion of the Licensor and with the Licensor’s prior express written consent which consent shall not be unreasonably withheld. Provided however, with access given in line with the Designated Hours; 4.2. pay to Licensee shall promptly notify the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to Licensed Premises by such subsidiaries. 3.5 The Licensee shall use the Licensed Premises without in any manner disturbing and/or interfering with the activities and business of the Licensor or its associates or its subsidiary companies or any other persons authorised by the Licensor in that regard. 3.6 The Licensee shall take all steps reasonably deemed necessary for protecting the Licensed Premises 3.7 The Licensee shall take utmost care in using the Licensed Premises and shall use the Licensed Premises only for the business of the Licensee either directly or via the Licensor’s Website and in particular a lawful manner and for no other purpose. 3.8 The Licensee shall keep the Licensed Premises cleanand every part thereof in clean and tidy condition. The Licensee shall maintain not keep anything in or around the cleanliness of all surfacesLicensed Premises, walls, fridges, freezers, light machinery, hobs, cookers which shall always be kept un-littered and sinks within the Premises. Failure to meet the requirements of this clause 4.5 clean. 3.9 The Licensee or its representatives shall result not in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as any manner prevent the Licensor may reasonably determine represents or any other person authorised by the cost required to rectify Licensor from using the Licensee’s breach from time to time, which fees may be drawn down from common facilities and things used in common with the Deposit Balance Licensor or any other person or occupiers authorised by the Licensor;. 4.6. 3.10 The Licensee shall not cause do any damage to act, deed, thing and matter which would constitute a breach of any statutory requirements and which would adversely affect the Premises, Equipment and/or possessions Licensed Premises or any part thereof or the rights of the Licensor and other occupiers or clients Licensor. 3.11 The Licensee shall at its own cost provide fire safety equipment on the Licensed Premises. In so far as the compliance with the provisions of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen Maharashtra Fire Prevention and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which fire safety laws is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. concerned the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for at it own cost provide all the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection fire safety equipments and take all steps necessary to ensure compliance with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence provisions of such cover on requestlaws as may be applicable in this regard. 3.12 The Licensee agrees, confirms and undertakes to bear/reimburse all costs, charges and expenses relating to stamping and registration of this Agreement and it’s duplicate in their entirety, and shall extend all cooperation to the Licensor in getting the said Agreement registered. However, each Party shall bear its own legal costs.

Appears in 2 contracts

Samples: Leave and Licence Agreement (WNS (Holdings) LTD), Leave and Licence Agreement (WNS (Holdings) LTD)

Licensee’s Obligations. 3.1 The Licensee shall pay the Licence Fee in advance on or before the 7th day of each English calendar month. 3.2 The Licensee shall observe, perform, conform and comply with and carry out at its own cost in so far as the Licensed Premises are concerned, terms and conditions thereof and provisions, requirements of such acts, rules, regulations, notifications and notices which may, from time to time, be or made applicable or may be issued and certified in respect of the Licensed Premises by Union of India, State of Maharashtra, Municipal Corporation of Greater Mumbai and/or any local or public authority (except such of the provisions and requirements thereof as may involve structural alteration in the Licensed Premises or any part thereof) and shall:, at all times indemnify and keep always indemnified the Licensor from and against all liabilities, costs, charges and expenses in respect of non-observance, non-performance and non-compliance thereof. 4.1. only occupy 3.3 The Licensee will keep the space interior of the Licensed Premises and every part thereof including doors, windows, shutters, pipes, including existing false ceiling, air conditioning ducting etc., and all additions and improvements therein and thereto in good and substantial repair and condition, (subject to reasonable wear and tear) save and except any such items as discussed have been removed with prior approval of the Licensor. 3.4 In the event, the Licensee as a corporate entity, undertakes any restructuring resulting in formation of subsidiaries of the Licensee, the Licensee may be permitted to extend the use and occupation of the Licensed Premises to such of its subsidiaries so far as the such subsidiaries are in the same line of business as the Licensee and that the permission by the Licensor to extend the use and occupation of the Licensed Premises is at the absolute discretion of the Licensor and with the Licensor’s prior express written consent which consent shall not be unreasonably withheld. Provided however, with access given in line with the Designated Hours; 4.2. pay to Licensee shall promptly notify the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to Licensed Premises by such subsidiaries. 3.5 The Licensee shall use the Licensed Premises without in any manner disturbing and/or interfering with the activities and business of the Licensor or its associates or its subsidiary companies or any other persons authorised by the Licensor in that regard. 3.6 The Licensee shall take all steps reasonably deemed necessary for protecting the Licensed Premises 3.7 The Licensee shall take utmost care in using the Licensed Premises and shall use the Licensed Premises only for the business of the Licensee either directly or via the Licensor’s Website and in particular a lawful manner and for no other purpose. 3.8 The Licensee shall keep the Licensed Premises cleanand every part thereof in clean and tidy condition. The Licensee shall maintain not keep anything in or around the cleanliness of all surfacesLicensed Premises, walls, fridges, freezers, light machinery, hobs, cookers which shall always be kept un-littered and sinks within the Premises. Failure to meet the requirements of this clause 4.5 clean. 3.9 The Licensee or its representatives shall result not in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as any manner prevent the Licensor may reasonably determine represents or any other person authorised by the cost required to rectify Licensor from using the Licensee’s breach from time to time, which fees may be drawn down from common facilities and things used in common with the Deposit Balance Licensor or any other person or occupiers authorised by the Licensor;. 4.6. 3.10 The Licensee shall not cause do any damage to act, deed, thing and matter which would constitute a breach of any statutory requirements and which would adversely affect the Premises, Equipment and/or possessions Licensed Premises or any part thereof or the rights of the Licensor and other occupiers or clients Licensor. 3.11 The Licensee shall at its own cost provide fire safety equipment on the Licensed Premises. In so far as the compliance with the provisions of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen Maharashtra Fire Prevention and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which fire safety laws is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. concerned the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for at it own cost provide all the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection fire safety equipments and take all steps necessary to ensure compliance with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence provisions of such cover on requestlaws as may be applicable in this regard. 3.12 The Licensee agrees, confirms and undertakes to bear/reimburse all costs, charges and expenses relating to stamping and registration of this Agreement and its duplicate in their entirety, and shall extend all cooperation to the Licensor in getting the said Agreement registered. However, each Party shall bear its own legal costs.

Appears in 2 contracts

Samples: Leave and Licence Agreement (WNS (Holdings) LTD), Leave and Licence Agreement (WNS (Holdings) LTD)

Licensee’s Obligations. 3.1 The Licensee shall pay the Licence Fee in advance on or before the 7th day of each English calendar month. 3.2 The Licensee shall observe, perform, conform and comply with and carry out at its own cost in so far as the Licensed Premises are concerned, terms and conditions thereof and provisions, requirements of such acts, rules, regulations, notifications and notices which may, from time to time, be or made applicable or may be issued and certified in respect of the Licensed Premises by Union of India, State of Maharashtra, Municipal Corporation of Greater Mumbai and/or any local or public authority (except such of the provisions and requirements thereof as may involve structural alteration in the Licensed Premises or any part thereof) and shall:, at all times indemnify and keep always indemnified the Licensor from and against all liabilities, costs, charges and expenses in respect of non-observance, non-performance and non-compliance thereof. 4.1. only occupy 3.3 The Licensee will keep the space interior of the Licensed Premises and every part thereof including doors, windows, shutters, pipes, including existing false ceiling, air conditioning ducting etc., and all additions and improvements therein and thereto in good and substantial repair and condition, (subject to reasonable wear and tear) save and except any such items as discussed have been removed with prior approval of the Licensor. 3.4 In the event, the Licensee as a corporate entity, undertakes any restructuring resulting in formation of subsidiaries of the Licensee, the Licensee may be permitted to extend the use and occupation of the Licensed Premises to such of its subsidiaries so far as the such subsidiaries are in the same line of business as the Licensee and that the permission by the Licensor to extend the use and occupation of the Licensed Premises is at the absolute discretion of the Licensor and with the Licensor's prior express written consent which consent shall not be unreasonably withheld. Provided however, with access given in line with the Designated Hours; 4.2. pay to Licensee shall promptly notify the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to Licensed Premises by such subsidiaries. 3.5 The Licensee shall use the Licensed Premises without in any manner disturbing and/or interfering with the activities and business of the Licensor or its associates or its subsidiary companies or any other persons authorised by the Licensor in that regard. 3.6 The Licensee shall take all steps reasonably deemed necessary for protecting the Licensed Premises 3.7 The Licensee shall take utmost care in using the Licensed Premises and shall use the Licensed Premises only for the business of the Licensee either directly or via the Licensor’s Website and in particular a lawful manner and for no other purpose. 3.8 The Licensee shall keep the Licensed Premises cleanand every part thereof in clean and tidy condition. The Licensee shall maintain not keep anything in or around the cleanliness of all surfacesLicensed Premises, walls, fridges, freezers, light machinery, hobs, cookers which shall always be kept un-littered and sinks within the Premises. Failure to meet the requirements of this clause 4.5 clean. 3.9 The Licensee or its representatives shall result not in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as any manner prevent the Licensor may reasonably determine represents or any other person authorised by the cost required to rectify Licensor from using the Licensee’s breach from time to time, which fees may be drawn down from common facilities and things used in common with the Deposit Balance Licensor or any other person or occupiers authorised by the Licensor;. 4.6. 3.10 The Licensee shall not cause do any damage to act, deed, thing and matter which would constitute a breach of any statutory requirements and which would adversely affect the Premises, Equipment and/or possessions Licensed Premises or any part thereof or the rights of the Licensor and other occupiers or clients Licensor. 3.11 The Licensee shall at its own cost provide fire safety equipment on the Licensed Premises. In so far as the compliance with the provisions of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen Maharashtra Fire Prevention and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which fire safety laws is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. concerned the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for at it own cost provide all the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection fire safety equipments and take all steps necessary to ensure compliance with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence provisions of such cover on requestlaws as may be applicable in this regard. 3.12 The Licensee agrees, confirms and undertakes to bear/reimburse all costs, charges and expenses relating to stamping and registration of this Agreement and its duplicate in their entirety, and shall extend all cooperation to the Licensor in getting the said Agreement registered. However, each Party shall bear its own legal costs.

Appears in 2 contracts

Samples: Leave and Licence Agreement (WNS (Holdings) LTD), Leave and Licence Agreement (WNS (Holdings) LTD)

Licensee’s Obligations. The Licensee shallLicensee: 4.1(a) Acknowledges that it uses and occupies the Licensed Area entirely at its own risk; (b) Relies on its own enquiries and inspection of the Licensed Area and accepts the Licensed Area in its present condition and state of repair with all faults latent and patent. only occupy PM NSW makes no representation and gives no warranty as to the space condition or state of repair of the Licensed Area, structures on or under the Licensed Area and makes no warranty as discussed to the use and occupation to which the Licensed Area may be put; (c) Must not carry out any structural alterations to the Licensed Area except with the Licensor, with access given in line with the Designated Hours; 4.2. pay to the Licensor the License Fee without any deduction monthly in advance on the first day prior approval of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media PM NSW and at the Licensee’s sole cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost expense; (d) Acknowledges that PM NSW has not given and is not required to rectify the Licensee’s breach from time give any warranty or representation in relation to timeany other licences, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for approvals or authorisations of any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions kind required in connection with the use and occupation of the Licensed Area and that the Licensee is solely responsible for obtaining and keeping in force any such other licences, approvals or authorisations. (e) In addition to the clause titled “Permits and Licences” in the Open Space Conditions of Use, warrants that it has, or will, obtain all licences, approvals or authorisations of any kind required in connection with the use and occupation of the Licensed Area. The Licensee shall provide copies of such licences, approvals or authorisations to PM NSW at least 2 - 5 days prior to the date of commencement stated in Item 5. (f) Must not bring into the Licensed Area any dangerous substances or articles without the prior approval of PM NSW. (g) Will not use or approve of any fittings, plumbing facilities or equipment in the Licensed Area to be used for any purpose other than those for which they were constructed. (h) Will not cause or allow to be caused, any wilful, serious or irreparable damage or alterations to, in or about the Licensed Area without the prior approval of PM NSW. (i) Will not do or allow to be done any act or omission in, upon or about the Licensed Area, which may be of annoyance, nuisance, grievance or disturbance to PM NSW, any person lawfully present, and occupiers or owners of any adjacent premises. (j) Hereby indemnifies PM NSW, its successors, employees and agents against all claims, damage, costs, expenses, loss and any other liability whatsoever, (including but not limited to any personal injury, loss and/or damage to property or liability for breach of copyright or defamation) suffered or incurred by PM NSW arising out of, or in any way in connection with, the use and occupation of the Licensed Area BUT THE INDEMNITY WILL BE REDUCED PROPORTIONALLY TO THE EXTENT that an act or omission of PM NSW, its employees or agents may have contributed to the claim, damage, cost, expense, loss or other liability. (k) Its executors, administrators and assigns hereby releases PM NSW from all claims, costs, liabilities, expenses and sums of money whatsoever arising out of, or in connection with, the use and occupation of the Licensed Area, other than as expressly stated otherwise in this Deed. (l) Is responsible for paying all other fees, charges and expenses associated with use and occupation of the Licensed area in addition to the fees, bonds, service charges and recoverable expenses stated in clause 5. (m) Must effect and maintain for the Licensed Area a public liability insurance policy with a reputable insurer approved by PM NSW, be in the Licensee’s business name, which covers the use and occupation of the Licensed Area, and endorses PM NSW as an interested party in the sum of $20 million (or other amount as PM NSW may reasonably require) for any single event. The Licensee will provide evidence to PM NSW of the currency of such insurance policy before use and occupation of the Licensed Area. (n) Must effect and maintain Workers’ Compensation insurance in respect of any employee of the Licensee who is employed in connection with an indemnity level the use and occupation of at least £1 million and the Licensed Area. The Licensee will provide written evidence of the currency of such cover insurance policy at the request of PM NSW. (o) Is responsible for damage or pollution of the environment occurring on requestor arising out of the use and occupation of the Licensed Area by the Licensee and must, at no expense to PM NSW, rectify any damage or pollution and undertake clean-up to ensure that the damaged or polluted area complies with environmental laws and is restored to the condition prior to use and occupation by the Licensee. Any fines or penalties due to damage imposed under any laws will be paid by the Licensee, or deducted from the bond. (p) Must comply with any notice, order or law of a statutory, public or other authority or body in relation to the use and occupation of, or any activity on, the Licensed Area. The Licensee will provide evidence of its compliance with the Work Health and Safety Health Act, Work Health and Safety Health Regulation, Work Cover Authority of NSW requirements and relevant Codes of Practice at the request of PM NSW. (q) Agrees that PM NSW will be entitled to have an Authority’s representative present in the Licensed Area at all times during the term of the licence (including the photography or the filming) and the Licensee will obey and cause its Staff to obey all reasonable directions given by an Authority’s Representative. (r) Remove all of its personal property and any rubbish or waste material resulting from the Licensee’s use and occupation of the Licensed Area.

Appears in 1 contract

Samples: Open Space Licence Agreement

Licensee’s Obligations. The Licensee shall: 4.1shall create the Promotional Vouchers and shall ensure that it or Sony Mobile is responsible for and bear all costs associated with delivering the Promotional Vouchers to each Bundle Purchaser who registers his/her Eligible Sony Device through the Sony Privilege Android application and managing the redemption of the Redemption Codes in the manner described above. only occupy the space as discussed with the Licensor, with access given in line with the Designated Hours; 4.2. pay Licensee shall be responsible for informing Bundle Purchasers of all terms and conditions applicable to the Licensor redemption/fulfilment of the License Fee without any deduction monthly in advance Redemption Codes on the first day of each calendar month and proportionately for any period less than a month DHE Service. Licensee shall ensure that it or Sony Mobile ships the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable Promotional Bundles in accordance with clause 5; 4.3Section 8 above. pay Licensee shall be responsible for the design, implementation and operation of the promotional page within the DHE Service which shall enable redemption/fulfilment of the Redemption Codes. Throughout the Redemption Period, Licensee shall fulfil the applicable Redemption Codes that are redeemed by Bundle Purchasers on the DHE Service in each Territory by fulfilling distribution requests for the associated Promotional Programs with respect to such Territory on a DHE basis through the DHE Service. For the avoidance of doubt, Promotional Programs distributed through the DHE Service in each Territory pursuant to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears valid redemption of Redemption Codes shall be subject to all terms and conditions set forth in the License FeeAgreement concerning such Territory with respect to DHE Included Programs distributed on a DHE basis through the DHE Service pursuant to a DHE Customer Transaction, including, without limitation, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5Licensed Language, DHE Usage Rules and Content Protection Requirements and Obligations. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain ensure that it or Sony Mobile will be responsible for, and will bear all costs associated with, providing customer support to customers for the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen Promotional Bundles and the Building from time to time (or do anything that may make Redemption Code redemption/fulfillment process through the premium in respect of such policy more expensive); 4.9DHE Service. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for provide to Licensor the death and/or personal injury of, or damage or other loss caused to, any person or their possessions reporting set forth in connection with the Licensee’s business with an indemnity level of Section 14 below. Licensee will take all reasonable precautions to safeguard all materials delivered to Licensee hereunder at least £1 million and provide written evidence of such cover on requestall times.

Appears in 1 contract

Samples: International Promotion Agreement

Licensee’s Obligations. 3.1 The Licensee shall: 4.1. only occupy shall use all reasonable endeavours to commercially exploit the space Licensed Patent [and/or Licensed Know-How], and develop and promote the Licensed Products [and/or Services] in the Licensed Field on the maximum possible scale so as discussed with to maximise the commercial return for both the Licensee and the Licensor, . 3.2 The Licensee shall ensure that the Licensed Products are manufactured in compliance with access given in line with the Designated Hours; 4.2. pay to the Licensor the License Fee without any deduction monthly in advance on the first day all laws and regulations of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the countries in which the Licensed Products [and/or Services] are sold or supplied. 3.3 The Licensee shall comply with all applicable Export Control Regulations. 3.4 The Licensee shall xxxx all Licensed Products with (i) the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears patent number of the License FeeLicensed Patent to satisfy the law of each of the countries in which the Licensed Products are sold or supplied and in which they are covered by a valid claim of the Licensed Patent, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made (ii) with such clear and prominent statement, as may be required by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from that the Deposit Balance Licensed Products are manufactured and supplied by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request under licence from the Licensor. 3.5 Within thirty (30) days after the signature of this Agreement, the Licensee shall provide the Licensor with evidence of a written report describing the Licensee’s qualifications including without limitation plans in relation to Commercial Exploitation of the following: PLI certificates Licensed Patent [and/or Licensed Know-How], and Safer Food Better Business Pack; 4.18development and promotion of the Licensed Products, for the period of twelve (12) months following the signature of this Agreement. On each anniversary of the signature of this Agreement the Licensee shall maintain public liabilityprovide the Licensor with a written report describing the efforts made by the Licensee in the preceding twelve (12) months with respect to Commercial Exploitation of the Licensed Patent [and/or Licensed Know-How], professional negligenceand development and promotion of the Licensed Products [and/or services]. 3.6 The Licensee shall also provide in due course a written description of any invention, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury ofImprovement, or damage patentable discovery that arose or other loss caused to, was created through the use of the Licensed Patent and is conceived or reduced to practice by the Licensee during the term of this Agreement. Such written description of any person or their possessions in connection with invention shall be clearly marked “Proprietary Information” by the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on request.

Appears in 1 contract

Samples: Patent License Agreement

Licensee’s Obligations. The Licensee shallcovenants and agrees as follows: 4.1. only occupy (a) to leave the space Parking Facility at the expiration of the Term in substantially the same condition and state of repair as discussed received by the Licensee at the beginning of the Term, including the removal of any improvements constructed upon any of the Parking Spaces by or at the request of the Licensee, except for damage as a result of normal wear and tear, fire, xxxxx, xxxxxxx or other cause, including fortuitous event, or irresistible force, beyond the reasonable control of the Licensee; (b) not to make any alterations or improvements to the Parking Facility or Parking Spaces except with the Licensor's express prior written consent, which consent for alterations and improvements consistent with access given and required for approved uses defined in line with paragraph 3 shall not be unreasonably withheld by the Designated Hours;Licensor, 4.2. pay (c) to abide by and conform and to cause the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month Licensee's Authorized Users to abide by and proportionately for any period less than a month the first such payment being for the period from conform to reasonable rules, regulations and including the date of this License to the end of the relevant month following that date to orders as may be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made established by the Licensor in from time to time with respect of to the use of the Kitchen notified Parking Facility and the Parking Spaces upon written notice of same to the Licensee; (d) to comply with and abide by and to cause the Authorized Users to abide by and conform to all applicable statutes, by-laws, rules, regulations, resolutions and orders of every competent federal, provincial, municipal, regional and other statutory authority, which relate to the Parking Facility and the Parking Spaces and the Licensee's use of a Parking Space; (e) to not release, dump or spill or permit to be released, dumped or spilled on any part of the Parking Facility or a Parking Space, any waste or special waste (as defined by the Environmental Management Act (British Columbia), as amended) or any toxic substance (as defined in the Canadian Environmental Protection Act (Canada), as amended) or any matter which the British Columbia Ministry of Environment considers a risk to the environment or human health; (f) to be responsible for the removal, cleanup and cost associated with anycontamination, rubbish accumulation or damage caused by the Licensee either directly or via an Authorized User to any Parking Space; (g) to provide the Licensor with the make, model and plate numbers of all Licensee's and Authorised Users' vehicles utilizing a Parking Space, or cause to be displayed on each Licensee's and Authorised Users' vehicle utilizing a Parking Space any tags and/or window stickers provided by the Licensor’s Website , as required by the Licensor's rules and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfacesregulations, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach established from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage (h) to provide access to the Premises, Equipment and/or possessions of Parking Facility to the Licensor for site inspections, repair, maintenance and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any waycleaning; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing i) to comply with the terms all City of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit Vancouver bylaws pertaining to be done in the Building anything which is illegalpermits, or which may be or become a nuisance (whether actionable or not)licensing, annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media noise and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on requestlight pollution.

Appears in 1 contract

Samples: Loan Agreement (Alterrus Systems Inc.)

Licensee’s Obligations. The Licensee further agrees it shall, at its sole cost and expense: 4.1(a) Maintain the License Area in good, clean, and safe condition and on the Expiration Date, return the License Area to Licensor in at least as good a condition as it was in immediately before Licensee began using the License Area, reasonable wear and tear excepted. only occupy No work or alterations shall be performed in or to the space License Area without Licensor's prior written approval, which approval may be withheld or conditioned by Licensor, in its’ sole discretion; (b) The Licensee, at no expense to the City, shall comply with all applicable laws of the United States and the State of Washington; the Charter and ordinances of The City of Seattle; and applicable rules, regulations, orders, and directives of all such governmental entities, as discussed well as the orders and directives of authorized officials and employees thereof. (c) Secure and maintain, during the full term of this Agreement, at no expense to the City, insurance as described herein, if Licensee uses the License Area to teach classes or as a place of business. By the Commencement Date, Licensee shall deliver to Licensor an original signed Certificate of Insurance or certified duplicate liability insurance policy, naming Licensor and its officers, employees, and agents as additional insureds, with the Licensorfollowing coverage: comprehensive general liability insurance (broad form) in minimum amounts of $1,000,000 each occurrence for bodily injury and property damage or as Licensor may otherwise require, with access given in line with writing. Licensee shall keep such coverage in effect at all times throughout the Designated HoursTerm of this Agreement; 4.2i. Commercial General Liability insurance written on an occurrence form at least as broad as ISO CG 00 01 with minimum limits of liability of $1,000,000 per Occurrence, $1,000,000 General Aggregate. pay to the Licensor the Coverage shall include: License Fee without any deduction monthly in advance on the first day Area and Operations; Broad Form Property Damage (Including Completed Operations); Liability assumed under an Insured Contract (including tort liability of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result another assumed in a cleaning fee being charged to the Licensee at a cost business contract); Personal Injury and Advertising Liability; Independent Contractors; Severability of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions Interest Clause; Waiver of the Licensor and other occupiers or clients Subrogation endorsement in favor of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result required by contract; General Aggregate Limits of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 Insurance shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on requestseparately.

Appears in 1 contract

Samples: License Agreement

Licensee’s Obligations. The Licensee shallLICENSEE covenants that during the Term, or any extension thereof, or for such longer period as may be specified herein, LICENSEE shall comply with the following provisions of this Section unless otherwise specifically approved in writing by DIRECTOR: 4.1. only occupy the space as discussed with the Licensor, with access given in line with the Designated Hours; 4.2. pay to the Licensor the License Fee without a) LICENSEE shall not cause or permit any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date Hazardous Materials to be made today. The License Fee and all other sums payable pursuant to this agreement are payable brought, kept or used in accordance with clause 5; 4.3. pay to or about the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License FeeAssigned Space by LICENSEE, the Kitchen Costs its agents, employees, contractors or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made invitees, except as required by the Licensor in respect of the LICENSEE’S permitted use of the Kitchen notified to Assigned Space, as described in Section 8 herein. b) Any handling, transportation, storage, treatment or usage by LICENSEE of Hazardous Materials that occurs on the Licensee either directly Assigned Space following the Effective Date shall be in compliance with all applicable Hazardous Materials Laws; c) Any leaks, spills, release, discharge, emission or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness disposal of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, Hazardous Materials which fees may be drawn down caused by LICENSEE, its agents, employees, contractors or invitees, at Assigned Space following the Effective Date, shall be promptly and thoroughly cleaned and removed from the Deposit Balance by Assigned Space and the LicensorLICENSEE at its sole expense, and any such discharge shall be promptly reported in writing to COUNTY, and to any other appropriate governmental regulatory authorities; 4.6. not cause any damage to the Premisesd) No friable asbestos shall be constructed, Equipment and/or possessions of the Licensor and other occupiers placed on, deposited, stored, disposed of, or clients of the Licensor located by LICENSEE at the KitchenAssigned Space; and e) No underground improvements, nor alter including but not limited to treatment or storage tanks, or water, gas or oil xxxxx shall be located by LICENSEE at the Premises Assigned Space without County’s prior written consent. f) LICENSEE shall be solely and fully responsible and liable in the event LICENSEE’s Hazardous Materials storage or usage or activities under this LICENSE causes or permits Hazardous Materials to be released at AIRPORTS or the Assigned Space. If any way; 4.7. not obstruct release of Hazardous Materials occurs at the Common Parts, make them dirty Assigned Space or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor AIRPORTS as a result of the Licensee failing LICENSEE’s Hazardous Materials storage or usage, LICENSEE, at LICENSEE’s sole cost and expense, shall immediately remove such Hazardous Materials release in accordance with all applicable local, state and federal laws and regulations. In addition to comply all other rights and remedies of COUNTY, if LICENSEE does not immediately clean up and remove any such Hazardous Materials release, COUNTY may pay to have same cleaned up and removed and LICENSEE shall reimburse COUNTY all costs incurred by COUNTY, together with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and interest at the Licensee’s cost to use the oil and waste collection services arranged maximum rate allowed by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on requestlaw.

Appears in 1 contract

Samples: License Agreement

Licensee’s Obligations. The Licensee shallagrees that during the Term: 4.1(a) Licensee shall ensure that all of the Licensed Products bearing one or more of the Licensed Trademarks and the labels and advertising used therefor shall be fit for their intended purpose(s), and Licensee shall use its best efforts to cause the Licensed Products to be produced, packaged, sold, distributed, and marketed in compliance with all applicable Federal, State and local laws and regulations, including but not limited to Food and Drug Administration laws and regulations and with good manufacturing practices. only occupy Notwithstanding the space foregoing, this provision shall not apply to finished and pre-packaged Licensed Products included in the Inventory (as discussed with defined in the Licensor, with access given in line with the Designated Hours; 4.2. pay Acquisition Agreement) or to Licensed Products supplied by Licensor pursuant to the Transition Agreement between the parties of even date herewith. (b) The Licensed Products shall be of comparable quality with those similar products which were manufactured, distributed, marketed and sold by or on behalf of Licensor the License Fee without any deduction monthly in advance on the first day as of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License Agreement and such quality shall be maintained on a consistent basis. (c) Licensee shall continuously use the Licensed Trademarks on the Licensed Products in order to maintain the end Licensed Trademarks in full force free from any claim or abandonment for nonuse, subject to paragraph 8(f) hereof. (d) Licensee shall notify Licensor immediately of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Feenon-routine inquiry, the Kitchen Costs investigation, inspection or any other overdue money payable action by any governmental body or other person or entity, with respect to the production, promotion, sale or distribution of any Licensed Products bearing any Licensed Trademark which pertains to product quality and/or safety. (e) Upon request by Licensor, Licensee agrees to furnish Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect at reasonable times with representative samples of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building Licensed Products produced from time to time bearing the Licensed Trademarks. In addition to the foregoing, Licensor may purchase Licensed Products through retail outlets in order to ascertain that such Licensed Products are of high quality. In the event that Licensor reasonably believes that any samples of the Licensed Products bearing the Licensed Trademarks sold or distributed under the Licensed Trademarks violate the provisions of Section 4(a) or 4 (b) above, Licensor shall promptly notify Licensee and shall specify the basis for this belief. Upon receipt of such notice, Licensee agrees to review the basis for this belief promptly and to engage promptly in discussions with Licensor to resolve such concerns to a mutually acceptable conclusion. If no mutually acceptable resolution can be achieved within ten (10) days from commencement of such discussions between Licensor and Licensee, then Licensee shall immediately stop production of the nonconforming Licensed Products until a production sample is submitted to Licensor which Licensor determines is in compliance with the provisions of Section 4(a) and 4(b) above. (f) Licensor and its duly authorized representatives shall have the right, during normal business hours and upon reasonable notice, but not more than frequently than twice per year during the Term, to inspect all manufacturing facilities utilized by Licensee (and its contractors and suppliers to the extent Licensee may use the same) and to examine all processes and records relating to the manufacturing, packaging, warehousing and distribution of the Licensed Products at such times that do not unreasonably disrupt the day to day operations of the business of Licensee, including, without limitation, the right to open and inspect shipping cartons, and make such other tests and inspections as it shall deem necessary to insure the quality of the Licensed Products. Licensee shall take all necessary steps requested by Licensor to correct any deficiencies that might significantly affect the quality of the Licensed Products. (g) Licensee shall submit mechanical artwork for all new label(s) and/or packaging not already part of the Inventory for the Licensed Products bearing the Licensed Trademarks to Licensor for approval. In the event Licensee has not received a detailed explanation as to why Licensor has reasonably decided not to approve such mechanical artwork for the Licensed Products within ten (10) business days of submission, such change shall be deemed to be approved. Licensor's approval of Licensee's label(s), however, shall not constitute a waiver of Licensor's rights or Licensee's duties under any other provisions of this License Agreement. Licensee may, however, change its labels in the future, without approval from Licensor, if such change(s) does not materially affect the size, placement and/or color of the Licensed Trademarks and legend(s) on the Licensed Products. Copies of such label(s) shall be sent to Licensor promptly after market introduction of the Licensed Products using the new label or packaging. (h) Licensee shall submit to Licensor for review by Licensor prior to publication all advertising and promotional materials bearing or related to the Licensed Trademarks. If Licensor objects to any portion of such materials such objection will state a reason(s) related to the materials submitted and shall be forwarded in writing to Licensee (or do anything that may make the premium by oral communication confirmed in respect writing promptly thereafter) within ten (10) business days of Licensors receipt of such policy more expensiveadvertising and/or promotional materials and Licensee agrees to revise such materials accordingly or not to use such materials. If Licensor fails to respond within ten (10) business days of receipt of such materials, Licensor shall be deemed to have no objections to such material(s); 4.9. pay the Licensors review of such advertising and promotional materials shall be conducted in good faith and shall not constitute a waiver of Licensor’s costs for 's rights or Licensee's duties under any action taken by the Licensor as a result of the Licensee failing to comply with the terms provisions of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on requestLicense Agreement.

Appears in 1 contract

Samples: Acquisition Agreement (Stephan Co)

Licensee’s Obligations. The Licensee shallagrees and undertakes: 4.1. only occupy the space as discussed with the Licensor, with access given in line with the Designated Hours; 4.2. (a) to pay to the Licensor Licensor: (i) the License Licence Fee without any deduction monthly in advance by standing order on the first day of each calendar month Licence Fee Payment Date and proportionately for any period of less than a month month, the first such payment being for the period from and including the date of this License Licence Fee Commencement Date to and including the end of day before the relevant month next following that date Licence Fee Payment Date to be made todayon [DATE]; and (ii) the Service Charge without any deduction in arrears on each Service Charge Payment Date, the first such payment being for the period from and including the Service Charge Commencement Date to and including the day before the next following Service Charge Payment Date to be made on [DATE]; (b) to use the Chair Space solely for the Licensee's own independent Business, and to carry on the Licensee's Business during the Opening Hours. The License Fee and all other sums payable pursuant Licensee is entitled to this agreement are payable in accordance with clause 5; 4.3. pay to choose [his OR her] own working hours during the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises cleanOpening Hours. The Licensee shall maintain use reasonable endeavours to keep the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure Licensor informed as to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to when the Licensee will work at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the LicensorSalon; 4.6. (c) to keep the Chair Space tidy and clear of rubbish; (d) not to cause any damage to the PremisesChair Space, Salon, Equipment and/or and the possessions of the Licensor and other occupiers or clients of the Licensor stylists at the KitchenSalon, nor to alter the Premises Chair Space in any way; 4.7. (e) not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building Salon anything which is illegal, illegal or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s 's employees, clients, other clients users of the Salon or any owner or occupier of neighbouring property; 4.12. (f) not pour to cause or permit to be caused any oil or other potentially harmful liquids or substances into damage to: (i) the sinks Property or any service media neighbouring property; or (ii) any property of the owners or occupiers of the Property or any neighbouring property; (g) not to obstruct the Accessways or Common Parts; (h) to be responsible for the conduct, appearance and presentation of the Licensee's Business and for behaviour, hygiene, health and safety matters relating to the Licensee's Business; (i) to comply with all relevant health and safety legislation and to observe any reasonable rules relating to behaviour, hygiene, health and safety that the Licensor imposes on all those who use the Salon; (j) to notify the relevant authorities that the Licensee is a self-employed person operating an independent business and to provide the Licensor with any necessary registrations; (k) to keep proper accounting records relating to the Licensee's Business and to submit details of such payments to the relevant authorities in accordance with all statutory requirements; (l) to be fully responsible for and to indemnify the Licensor in respect of: (i) the Licensee's Tax Liabilities, where the recovery is not prohibited by law; and (ii) all reasonable costs and expenses and any penalty, fine or interest incurred or payable by the Licensor in connection with or in consequence of the Licensee's Tax Liabilities unless it arises out of the Licensor's negligence or wilful default; (m) [to notify the Licensor by the [first] working day of each month of the gross turnover of the Licensee's Business for the previous month and, if the Licensor requests, to have this amount substantiated in writing by the Licensee's accountant at the Licensor's cost;] (n) [to provide the Licensor with a statement of monies payable by the Licensor to the Licensee relating to monies collected by the Licensor pursuant to Clause 5(f) (together with details of the Licensee’s cost 's VAT registration number if appropriate);] (o) to display the name of the Licensee's Business and the address at which documents may be served in accordance with the Companies Xxx 0000; (p) to behave in a professional manner in carrying out the Licensee's Business and to use reasonable endeavours to promote the oil Licensee's Business; (q) to provide stationery for business letters, written orders, invoices and waste collection services receipts relating to the Licensee's Business; (r) to provide all equipment and products (including shampoo, conditioner, hair colours, treatments and other hair care products) required for carrying on the Licensee's Business except as provided by the Licensor under this licence; (s) to be responsible for any Locum and ensure the Locum's compliance with the terms of this licence; (t) not to do anything that will or might vitiate in whole or in part any insurance arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the PremisesSalon or increase the insurance premium; 4.14. not carry out any building works or operations nor put up any unauthorised signs;(u) to: 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to (i) be responsible for maintaining insurance in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence respect of the Licensee’s qualifications including without limitation the following: PLI certificates 's own goods and Safer Food Better Business Packbelongings and against any loss of profits; 4.18. the Licensee shall (ii) maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for in respect of the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of 's Business for at least £1 million [AMOUNT] million; and (iii) maintain insurance to cover the risk of damage to the Equipment for the cost of repairing or replacing the Equipment as new, and the Licensee will provide written evidence the Licensor with a copy of such cover insurance policies upon request; (v) to leave the Chair Space in a clean and tidy condition and to remove the Licensee's possessions at the end of the Licence Period, and to provide the Licensor with contact details when this licence terminates; (w) to indemnify the Licensor and keep the Licensor indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from: (i) any breach of the Licensee's undertakings or warranties contained in this licence; (ii) the acts or omissions of the Licensee, any Locum or any person under the Licensee's control; and/or (iii) the exercise of any rights given in Clause 2 (whether by the Licensor or any Locum); [and] (x) [not to do anything that would or might cause the Licensor to be in breach of the tenant's covenants and the conditions contained in the Lease; and] (y) to pay to the Licensor interest on requestthe Licence Fee or other payments due under this licence at the Default Interest Rate from time to time calculated on a daily basis from the due date until payment if the Licensee shall fail to pay the Licence Fee or any other payments due under this licence within [NUMBER] days of the due date (whether such interest is formally demanded or not).

Appears in 1 contract

Samples: Rent a Chair Agreement

Licensee’s Obligations. The (a) Licensee shall:shall use its best efforts to promote, market, sell and distribute the Licensed Products. 4.1. only occupy the space as discussed with the Licensor, with access given in line with the Designated Hours; 4.2. pay to the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being (b) Licensee shall be solely responsible for the period from manufacture, production, marketing, sale and including the date of this License to the end distribution of the relevant month following that date to be made today. The License Fee Licensed Products and will bear all other sums payable pursuant to this agreement are payable in accordance with clause 5;related costs associated therewith. 4.3. pay to (c) It is the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears intention of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The parties that Licensee shall maintain design, market and ship the cleanliness of Licensed Products in all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within countries in the Premises. Licensed Territory on or before the respective Phase 4 Date recited in Schedule A. Failure to meet the requirements respective Phase 4 Date without the prior written approval of Licensor, shall constitute grounds for immediate termination of this clause 4.5 shall result in a cleaning fee being charged Agreement by Licensor as to the Licensee at specific Item # of Licensed Product which did not timely meet the Phase 4 Date, provided that any delay caused by Licensor, or a cost third party, for the purpose of £40 or such other fee securing any required approvals, shall automatically extend all subsequent Milestones for that version of the Licensed Product, by an equivalent number of working days as the delay caused by Licensor, or said third party. (d) Licensee shall not utilize any dominant feature of the Film, the Property and/or the Trademark on any product other than the Licensed Products or approved premiums. (e) Licensee shall use the English language on the Licensed Products. (f) Licensee shall not grant sublicenses hereunder or otherwise assign, transfer, alienate, encumber or charge any of its rights or obligations hereunder without the express written consent of Licensor. Licensor recognizes that Licensee may outsource development of the Licensed Products and/or distribution of the Licensed Products outside of the United States (but within the Territory), and agrees that it will promptly approve any reasonable party chosen by Licensee for such purposes so long as such party is under contract with Licensee. Licensee shall not sell any Licensed Product to another party to incorporate the Licensed Product with another product to be marketed or sold without the prior written approval of Licensor, not to be unreasonably withheld. (g) Licensor may reasonably determine represents purchase any Licensed Products at the cost required lowest prices (as sold or offered for sale) to rectify any other party minus any sales commissions, and agent fees, as available. Licensor may purchase any quantities it desires for the same price, terms and conditions as distributors or retailers who purchase maximum quantities minus any sales commissions and agent fees. Licensor shall have the right to sell or distribute Licensed Products only through Licensor's web sites, xxx.xxxxxxxxxx.xxx and xxx.xxxxxxxxxxx.xxx and xxx.xxxxxxxx.xxx. (h) Licensee hereby acknowledges that it is the intent of the parties that this agreement is binding upon any subdistributors utilized by Licensee’s breach from time . Licensor retains the right to timeapprove Licensee's distribution scheme for the Licensed Products, which fees and in this connection, Licensor may be drawn down from require that any subdistributor assumes the Deposit Balance obligations of Licensee under this agreement in writing. (i) Upon Licensee's creation or improvement of any Licensed Product, Licensed Product concept or Licensed Product design containing new or improved artwork, Licensee shall furnish to Licensor within thirty (30) days of its internal distribution, high quality, high resolution copies (digital format preferred) of any artwork that has been created, purchased or improved by the Licensor; 4.6. not cause any damage Licensee and this artwork, to the Premisesextent it contains the Film or Property, Equipment and/or possessions shall be the property of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on requestToei.

Appears in 1 contract

Samples: Sublicense Agreement (Atari Inc)

Licensee’s Obligations. The (a) Licensee shall:shall use its commercially reasonable, good faith efforts to promote, market, sell and distribute the Licensed Products. 4.1. only occupy (b) Licensee shall be solely responsible for the space as discussed with manufacture, production, marketing, sale, and distribution of the Licensed Products and will bear all related costs associated therewith. (c) It is the intent of the parties that Licensee shall design, market, and ship the Licensed Products in all countries in the Territory. (d) Licensee shall not utilize any dominant feature of the Film, the Property, or the Trademark on any product other than the Licensed Products or approved premiums. (e) Licensee shall not assert unauthorized rights in the Film, the Property, the Licensed Products, or the Protections. (f) Licensee shall use the English language on the Licensed Products. (g) Licensee shall not grant sublicenses hereunder or otherwise assign, transfer, alienate, encumber, or charge any of its rights or obligations hereunder without the express written consent of Licensor, with access given except as expressly permitted in line with this Agreement. Licensor recognizes that Licensee may outsource development of the Designated Hours; 4.2. pay Licensed Products and/or distribution of the Licensed Products outside of the United States (but within the Territory) and agrees that it will promptly approve (to the extent not already approved in this Agreement) any reasonable party chosen by Licensee for such purposes so long as such party is under contract with Licensee. Licensee shall not sell any Licensed Product to another party to incorporate the Licensed Product with another product to be marketed or sold without the prior written approval of Licensor. (h) Licensor and its affiliates may purchase any Licensed Product(s) in any quantity up to five percent (5%) of the License Fee without total shipped units by Licensee of such Licensed Product at fifteen percent (15%) below the lowest prices (as sold or offered for sale) to any deduction monthly in advance on other party minus any sales commissions, agent fees, and distribution costs as available. Licensor and its affiliates shall be entitled to make such purchases under the first day same terms, conditions, and priority level as Licensee's highest volume customers. Licensor shall have the right to sell or distribute Licensed Products only through Licensor's web sites, xxx.xxxxxxxxxx.xxx, xxx.xxxxxx.xxx, and xxx.xxxxxxxx.xxx. (i) Licensee hereby acknowledges that it is the intent of each calendar month and proportionately for the parties that this Agreement is binding upon any period less than a month subdistributors utilized by Licensee. Licensor retains the first such payment being right to approve Licensee's distribution scheme for the period from Licensed Products in the Territory, and, in this connection, Licensor may require that any subdistributor assume the obligations of Licensee under this Agreement in writing. (j) Upon Licensee's creation or improvement of any Licensed Product, Licensed Product concept, or Licensed Product design containing new or improved artwork, Licensee shall furnish to Licensor within thirty (30) days of its internal distribution, high quality, high resolution copies (digital format preferred) of any artwork that has been created, purchased, or improved by Licensee, and including the date of this License artwork, to the end extent it contains the Film or Property, shall be the property of the relevant month following that date to be made today. The License Fee Licensor and all other sums payable pursuant to this agreement are payable in accordance with clause 5;Toei. 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The (k) Licensee shall maintain the cleanliness of all surfacesdisplay, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged prominent place on Licensee's internet site or sites, a button linking to the Licensor's internet site located at xxx.xxxxxxxxxxx.xxx. Licensee at shall use for this purpose a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance button design provided by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 Licensee shall result in a cleaning fee being charged to the Licensee at a cost of £250 or display such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, button as soon as is practicable following receipt of a request upon receiving this design from the Licensor, provide and shall make reasonable efforts to keep such button and links functional throughout the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack;Term. 4.18. the (l) With respect to price protection chargebacks as described in Paragraph 3 hereof, Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for notify Licensor promptly upon the death and/or personal injury of, or damage or other loss caused to, initiation of any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of price decrease which will cause any such cover on requestprice protection chargeback.

Appears in 1 contract

Samples: Sublicense Agreement (Atari Inc)

Licensee’s Obligations. A. Licensee shall use the Licensed Space solely for installation and operation of the permitted telecommunications equipment of Licensee (“Licensee’s Equipment”), the conduct of Licensee’s telecommunications business, and through the Licensee’s use of panels (pursuant to a Service Order between Licensor and Licensee), to connect Licensee’s Equipment to other users of The Hub for Licensee’s telecommunications business and for no other purpose. All interconnections by Licensee shall: 4.1to other Hub and Building occupants shall be through the “Meet Point” area subject to Licensor’s rules and regulations. only occupy the space as discussed The installation and operation of Licensee’s Equipment shall be subject to Licensor’s consent and comply with the terms and conditions of this Agreement. Licensor shall have the right to withhold its consent to the installation or replacement of any proposed Licensee Equipment which does not comply with such terms and conditions of the Agreement. During the License Term, Licensee shall have the limited right to use Building Communication Spaces, as specifically designated by Licensor, solely to connect, through cables installed by Licensee, Licensee’s Equipment in the Licensed Space with access given a point of entry in line the Building basement or antenna site on the roof of the Building, pursuant to a Service Order by Licensor and Licensee. Licensee shall have no right to use any Building Communication Spaces except under an executed Service Order. All cables and/or fiber to connect Licensee’s Equipment with such basement entrance link or rooftop antenna site shall be installed by Licensee, at Licensee’s cost, as a “Licensee Installation”. B. Licensee shall take good care of and make repairs to the Licensed Space and Licensee’s Equipment and the Building by reason of Licensee's use or occupancy thereof or the acts or negligence of Licensee or any Person (as defined in Section 18.E. hereof) acting on behalf of Licensee. Licensee shall clean the Licensed Space and remove any rubbish or garbage therein. All services required by Licensee shall only be provided by contractors and/or service providers at Licensee's expense, approved by Licensor in advance, not to be unreasonably withheld or delayed, if such contractors and service providers have all appropriate government licenses. The Hub @ 32 Sixth Telecommunications Space License C. Licensee shall not use the Licensed Space or approved Building Communication Spaces for the operation of Licensee’s Equipment which would interfere with the Designated Hours; 4.2. pay to the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month operation and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end management of the relevant month following that date Building or the operation or use of The Hub. Licensee shall cease and desist from any such use or interference within twenty-four (24) hours of Licensor’s notice to be made todayLicensee to cease and desist. The If License Fee fails to so cease and desist, Licensor can take such action as Licensor determines including “shutting down” of Licensee’s operations until such offending use or activity is corrected. X. Xxxxxxxx, and all other sums payable pursuant to this agreement are payable in accordance Persons acting on behalf of Licensee, shall comply with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears and observe all of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website Building and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and Hub including the Building from time Rules and The Hub Rules delivered to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the this Agreement and any modifications of such rules and regulations of which Licensee has notice, provided same does not materially adversely affect or materially increase Licensee’s business with an indemnity level rights or obligations under this Agreement. Any rules and regulations of at least £1 million the Building and provide written evidence The Hub not generally enforced against other users or occupants of The Hub who are openly and continually violating such cover on requestrules and regulations shall not be enforced against Licensee.

Appears in 1 contract

Samples: Telecommunications Space License (Fitness Xpress Software Inc.)

Licensee’s Obligations. 12.1 Licensee agrees to provide AUI or its designee with a variety of data during the period the Show is available for viewing at Licensee’s theatre, as well as any period where it is a choice offered to a pre-booked group. This data will be collected in an online form and will be reported to AUI on approximately a quarterly basis. The data requested will include public audience numbers and demographics and numbers of school children and other pre-booked groups who see the Show, how Licensee shall:promoted the show, and how Licensee used and promoted the related Big Astronomy: People Places Discoveries products such as the web portal, social media, and toolkits for research purposes where possible. Such reports may not include or incorporate any personally identifiable information that could be used to identify any individual person. Licensee represents and warrants that all data and information contained in any such report is and shall be collected and shared in full compliance with all applicable laws and regulations, including without limitation those laws and regulations governing data privacy, information security, and consumer protection. Licensee agrees that as between the parties AUI shall be the sole owner of all such reports and any proprietary interest embodied therein, and Licensee hereby assigns to AUI all of its right, title, and interest in such reports. 4.1. only occupy the space as discussed with the Licensor, with access given in line with the Designated Hours; 4.2. pay 12.2 A selected number of theatres will be asked to the Licensor the License Fee without any deduction monthly in advance conduct surveys to obtain feedback on the first day Show. A select number of each calendar month theatres may also be asked to encourage patrons to participate in longitudinal studies to explore impact and proportionately for any period less than retention of Show information. If Licensee is asked to participate, this may involve providing patrons with a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time postcard (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be via email) or become a nuisance (whether actionable other method for soliciting feedback. 12.3 Licensee agrees that all expenses incurred or not), annoyance, inconvenience or disturbance related to the Licensorlicensed installation, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media promotion and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect presentation of the Premises;Show shall be Licensee's sole responsibility. 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party 12.4 Licensor will provide playback files to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach Licensee for purposes of preparing files for Licensee's presentation of the tenant’s covenants and the conditions contained Show in the Lease; and 4.17Licensee's Venue. the Licensee shall, as soon as practicable following receipt of Other than creating a request from the Licensor, provide the Licensor with evidence backup copy of the Licensee’s qualifications including without limitation playback files, Licensee may not create or retain copies of any of the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on requestmedia provided by Licensor.

Appears in 1 contract

Samples: Performance License Agreement

Licensee’s Obligations. The Licensee shallagrees and undertakes: 4.1. only occupy the space as discussed with the Licensor, with access given in line with the Designated Hours; 4.2. pay to the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. 4.1 To pay to the Licensor on demand completion of this licence the Kitchen CostsLicence Fee, payable without any deduction together with such VAT as may be payable on the Licence Fee. 4.2 To exercise the Activity Rights: (a) safely and in a proper professional manner; 4.4. pay interest at (b) in accordance with all laws and byelaws in force from time to time; (c) without prejudice to the Interest Rate general obligation in clause 4.2(b): (i) not using any adventurous activity equipment such as kayaks, paddle boards, or coasteering equipment, or aerial photography drones or equipment as auxilliary to them; and (ii) not causing any pollution; (d) Only accompanied by dogs if they are kept under control and on any arrears a lead (e) in accordance with the reasonable requirements of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except f) only during the Designated Hours for and at no other times; 4.3 Not to exercise the purposes Ancillary Rights other than so far as is necessary to exercise the Activity Rights. 4.4 Not to allow any other person to exercise the Activity Rights or the Ancillary Rights. 4.5 Not to exercise the Activity Rights or Ancillary Rights in any way that interferes with the concurrent rights of the Licensee’s business;Licensor or any persons authorised by the Licensor. 4.11. 4.6 Not to obstruct the Activity Area or any access to or over them, and not to obstruct the Accessway, or Parking Area, and not in any other way to interfere with the use of any of them by the Licensor or by any persons authorised by the Licensor or by any persons acting under any lawful authority including any persons exercising private or public rights of way. 4.7 Not to do or permit to be done on or in Activity Area (or anywhere on the Building Licensor’s land) anything which is illegal, illegal or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employeesits tenants, other clients visitors, occupiers or licensees or to any owner or occupier of neighbouring property. 4.8 Not to undertake any adventurous activities including coasteering, kayaking, paddleboarding, paragliding. 4.9 To prevent any damage to: (a) the Activity Area, Parking Area or any other land, buildings or other property of the Licensor, its tenants, occupiers or licensees; 4.12. not pour (b) any oil neighbouring land, buildings or other potentially harmful liquids property; or (c) any trees, xxxxxx, bushes or substances into other plants on the sinks Activity Area or on any other part of the Licensor's land and shall not without the Licensor's prior written consent cut, lop, remove or fell any of them. 4.10 Should any damage be caused by the Licensee or any service media person under its control, to immediately report any such damage to the Licensor and at pay full compensation for any loss suffered in respect of any such damage. 4.11 To keep the Licensee’s cost Activity Area and Parking Area tidy and clear of rubbish as far as is practicable and not to use deposit any waste, rubbish, or other material on them or in the oil Activity Area or on any other part of the Licensor's land or neighbouring land. 4.12 Not to make any alteration or addition whatsoever to the Activity Area or Parking Area. 4.13 Not to display any advertisement, signs or notices on the Activity Area or Parking Area. 4.14 Not to transact any payments to clients or members of the general public whilst on the Lulworth Estate. 4.15 To immediately notify the Licensor of any persons that the Licensor reasonably believes to be trespassing on the Activity Area or to be carrying out any adventurous activity without the Licensor's authority. 4.16 To maintain insurance in respect of all liability, including public liability insurance, in relation to the exercise of the Activity Rights and waste collection services arranged Ancillary Rights, with an insurance company approved by the Licensor. Any breach Licensor to provide cover in respect of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost each and every claim of £250 not less than five million pounds or such other fee higher sum as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to timetime direct in writing, which fees may be drawn down from and to show the Deposit Balance by Licensor the Licensor;policy on demand. 4.13. not apply for any planning permission 4.17 The Licensee confirms that insurance in respect of all liability, including public liability insurance, in relation to the Premisesexercise of the Activity Rights and Ancillary Rights is provided by [ ] under the Policy Number: [ ]. 4.18 To indemnify the Licensor and keep the Licensor indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from: (a) this licence; 4.14. not carry out (b) any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions Licensee's undertakings contained in clause 4; and/or (c) the Lease; andexercise of any rights given in clause 2 or clause 3. 4.174.19 To be responsible for the preparation of risk assessments to cover health, safety and fire regulations for the Activity Rights. 4.20 At the end of the Licence Period to leave the Activity Area and Parking Area as far as is practicable clear of rubbish and to remove all personal property from them. If any property is not removed at the Licensee shallend of the Licence Period, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence may dispose of it in any manner that it deems fit without incurring any liability whatsoever to the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on request.

Appears in 1 contract

Samples: Licensing Agreement

Licensee’s Obligations. The (a) Licensee shall use its commercially reasonable and diligent efforts to bring one or more Technology to market in the Territory through an active and diligent program for exploitation of the Patent Rights and Know-How and to continue active, diligent marketing efforts for one or more Technology throughout the Territory during Term. In connection therewith, Licensee shall, at its own cost and expense, use best efforts to: 4.1. only occupy (i) advertise, market and promote the space as discussed with Technology throughout the Licensor, with access given in line with the Designated HoursTerritory; 4.2. pay (ii) work with Licensor to the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end obtain regulatory approval of the relevant month following Technology and registration of the Patent Rights in the Territory, provided that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable Licensor shall bear the costs in accordance with clause 5connection therewith; 4.3. pay (iii) meet the standards set by Licensor from time to time for displaying, demonstrating and explaining the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules operation and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website Technology; (iv) conduct all business diligently and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result represent Licensor in a cleaning fee being charged professional manner that brings credit to Licensor and enhances the Licensee at a cost reputation of £40 Licensor and the Technology; (v) refrain from making claims or such representations concerning the Technology, other fee than as set forth in the applicable specifications or other materials published by Licensor; (vi) refrain from discrediting either the Technology or Licensor; (vii) use only promotional and marketing material relating to Licensor may reasonably determine represents or the cost required to rectify the Licensee’s breach Technology that has been approved in writing by Licensor; (viii) include in all advertising and promotional materials all applicable copyright and trademark notices as Licensor specifies from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. (ix) consult with Licensor regarding any advertising or trade practice that might affect the Licensee shallgood name, as soon as practicable following receipt trademarks, goodwill or reputation of a request from Licensor or the LicensorTechnology, provide the and comply with any requests of Licensor with evidence regard to any such practice. (b) Subject to Section 3.1(a)(ii), Licensee shall bear all costs and risks associated with or arising from or relating to the commercialization of the LicenseeTechnology in the Territory; provided that Licensee shall have the option, but not the obligation, to purchase such equipment of Licensor as designated by Licensee at Licensor’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18cost. the Licensee shall maintain public liabilitycomplete and accurate records of the Technology that are made, professional negligenceused, product liability andsold or performed by Licensee under this Agreement. Not later than April 1st of each full calendar year following the Effective Date, if relevantLicensee shall furnish Licensor with a summary report on the progress of its efforts during the prior Calendar Year to develop and commercialize the Technology in the Territory, employer’s liability insurance providing coverage for including research and development efforts, efforts to obtain regulatory approval, marketing efforts and sales figures, provided that such reports shall be deemed Confidential Information subject to the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level provisions of at least £1 million and provide written evidence of such cover on requestArticle 9.

Appears in 1 contract

Samples: Non Exclusive Sales, Distribution, Manufacturing and License Agreement (Petrosonic Energy, Inc.)

Licensee’s Obligations. The Licensee shallLicensee’s Responsibilities and Duties shall include the following, in addition to and without prejudice to other obligations under this Agreement: 4.1. only occupy a) to obtain due permits, necessary approvals, clearances and sanctions from the space as discussed competent authorities for all activities or infrastructure facilities b) to operate and maintain the Licensed Area at all times in conformity with the Licensor, with access given in line with the Designated Hoursthis License Agreement; 4.2. pay c) to ensure that no structural damage is caused to the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month existing buildings and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest permanent structures at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor station as a result of their activities or any of its agents, contractors, sub-Licensee, etc.; d) to take all reasonable steps to protect the environment (both on and off the Licensed Space) and to limit damage and nuisance to people and property resulting from construction and operations, within guidelines specified as per Applicable Laws and Applicable Permits; e) to duly supervise, monitor and control the activities of contractors, sub-licensees, agents, etc., if any, under their respective License Agreements as may be necessary; f) to take all responsible precautions for the prevention of accidents on or about the site and provide all reasonable assistance and emergency medical aid to accident victims; g) not to permit any person, claiming through or under the Licensee, to create or place any encumbrance or security interest over whole or any part of the Licensed Space or its assets, or on any rights of the Licensee failing therein or under this Agreement, save and except as expressly permitted in this Agreement; h) to keep the Licensed Space free from all unnecessary obstruction during execution of works and store the equipment or surplus materials, dispose of such equipment or surplus materials in a manner that causes least inconvenience to the Xxxxx xxxxxxx, Commuters or DMRC’s activities; i) at all times, to afford access to the Licensed Space to the authorised representatives of DMRC, other persons duly authorised by any Governmental Agency having jurisdiction over the business at Licensed Space, to inspect the Licensed Space and to investigate any matter within their authority and upon reasonable notice; j) to comply with the terms divestment requirements and hand over the Licensed space to DMRC upon Termination of this agreementthe Agreement; 4.10. not use k) to ensure that no foul/ unpleasant smell shall spread out from the Premises except during the Designated Hours for the purposes premises of the Licensee’s businesslicensee; 4.11. l) To ensure that its equipment does not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection interfere with the Licenseefunction of DMRC’s business with an indemnity level of at least £1 million and provide written evidence of such cover on request.equipment

Appears in 1 contract

Samples: License Agreement

Licensee’s Obligations. 3.1 The Licensee shall comply strictly with the directions of the Licensor regarding the form and manner of the application of the Licensed Property on and in connection with the Licensed Products and Promotional Material, including the directions contained in the Style Guide. The Style Guide shall at all times remain the property of the Licensor and shall not be copied, reproduced or used other than in accordance with the terms of this Agreement. 3.2 The Licensee shall:, in exercising its rights under this Agreement, comply with all applicable laws, regulations, industry standards and codes of practice. 4.1. only occupy 3.3 The Licensee shall ensure that each Licensed Product sold or otherwise supplied by the space as discussed Licensee complies with all applicable laws, regulations, industry standards and codes of practice. 3.4 The Licensee shall, in marketing, advertising and promoting the Licensed Products, comply with, and shall ensure that all Promotional Material complies with, all applicable laws, regulations, industry standards and codes of practice, including but not limited to the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (“CAP Code”) and the UK Code of Broadcast Advertising (“BCAP Code”). 3.5 The Licensee shall ensure that the Licensed Products and the Promotional Material (i) do not infringe the Intellectual Property Rights of any third party; (ii) are not defamatory; (iii) are not an infringement of rights to privacy; (iv) are not obscene; (v) are not a violation of anti-discrimination laws or regulations; (vi) do not constitute unfair competition; (vii) do not cause the Licensor to breach any statutory or regulatory duty or criminal law; and (viii) are not in any other way unlawful. 3.6 The Licensee shall ensure that (i) the Licensed Products, (ii) the Promotional Material, and (iii) the Licensee’s manner of advertising, marketing and/or promoting the Licensed Products, shall in no way reduce or diminish the reputation, image or prestige of the Licensor, with access given the Licensed Property or the Programme. 3.7 The Licensee shall not without the Licensor’s prior written consent use the name, likeness, image or voice of any person appearing in line with the Designated Hours;Programme on or in any Licensed Products or Promotional Material or to endorse the Licensed Products. 4.2. pay 3.8 The Licensee acknowledges and agrees that where any music from the Programme is used in the Licensed Products or Promotional Material clearances for such music must be obtained by the Licensee directly from the owner thereof prior to the incorporation of such music into the Licensed Products and/or Promotional Material as applicable. 3.9 The Licensee shall not use any modification, abbreviation or adaptation of the Licensed Property on or in the Licensed Products or Promotional Material except where previously agreed by the Licensor in writing. 3.10 The Licensee shall permit, and shall use its best endeavours to obtain permission for, the License Fee without Licensor at all reasonable times and on reasonable notice to enter any deduction monthly place used for the manufacture, storage and/or distribution of any Licensed Products to be distributed in advance physical form to inspect the methods of manufacture, storage and/or distribution. 3.11 The Licensee shall promptly provide the Licensor with copies or transcripts of any communications relating to any complaint or investigation by any regulatory, industry or other authority that relates to the Licensed Property, the Licensed Products or Promotional Material together with reports on the first day of each calendar month manner in which such complaints or investigations are being, or have been, dealt with, and proportionately for shall comply with any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made reasonable directions given by the Licensor in respect of the use of the Kitchen notified to the thereof. 3.12 The Licensee either directly or via shall, on the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensorrequest, provide the Licensor with evidence details of any complaints it has received relating to the Licensee’s qualifications including without limitation Licensed Products or Promotional Material together with reports on the following: PLI certificates manner in which such complaints are being, or have been, dealt with and Safer Food Better Business Pack;shall comply with any reasonable directions given by the Licensor in respect thereof. 4.183.13 The Licensee shall not advertise, promote, sell, distribute or use for any purpose any Licensed Product which is rejected by the Licensor pursuant to clause 5, or which contains errors, is damaged or defective. 3.14 The Licensee shall use its best endeavours to promote and expand the supply of Licensed Products throughout the Territory on the maximum possible scale, and shall provide such advertising and publicity as may reasonably be expected to bring the Licensed Products to the attention of as many potential users or purchasers as possible. The Licensed Products shall be given fair and equitable treatment and shall not be discriminated against in favour of any other products that the Licensee may develop, sell or distribute. 3.15 The Licensee shall maintain public liabilitybear all development, professional negligenceproduction, product liability andmaintenance, if relevantsupport, employer’s liability insurance providing coverage distribution, operation, hosting, advertising, marketing and promotion costs for the death and/or personal injury ofLicensed Products (including the costs of designing and producing Promotional Material). 3.16 The Licensee shall ensure that it has appropriate recall procedures in place to deal with any requirements to withhold, withdraw or damage return Licensed Products or other loss caused to, any person Promotional Material under clauses 10 or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on request17 below.

Appears in 1 contract

Samples: Digital Product License Agreement

Licensee’s Obligations. 12.1 Licensee agrees to provide AUI or its designee with a variety of data during the period the Show is available for viewing at Licensee’s theatre, as well as any period where it is a choice offered to a pre- booked group. This data will be collected in an online form and will be reported to AUI on approximately a quarterly basis. The data requested will include public audience numbers and demographics and numbers of school children and other pre-booked groups who see the Show, how Licensee shall:promoted the show, and how Licensee used and promoted the related Big Astronomy: People Places Discoveries products such as the web portal, social media, and toolkits for research purposes where possible. Such reports may not include or incorporate any personally identifiable information that could be used to identify any individual person. Licensee represents and warrants that all data and information contained in any such report is and shall be collected and shared in full compliance with all applicable laws and regulations, including without limitation those laws and regulations governing data privacy, information security, and consumer protection. Licensee agrees that as between the parties AUI shall be the sole owner of all such reports and any proprietary interest embodied therein, and Licensee hereby assigns to AUI all of its right, title, and interest in such reports. 4.1. only occupy the space as discussed with the Licensor, with access given in line with the Designated Hours; 4.2. pay 12.2 A selected number of theatres will be asked to the Licensor the License Fee without any deduction monthly in advance conduct surveys to obtain feedback on the first day Show. A select number of each calendar month theatres may also be asked to encourage patrons to participate in longitudinal studies to explore impact and proportionately for any period less than retention of Show information. If Licensee is asked to participate, this may involve providing patrons with a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time postcard (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be via email) or become a nuisance (whether actionable other method for soliciting feedback. 12.3 Licensee agrees that all expenses incurred or not), annoyance, inconvenience or disturbance related to the Licensorlicensed installation, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media promotion and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect presentation of the Premises;Show shall be Licensee's sole responsibility. 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party 12.4 Licensor will provide playback files to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach Licensee for purposes of preparing files for Licensee's presentation of the tenant’s covenants and the conditions contained Show in the Lease; and 4.17Licensee's Venue. the Licensee shall, as soon as practicable following receipt of Other than creating a request from the Licensor, provide the Licensor with evidence backup copy of the Licensee’s qualifications including without limitation playback files, Licensee may not create or retain copies of any of the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on requestmedia provided by Licensor.

Appears in 1 contract

Samples: Performance License Agreement

Licensee’s Obligations. 4.1 The Licensee shall: 4.1. (a) pay the Licence Fee and Security Deposit in accordance with the provisions of Clause 3; (b) organise, conduct and stage the Event and use and maintain (and procure that any permitted third parties use and maintain) the Licensed Area at all times in accordance with Good Industry Practice; (c) obtain (prior to the Event), maintain and comply with any and all Required Consents for the Event at the Licensee’s own cost and expense, and provide copies of the same to the Licensor; (d) coordinate with any and all Competent Authorities to implement the Required Consents obtained by the Licensee pursuant to Clause 4.1(c) and in respect of the Event generally; (e) only occupy use the space Licensed Area for the purposes of staging and hosting the Event in accordance with the terms of this Licence Agreement (and for no other purpose); (f) not encroach on any area located outside the Licensed Area except as discussed otherwise agreed in writing with the Licensor, with access given in line with the Designated Hours; 4.2. pay (g) not do or permit or allow anything to be done which is illegal, is not permitted by the Competent Authorities, or becomes a nuisance, annoyance or inconvenience to the Licensor Licensor; (h) not do anything or engage in any activity which is contrary to the License Fee without social norms or moral or cultural considerations of the UAE; (i) ensure that any deduction monthly document or material whatsoever produced by it (whether in advance on electronic format, printed format or otherwise) in the first day course of each calendar month organising, staging and proportionately for hosting the Event will not contain material that is obscene, libellous, blasphemous, defamatory, likely to cause offence to members of the public in the UAE, or will infringe the copyright, right or privacy, right of publicity, performance right, moral right or any period less than other rights of any nature of any third party; (j) keep the Licensed Area in a month good and clean state of repair and condition at all times and at the first such payment being for the period from and including the date expiry or termination of this License Licence Agreement yield up the Licensed Area in a good and clean state of repair and condition as existed as at the Commencement Date, including remedying any damage caused and returning any keys or access cards (if applicable); (k) promptly repair any damage to the end Licensed Area and/or any other property or adjoining area to the satisfaction of the relevant month following that date Licensor (at the Licensor’s absolute discretion) (and/or if the Licensor elects to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to remedy the same, reimburse the Licensor on demand the Kitchen Costscost of repairing such damage); 4.4. pay interest at the Interest Rate on (l) comply with any arrears Venue Guidelines, or directions of the License FeeLicensor, applicable laws and the Kitchen Costs or any other overdue money payable requirements and/or directions of the Competent Authorities, and the Licensor’s insurers requirements in relation to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified Licensed Area; (m) take all necessary safety precautions and implement all safety procedures to ensure the safety and wellbeing of all persons at the Licensed Area (including prohibiting entry to the Licensee either directly or via Licensed Area and/or Event of any unwanted and/or uninvited third parties) during the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfacesLicense Period, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall where such entry may result in a cleaning fee being charged breach of this Licence Agreement and/or may jeopardize the health and safety of the Event and/or any attendees and/or participants at the Event; (n) not construct or carry out any work nor make any permanent additions or alterations to the Licensee at a cost of £40 or such other fee Licensed Area except as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance expressly approved in writing by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of (o) promptly provide the Licensor and other occupiers with a copy of any notice, order or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken direction received by the Licensor as a result of the Licensee failing from any Competent Authority, and to promptly comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do notice, order or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and direction at the Licensee’s own cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Leaseexpense; and 4.17. the Licensee shall(p) not enter or purport or attempt to enter into any contract, as soon as practicable following receipt agreement, undertaking or transaction on behalf of a request from the Licensor, provide the Licensor with evidence (or its subsidiary or group companies), and not use any name, trademark or other intellectual property of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, Licensor (or damage its subsidiary or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on requestgroup companies) except as expressly set out herein.

Appears in 1 contract

Samples: Venue Agreement

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Licensee’s Obligations. The Licensee shallagrees and undertakes: 4.1. only occupy the space as discussed with the Licensor, with access given in line with the Designated Hours; 4.2. (a) to pay to the Licensor the License Licence Fee payable without any deduction monthly in advance half yearly on the first day of each calendar month and proportionately for any period less than a month the first Licence Fee Payments Dates such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made todayon [ insert date ] 2021 together with such VAT as may be chargeable on the Licence Fee; (b) to keep the Licensed Area clean, tidy and clear of rubbish and not to deposit rubbish on the Property. The License Fee and all other sums payable pursuant Environmental Protection Act 1990 places a duty of care on businesses to this agreement are payable dispose of their trade waste in accordance with clause 5; 4.3an appropriate manner. pay No water or waste material shall be discharged on to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs highway or any other overdue money payable adjacent property. Proof of waste transfers certificates must be made available to an authorised officer on request, and without undue delay. In particular: (i) the Licensor under this agreement calculated on a daily basis from is specifically to be responsible for the due date until the date supply and removal of payment; 4.5. adhere suitable refuse bins and associated bags, in sufficient numbers appropriate to the rules and regulations made by the Licensor in respect of the use of their products; (ii) the Kitchen notified Licensor must ensure that only reusable or 100% recyclable cups/plates etc are used; (c) not to use the Licensed Area other than for the Permitted Use; (d) not to make any alteration or addition whatsoever to the Licensee either directly Licensed Area; (e) not to display any advertisement, signboards, nameplate, inscription, flag, banner, placard, poster, signs, freestanding racks, displays or via notices at the Licensor’s Website and in particular shall keep Licensed Area or elsewhere on the Premises clean. The Licensee shall maintain Property other than: (i) to identify the cleanliness location of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within bins for the Premises. Failure to meet the requirements collection of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to timerecyclables, which fees may be drawn down from the Deposit Balance by the Licensor;is a requirement; and 4.6. not cause any damage (ii) to the Premises, Equipment and/or possessions display a copy of the Licensor and other occupiers or clients Green spaces Trading Consent bearing the name of the Licensor at consent holder which shall be displayed conspicuously on the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect vehicle so that members of the Kitchen and the Building from time public/Council/Police Officers can clearly see it during hours of business. (f) not to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in on the Building Licensed Area anything which is illegal, illegal or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, Licensor or to tenants or occupiers of the Licensor’s employees, other clients Property or any owner or occupier of neighbouring property or visitor to the Property; (g) not to cause or permit to be caused any damage to: (i) the Licenced Area, the Property or any neighbouring property, including the grass or surfacing which would be the responsibility of the Licensee to repair; or (ii) any property of the owners or occupiers of the Licensed Area, the Property or any neighbouring property; 4.12. (h) not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the PremisesLicensed Area; 4.14. (i) not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would will or might cause constitute a breach of any Necessary Consents affecting the Licensed Area, or any statutory provision, regulation or bye-laws made by a Competent Authority with regard to the parking or use of motor vehicles; (j) not to do anything that will or might vitiate in whole or in part any insurance effected by the Licensor in respect of the Property from time to time; (k) not to take into or keep on or in the Licensed Area any motor fuel or lubricating oil except that inside the fuel tank and engine of the catering vehicle; (l) not to maintain, repair (except mechanical repair in cases of breakdown or other emergency) or clean the catering vehicle or refill the petrol tank of the catering vehicle on or in the Licensed Area; (m) not to install or operate amplifying loud speaking light generating or other electronic equipment; (n) not to place seats play facilities or other furniture on or around/ in the vicinity of the Property without the prior written consent of the Licensor; (n) to observe any rules and regulations the Licensor makes and notifies to the Licensee from time to time governing the (i) the Licensee must hold a food hygiene rating of 5 or 4 (whether registered in the Elmbridge area or any other local authority); existing Vendors with a rating of 3 or below will be allowed 3 months to obtain a rating of 5 or 4 and if this is not achieved, the License can be terminated at the discretion of the Licensor; (ii) the Licensee must comply with the requirements of the Health & Safety at Work etc. Act, 1974, the Food Safety Act 1990 and all subsequent regulations including the Food Safety and Hygiene (England) Regulations 2013. Advice on these requirements is available from the Elmbridge borough Council Food and Safety Team; (iii) the Licensee must take reasonable precautions to prevent the risk of fire at the stall or vehicle. All hot food vans/trailers are required to comply with current legislation on fire safety and have a suitable and sufficient fire risk assessment in place to consider the activities of the unit and its location of use. A serviceable fire blanket and a suitable fire extinguisher for the activities being undertaken shall be provided in all vehicles selling hot food; (iv) Reasonable steps must be taken to ensure gas safety where gas appliances are used on a stall or vehicle. Gas appliances must be maintained and serviced as per manufacturer’s instructions. Gas appliances and systems must be checked for safety by a competent Gas Safe engineer at least annually. Any faults or (v) all hot food vans/trailers are required to carry an appropriate first aid kit for the activities that are to be in breach undertaken and have the means to contact the emergency services if necessary; (o) at the end of the tenant’s covenants License period, to leave the Licensed Area in a clean and tidy condition and to remove the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request catering vehicle and any other property from the LicensorLicensed Area. If the catering vehicle or any other property is not removed within 14 days at the end of the Licence Period, provide the Licensor with evidence may dispose of it in any manner that the Licensor deems fit without incurring any liability whatsoever to the Licensee; (p) to indemnify the Licensor and keep the Licensor indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from: (i) this licence; (ii) any breach of the Licensee’s qualifications including without limitation undertakings contained in Clause 3; and/or (iii) the following: PLI certificates and Safer Food Better Business Packexercise of any rights given in Clause 2; 4.18. (q) to pay to the Licensor interest on the Licence Fee or other payments at the rate of 3 per cent per annum above the base rate of Lloyds Bank Plc from time to time calculated on a daily basis from the due date until payment if the Licensee shall fail to pay the Licence Fee or any other payments due under this licence within 14 days of the due date (whether formally demanded or not); and (r) to maintain public liabilityappropriate policies of Public Liability Insurance, professional negligence, product liability andProduct Liability Insurance and Employers’ Liability (s) to be able to provide, if relevantrequested, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million a current Disclosure and provide written evidence of such cover on requestBarring Service (DBS) certificate.

Appears in 1 contract

Samples: Licence

Licensee’s Obligations. [this section to be tailored] 12.1 Licensee agrees to provide Licensor or its designee with a variety of data during the period the Show is available for viewing at Licensee’s [theater], as well as any period where it is a choice offered to a pre-booked group. This data will be collected in an online form and will be reported to Licensor on approximately a quarterly basis. The data requested will include public audience numbers and demographics and numbers of school children and other pre-booked groups who see the Show, how Licensee shall:promoted the show, and how Licensee used and promoted the related products such as the web portal, social media, and toolkits for research purposes where possible. Such reports may not include or incorporate any personally identifiable information that could be used to identify any individual person. Licensee represents and warrants that all data and information contained in any such report is and shall be collected and shared in full compliance with all applicable laws and regulations, including without limitation those laws and regulations governing data privacy, information security, and consumer protection. Licensee agrees that as between the parties Licensor shall be the sole owner of all such reports and any proprietary interest embodied therein, and Licensee hereby assigns to Licensor all of its right, title, and interest in such reports. 4.1. only occupy the space as discussed with the Licensor, with access given in line with the Designated Hours; 4.2. pay 12.2 A selected number of theaters will be asked to the Licensor the License Fee without any deduction monthly in advance conduct surveys to obtain feedback on the first day Show. A select number of each calendar month theatres may also be asked to encourage patrons to participate in longitudinal studies to explore impact and proportionately for any period less than retention of Show information. If Licensee is asked to participate, this may involve providing patrons with a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time postcard (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be via email) or become a nuisance (whether actionable other method for soliciting feedback. 12.3 Licensee agrees that all expenses incurred or not), annoyance, inconvenience or disturbance related to the Licensorlicensed installation, promotion and presentation of the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Show shall be Licensee’s cost sole responsibility. 12.4 Licensor will provide playback files to use the oil and waste collection services arranged by the Licensor. Any breach Licensee for purposes of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the preparing files for Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect presentation of the Premises; 4.14Show in Licensee’s Venue. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach Other than creating a backup copy of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the playback files, Licensee shall, as soon as practicable following receipt may not create or retain copies of a request from the Licensor, provide the Licensor with evidence any of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on requestmedia provided by Licensor.

Appears in 1 contract

Samples: Performance License Agreement

Licensee’s Obligations. The Licensee shall: 4.1hereby agrees: - Sub-Licence Payment (a) to arrange payment weekly in advance on Monday of each week Use of Premises (b) to use the Premises for residential purposes only as the Licensee’s only home and that of his/her family and not to operate a business at the Premises or use the Premises for any other purpose Nuisance (c) not to cause or allow members of the Licensee’s household or invited visitors to cause a nuisance or annoyance to neighbours or other Licensees of the Licensor and not to commit any form of harassment on the grounds of race colour religion sex sexual orientation or disability Noise (d) not to play or allow to be played any radio, television, record or tape recording or musical instrument so loudly that it causes a nuisance or annoyance to neighbours or can be heard outside the Premises between the hours of 11.00pm and 7.30am Outgoings (e) to pay all gas, electricity, water and telephone and other charges levied in respect of the Premises including any community charge or Council Tax or other tax replacing the same for the period of this Sub- Licence Pets (f) not to keep any pets at the Premises Internal Decoration (g) to keep the interior and windows of the Premises and all furnishing fitting carpeting and floor coverings in the Premises and any garden garage or land appurtenant to the Premises in good and clean condition and to carry out any repair work and maintenance of a minor nature (N.B. The Licensor will have no responsibility for replacement of furniture or carpeting or floor coverings) Damage (h) not to cause or allow to be caused any damage or loss to the premises or to any stairways corridors or entrance halls serving the Premises caused by the Licensee or any member of the Licensee’s household or any invited visitor to the Premises Alterations (i) not to make any alterations to the property, structural or otherwise, without the written permission of the Grantor of the Licence Reporting Disrepair (j) to report to the Licensor or its agents promptly any disrepair or defect in the structure or exterior of the Premises or in any installation or in any stairways corridors or entrance halls serving the Premises Access (k) to allow the Licensor and the freeholders and anyone else with proper reason to require access to the Premises including their employees agents or contractors access at all times and for all purposes and in the case of emergency to enter without prior notice. only Assignment (l) not to allow anyone other than an authorised member of the Licensee’s family to occupy the space Premises Posters (m) not to affix posters signs or notices on the exterior of the Premises or on the inside so as discussed with to be visible from the Licensor, with access given exterior Overcrowding (n) not to allow more than the maximum number of occupants to reside at the Premises Moving Out (o) at the end of the Sub-Licence to give the Licensor vacant possession and return the keys of the Premises and to remove all personal possessions and rubbish and leave the Premises in line with the Designated Hours; 4.2. a clean and tidy condition and proper state of repair and to pay to the Licensor the License Fee without cost of repairing or replacing any deduction monthly in advance on damaged or missing parts of the first day of each calendar month and proportionately Premises. (The Licensor accepts no responsibility for any period less than a month anything left at the first such payment being for Premises by the period from and including the date of this License to Licensee at the end of this Sub-Licence) Legal Costs If the relevant month following Licensor has to seek possession via the Courts, the Licensor will ask the Court to make an order for Costs against the Licensee. Return of Keys It is the responsibility of the Licensee to return the keys to the property on the date the licence expires. If the keys are not returned to the property provider by that date the Licensee will become responsible for the nightly charges on the property until such time as the keys are returned. If keys are not returned within 7 days of the expiry of the licence, the Licensor reserved the right to be made todayinstruct the Grantor or the Licence to gain access to the property and to carry out such works as to make the property secure and available for re-letting. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay costs of any such works will be recharged to the Licensor on demand the Kitchen Costs; 4.4Licensee. pay interest at the Interest Rate on Acknowledgement The Licensee acknowledges that failure to carry out any arrears of the License Fee, above obligations could render the Kitchen Costs or any other overdue money payable Licensee and the Licensee’s family liable to eviction and the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made consequent discharge by the Licensor in respect of its responsibility for providing accommodation under the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on request.homeless legislation

Appears in 1 contract

Samples: Sub Licence Agreement

Licensee’s Obligations. The Licensee shallagrees and undertakes: 4.1. only occupy the space as discussed with the Licensor, with access given in line with the Designated Hours; 4.2. pay to the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. 4.1 To pay to the Licensor on demand completion of this licence the Kitchen CostsLicence Fee, payable without any deduction together with such VAT as may be payable on the Licence Fee. 4.2 To exercise the Activity Rights: (a) safely and in a proper professional manner; 4.4. pay interest at (b) in accordance with all laws and byelaws in force from time to time; (c) without prejudice to the Interest Rate general obligation in clause 4.2(b): (i) not using any adventurous activity equipment such as kayaks, paddle boards, or coasteering equipment, or aerial photography drones or equipment as auxilliary to them; and (ii) not causing any pollution; (d) Only accompanied by dogs if they are kept under control and on any arrears a lead (e) in accordance with the reasonable requirements of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except f) only during the Designated Hours for and at no other times; 4.3 Not to exercise the purposes Ancillary Rights other than so far as is necessary to exercise the Activity Rights. 4.4 Not to allow any other person to exercise the Activity Rights or the Ancillary Rights. 4.5 Not to exercise the Activity Rights or Ancillary Rights in any way that interferes with the concurrent rights of the Licensee’s business;Licensor or any persons authorised by the Licensor. 4.11. 4.6 Not to obstruct the Activity Area or any access to or over them, and not to obstruct the Accessway, or Parking Area, and not in any other way to interfere with the use of any of them by the Licensor or by any persons authorised by the Licensor or by any persons acting under any lawful authority including any persons exercising private or public rights of way. 4.7 Not to do or permit to be done on or in Activity Area (or anywhere on the Building Licensor’s land) anything which is illegal, illegal or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employeesits tenants, other clients visitors, occupiers or licensees or to any owner or occupier of neighbouring property. 4.8 Not to undertake any adventurous activities including coasteering, kayaking, paddleboarding, paragliding. 4.9 To prevent any damage to: (a) the Activity Area, Parking Area or any other land, buildings or other property of the Licensor, its tenants, occupiers or licensees; 4.12. not pour (b) any oil neighbouring land, buildings or other potentially harmful liquids property; or (c) any trees, xxxxxx, bushes or substances into other plants on the sinks Activity Area or on any other part of the Licensor's land and shall not without the Licensor's prior written consent cut, lop, remove or fell any of them. 4.10 Should any damage be caused by the Licensee or any service media person under its control, to immediately report any such damage to the Licensor and at pay full compensation for any loss suffered in respect of any such damage. 4.11 To keep the Licensee’s cost Activity Area and Parking Area tidy and clear of rubbish as far as is practicable and not to use deposit any waste, rubbish, or other material on them or in the oil Activity Area or on any other part of the Licensor's land or neighbouring land. 4.12 Not to make any alteration or addition whatsoever to the Activity Area or Parking Area. 4.13 Not to display any advertisement, signs or notices on the Activity Area or Parking Area. 4.14 Not to transact any payments to clients or members of the general public whilst on the Lulworth Estate. 4.15 To immediately notify the Licensor of any persons that the Licensor reasonably believes to be trespassing on the Activity Area or to be carrying out any adventurous activity without the Licensor's authority. 4.16 To maintain insurance in respect of all liability, including public liability insurance, in relation to the exercise of the Activity Rights and waste collection services arranged Ancillary Rights, with an insurance company approved by the Licensor. Any breach Licensor to provide cover in respect of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost each and every claim of £250 not less than five million pounds or such other fee higher sum as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to timetime direct in writing, which fees may be drawn down from and to show the Deposit Balance by Licensor the Licensor;policy on demand. 4.13. not apply for any planning permission 4.17 The Licensee confirms that insurance in respect of all liability, including public liability insurance, in relation to the Premisesexercise of the Activity Rights and Ancillary Rights is provided by [NAME OF INSURER] under the Policy Number:[POLICY NUMBER]. 4.18 To indemnify the Licensor and keep the Licensor indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from: (a) this licence; 4.14. not carry out (b) any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions Licensee's undertakings contained in clause 4; and/or (c) the Lease; andexercise of any rights given in clause 2 or clause 3. 4.174.19 To be responsible for the preparation of risk assessments to cover health, safety and fire regulations for the Activity Rights. 4.20 At the end of the Licence Period to leave the Activity Area and Parking Area as far as is practicable clear of rubbish and to remove all personal property from them. If any property is not removed at the Licensee shallend of the Licence Period, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence may dispose of it in any manner that it deems fit without incurring any liability whatsoever to the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on request.

Appears in 1 contract

Samples: Licensing Agreement

Licensee’s Obligations. The (i) Licensee shall: 4.1will brand each Licensed Product (and associated literature and advertising) with Axia’s Trademarks in a manner reasonably acceptable to Axia. only occupy For the space as discussed with avoidance of doubt, the Licensor, with access given in line with Parties mutually approve the Designated Hours; 4.2. pay to the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant illustration(s) attached to this agreement are payable Agreement and initialed by the signatories to this Agreement. Future co-branding must be approved by Axia in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Feewriting, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis which may be by e-mail from the due date until the date officer of payment; 4.5Axia signing this Agreement. adhere Licensee agrees to the rules and regulations made at all times abide by the Licensor Axia’s Logo Usage Guidelines as shall be in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building effect from time to time (or do anything that may make the premium “Guidelines”). A copy of the Guidelines as in respect effect on the date of such policy more expensive)this Agreement is attached as Exhibit D; 4.9. pay (ii) Licensee shall xxxx all Licensed Products and its associated packaging with appropriate patents markings identifying Axia as the Licensor’s costs for any action taken by the Licensor as a result owner of the Licensee failing to comply Licensed Patents. The content, form, and language used in such markings shall be in accordance with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes laws and practices of the country where such markings are used; and (iii) Licensee shall xxxx all Licensed Products on which the Software is installed, and its associated packaging, and in all other locations in which Licensee makes available a detailed description of the Licensed Product (including but not limited to, for example, Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or notwebsite), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12with an acknowledgment that such goods are manufactured under license from Axia. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach Unless otherwise from time to timetime agreed between the parties, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect one of the Premises; 4.14following notices shall be applied by Licensee on an exposed surface of all Licensed Products and during the bootup routine for the Software: “Manufactured under license from TLS Corp.”, or “Under license from TLS Corp.”. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to One of such notices shall also be used in breach of the tenant’s covenants all instructions and the conditions contained service manuals unless such acknowledgment is clearly and unambiguously given in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt course of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, any textual descriptions or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on requestexplanations.

Appears in 1 contract

Samples: Technology License Agreement

Licensee’s Obligations. The Licensee shall:acknowledges and agrees that nothing in this Licence to Occupy is intended to confer the relationship of landlord and tenant between the Grantor and Licensee. Throughout the Occupation Period the Licensee agrees:- 4.1. only occupy 5.1 To pay the space as discussed with the Licensor, with access given in line with the Designated Hours; 4.2. pay to the Licensor the License Licence Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month Licence Fee Days. In the first such payment being event that the Grantor has agreed for the period from Licensee to pay by instalments and including the date of this License to the end of the relevant month following that date to be a payment is not made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until then the date Grantor has the right to demand all monies due for the remaining duration of payment;the lease and the ability to make payments by instalment will be withdrawn. 4.5. adhere 5.2 to allow the Grantor access to the rules and regulations made by Accommodation at any time for the Licensor in respect purposes of viewing, inspection, repair, or concerns about the use of Licensee's welfare. 5.3 To allow the Kitchen notified Grantor access to the Accommodation under the terms of this Agreement following the Grantor giving statutory 24 hours’ notice, except when in emergencies, i.e. floods, fire, electrical faults and other or where the Licensee either directly has requested the Grantor to rectify any faults or via carry out any maintenance. 5.4 To clean and keep in a tidy condition the Licensor’s Website and in particular shall keep the Premises cleanAccommodation. The Licensee will not be responsible for any matters that are the Grantor’s responsibility under the Housing (Scotland) Act 1987, the Housing (Scotland) Act 1988, and the Housing (Scotland) Act 2006. 5.5 Not to use the Accommodation otherwise than as private living accommodation. 5.6 Not to share the occupation of the Accommodation or any part of it nor do or cause anything to be done whereby the occupation of the Accommodation is shared with any other person (except with other authorised Licensees or licensees of the Grantor) and not under any circumstances to part with or sub-licence the whole or part of the Accommodation. 5.7 Not to have overnight visitors longer than two consecutive nights and to ensure that any visitor signs in at the reception on arrival at the Building and on departing the Building provided that the Grantor shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure be entitled to meet the requirements of this clause 4.5 shall result refuse entry to any visitor in a cleaning fee being charged to its absolute discretion where such visitor has previously caused the Licensee at a cost of £40 to breach or such other fee as the Licensor Grantor reasonable considers may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with breach the terms of this agreement;. 4.10. 5.8 Not to do permit allow or su¤er to be done in or upon the Accommodation anything which may be a nuisance or annoyance or cause or create any discomfort or inconvenience to the Grantor or to other residents of the Building and in particular not to make nor permit the making of any noise between 2300 hours and 0800 hours so as to audible outside of the Accommodation. 5.9 To keep and deliver up the Accommodation and the Grantor's furnishings and appliances and e¤ects in a good and clean and tidy condition (fair wear and tear expected) and not to remove any of the furnishings and e¤ects from the Accommodation and if at the termination of this Agreement either the Accommodation are damaged or the furnishings and e¤ects are damaged or lost, to pay the Grantor on demand the amount or value of such loss or damage. 5.10 Not to make any additions or alterations to the Accommodation nor to make any alteration to the decoration of the Accommodation. 5.11 Not to tamper, force or in any way open the windows of the Building beyond their restricted opening, which have been restricted for Health and Safety purposes. 5.12 To keep the Accommodation in a clean and tidy and proper condition at all times and to dispose of all refuse in accordance with the directions made by the Grantor in this regard from time to time. 5.13 Not to keep any animals including birds, fish, reptiles, insects or mammals upon the Accommodation. 5.14 Not to install a private telecommunications at the Accommodation. 5.15 Not to erect any external television aerial or appliance for any television sets used at the Accommodation. 5.16 Not to have at the Building, use or permit to be used any electrical fires, portable heaters, gas fires, para¤in heaters, chip pans, candles, incense sticks, oil burners or oil lamps, refrigerators or cooking appliances, except those provided by the Premises except during Grantor at the Designated Hours Accommodation and to observe fire and safety precautions at all times. 5.17 Not to wedge or jam open any fire door and in particular any kitchen door. 5.18 To be responsible for any injury, loss or damage caused by malfunction of equipment or electrical appliances owned or brought into the Building by a resident or guest, to the extent not covered by any insurance policy provided by the Grantor. 5.19 Not in any way to misuse any fire alarm or fire safety appliance at the Building or tamper with or obstruct any smoke or heat detectors. 5.20 To respond immediately if the fire alarm is sounded by following the evacuation procedure for the purposes Building. 5.21 Not under any circumstances whatsoever to take or allow to be taken into or on to the Accommodation, or the Building Common Parts (except in such places as the Grantor may from time to time designate) any bicycles or motorcycles. 5.22 To notify the manager of the Licensee’s business;Building of any intended absence from the Accommodation for a period of three consecutive nights or longer. 4.11. not 5.23 Immediately to give notice to the Grantor (and the manager of the Building) of any failure in water, drainage, electrical or other services at the Accommodation. 5.24 Not to bring any thing that may be dangerous, that may have a detrimental e¤ect to other people's health and safety, or may cause damage to the Grantors Accommodation. 5.25 Not to bring any illegal or controlled substances whether for the Licensee own use or otherwise unless prescribed by a bonafide Medical Practitioner into the Grantor's premises. 5.26 Not to do or permit to be done in on the Accommodation anything or act whereby the insurance policy of the Building anything which is illegal, may become void or which voidable or whereby the premium thereon may be or become increase. 5.27 To attend a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and residence safety meeting at the Licensee’s cost to use beginning of the oil and waste collection services residence period if arranged by the Licensor. Any breach Grantor and local Fire Brigade as required. 5.28 Not to set o¤ a fire alarm without due cause (even if accidentally), and the Licensee further agrees that if the Licensee or Licensee's guest does set o¤ a fire alarm without due cause, resulting in attendance of the emergency fire services or the evacuation of the building(s), the Licensee shall pay on written demand a reasonable sum as required by the relevant emergency service to cover any resulting costs incurred by the Grantor. 5.29 Not to use or su¤er the Accommodation to be used for any illegal purposes. 5.30 Not to smoke in any part of the building at any time. 5.31 To report the loss of any keys/fobs to the Accommodation or the Building immediately to the Grantor of the building and on termination of this clause 4.12 shall result in a cleaning fee being charged Agreement to immediately return all such key to the Grantor PROVIDED THAT the Licensee acknowledges and agreed that leaving any keys to the Accommodation with the residence team at the Building will not in any circumstances be deemed as acceptance of termination of this agreement by the Grantor. 5.32 To take all reasonable steps to ensure that all taps for all washbasins, baths and showers in the Accommodation are run for a cost minimum period of £250 five minutes a week, and to regularly clean and disinfect showerheads so as to aid the prevention of Legionella. The Licensee agrees to promptly act upon reasonable recommendations made following the completion of a Legionella risk assessment by the Grantor. 5.33 To observe and be bound by the disciplinary code and rules and regulations relating to student occupancy of residential property as published by the University or such other fee College at which the Licensee attends, or as may be published by the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach Grantor (acting reasonably) from time to time, which fees may be drawn down from time during the Deposit Balance by Occupation Period. 5.34 That should the Licensor; 4.13. not apply Licensee wish to leave the Accommodation for any planning permission in respect reason prior to the end of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shallAgreement, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage still remain liable for the death and/or personal injury ofLicence Fee for the Accommodation for the whole Occupation Period, subject to Clause 2.3 5.35 The Licensee agrees to sign and be bound by the residence postal procedure. 5.36 The Licensee agrees to pay a £50 administration fee for any changes to the Agreement including the parties thereto. 5.37 The Licensee agrees to; 5.37.1 Not to park a motor vehicle on the Site (unless the Licensee is a disabled badge holder) 5.37.2 Not to park a motor vehicle within 3km of the site 5.37.3 Not to apply for or damage or other loss caused to, any person or their possessions in connection with obtain a residents’ parking permit within the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on request.city

Appears in 1 contract

Samples: Licence to Occupy

Licensee’s Obligations. The (i) Licensee shall: 4.1will brand each Licensed Product (and associated literature and advertising) with Axia’s Trademarks in a manner reasonably acceptable to Axia. only occupy For the space as discussed with avoidance of doubt, the Licensor, with access given in line with Parties mutually approve the Designated Hours; 4.2. pay to the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant illustration(s) attached to this agreement are payable Agreement and initialed by the signatories to this Agreement. Future co-branding must be approved by Axia in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Feewriting, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis which may be by e-mail from the due date until the date officer of payment; 4.5Axia signing this Agreement. adhere Licensee agrees to the rules and regulations made at all times abide by the Licensor Axia’s Logo Usage Guidelines as shall be in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building effect from time to time (or do anything that may make the premium “Guidelines”). A copy of the Guidelines as in respect effect on the date of such policy more expensive)this Agreement is attached as Exhibit D; 4.9. pay (ii) Licensee shall xxxx all Licensed Products and its associated packaging with appropriate patent markings identifying Axia as the Licensor’s costs for any action taken by the Licensor as a result owner of the Licensee failing to comply Licensed Patents. The content, form, and language used in such markings shall be in accordance with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes laws and practices of the country where such markings are used; and (iii) Licensee shall xxxx all Licensed Products on which the Software is installed, and its associated packaging, and in all other locations in which Licensee makes available a detailed description of the Licensed Product (including but not limited to, for example, Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or notwebsite), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12with an acknowledgment that such goods are manufactured under license from Axia. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach Unless otherwise from time to timetime agreed between the parties, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect one of the Premises; 4.14following notices shall be applied by Licensee on an exposed surface of all Licensed Products and during the bootup routine for the Software: “Manufactured under license from TLS Corp.”, or “Under license from TLS Corp.”. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to One of such notices shall also be used in breach of the tenant’s covenants all instructions and the conditions contained service manuals unless such acknowledgment is clearly and unambiguously given in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt course of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, any textual descriptions or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on requestexplanations.

Appears in 1 contract

Samples: Technology License Agreement

Licensee’s Obligations. The Licensee shallagrees and undertakes: 4.1. only occupy the space as discussed with the Licensor, with access given in line with the Designated Hours; 4.2. pay to the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. 4.1 To pay to the Licensor on demand completion of this licence the Kitchen CostsLicence Fee, payable without any deduction together with such VAT as may be payable on the Licence Fee. 4.2 To exercise the Activity Rights: (a) safely and in a proper professional manner; 4.4. pay interest at (b) in accordance with all laws and byelaws in force from time to time;‌ (c) without prejudice to the Interest Rate general obligation in clause 4.2(b): (i) not using any adventurous activity equipment such as kayaks, paddle boards, or coasteering equipment, or aerial photography drones or equipment as auxilliary to them; and (ii) not causing any pollution; (d) Only accompanied by dogs if they are kept under control and on any arrears a lead (e) in accordance with the reasonable requirements of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except f) only during the Designated Hours for and at no other times; 4.3 Not to exercise the purposes Ancillary Rights other than so far as is necessary to exercise the Activity Rights. 4.4 Not to allow any other person to exercise the Activity Rights or the Ancillary Rights. 4.5 Not to exercise the Activity Rights or Ancillary Rights in any way that interferes with the concurrent rights of the Licensee’s business;Licensor or any persons authorised by the Licensor. 4.11. 4.6 Not to obstruct the Activity Area or any access to or over them, and not to obstruct the Accessway, or Parking Area, and not in any other way to interfere with the use of any of them by the Licensor or by any persons authorised by the Licensor or by any persons acting under any lawful authority including any persons exercising private or public rights of way. 4.7 Not to do or permit to be done on or in Activity Area (or anywhere on the Building Licensor’s land) anything which is illegal, illegal or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employeesits tenants, other clients visitors, occupiers or licensees or to any owner or occupier of neighbouring property. 4.8 Not to undertake any adventurous activities including coasteering, kayaking, paddleboarding, paragliding. 4.9 To prevent any damage to: (a) the Activity Area, Parking Area or any other land, buildings or other property of the Licensor, its tenants, occupiers or licensees; 4.12. not pour (b) any oil neighbouring land, buildings or other potentially harmful liquids property; or (c) any trees, xxxxxx, bushes or substances into other plants on the sinks Activity Area or on any other part of the Licensor's land and shall not without the Licensor's prior written consent cut, lop, remove or fell any of them. 4.10 Should any damage be caused by the Licensee or any service media person under its control, to immediately report any such damage to the Licensor and at pay full compensation for any loss suffered in respect of any such damage. 4.11 To keep the Licensee’s cost Activity Area and Parking Area tidy and clear of rubbish as far as is practicable and not to use deposit any waste, rubbish, or other material on them or in the oil Activity Area or on any other part of the Licensor's land or neighbouring land. 4.12 Not to make any alteration or addition whatsoever to the Activity Area or Parking Area. 4.13 Not to display any advertisement, signs or notices on the Activity Area or Parking Area. 4.14 Not to transact any payments to clients or members of the general public whilst on the Lulworth Estate. 4.15 To immediately notify the Licensor of any persons that the Licensor reasonably believes to be trespassing on the Activity Area or to be carrying out any adventurous activity without the Licensor's authority. 4.16 To maintain insurance in respect of all liability, including public liability insurance, in relation to the exercise of the Activity Rights and waste collection services arranged Ancillary Rights, with an insurance company approved by the Licensor. Any breach Licensor to provide cover in respect of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost each and every claim of £250 not less than five million pounds or such other fee higher sum as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to timetime direct in writing, which fees may be drawn down from and to show the Deposit Balance by Licensor the Licensor;policy on demand. 4.13. not apply for any planning permission 4.17 The Licensee confirms that insurance in respect of all liability, including public liability insurance, in relation to the Premisesexercise of the Activity Rights and Ancillary Rights is provided by [NAME OF INSURER] under the Policy Number:[POLICY NUMBER]. 4.18 To indemnify the Licensor and keep the Licensor indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from: (a) this licence; 4.14. not carry out (b) any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions Licensee's undertakings contained in clause 4; and/or (c) the Lease; andexercise of any rights given in clause 2 or clause 3. 4.174.19 To be responsible for the preparation of risk assessments to cover health, safety and fire regulations for the Activity Rights. 4.20 At the end of the Licence Period to leave the Activity Area and Parking Area as far as is practicable clear of rubbish and to remove all personal property from them. If any property is not removed at the Licensee shallend of the Licence Period, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence may dispose of it in any manner that it deems fit without incurring any liability whatsoever to the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on request.

Appears in 1 contract

Samples: Licensing Agreement

Licensee’s Obligations. The 4.1 Licensee shall use its best efforts to market, distribute and sell the Contract Products in the Territory, in order to maximize the Net Revenues derived from such Contract Products throughout the continuance of this Agreement. Without limiting the generality of Licensee's best efforts obligation under this Article 4.1, Licensee shall: 4.1. only occupy the space a. apply for all required Regulatory Approvals as discussed soon as reasonably practicable, in accordance with the Licensorprovisions of Article 3.1 hereof; b. make the First Commercial Sale of the Contract Products in the Territory within one hundred twenty (120) days after the date on which all of the Regulatory Approvals required for the marketing, distribution, sale and use of the Contract Products are issued by the FDA or any other competent government agency, including approval of the final packaging, labeling and Licensee's initial marketing materials for the Contract Products; and c. not manufacture, produce, market, distribute or sell any products which are directly competitive with the Contract Products, to the extent that any such activities would involve the use of any of Xxxx' Intellectual Property Rights, Xxxx' Know-How or any other Xxxx Confidential Information, or would be otherwise inconsistent with any of Licensee's obligations under this Agreement. 4.2 In the event that Licensee breaches any of its obligations under Article 4.1(c) hereof, with access given in line with the Designated Hours; 4.2. pay respect to the Licensor manufacture, production, marketing, distribution and/or sale of competitive products, Xxxx shall have the License Fee without right to convert the exclusive and sole license rights provided for in Article 2.3 hereof into non-exclusive license rights, by furnishing written notice thereof to Licensee. In the event that Xxxx elects to exercise its rights under this Article 4.2, upon Xxxx' written request, at Xxxx' sole option, Licensee shall: (i) transfer to Xxxx all Regulatory Approvals applicable to the Contract Products; or (ii) provide Xxxx with any deduction monthly and all documents, materials, clinical studies, test reports and other information, and shall provide Xxxx with all assistance reasonably requested by Xxxx, in advance on the first day of each calendar month order to permit Xxxx to apply for, and proportionately for any period less than a month the first such payment being obtain, duplicate Regulatory Approvals for the period from and including the date of this License to the end Contract Products. 4.3 All of the relevant month following that date Contract Products manufactured or produced by Licensee shall be manufactured with Memantine as the active ingredient, strictly in accordance with Xxxx' Intellectual Property Rights and Xxxx' Know-How, as licensed to be made today. The License Fee Licensee hereunder, and in accordance with any and all other sums payable pursuant to standards, specifications, quality assurance procedures, manufacturing practices and requirements set forth in all applicable Regulatory Approvals. In furtherance of Licensee's obligations under this agreement are payable in accordance Article 4.2, upon Xxxx' written request, Licensee shall: a. provide Xxxx with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears written notice of Licensee's initial manufacture and production of the License FeeContract Products, the Kitchen Costs or any other overdue money payable and permit Xxxx to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere inspect and test such initial Contract Products, in order to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified confirm that such initial Contract Products conform to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to all applicable Regulatory Approvals and Xxxx' standards and requirements for the Licensee at a cost usage of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the LicensorTrademarks; 4.6. not cause any damage b. permit Xxxx to inspect Licensee's manufacturing facilities and operations for the PremisesContract Products, Equipment and/or possessions in order to confirm that such facilities and operations conform to good manufacturing practices and to Xxxx' Know-How for such Contract Products; and c. furnish Xxxx with a reasonable quantity of samples of the Licensor and other occupiers or clients of the Licensor at the KitchenContract Products, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (during the continuance of this Agreement, in order to permit Xxxx to confirm that such Contract Products continue to conform to Xxxx' standards and requirements for the usage of the Trademarks. 4.4 In the event that Xxxx reasonably determines that any of the Contract Products and/or Licensee's manufacturing facilities and operations do not conform to the requirements of Article 4.3 hereof, Xxxx shall give notice thereof, specifying all such deficiencies in the Contract Products or do anything that Licensee's manufacturing facilities and operations, as the case may make be. Licensee shall take corrective action to remedy all such deficiencies in the premium in respect Contract Products and/or Licensee's manufacturing facilities and operations, as the case may be, immediately upon receipt of such policy more expensive)written notice from Xxxx. Upon completion of all such corrective action, Licensee shall furnish Xxxx with a reasonable number of samples of the Contract Products, and shall permit Xxxx to inspect Licensee's manufacturing facilities and operations, in order to confirm that all such deficiencies have been corrected. 4.5 Attached hereto as Exhibit 4.5 is Licensee's sales forecast for Net Revenues to be derived by Licensee from the distribution and sale of the Contract Products within the Territory during each of the first three (3) twelve-month periods following the First Commercial Sale of the Contract Products within the Territory. At least ninety (90) days prior to the start of each year after the expiration of that initial three (3) year period during the continuance of this Agreement, Licensee shall furnish to Xxxx Licensee's detailed sales plan for the marketing, distribution and sale of the Contract Products in the Territory for the coming year. 4.6 The parties shall use their best efforts to collaborate in the marketing and promotion of the Contract Products in the Territory. In furtherance of the parties' obligations under this Article 4.6, the parties shall form a joint marketing committee, comprised of two representatives from each of the parties. The joint marketing committee shall meet at least twice every calendar year, and shall cooperate in coordinating all joint marketing and promotional activities for the Contract Products in the Territory, including, but not limited to: a. the preparation and distribution of scientific and technical information and promotional materials with respect to the Contract Products; 4.9b. the organization, participation and conduct of research seminars, conferences and trade shows; and Each party shall provide the other party hereto with written notice of its two representatives for the joint marketing committee within ninety (90) days after the Effective Date of this Agreement. 4.7 Licensee shall furnish Xxxx with quarterly reports of all of Licensee's sales under this Agreement. pay Each such quarterly report shall (i) be furnished to Xxxx within forty-five (45) days after the Licensor’s costs for any action taken by the Licensor as a result close of the calendar quarter to which it corresponds; and (ii) state Licensee's total sales of the Contract Products during the calendar quarter, the Net Revenues derived by Licensee failing from all sales, and the royalties payable by Licensee to comply Xxxx with respect to such Net Revenues, in accordance with the terms provisions of Article 5.4 of this agreement;Agreement. 4.10. 4.8 Throughout the continuance of this Agreement, Licensee shall keep Xxxx informed of all material marketing plans and strategies, including, but not use the Premises except during the Designated Hours limited to, sales forecasts, market analyses and proposed advertising and promotional campaigns and programs, for the purposes marketing, distribution and sale of the Licensee’s business; 4.11. not do or permit to be done Contract Products in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on requestTerritory.

Appears in 1 contract

Samples: License and Cooperation Agreement (Forest Laboratories Inc)

Licensee’s Obligations. 6.1 At the Licensee’s sole cost and expense, prior to and throughout the Term, the Licensee shall obtain, as necessary, any permits, licenses and approvals pertaining to the Licensee using the License Area for the Permitted Use. 6.2 The Licensee shall not suffer or permit any lien under the Builders Lien Act of British Columbia or other similar statute in effect from time to time to be registered against the License Area in connection with the Licensee’s and the Licensee’s Personnel’s use of the License Area. If any such lien is at any time registered, the Licensee shall, at its sole cost, promptly cause the discharge and release of the same. 6.3 During the Term, the Licensee shall: 4.1. only occupy (a) not cause waste or injury to the space as discussed License Area or any part thereof and shall not use the License Area or any part thereof for any unlawful purpose; (b) maintain the License Area in a safe condition and free from nuisance at all times, provided that the Licensor acknowledges the Permitted Use carried out in accordance with the terms of this Agreement and all applicable laws does not constitute a nuisance hereunder; (c) make good and repair, to the satisfaction of the Licensor, acting reasonably, any damage which it may cause to the License Area; (d) comply with access given and abide by all laws, by-laws and lawful orders concerning the License Area and the use thereof; (e) not store, bring, release any Hazardous Substances in, onto, into or from the License Area in line contravention of any Environmental Laws; (f) promptly take any and all necessary remedial action in response to the presence, discharge or release of any Hazardous Substances brought on, put under, or about the License Area in contravention of any Environmental Laws by the Licensee and such remedial action will be taken promptly so as to minimize any impairment to the License Area; (g) comply promptly with the Designated Hours; 4.2. pay to legal requirements of all authorities having jurisdiction, including any association of fire insurance underwriters or agents, and all notices issued by them that are served upon the Licensor and/or the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. pay to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor Licensee in respect of the use of the Kitchen notified to License Area by the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness Licensee; (h) ensure that all of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to timecontractors and subcontractors accessing or using the License Area maintain WorkSafe BC insurance, which fees may be drawn down from are registered in accordance with the Deposit Balance by Workers Compensation Act, that each of such contractors and subcontractors has a WorkSafe BC account and that such account is in good standing. Without limiting the Licensor; 4.6. not cause any damage to foregoing, if the PremisesLicense Area constitutes a “multiple-employer work place” (as defined in the Workers Compensation Act), Equipment and/or possessions of then the Licensor Licensee acknowledges and other occupiers agrees that the Licensee or clients of its development manager or construction manager or general contractor or the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected Licensee’s representative in respect of the Kitchen Project will be the “prime contractor” (as defined in the Workers Compensation Act) and as such the Building from time Licensee shall comply, or shall cause the designated “prime contractor” to time (or do anything that may make comply, with all of the premium prime contractor obligations set out in respect of such policy more expensive)the Workers Compensation Act together with all regulations thereto including the Occupational Health Safety Regulation; 4.9. pay (i) take all actions and measures to ensure public safety in the Licensor’s costs operation and use of the License Area for the Permitted Use, which may include erecting any action taken necessary signage and fencing; and (j) ensure any display boards are set back to allow vehicles exiting the License Area unobstructed line of sight. 6.4 Prior to the expiry or earlier termination of the Term, the Licensee will remove all improvements, equipment, goods and chattels placed by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of or the Licensee’s business; 4.11. not do or permit Personnel upon the License Area and restore the License Area to be done in a condition that is suitable for the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect commencement of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on requestPark Construction Agreement.

Appears in 1 contract

Samples: License Agreement

Licensee’s Obligations. The 8.1 Licensee shallhereby agrees and represents that: 4.1. (a) upon execution of this License Agreement and subject to the terms thereof, the Licensee shall accept the Site on the condition it is handed over and undertakes to Use the same only occupy for the space purposes as discussed with the Licensor, with access given enlisted in line with the Designated Hoursclause 5 of this License Agreement; 4.2. pay to (b) this License Agreement has been duly authorized, executed, and delivered by the Licensor after fulfilling all legal formalities and constitutes its legal, valid and binding obligation; (c) during the Term of the License Agreement, the Licensee shall pay the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5terms and conditions set out in this License Agreement and shall observe and fulfill each of its obligations set forth herein; 4.3. pay to (d) during the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears Term of the License FeeAgreement, the Kitchen Costs or any Licensee shall undertake the development of the Site, and other overdue money payable works which in the reasonable opinion of the Licensee would be required for and in relation to the Licensor under this agreement calculated on a daily basis purpose as mentioned in clause 5, and obtain necessary approvals/clearances from the due date until appropriate authorities for the date of paymentsame; 4.5(e) at its own cost and expense, the Licensee shall obtain all utilities such as water, electricity, etc from the appropriate authorities; (f) it shall obtain and keep current all Applicable Permits that may be required under the Applicable Laws; (g) it shall pay all taxes, service tax, cesses, assessments and levies in respect of the Site, which are leviable at any time during the Term of the License Agreement; any new tax, service charge by State/Central Government etc. adhere to shall be paid by Licensee; (h) it shall not create any lien, charge or Encumbrance on the rules and regulations made by Site, except as permitted in this License Agreement; (i) it shall, indemnify the Licensor in respect of any charges, deposits and other monies levied by third parties for and in relation to the use of the Kitchen notified provision by such third parties to the Licensee either directly or via the Licensor’s Website of water, electricity, Telephone, communication and other facilities and in particular relation to any and all third party claims made with respect to the Site; (j) it shall keep the Premises clean. The Licensee shall and maintain the cleanliness of Site and the buildings and structures thereon in good and habitable condition at all surfacestimes, walls, fridges, freezers, light machinery, hobs, cookers and sinks within shall ensure that the Premises. Failure Site is free from encroachments at all times; (k) it shall take all necessary care to meet keep the requirements of this clause 4.5 premises neat and clean and in sanitary conditions; (l) it shall result be solely responsible to its employees and for their actions it shall especially put in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee condition in its employees service contract that they have no relationship with Railways as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, their principal employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on request.

Appears in 1 contract

Samples: Contract Agreement

Licensee’s Obligations. The Licensee shallagrees and undertakes: 4.1. only occupy the space as discussed with the Licensor, with access given in line with the Designated Hours; 4.2. pay to the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5; 4.3. 4.1 To pay to the Licensor on demand completion of this licence the Kitchen CostsLicence Fee, payable without any deduction together with such VAT as may be payable on the Licence Fee. 4.2 To exercise the Activity Rights: (a) safely and in a proper professional manner; 4.4. pay interest at (b) in accordance with all laws and byelaws in force from time to time;‌ (c) without prejudice to the Interest Rate general obligation in clause 4.2(b): (i) not using any adventurous activity equipment such as kayaks, paddle boards, or coasteering equipment, or aerial photography drones or equipment as auxilliary to them; and (ii) not causing any pollution; (d) Only accompanied by dogs if they are kept under control and on any arrears a lead (e) in accordance with the reasonable requirements of the License Fee, the Kitchen Costs or any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except f) only during the Designated Hours for and at no other times; 4.3 Not to exercise the purposes Ancillary Rights other than so far as is necessary to exercise the Activity Rights. 4.4 Not to allow any other person to exercise the Activity Rights or the Ancillary Rights. 4.5 Not to exercise the Activity Rights or Ancillary Rights in any way that interferes with the concurrent rights of the Licensee’s business;Licensor or any persons authorised by the Licensor. 4.11. 4.6 Not to obstruct the Activity Area or any access to or over them, and not to obstruct the Accessway, or Parking Area, and not in any other way to interfere with the use of any of them by the Licensor or by any persons authorised by the Licensor or by any persons acting under any lawful authority including any persons exercising private or public rights of way. 4.7 Not to do or permit to be done on or in Activity Area (or anywhere on the Building Licensor’s land) anything which is illegal, illegal or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employeesits tenants, other clients visitors, occupiers or licensees or to any owner or occupier of neighbouring property. 4.8 Not to undertake any adventurous activities including coasteering, kayaking, paddleboarding, paragliding. 4.9 To prevent any damage to: (a) the Activity Area, Parking Area or any other land, buildings or other property of the Licensor, its tenants, occupiers or licensees; 4.12. not pour (b) any oil neighbouring land, buildings or other potentially harmful liquids property; or (c) any trees, xxxxxx, bushes or substances into other plants on the sinks Activity Area or on any other part of the Licensor's land and shall not without the Licensor's prior written consent cut, lop, remove or fell any of them. 4.10 Should any damage be caused by the Licensee or any service media person under its control, to immediately report any such damage to the Licensor and at pay full compensation for any loss suffered in respect of any such damage. 4.11 To keep the Licensee’s cost Activity Area and Parking Area tidy and clear of rubbish as far as is practicable and not to use deposit any waste, rubbish, or other material on them or in the oil Activity Area or on any other part of the Licensor's land or neighbouring land. 4.12 Not to make any alteration or addition whatsoever to the Activity Area or Parking Area. 4.13 Not to display any advertisement, signs or notices on the Activity Area or Parking Area. 4.14 Not to transact any payments to clients or members of the general public whilst on the Lulworth Estate. 4.15 To immediately notify the Licensor of any persons that the Licensor reasonably believes to be trespassing on the Activity Area or to be carrying out any adventurous activity without the Licensor's authority. 4.16 To maintain insurance in respect of all liability, including public liability insurance, in relation to the exercise of the Activity Rights and waste collection services arranged Ancillary Rights, with an insurance company approved by the Licensor. Any breach Licensor to provide cover in respect of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost each and every claim of £250 not less than five million pounds or such other fee higher sum as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to timetime direct in writing, which fees may be drawn down from and to show the Deposit Balance by Licensor the Licensor;policy on demand. 4.13. not apply for any planning permission 4.17 The Licensee confirms that insurance in respect of all liability, including public liability insurance, in relation to the Premisesexercise of the Activity Rights and Ancillary Rights is provided by [ ] under the Policy Number: [ ]. 4.18 To indemnify the Licensor and keep the Licensor indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from: (a) this licence; 4.14. not carry out (b) any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions Licensee's undertakings contained in clause 4; and/or (c) the Lease; andexercise of any rights given in clause 2 or clause 3. 4.174.19 To be responsible for the preparation of risk assessments to cover health, safety and fire regulations for the Activity Rights. 4.20 At the end of the Licence Period to leave the Activity Area and Parking Area as far as is practicable clear of rubbish and to remove all personal property from them. If any property is not removed at the Licensee shallend of the Licence Period, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence may dispose of it in any manner that it deems fit without incurring any liability whatsoever to the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on request.

Appears in 1 contract

Samples: Licensing Agreement

Licensee’s Obligations. 3.1 The Licensee shall: 4.1. only occupy the space as discussed shall comply strictly with the Licensor, with access given directions of the Licensor regarding the form and manner of the use and application of the Licensed Property on and in line connection with the Designated Hours; 4.2Promotional Material, including the directions contained in the Style Guide. pay to The Style Guide shall at all times remain the property of the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less shall not be copied, reproduced or used other than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5;the terms of this Agreement. 4.3. pay 3.2 The Licensee shall not without the Licensor’s prior written consent use the name, likeness, image or voice of any person appearing in the Programme in connection with the exploitation of the Licensed Rights including on or in any Promotional Material or to endorse the Licensee’s products and/or services. 3.3 The Licensee acknowledges and agrees that where any music from the Programme is used in any exploitation of the Licensed Rights and/or Promotional Material, clearances for such music must be obtained by the Licensee directly from the owner thereof prior to the Licensor on demand the Kitchen Costs; 4.4. pay interest at the Interest Rate on any arrears relevant exploitation and/or distribution of the License FeePromotional Material. The Licensee shall inform the Licensor of any proposed use of such music prior to approaching the owner. For the avoidance of doubt, no music is included in the Kitchen Costs Licensed Property under the terms of this Agreement. 3.4 The Licensee shall promptly provide the Licensor with details of any consumer or third party complaints it has received and with any copies or transcripts of any communications with any regulatory, industry or other overdue money payable authority that relate to the Licensor under this agreement calculated exploitation of the Licensed Rights and/or Promotional Material together with reports on a daily basis from the due date until the date of payment; 4.5. adhere to the rules manner in which such complaints or investigations are being, or have been, dealt with and regulations made shall comply with any reasonable directions given by the Licensor in respect of the use of the Kitchen notified to the Licensee either directly or via the Licensor’s Website and in particular shall keep the Premises clean. thereof. 3.5 The Licensee shall maintain bear the cleanliness costs of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers producing and sinks within distributing the Premises. Failure to meet Promotional Material and any other costs associated with the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions exploitation of the Licensor and other occupiers Licensed Rights as applicable. 3.6 The Licensee shall ensure that it has appropriate recall procedures in place to deal with any requirements to withhold, withdraw or clients of return Promotional Material in accordance with clauses 10 or 17 below. 3.7 The Licensee shall ensure that the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. Promotional Material does not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow feature any third party to acquire any rights over advertisements, commercial, sponsorship, promotional material and/or external third party links without the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach prior written consent of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on request.

Appears in 1 contract

Samples: Promotional License Agreement

Licensee’s Obligations. 3.1 The Licensee shall: 4.1. only occupy the space as discussed shall comply strictly with the Licensor, with access given directions of the Licensor regarding the form and manner of the use and application of the Licensed Property on and in line connection with the Designated Hours; 4.2Licensed Products and Promotional Material, including the directions contained in the Style Guide. pay to The Style Guide shall at all times remain the property of the Licensor the License Fee without any deduction monthly in advance on the first day of each calendar month and proportionately for any period less shall not be copied, reproduced or used other than a month the first such payment being for the period from and including the date of this License to the end of the relevant month following that date to be made today. The License Fee and all other sums payable pursuant to this agreement are payable in accordance with clause 5;the terms of this Agreement. 4.3. pay 3.2 The Licensee shall not without the Licensor’s prior written consent use the name, likeness, image or voice of any person appearing in the Programme on or in any Licensed Products or Promotional Material or to endorse the Licensed Products. 3.3 The Licensee acknowledges and agrees that where any music from the Programme is used in the Licensed Products or Promotional Material, clearances for such music must be obtained by the Licensee directly from the owner thereof prior to the incorporation of such music into the Licensed Products and/or Promotional Material as applicable. The Licensee shall inform the Licensor on demand of any proposed use of such music prior to approaching the Kitchen Costs;owner. For the avoidance of doubt, no music is included in the Licensed Property under the terms of this Agreement. 4.4. pay interest at 3.4 The Licensee shall promptly provide the Interest Rate on Licensor with details of any arrears consumer or third party complaints it has received relating to the Licensed Products or Promotional Material and with copies or transcripts of any communications relating to any complaint or investigation by any regulatory, industry or other authority that relates to the License FeeLicensed Property, the Kitchen Costs Licensed Products or Promotional Material together with reports on the manner in which such complaints or investigations are being, or have been, dealt with, and shall comply with any other overdue money payable to the Licensor under this agreement calculated on a daily basis from the due date until the date of payment; 4.5. adhere to the rules and regulations made reasonable directions given by the Licensor in respect thereof. 3.5 The Licensee shall use its best endeavours to promote and expand the supply of Licensed Products throughout the Territory on the maximum possible scale, and shall provide such advertising and publicity as may reasonably be expected to bring the Licensed Products to the attention of as many potential users or purchasers as possible. The Licensed Products shall be given fair and equitable treatment and shall not be discriminated against in favour of any other products that the Licensee may develop, sell or distribute. 3.6 The Licensee shall bear all design, development, production, maintenance, support, distribution, operation, hosting, advertising, marketing and promotion costs for the Licensed Products and Promotional Material. 3.7 The Licensee shall ensure that the Licensed Products and the Promotional Material do not feature any third party advertisements, commercial, sponsorship, promotional material and/or external third party links without the prior written consent of Licensor. 3.8 The Licensee shall ensure that it has appropriate recall procedures in place to deal with any requirements to withhold, withdraw or return Licensed Products or Promotional Material in accordance with clauses 11 or 18 below. 3.9 The Licensee hereby acknowledges and agrees that it shall be solely responsible for the liability or risk of liability arising out of the distribution, sale, consumption or use of the Kitchen notified to the Licensee either directly Licensed Products and associated packaging, labelling and/or Promotional Material and any other materials issued or via the Licensor’s Website and in particular shall keep the Premises clean. The Licensee shall maintain the cleanliness of all surfaces, walls, fridges, freezers, light machinery, hobs, cookers and sinks within the Premises. Failure to meet the requirements of this clause 4.5 shall result in a cleaning fee being charged to the Licensee at a cost of £40 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.6. not cause any damage to the Premises, Equipment and/or possessions of the Licensor and other occupiers or clients of the Licensor at the Kitchen, nor alter the Premises in any way; 4.7. not obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them; 4.8. not do anything which will or might vitiate in whole or in part any insurance policy affected in respect of the Kitchen and the Building from time to time (or do anything that may make the premium in respect of such policy more expensive); 4.9. pay the Licensor’s costs for any action taken by the Licensor as a result of the Licensee failing to comply with the terms of this agreement; 4.10. not use the Premises except during the Designated Hours for the purposes of the Licensee’s business; 4.11. not do or permit to be done in the Building anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor, the Licensor’s employees, other clients or any owner or occupier of neighbouring property; 4.12. not pour any oil or other potentially harmful liquids or substances into the sinks or any service media and at the Licensee’s cost to use the oil and waste collection services arranged by the Licensor. Any breach of this clause 4.12 shall result in a cleaning fee being charged to the Licensee at a cost of £250 or such other fee as the Licensor may reasonably determine represents the cost required to rectify the Licensee’s breach from time to time, which fees may be drawn down from the Deposit Balance by the Licensor; 4.13. not apply for any planning permission in respect of the Premises; 4.14. not carry out any building works or operations nor put up any unauthorised signs; 4.15. not allow any third party to acquire any rights over the Premises; 4.16. not do anything that would or might cause the Licensor to be in breach of the tenant’s covenants and the conditions contained in the Lease; and 4.17. the Licensee shall, as soon as practicable following receipt of a request from the Licensor, provide the Licensor with evidence of the Licensee’s qualifications including without limitation the following: PLI certificates and Safer Food Better Business Pack; 4.18. the Licensee shall maintain public liability, professional negligence, product liability and, if relevant, employer’s liability insurance providing coverage for the death and/or personal injury of, or damage or other loss caused to, any person or their possessions used in connection with the Licensee’s business with an indemnity level of at least £1 million and provide written evidence of such cover on requestLicensed Products.

Appears in 1 contract

Samples: Product License Agreement

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