License to Operate a Kiosk
Agreement made on the ___ day of __________, 20___, between and (Name of
Licensor, a corporation organized and existing under the laws of the state of (name of
state), with its principal office located at (street address, city, county, state, zip code),
referred to herein as Licensor, and Name of Licensee, a corporation organized and
existing under the laws of the state of (name of state), with its principal office located at
(street address, city, county, state, zip code), referred to herein as Licensee.
For and in consideration of the mutual benefits and obligations set forth in this
agreement, the parties agree as follows:
I. Grant of License and Location of Kiosk. Licensor grants to Licensee a license
to sell certain products as described in Section II of this Agreement, in the [Name of
Location (e.g., the Acme Mall located at street address, city, county, state, zip code)]
herein referred to as the Mall, for the Term as defined in Section II of this Agreement.
The location where Licensee is permitted to display its products is space in the Mall, as
shown in the partial floor plan attached hereto as Exhibit A (Space), or as determined
by Licensor in its sole discretion, and is subject to change on Licensor's request at any
time.
II. Term of License. The Term of this license shall commence on (date) and
terminate on (date). Notwithstanding anything to the contrary contained in this
Agreement, this Agreement is cancelable at Licensor's sole discretion for any reason, or
for no reason by giving Licensee (number) day’s prior written notice.
III. Payments to Licensor. Licensee will pay for the license the sum of $ _______
per month, plus _____% of gross sales (as defined in this Paragraph). Payments are
due on or before the ___day of each month beginning on the (date). The term gross
sales is defined to mean the total amount in dollars of the actual sales price, whether for
cash or on credit or partly for cash and partly on credit, of all sales of merchandise and
services, and all other receipts of business conducted pursuant to this license and all
deposits not refunded to purchasers and all orders taken in whether or not those orders
are filled elsewhere and receipts or sales by any or from the mall. Gross sales shall not,
however, include any sums collected and paid out by Licensee for any sales or retail
excise tax imposed by any duly constituted governmental authority, nor shall they
include any exchange of goods or merchandise between the stores of Licensee where
such exchange of merchandise is made solely for the purpose of consummating a sale
and not for the purpose of consummating a sale which has been made at, in or from the
mall or for the purpose of depriving Licensor of the benefit of a sale which otherwise
would be made at, in or from the Mall nor the amount of returns to shippers or
manufacturers, nor the amount of any cash or credit refund made on any sale, nor sales
of fixtures which are not a part of Licensee's stock in trade. Each sale on installment or
credit shall be made irrespective of the time when Licensee may receive payment from
Licensee's customer. No deduction shall be made from gross sales for any franchise,
income or gross receipts taxes, or for any other taxes based on the income of Licensee.
Licensee is required to report in writing to Licensor's designated representatives all
sales made during the previous week before (time) on (day) of each week. Licensee
shall utilize cash registers equipped with sealed continuous totals to record all gross
sales.
IV. Products Permitted to be Sold. Licensee shall be entitled to sell at retail
(describe products), and no other products. Licensee agrees that the use of this license
for this purpose shall be narrowly construed. Licensee also agrees that violation of this
provision, in addition to any other remedy available to Licensor, is an action which is not
only compensable by money damages, but by equitable relief to enjoin such violation.
V. Advertising and Promotion Fee. Licensee agrees to pay Licensor, in addition
to the periodic payments specified above, a sum of $_________ per month on or before
the first day of each month. This amount shall be used for the advertising and promotion
of the Mall in such a manner as Licensor in its sole discretion deems advisable.
Licensee agrees to participate in all joint advertising or promotion planned by Licensor.
VI. Displays, Fixtures and Utilities. Licensee shall provide, at its sole cost and
expense, all displays and fixtures to be used by Licensee in the Mall. Prior to installation
of such displays and fixtures, Licensee shall submit to Licensor plans, drawings and/or
photographs, including dimensions, colors, materials and requisite utility demand loads,
if any, for approval by Licensor. Licensee shall not bring any merchandise or displays
onto or into the Mall prior to receiving Licensor's written approval. Licensee will pay all
charges for gas, water, sewer, waste removal, electricity, telephone and other utility
services used in the licensed premises during the term. If any such charges are not paid
when due, Licensor may pay the same, and any amount so paid by Licensor shall
thereupon become due to Licensor from Licensee as additional rent. Licensor shall not
be responsible for any interruption in utility service.
VII. Expiration or Termination of License and Liquidated Damages. On the
expiration or termination of this license, Licensee must surrender to Licensor that
portion of the Mall where Licensee was allowed to display merchandise in as good
condition as originally received, normal wear and tear excepted. Licensor and Licensee
agree that it would be difficult and impractical to fix damages due Licensor in the event
of early termination by Licensee, and Licensee agrees to pay liquidated damages of
$___________, which shall be due on written notice from Licensor.
VIII. Events of Default. The occurrence of any of the following will constitute an event
of default hereunder:
A. Failure of Licensee to commence business within the time period specified
in Section II.
B. Discontinuance by Licensee of the conduct of its business in the licensed
premises.
C. The filing of a petition by or against Licensee for adjudication as a
bankrupt or insolvent, or for its reorganization or for the appointment of a receiver
or trustee of Licensee's property; an assignment by Licensee for the benefit of
creditors; or the taking possession of the property of Licensee by any
governmental office or agency pursuant to statutory authority for the dissolution
or liquidation of Licensee.
D. Failure of Licensee to pay when due any installment of rent or any other
sums required to be paid by Licensee.
E. Vacation or desertion of Space or permitting the same to be empty and
unoccupied.
F. Licensee's removal or attempt to remove, or manifesting an intention to
remove Licensee's goods or property from or out of Space otherwise than in the
ordinary and usual course of business without having first paid and satisfied
Licensor for all rent which may become due during the entire term of this
License.
G. Failure of Licensee to perform any other covenant or condition of this
license.
IX. Rights of Licensor on Default of Licensee. If Licensee is in default as defined
in Section VIII of this license, Licensor, in addition to all the rights and remedies
granted under the laws of the State of (name of state) and not as a limitation thereof,
will have any or all of the following rights:
A. To re-enter and remove all persons and property from Space, and such
property may be removed and stored in a public warehouse or elsewhere at the
cost of and for the account of Licensee, all without service of notice or resort to
legal process and without being deemed guilty of trespass, or becoming liable
for any loss or damage which may be occasioned.
B. To elect to declare the entire minimum rent for the balance of the Term
due and payable forthwith. In addition thereto, there shall be due and payable for
each remaining year of the term of this license, and pro rata for any part of a
year, the yearly average of the percentage rent p