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LICENSE AGREEMENT
TO INSTALL, CONSTRUCT AND OPERATE


This License Agreement to Install, Construct, and Operate (the Agreement) is effective [DATE],

BETWEEN:  [YOUR COMPANY NAME] (the "Licensor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]

AND:  [COMPANY NAME] (the "Licensee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]

WHEREAS Licensee desires to install, operate and maintain [SPECIFY] (the Equipment) on the property of Licensor, the location described in Schedule A hereto;

WHEREAS Licensor agrees to such installation, operation and maintenance, subject to the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the premises and the covenants and agreements set forth herein, Licensor and Licensee covenant and agree as follows:


1.  DEFINITIONS

In this License Agreement, unless there is something in the subject matter or context inconsistent therewith, the expressions following shall have the meanings indicated below:

Actual Cost: The total cost to Licensor of performing any work billable to Licensee pursuant to this License Agreement, including, in addition to the labor rate, the costs or amounts payable or incurred in respect of annual vacations, job security provisions, pension, welfare (medical, dental, etc.), Employment Insurance, Workers Compensation or any like cost or imposition.

Associated Equipment and Hardware: All aboveground Equipment on Licensors property.

Claims: Claims and liabilities of any and every nature whatsoever including, but not limited to:
all claims, liabilities, demands, suits, proceedings, judgments, decrees and awards arising out of or relating to harms, injuries, damages, death or destruction of or to person, property, or business, or arising out of or relating to any violation of (or failure to comply with) any applicable law;
all theories of relief recognized at law or in equity (including, but not limited to, theories of relief that impose liability without proof of fault or negligence);

all losses, damages (including punitive and exemplary damages and awards of attorneys fees), environmental costs and damages (including investigation and remediation expenses, removal costs, and natural resource damages), expenses (including reasonable attorneys fees), costs, penalties, forfeitures and fines; and
(iv)   awards made under any act respecting industrial accidents and occupational diseases or similar legislation, actions and proceedings.
Licensor Property: The property of or used by Licensor.

Event of Force Majeure: A fortuitous event, superior force, acts of God, fire, strikes, lockouts, riots, and any other disturbance such as a war, blockade, disaster and insurrection.

Fee: The annual fee payable by Licensee to Licensor with respect to this License including without limitation the monthly rental payments stipulated at subsection 4(d) hereof.

Inflation Factor: The Inflation Factor as determined according to Section 4(e).

Inflation Index: The Inflation Index is the number published monthly as the Consumer Price Index, All Items, for [COUNTRY] (or any successor index of inflation of the whole of the [COUNTRY] economy) by the parties (or any successor thereto).

Initial Term: The period from [DATE] to [DATE].

License: The license granted by Licensor to Licensee pursuant to Section 2.

Licensed Premises: Any portion of Licensor Property that is subject to the License.

Linear Foot: A measuring unit equal to [NUMBER] ([NUMBER]) inches in length, English Measure.

Project: The Associated Equipment and Hardware, and any modification, replacement and additions thereto, on Licensor Property.

Project Coordinator: The person designated by Licensor to act as project coordinator with respect to all work permitted to be carried out by Licensee pursuant to the License on Licensor Property, or his (her) representative.

Project Schedule: The schedule as proposed by Licensee and approved by Licensor pursuant to Section 7 hereof.

Renewal Term:   The term of the renewal hereof upon the expiration of the Initial Term, pursuant to Section 3 hereof.

Subsidiary: Has the meaning ascribed to the term subsidiary body corporate;

Term: The term of the License applicable to the Project, as described in Section 3, which specifically includes the Initial Term, and to the extent applicable, the Renewal Term, unless earlier terminated.


2.  GRANT OF LICENSE

Subject to the terms and conditions hereof, Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, the non-exclusive right and permission to install, construct, operate, maintain, modify, repair, add-to, re-install, relocate, remove and replace [SPECIFY] along, in, under and, upon written approval by Licensor, on or over the Licensor Property, at the locations described in Schedule A, and in all cases subject to the terms of this License Agreement.

The License applicable to the above is referred to herein as the License applicable to the Project. The License shall be irrevocable for its Term except as specifically provided herein.

By granting this License, Licensor is not conveying any real property interest in the Licensor Property nor any right, title or interest not specifically set forth hereunder. The rights granted to Licensee herein constitute a license only and shall not under any circumstances whatsoever constitute a right by Licensee to have or claim exclusive possession of the Licensed Premises and this License shall not constitute nor be interpreted to be either a partnership agreement, employment agreement, lease or joint venture agreement made between the parties. Licensee shall exercise its rights under this License Agreement in a manner which does not interfere with existing rights of third parties occupying or using any part of the Licensor Property.

Licensor hereby acknowledges and agrees that the Equipment in place as at the date hereof at the locations mentioned in Attachment A is acceptable to it and otherwise in compliance with the provisions of this License Agreement.


3.  LICENSE TERM FOR THE PROJECT

The Initial Term of the License applicable to the Project shall commence as of [DATE] and shall continue until [DATE].

Provided it has complied with all terms and conditions herein contained, Licensee will have the right, at its option, upon written notice to Licensor not less than [NUMBER] ([NUMBER]) months prior to the expiry of the Initial Term, to cause the term of this License Agreement to be extended for a further period of [NUMBER] ([NUMBER]) years commencing on the day following the expiry of the Initial Term (the Renewal Term), upon the same terms and conditions as contained in this License Agreement, save for the right to renew and for the Fee, which shall be negotiated between the parties during the notice period and which fee shall correspond to prevailing market rates at that time but shall not be less than the current fee at the time of expiry of the Initial Term. In the event that the parties should be unable to agree on the Fee to apply during the Renewal Term, the Fee shall be definitively determined by final, binding and non-appealable arbitration, excluding any recourse before the courts of law, in accordance with the provisions of the law of [STATE/PROVINCE] in force at the time this License Agreement is signed and to which the parties declare they have adhered, to be heard before a single arbitrator to be appointed by both parties.

In the event that the parties are unable to agree on such arbitrator, such arbitrator shall be appointed by a Judge of the [STATE/PROVINCE] Court (General Division) upon application in that regard by either party. The determination made by the said arbitrator shall be final and binding on both parties. Each party shall pay one-half (1/2) of the costs and expenses of the arbitrator (and their own legal and other costs of preparing and presenting its case). The provisions of this sub-section shall be deemed to be a submission to arbitration within the provisions of the law. If neither party submits the matter to arbitration as contemplated above prior to the commencement of the said renewal term, the Fee for each year of the said renewal term shall continue to be calculated in the same manner as described in Section 4(b) hereof.


4.  FEES

In consideration of this License:

a.  During the [NUMBER] ([NUMBER]) year of the original Term, Licensee shall pay to Licensor a Fee of [AMOUNT] ($[AMOUNT]). However, notwithstanding anything to the contrary herein contained, the Fee for the first (1st) year of the Term shall not become payable until complete execution of this License Agreement and the issuance of an invoice therefore.

b.  During each of the next [NUMBER] ([NUMBER]) years remaining in the original Term, Licensee shall pay to Licensor a Fee of [AMOUNT] cents ($[AMOUNT]), multiplied by the Inflation Factor for the month of [MONTH] of each such year beginning in the second (2nd) year of the original Term.
c.  Any additions to or deletions from the Fee in the previous year will be adjusted between the parties as at the beginning of the next succeeding calendar year.

d.  The Fee shall be payable monthly in advance, in equal and consecutive installments of one-twelfth of the Fee each, provided, however, that, unless otherwise provided in any Project Schedule, no payment shall be due and payable by Licensee to Licensor in respect of any portion of the Equipment until Licensee has taken possession of such portion of the Licensed Property.

e.  The Inflation Factor for any year is 1.0 plus the change, expressed as a decimal fraction, in the Inflation Index between the month of January in that year and the month of [DATE] year earlier. The Inflation Index as of a date is the Inflation Index applicable to the end of the month (or the shortest other such reporting period for the Inflation Index if the Inflation Index is not published in respect of a monthly reporting period) during which such date occurs.

f.  Any exigible federal and [state/provincial] taxes will be added to and be additional to the Fee.


5.  OWNERSHIP AND RESPONSIBILITIES

For the purpose of this License Agreement only, Licensee shall be deemed to be the sole owner of the Equipment and Associated Equipment and Hardware and shall be solely responsible for the installation, construction, operation, maintenance, modification, repair, addition to, reinstallation, relocation, removal and replacement thereof. Except for the responsibilities and undertakings expressly mentioned in this License Agreement, Licensor shall not be involved in any manner in the above-mentioned activities and in no event shall it be responsible for any such activities.
b.  Licensee, at its sole cost and expense, will furnish all materials, parts, components, equipment and hardware necessary to construct, install, operate, maintain, modify, repair, add-to, re-install, replace, relocate and remove the Project or any part thereof in accordance with the design approved by Licensor in accordance with Section 7 hereof and any specifications required by this License Agreement. Any such work shall be performed in accordance with telecommunications industry standards (if any) and in conformity with all applicable statutes, the law, ordinances, regulations, rules, codes, orders or specifications of any public body or authority having jurisdiction thereon (all of which shall have precedence over the specifications set forth in this License Agreement or over instructions which may be given from time to time by Licensor except where such specifications or instructions result from a requirement of law and so as to not interfere with the operations of Licensor.


6.  CONFORMITY

Licensee shall ensure that the Equipment utilizing the Licensor Property shall be suitable in every respect for the purposes for which it is intended and shall be installed in accordance with the plans and specifications submitted by Licensee and approved by Licensor pursuant to Section 8 below and maintained in a manner satisfactory to Licensor, and the construction and installation of same shall be in accordance with all applicable requirements and orders of the parties or its successors, including without limitation the [COUTRY] laws, as applicable, or of any other authority having jurisdiction thereon, in all cases at the sole expense of Licensee and shall be constructed and maintained so as not to interfere with the activities or business of Licensor.


7.  CONSTRUCTION PHASE

Licensee shall furnish to Licensor for its approval, which approval shall not be unreasonably withheld or delayed, a proposed schedule of construction together with a detailed method of installation of the Equipment and the locations of proposed Associated Equipment and Hardware on the Licensor Property, which Associated Equipment and Hardware shall not interfere with the operations of Licensor.

The proposed schedule shall be furnished by Licensee at least [NUMBER] ([NUMBER]) days prior to the Project Commencement Date, and shall be an indication of proposed construction and installation of the Project for purposes of enabling Licensor to coordinate the movement of its operating and maintenance personnel. Licensee shall schedule installation and construction in order to avoid disruption of Licensors operations. Licensors approval of the proposed schedule shall be obtained before any construction or installation work is commenced. Licensor shall use its best efforts to grant such approval within [NUMBER] ([NUMBER]) days from the submission of the proposed schedule for construction. Said approval shall be in the form of a letter signed by Licensor.

Within [NUMBER] ([NUMBER]) months after completion of the construction of the Project, Licensee shall furnish Licensor with as built construction plans which accurately reflect the completed Project. Licensee shall also furnish Licensor with copies of any surveys of the Project.

Review and approval of the schedule of construction, method of installation, as built construction plans, and any other documents submitted by Licensee to Licensor shall not relieve Licensee of any of its obligations under this License Agreement. Licensee assumes the risk that the Licensed Premises may not be suitable for the Equipment and Associated Equipment and Hardware.

The provisions of this Section 7 shall apply mutatis mutandis to any and all construction, installation, operation, addition to, reinstallation, replacement, relocation or removal or any other work with respect to the Project, but shall not apply to regular inspection, maintenance or repair of the Equipment, which shall be subject to Section 9 hereof.


8.  VEGETATION CONTROL *USE ONLY IF THE PROPOSED EQUIPMENT PLACEMENT MAY HAVE AN ADVERSE AFFECT ON THE VEGETATION IN PROPOSED LOCATION*

For the purposes of this Article, disturbance means any activity that physically, chemically or biologically alters or removes vegetation and its associated physical, chemical and biological components, such as resulting in soil exposure, soil compaction and soil erosion or changes in species composition.
During the year in which the Equipment is installed, an approved vegetation control product to inhibit the growth of undesired weeds on the Licensor Property will need to be applied as a result of the disturbance caused to the soil by the installation process, or the weeds will have to be removed. The products and its methods of application, or the removal of the weeds and the method of doing so, as the case may be, shall be selected and carried out by Licensor, conforming with its policy in the matter, and shall be reimbursed by Licensee to Licensor.
Licensee shall prevent and remediate any disturbance on the Licensor Property:

a.  by minimizing the creation of bare ground areas; and

b.  by providing ground surface shape and grade which will allow effective and economic mowing of the Licensor Property;

c.  by establishing a suitable vegetation cover on disturbed portions of the Licensor Property to Licensors reasonable satisfaction.


9.  COST AND EXPENSES

Licensee shall reimburse Licensor for any cost or expense incurred by Licensor as a result of the construction, installation and ongoing operation and maintenance of the Project within [NUMBER] ([NUMBER]) days of receipt of Licensors invoice therefor together with supporting documentation. Without limiting the generality of the foregoing, Licensee shall reimburse Licensor for any cost or expense incurred for, escorting personnel on the Licensor Property during the construction phase as well as the cost of the Project Coordinator and his assistants but excluding head office supervision, at Licensors Actual Cost thereof. Any outstanding amount owed to Licensor shall bear interest at the annual rate charged by the parties to its prime commercial borrowers plus [PERCENTAGE %] ([PERCENTAGE %]) from the date that any such amounts become due until payment thereof. The provisions of this Article shall apply mutatis mutandis to any and all construction, installation, operation, maintenance, repair, addition to, reinstallation, replacement, relocation or removal or any other work with respect to the Project.


10.  INSTALLATION

To the extent not prevented by provincial or local laws, regulations and orders, installation must be approved by Licensor, which approval shall not be unreasonably withheld or delayed. Installation crossing over or under other existing pipes or lines shall be located and installed in accordance with local conditions, provincial or local [YOUR COUNTRY LAW] and regulations, order of public authority, at the direction of Licensor and such requirements as may be stipulated by any public utility or other line owner, the details of which Licensee shall be solely responsible to obtain. If, in the conduct of such work, any change or alteration in pipelines, sewers, drains, conduits, fences, power signals or communication lines or other utility or Licensors facilities or other installation are necessary, either temporarily or permanently, the cost and expense of such change shall be borne entirely by Licensee.

All public notice boards and markers and the location of same must be approved by Licensor, which approval shall not be unreasonably withheld or delayed. Licensee shall ensure that such markers are placed at reasonable intervals and maintained as required, provided that no marker that, in the sole opinion of Licensor may become or is deemed to be a hazard shall be installed.


11.  PROPERTY PROTECTION

If, during the period of inspection, survey, design, construction, installation, operation, maintenance, repair, addition to, reinstallation, replacement, relocation or removal of the Project or any part thereof, Licensor deems it necessary to place watchmen, flagmen, inspectors or supervisors for the protection of the property and undertaking of Licensor, Licensee shall reimburse Licensor for the cost and expense of doing so, based upon the Actual Cost incurred by Licensor.

12.  ENTRY NOTICE

Licensee and its agents and contractors shall have the right to enter upon Licensors property to survey, design, inspect, construct, maintain, add-to, repair, replace, relocate or remove any part or portion of the Project or for any other reason related to the Project. Except for emergency situations, Licensee shall give [NUMBER] ([NUMBER]) days prior notice to Licensor at the address most recently known to Licensee. Should the situation require that Licensee excavate within or otherwise alter or disturb the Licensor Property or other land, such notice shall include (as applicable) copies of drawings showing the plan, elevation, details and method of the proposed construction, repair, replacement or any work. Methods and timing of all such works shall be subject to the approval of Licensor which approval shall not be unreasonably withheld or delayed. In emergency situations, Licensee shall notify Licensors Field Support Specialist orally and by facsimile transmission and then may enter Licensors property immediately after having received oral permission to do so from Licensor. Licensor shall have the right to change the designation of the person to be consulted in emergency situations by written notice to Licensee.


13.  RELOCATION OR REMOVAL OF PROJECT

If, at any time, it becomes necessary to relocate, remove, replace or change, even temporarily, the location of the Project or any part thereof, whether for the purposes of Licensee or Licensor, or any other authority having jurisdiction, to make changes in structures or facilities as would, in Licensors opinion, necessitate the moving and relocating of all or any part of the Project, Licensee shall, at Licensees cost and expense and subject to notice from Licensor as herein provided if the change is initiated by or through Licensor, relocate, remove, replace or change the location of or provide alternate means of support for the Project or such part thereof, within the time period specified in the said notice when applicable.

Licensor will Endeavour to give Licensee at least [NUMBER] ([NUMBER]) years prior notice of any relocation, removal, replacement or change initiated by or through Licensor. Where the circumstances do not permit the giving of such advance notice, Licensor may give such shorter notice as it deems reasonably expedient.

Should Licensee fail to remove, replace or relocate the relevant portion of the Project after receipt of such notice from Licensor, Licensor shall be entitled to effect the necessary removal, replacement or relocation and to be paid all costs or expenses incurred by Licensor in order to do so within [NUMBER] ([NUMBER]) days of receipt by Licensee of a written statement of Licensors Actual Cost therefor.

Licensor shall use its best efforts to apprise third parties who have a right to be on the Licensed Premises and whom Licensor may reasonably believe will negatively impact the physical integrity of the Equipment, Associated Equipment or Hardware, of Licensees presence along the Licensed Premises, shall provide such third parties with Licensees personnel contacts so that they may enter into direct contact with each other, and make such arrangements as Licensee and such third party may deem appropriate, including such matters as compensation for Licensees costs and expenses resulting from any relocation, removal, replacement or change in the location of its Equipment.


14.  RESTRUCTURING, DISCONTINUANCE, ABANDONMENT, MODIFICATION, OR SALE OF PROPERTY

Nothing in this License Agreement shall affect Licensors right to carry on its business and dispose of its assets in the normal course of its business, including without limitation the right to alter, reconfigure, relocate or remove property or other Hardware which may be housing or supporting the Equipment. Licensor shall Endeavour to give Licensee as much advance notice as possible and the parties shall reasonably cooperate to find a mutually satisfactory way of enabling the continued presence of the Equipment on Licensor Property to the fullest extent possible. Licensee shall be responsible for the costs and expense of relocating the Equipment in such instances and/or providing alternate means of support; provided, however, that Licensee may recover its costs and expenses as aforesaid from any other entity or third party if the relocation is made to accommodate such utility or telecommunications entity or any other third party, other than an authority having jurisdiction, but without any guarantee of success by Licensor.

Licensor shall have the right to assign this License Agreement and all of Licensors rights and obligations herein to an Affiliate or successor company, partnership or joint venture in the context of any reorganization or in the context of the sale of all or substantially all of its operations within a given territory, and no consent shall be required from Licensee in such circumstances, provided that the assignee has expressly agreed to be bound by all the terms and conditions of this License Agreement and has assumed all of Licensors obligations hereunder and that Licensor gives due notice of such assignment to Licensee.

Licensor shall also have the right to sell or otherwise dispose of all or any portion of the Licensor Property without obtaining the consent of, but upon giving notice to, Licensee if Licensor retains an easement and/or superficiary rights to protect the rights granted to Licensee under this License Agreement and makes such sale subject to such easement and/or superficiary rights. In such cases, Licensor shall also have the option to assign all or part of this License Agreement to the acquirer, provided that the assignee assumes all of Licensors obligations thereunder.

Should Licensor otherwise wish to sell or otherwise dispose of all or any portion of the Licensor Property in or upon which the Equipment is located, Licensor shall require that any such sale or disposition be subject to all existing rights of Licensee under this License Agreement with respect to such Licensed Premises or portion thereof, and that the acquirer enter into a separate assumption agreement with Licensee covenanting to be bound by all Licensors undertakings and obligations contained in this License Agreement, except as may otherwise be restricted or prohibited by any applicable legislation in force at the time.

Should Licensor discontinue or abandon its operations over the Licensed Premises or any portion of such Licensed Premises, Licensor shall give notice thereof to Licensee and shall one hundred and [NUMBER] ([NUMBER]) days after such notice be relieved from any obligation for maintenance of the land or any structure or material whatsoever located thereon.

Licensee acknowledges that, as a result of the discontinuance or abandonment of operations over all or a portion, Licensor may be required to transfer the ownership of the Licensor Property or any portion thereof in or upon which the Equipment is located as a result of a reversion clause or any similar clause contained in its deed of acquisition or its title to the property or may be required to transfer the ownership to the federal or a provincial, municipal or district government pursuant to statutory or regulatory requirements. In such cases, Licensee shall have no recourse against Licensor.

Any relocation of the Project contemplated by this Section 14 shall be effected in accordance with the provisions of Section 13.


15.  ABANDONMENT OR DISCONTINUANCE OF THE PROJECT

If at any time Licensee intends to or does abandon the use of the Project, Licensee shall so notify Licensor as soon as possible but in no event later than [NUMBER] ([NUMBER]) days from the date of discontinuance, in which case Licensor will have a first option to purchase the Project in its then condition at a price to be agreed upon within [NUMBER] ([NUMBER]) days from the date of Licensees said notice to Licensor. Should Licensor decide not to purchase the Project or should the parties fail to agree on the sale price of the Project within said [NUMBER] ([NUMBER]) day period, then Licensee shall have a further period of one hundred and [NUMBER] ([NUMBER]) days to sell the Project to a third party in accordance with the provisions of Section 20 hereof, provided that the sale price is not lower than the last price at which Licensee offered to sell the Project to Licensor. If Licensee succeeds in selling the Project to a third party, Licensor shall negotiate a new License in good faith with such third party purchaser on such terms and conditions as shall be agreed between them.
If Licensee does not succeed in selling the Project to a third party within the aforesaid [NUMBER] ([NUMBER]) day period, then Licensee shall, within a further period of [NUMBER] ([NUMBER]) days and at its own cost, risk and expense, remove the Project from the Licensor Property and restore the property to the condition existing prior to the construction of the Project and shall make good any damage caused to the Licensor Property and/or any other property of or used by Licensor by such removal. Alternatively, at the sole discretion of Licensor, Licensee may abandon any buried equipment in place, in which case same will become Licensors unencumbered property, but Licensee shall remain responsible for any damages or costs whatsoever that may be caused to or suffered by Licensor by such buried equipment and Licensee shall indemnify and hold harmless Licensor from and against any Claim of any nature resulting from the abandonment of any buried equipment, except that Licensee shall have no such responsibility for damage by Licensor and Licensee shall have no obligation to indemnify and hold harmless Licensor as aforesaid from and following such time as Licensor commences to use the abandoned equipment in whole or in part. Except for any Environmental Contamination resulting from the presence of any buried equipment, Licensees responsibility and obligation to indemnify and hold harmless Licensor as aforementioned is limited to a period of [NUMBER] ([NUMBER]) years after the abandonment of any such buried equipment.

The provisions of Article 15 apply mutatis mutandis to any damages or costs resulting from such abandonment. Upon the purchase of the Project or abandonment of the Project as aforesaid, the License applicable to such Project shall terminate and the Fee payable hereunder with respect to such Project shall thereupon cease.

In the event of discontinuance of the Project as aforesaid, Licensor shall have the right to require Licensee, at Licensees expense and regardless of the disposition of the buried equipment, to forthwith remove any and all Hardware and Associated Equipment from Licensor Property or, upon failure of Licensee to do so within a reasonable time, Licensor shall have the right to remove or cause to be removed such Hardware and Associated Equipment from Licensor Property at Licensees cost, risk and expense.


16.  TERMINATION

Upon the termination of the License applicable to the Project other than due to a default by Licensor, Licensor will have a first option to purchase the Project in its then condition at a price to be agreed upon within [NUMBER] ([NUMBER]) days from the date of termination of the License. Should Licensor decide not to purchase the Project or should the parties fail to agree on the sale price of the Project within said [NUMBER] ([NUMBER]) day period, then Licensee shall have a further period of [NUMBER] ([NUMBER]) days to sell the Project to a third party, provided that the sale price is not lower than the last price at which Licensee offered to sell the Project to Licensor. If Licensee succeeds in selling the Project to a third party, Licensor shall negotiate a new License in good faith with such third party purchaser on such terms and conditions as shall be agreed between them.

If Licensee does not succeed in selling the Project to a third party within the aforesaid [NUMBER] ([NUMBER]) day period, then Licensee shall, within a further delay of [NUMBER] ([NUMBER]) days and at its own cost, risk and expense, remove the Project from the Licensor Property and shall restore the Licensor Property to the condition existing prior to the construction of the Project and shall make good any damage caused to the Licensor Property and/or any other property of or used by Licensor by such removal.

Alternatively, at the sole discretion of Licensor, Licensee may abandon any buried equipment in place, in which case same will become Licensors unencumbered property, but Licensee shall remain responsible for any damages or costs whatsoever that may be caused to or suffered by Licensor by such buried equipment and Licensee shall and will, indemnify and hold harmless Licensor from and against any Claim of any nature resulting from the abandonment of any buried cable or buried equipment, except that Licensee shall have no such responsibility for damage by Licensor and Licensee shall have no obligation to indemnify and hold harmless Licensor as aforesaid from and following such time as Licensor commences to use the abandoned equipment in whole or in part. Except for any Environmental Contamination resulting from the presence of any buried cable or buried equipment, the responsibility and obligation to indemnify and hold harmless Licensor as aforementioned is limited to a period of [NUMBER] ([NUMBER]) years after the abandonment of any such buried equipment. The provisions of Article 16 apply mutatis mutandis to any damages or costs resulting from such abandonment. Upon the purchase of the Project or abandonment of the Project as aforesaid, the License applicable to such Project shall terminate and the Fee payable hereunder with respect to such Project shall thereupon cease.

If the termination of this License Agreement results from an event of default as defined in Section 23 hereof, then Licensor, upon termination, shall, at its option, either become the owner of the Project without compensation to Licensee or require Licensee to remove the Hardware and Associated Equipment at Licensees own cost, risk and expense, from Licensor Property and Licensee shall then restore Licensor Property to the condition existing prior to the construction of the Project and shall make good any damage caused to the Licensor Property by such removal.


17.  DAMAGES

Any damage done to the track, the ballast or to the Licensor Property by the construction, installation, operation, maintenance, repairs, reinstallation, replacement, relocation and removal of the Project or any part thereof, or any other work by or on behalf of Licensee, shall be repaired by Licensor and, except where the event giving rise to such repair is caused by any act, omission or negligence of Licensor, its employees, agents or contractors, shall be at the sole expense of Licensee, who shall reimburse Licensor for such expenses within [NUMBER] ([NUMBER]) days after receipt by Licensee of a written statement of such expenses.

18.  INDEMNIFICATION AND WAIVER

a.  Licensee will make no Claim against Licensor or any of Licensors employees, representatives or agents, for anything suffered or sustained by Licensee or Licensees employees, representatives, agents or invitees, or by any other person or corporation, which is based upon, arises out of or is connected directly or indirectly with the License hereunder or anything done hereunder or anything not done as required hereunder, or relating to Licensees entry upon the Licensor Property or any other entry permitted hereunder or in any manner relating to the existence of the Project on the Licensor Property, and hereby waives as against Licensor, Licensors employees, representatives and agents, all such Claims.

b.  Licensee will indemnify and save harmless Licensor from and against any and all Claims, by whomsoever made, brought or prosecuted, and from and against any and all loss, damages or expenses suffered or incurred by Licensor, Licensors employees, representatives or agents, and which are based upon, arise out of or are connected directly or indirectly with the License hereunder or anything done hereunder or anything not done as required hereunder, or relating to Licensees entry upon the Licensor Property or any other entry permitted hereunder or in any manner relating to the existence of the Project on the Licensor Property, including, without limitation, any third party Claims and any Claim arising from Environmental Contamination in connection with the Licensor Property or property adjacent thereto, as well as any Claims arising out of or pertaining to losses or damages sustained by third parties by reason of the relocation of the Project or otherwise.

c.  The waiver and indemnity given in the two preceding sub-sections shall not apply to the extent prohibited by law or to the extent that the said Claim is caused or contributed to by the negligence or wrongful acts of Licensor or its employees, representatives or agents.

d.  Except in case of gross negligence, where Licensee under any provision of this License Agreement or at law is liable to Licensor, such liability, notwithstanding any other provision of this License Agreement, shall be restricted to direct losses, damages and liabilities incurred by Licensor, and Licensee shall not be required to compensate Licensor for indirect or consequential damages, such as, but not limited to, loss of revenue or profit nor for loss of revenue or profit should same be considered or qualified as direct losses, damages, or liabilities.

e.  In the event of the occurrence of any event that Licensor asserts is an indemnifiable event pursuant to this Section, Licensor, as the indemnified party, shall notify Licensee, promptly. If such event involves the Claim of any third party and Licensee confirms in writing its responsibility therefore, Licensee shall have sole control over, and shall assume all expense with respect to, the defense, settlement, adjustment or compromise of such claim; provided, however, that:

i.  Licensor shall have the right to participate in the defense of such Claim and to employ counsel at its own expense to assist in the handling of such Claim;

ii.  Licensee shall obtain the prior written approval of Licensor, which shall not be unreasonably withheld or delayed, before entering into any settlement, adjustment or compromise of such Claim, if pursuant to or as a result of such settlement, adjustment, compromise or cessation, injunctive or other relief would be imposed against Licensor;

iii.  Licensee shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and Licensor shall be entitled to have sole control over, the defense or settlement of any Claim to the extent the Claim seeks an injunction or other equitable relief against Licensor which, if successful, could materially adversely affect the business, operations, assets, condition (financial or otherwise) or prospects of Licensor.

If Licensee does not assume sole control over the defense, settlement, adjustment or compromise of such Claim as provided in this Section, Licensor shall have the right to defend, settle, adjust and compromise the Claim in such manner as it may deem appropriate at the cost and expense of Licensee, and Licensee shall promptly reimburse Licensor therefore in accordance with this Section.

The obligations of both parties set out in this Section 18 shall continue to be enforceable notwithstanding the termination of this License Agreement.


19.  REPRESENTATIONS AND WARRANTIES

a.  Licensor represents and warrants to Licensee as follows:

i.  this License Agreement has been duly authorized, executed and delivered by Licensor and constitutes a valid, binding and legally enforceable agreement of Licensor; and

ii.  the execution and delivery of this License Agreement and the performance of the covenants and agreements herein contained are not limited or restricted by and are not in conflict with any contract, agreement or other instrument to which Licensor is bound.

b.  Licensee represents and warrants to Licensor as follows:

i.  this License Agreement has been duly authorized, executed and delivered by Licensee and constitutes a valid, binding and legally enforceable agreement of Licensee;

ii.  the execution and delivery of this License Agreement and the performance of the covenants and agreements herein contained are not limited or restricted by and are not in conflict with any contract, agreement or other instrument to which Licensee is bound;

iii.  its acquisition of the rights provided for hereunder and the installation of the Equipment are, to the best of its knowledge, in compliance with all applicable laws of Canada, including any regulation promulgated or enforced by any regulatory body which directly regulates Equipments and communications systems; and

iv.  the rights conveyed to Licensor in the use of the Equipment are capable of being exercised under all currently applicable laws and regulations without further action and any burden of complying with any such legal requirements shall be at Licensees expense.

c.  The parties hereby agree and acknowledge that Licensor makes no representation or warranty as to title, and that:

i.  The License granted hereunder is limited to whatever rights, title and interest Licensor has in the Licensed Premises. Subject to the foregoing, Licensor undertakes to defend such rights, title and interest in good faith against any contestation before the courts of first instance only, provided that where such defense is for the sole benefit of Licensee (including without limitation the protection or preservation of its rights hereunder or therein), such defense shall be at Licensees cost and expense;

ii.  Licensee agrees to exercise its rights under this License Agreement in a manner which does not interfere with existing prior rights of third parties who may be occupying or using any part of the Licensed Premises;

iii.  Licensor shall have no liability or obligation to Licensee (including without limitation any liability or obligation to refund any payment paid to Licensor by Licensee pursuant to this License Agreement) because of any dispossession of, ejectment from, or ouster of Licensee from any portion of the Licensed Premises or because of any failure of, defect in, or extinction of Licensors right, title or interest in and to the Licensed Premises or any part thereof;

iv.  Licensor shall use its best efforts to disclose to Licensee all information reasonably necessary for Licensee to design and construct the Equipment so that disruption of prior rights of third parties is minimized;

v.  Licensee shall not by reason of the present License acquire or assert any right, title or interest in or claim to the Licensed Premises which is adverse or superior to the right, title and interest of Licensor (or its successors or assigns) or to the right, title or interest of any third party therein, and Licensees rights under this License Agreement shall be subordinate to any mortgage, deed of trust, lien, hypothec or similar encumbrance on or in the Licensed Premises or any portion thereof which has been granted or which may hereafter be granted by Licensor; and

vi.  Upon the abandonment or termination of the use authorized pursuant to this License Agreement, title to the Licensed Premises shall be free and clear of all rights or claims of Licensee and its successors and assigns.
d.  The representations and warranties set forth above shall continue in full force and effect during the term of this License Agreement.

e.  Each party shall indemnify and save harmless the other of, from and against any losses, damage and costs (including legal costs) which the other may suffer or incur by reason of a breach by the indemnifying party of its representations and warranties set out above.


20.  ASSIGNMENT

Licensor may assign this License Agreement only in accordance with the provisions of Section 14 hereof. Neither this License Agreement nor the permission hereby granted shall be assigned or sub-licensed by Licensee without the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed. Without limiting or restricting, in any manner whatsoever, Licensors right to refuse the said consent on other reasonable grounds, it is expressly understood and agreed that the refusal by Licensor to grant such consent shall be deemed reasonable where the financial standing, reputation, business experience or type and quality of business of the proposed assignee or sub-licensee is not satisfactory to Licensor. Subject to the foregoing, this License Agreement shall extend to, be binding upon, and enure to the benefit of the parties hereto and their respective successors, assigns and sub-licensees.

Notwithstanding the foregoing, Licensee may assign this License Agreement and all of Licensees rights and obligations herein to an Affiliate or successor company, partnership or joint venture in the context of any reorganization, and no consent shall be required from Licensor in such circumstances, provided that there is no change of control, that the assignee has expressly agreed to be bound by all the terms and conditions of this License Agreement and has assumed all of Licensees obligations hereunder, and that Licensee gives due notice of such assignment to Licensor.


21.  PERMITS

Licensee, at its sole cost and expense, shall secure and maintain in effect all federal, [state/provincial], municipal and local permits and licenses required for the construction, installation, operation, maintenance, repair, reinstallation, replacement, relocation and removal, as the case may be, of the Project, including, without limitation, zoning, building, health, environmental or communication permits or licenses, and shall indemnify Licensor against payment of the cost thereof and against any fines and penalty that may be levied for failure to procure or to comply with such permits or licenses as well as any remedial cost to cure violations thereof. Licensee shall continue to comply with all applicable law of [COUNTRY], including any regulation promulgated or enforced by any regulatory body which directly regulates copper cable systems and communications systems throughout the Term hereof.


22.  TAXES

Licensee agrees that, if it is determined by any federal, [state/provincial], municipal or local governmental authority that the erection, use or existence of the Project, or the sale, acquisition, license, authorization, transfer (except to Licensor) and disposition of any part or portion of the Project, or rights herein described require the payment of any tax (including sales, real property, personal property, business tax, under any statute, law, ordinances, regulations, rules, codes, orders, but excluding any tax on or calculated with respect to the net income or the capital of Licensor), Licensee shall pay the same, plus any penalty or interest thereon, directly to said taxing authority and shall hold Licensor harmless therefrom, as well as indemnify Licensor for and hold Licensor harmless from all costs of defense of any such tax Claim.

Licensee shall either pay directly to the taxing authority or reimburse to Licensor, as appropriate under the circumstances, all taxes levied or assessed upon Licensor lands solely due to Licensees occupation or use thereof, its use or erection of the Project or on account of its existence or use, and shall indemnify and hold harmless Licensor with respect to the payment thereof. Licensee shall have the right to make claims and Licensor shall cooperate with Licensee in the prosecution of such claims for refund, rebate, reduction or abatement of any such taxes. Any services provided by Licensor to Licensee in the prosecution of such claims shall be charged to Licensee at rates to be mutually agreed upon. Licensor shall pay all taxes levied or assessed upon the Licensor Property other than those which are the responsibility of Licensee hereunder and in the event the Licensor Property becomes the subject of a tax notice or tax sale proceeding, Licensee may, after giving Licensor [NUMBER] ([NUMBER]) days prior written notice, pay such taxes and Licensor shall indemnify Licensee for such payment.

The parties acknowledge that the amounts due hereunder have been calculated without including an amount for value added, goods and services or similar taxes which may be imposed on such amounts. In addition to the amounts due to Licensor under this License Agreement, Licensee shall pay to Licensor any value added, goods and services or similar tax which may be imposed on such amounts pursuant to any federal, provincial or municipal legislation which is or may be enacted.

Licensee acknowledges and agrees that it is solely responsible for reporting the installation of the Equipment and Associated Equipment and Hardware and the costs thereof to the appropriate assessment or taxing authorities. Licensee acknowledges and agrees that, if and when required by [YOUR COUNTRY LAW] to do so, Licensor may inform the appropriate assessment or taxing authorities of the presence of the Equipment and Associated Equipment and Hardware upon, along, in, under or over the Licensor Property, and that such assessment or taxing authorities may as a result thereof - or otherwise - create separate assessment, taxation folio(s), roll number(s), as the case may be, for the Equipment and Associated Equipment and Hardware. In such a situation, Licensee will not dispute Licensors authority to so inform the assessment or taxing authorities nor the creation of any such separate assessment, taxation, folio(s) or roll number(s) unless Licensee is prepared to undertake such dispute at its sole cost and risk and indemnify Licensor from and against any increase in the taxes that would have been otherwise payable by Licensor had Licensee not disputed such assessment, etc.


23.  DEFAULT

An event of default shall occur under this License Agreement when Licensee breaches or fails to perform or comply with any covenant, provision or agreement hereunder. No default under this Article [NUMBER] shall be deemed to have occurred unless written notice thereof setting forth the facts of such default has been given to Licensee and Licensee has not, within [NUMBER] ([NUMBER]) days thereafter, cured or caused to be cured such default. In case of emergency, the aforementioned notice may be given orally, and a default is deemed to have occurred if Licensee has not cured or caused to be cured such default within [NUMBER] ([NUMBER]) hours thereafter. For the purposes hereof, an emergency shall mean and include any situation which, in Licensors reasonable opinion at the time it makes the determination, causes an immediate and serious threat to the Licensor Property, the safety of its employees or agents, or the normal pursuit of its operations. When an event of default occurs, Licensor may:

a.  perform the obligation of Licensee (including the payment of any monies due or owing by Licensee) and, in such event, Licensee shall, within [NUMBER] ([NUMBER]) days of a demand therefor by Licensor, repay all amounts so expended by Licensor in complying with such obligation together with interest thereon at the annual rate charged by the [COMPANY NAME] to its prime commercial borrowers plus [PERCENTAGE %] percent ([PERCENTAGE %]) from the date that any such amounts are incurred by Licensor until the date when paid, or;

b.  in the event such default is material, in addition to the preceding remedy, terminate the License applicable to the Project subjected to the default, with a delay of [NUMBER] ([NUMBER]) days following the giving of notice to Licensee of its intention to terminate such License unless Licensee shall, before the expiry of said [NUMBER] ([NUMBER]) day delay, take bona fide steps to remedy the default which has given rise to the right to terminate the License applicable to the Project subjected to the default.

Where the default is of such nature that it cannot be reasonably cured within the aforementioned delays, such default shall be deemed to be cured if Licensee shall have commenced to cure or caused to be cured such default and such curing of the default shall be proceeded to completion with utmost diligence.
Notwithstanding the foregoing, if the default results from an Event of Force Majeure, Licensor shall not have the right to terminate the License applicable to the Project, but may pursue any other remedies as may be available to it in law or in equity.

In the event the License is terminated under this Section, all monies paid by Licensee for the payments of such License will be kept by Licensor as liquidated damages. This liquidated damages clause shall apply mutatis mutandis if Licensee decides, for any reason whatsoever, to terminate the License before the expiry of the Term. Such remedy shall be in addition to Licensors rights under the project bond referred to in Section 2 hereof.


24.  CONFIDENTIAL INFORMATION

The parties understand and agree that this License Agreement and all materials, maps, engineering documents, construction plans and other technical information as may be necessarily exchanged between them in fulfilling the provisions and intent of this License Agreement, are and shall be confidential. Each party shall, and shall exercise all of its powers so as to ensure that its Affiliates, directors, officers and employees shall keep secret all confidential information of the other party made known to such party and which has been clearly identified in advance as confidential by the owner thereof, including without limitation this License Agreement, and shall not disclose any such confidential information except as authorized by the respective owner. This obligation shall continue to bind any party after it shall cease to be a party for whatever reason and shall survive termination of this License Agreement but such obligation of confidentiality shall not apply:

a.  to a disclosure to a person who knew the confidential information prior to its being disclosed;

b.  to information which comes into the public domain without any breach of the provisions of this Section;

c.  to a disclosure of information which is disclosed on a confidential basis to consultants or advisers of a party who have a bona fide need to know, including without limitation to assist that party in the carrying out of the terms of this License Agreement;

d.  to a disclosure of information which is disclosed to any governmental authority having jurisdiction over any aspect of the performance of this License Agreement;

e.  to a disclosure of information which is disclosed in compliance with any applicable law or regulation or order or decision of a Court or other authority having jurisdiction;

f.  to a disclosure of information which is disclosed in proceedings taken by any party for the enforcement of any of its rights and remedies under this License Agreement;

g.  to a disclosure of information which is disclosed on a confidential basis to any financial institution
with which such party has dealings;

h.  to a party which is a successor or an assignee or sub-licensee pursuant to Section 13 or 20 hereof; or

i.  to a disclosure of information to a third party contractor or utility relating to the location of the Project in order to prevent damage to or interference with the Project due to work to be carried on in the area of the Project; provided that in making any disclosure pursuant to sub-sections 24(c) through 24(i) above, the disclosing party shall use its best efforts to cause the confidentiality of the disclosed information to be maintained by the recipient thereof.


25.  EXPROPRIATION

If any portion of the Licensor Property in or upon which the Project is located become the subject of expropriation proceedings, Licensees interest in the Project shall be severed from Licensors interest in such proceedings, and the parties shall seek to have any expropriation award specifically allocated among Licensees interest and Licensors interest. Licensor shall immediately notify Licensee of any expropriation action (or threatened action) initiated against the Licensor Property in or upon which the Project is located, of which Licensor is aware, or any proposed sale in lieu of expropriation.
26.  INSURANCE

Licensee shall acquire and maintain or cause to be acquired and maintained at all times during the term of this License Agreement a policy of comprehensive general liability insurance, with an inclusive limit of not less than [AMOUNT] ($[AMOUNT]) or such other increased amount as Licensor may reasonably require from time to time, insuring Licensee against liability arising out of or operations under this License Agreement, and shall specifically by its wording or by endorsement:

i.  name Licensor as an additional insured;

ii.  provide a cross liability clause;

iii.  extend to insure the liabilities of Licensee pursuant to Section 19 hereof; and

iv.  stipulate that the insurer will provide Licensor with [NUMBER] ([NUMBER]) days prior written notice of any material change to or cancellation of the policies of insurance.

The insurance policies contemplated hereby shall be acceptable to Licensor and shall contain an endorsement which provides that Licensor shall be given not less than [NUMBER] ([NUMBER]) days written notice in advance of any cancellation, termination, change or amendments restricting coverage.

Furthermore, Licensee shall maintain workers compensation insurance which fully meets the requirements of any workers compensation law (including any occupational disease [YOUR COUNTRY LAW]) in force in [COUNTRY] or in the [states/provinces] thereof in which the Project is located.
Licensee shall furnish Licensor with a copy thereof or a certificate of insurance evidencing all the coverage above stipulated. It is further provided and agreed that any insurance coverage acquired hereunder by Licensee will in no manner restrict or limit the liabilities assumed by Licensee hereunder.
27.  ENVIRONMENT

Upon the granting of the License, Licensee shall be deemed to have acknowledged that it has inspected the applicable Licensor Property and conducted an investigation of current and past uses of such Licensor Property and that Licensee has not relied on any representations by Licensor concerning any condition of the Licensor Property, environmental or otherwise. Licensor shall be deemed never to have made any representations or warranties whatsoever regarding the fitness of the Licensor Property for any particular use regarding the presence or absence upon or under such Licensor Property or any surrounding or neighboring lands of, or the leakage or possible leakage or emission from or onto the Licensor Property of contaminant or any toxic hazardous, dangerous or potentially dangerous substance or condition.

Licensee shall be responsible for any Environmental Contamination it causes as a result of the Project and shall indemnify and save harmless Licensor from and against any and all costs, expenses, damages, claims, awards, orders and judgments in respect thereof. The Equipment itself shall not be considered to be a contaminant unless expressly declared to be so by a statutory or regulatory provision or in the exercise of its proper authority or discretion by an authority having jurisdiction.

Licensee shall immediately take all measures which Licensor, in its sole discretion, may consider necessary to keep the Licensor Property in an environmentally clean state and clear of all Environmental Contamination resulting from Licensees occupation or use of the Licensor Property. Licensee shall be solely responsible for the cost of all work carried out to correct any Environmental Contamination which occurs on other lands as a result of Licensees occupation or use of the Licensor Property.

If Licensee should fail to correct any Environmental Contamination for which it is responsible pursuant to the terms hereof to the satisfaction of Licensor or of any public authority having jurisdiction, Licensor may charge Licensee from time to time for all the costs incurred by Licensor in correcting such Environmental Contamination, plus [PERCENTAGE %] percent ([PERCENTAGE %]) for overhead, and Licensee shall pay Licensors invoice or invoices for such costs within [NUMBER IN LETTERS] ([NUMBER]) days of receipt of each invoice. In the event such remedial work is carried out by any public authority, the cost of such work shall be borne by Licensee.

Licensee shall comply with the provisions of any federal laws and regulations, and to the extent Licensee is subject thereto, of any provincial, county or municipal laws and regulations, concerning the environment. If any public authority having jurisdiction with respect to environment protection, or fire protection, requires the installation of equipment or apparatus, Licensee shall take such measures as may be required by such public authority and shall be solely responsible for the cost of all work carried out to comply with the requirements of a public authority.

Upon termination of the License, Licensee shall leave the Licensor Property free of any Environmental Contamination resulting from Licensees occupation or use of the Licensor Property.
The responsibility of Licensee with respect to environmental obligations contained herein shall continue to be enforceable by Licensor notwithstanding the termination of this License Agreement.


28.  NOTICES

Except as otherwise provided in this License Agreement, any demand, notice, invoice, authorization or other communication to be given to a party in connection with this License Agreement shall be given in writing and shall be given by personal delivery, by registered mail or by telecopy addressed to the recipient as set forth as follows or to such other address, individual or telecopy number as may be designated by notice given by the party to the others:

if to Licensee:

[COMPANY NAME]
[FULL ADDRESS]
Attention: [NAME]
Facsimile: [FAX NUMBER]

if to the Licensor:
Licensor:
[YOUR COMPLETE ADDRESS]
Attention: [NAME]
Facsimile: [YOUR FAX NUMBER]

Any demand, notice, invoice or other communication given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered mail, on the third business day following the deposit thereof in the mail and, if given by telecopy, on the day of transmittal thereof if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day. If the party giving any demand, notice or other communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of mail, any such demand, notice or other communication shall not be mailed but shall be given by personal delivery or by telecopy.


29.  GOVERNING LAW; ATTORNMENT

This License Agreement shall, in respect of each and every portion of the Equipment, be interpreted and construed in accordance with the laws of the [State/Province] of [STATE/PROVINCE] and the laws of [COUNTRY] applicable therein and the parties hereby attorn to the non-exclusive jurisdiction of the Courts of the [State/Province] of [STATE/PROVINCE] sitting in the City of [CITY].


30.  REGISTRATION

This License Agreement shall not be registered by Licensee against title to the Licensor Property or otherwise, and any such registration by Licensee shall automatically constitute an event of default hereunder.


31.  DISCHARGE OF LIENS

Licensee covenants and agrees that it shall not create or permit to remain, but will remove and discharge or cause to be removed and to be discharged promptly at its cost and expense any lien, encumbrance, charge, claim of lien, privilege, hypothec or mortgage upon the Licensor Property in or upon which the Project is located, which arises out of the use hereunder by Licensee or by reason of labor, material or services furnished or claimed to have been furnished for Licensee under this License Agreement.


32.  GENERAL PROVISIONS

a.  The rights, duties, obligations and liabilities of the parties pursuant to the relationship created pursuant to this License Agreement shall be limited to those rights, duties, obligations and liabilities set out in this License Agreement. Nothing herein contained shall be construed to create a partnership or joint venture between the parties. Except as expressly authorized by the terms and conditions hereof, nothing herein contained shall be construed to authorize a party to act as the agent of any other party, or to permit any party to act on behalf of or bind any other party.

b.  Each of the parties agrees to execute and deliver all such other additional instruments and documents and to do such other acts and things as may be necessary more fully to effectuate this License Agreement and the relationship created hereby.

c.  The headings used in this License Agreement are for reference purposes only and do not constitute substantive matter to be considered in construing the terms of this License Agreement.

d.  Any provision in this License Agreement which is prohibited or unenforceable in whole or in part in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

e.  Pursuit by a party of any of the remedies provided for in this License Agreement shall not preclude pursuit by it of any other remedies provided by law or in equity, nor shall it constitute a forfeiture or waiver of any amount due to it or of any damages accruing by reason of the violation of any terms, provisions and covenants contained in this License Agreement.
f.  No waiver by any party of the performance of any provision, condition or requirement herein shall be deemed to be a waiver of, or in any manner release the other parties from, performance of any other provision, condition or requirement herein; nor deemed to be a waiver of, or in any manner, release the other parties from future performance of the same provision, condition or requirement; nor shall any delay or omission by any party to exercise any right hereunder in any manner impair the exercise of any such right or any like right accruing to it thereafter.

g.  Unless otherwise specified herein, all dollar amounts referred to in this License Agreement are in [CURRENCY] funds.

h.  This License Agreement, including the attachments, constitutes the entire agreement among the parties and there are not and shall not be any verbal statements, representations, warranties, undertakings, or agreements between the parties purporting to vary its terms, and this License Agreement may not be amended or modified in any respect, except by written instrument signed by the parties hereto.

i.  Licensee and Licensor will each appoint a senior commercial manager to interface with each other.

j.  Both parties have requested and agreed that this License Agreement and all documents ancillary thereto be drawn up in the English language;


IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


LICENSOR             LICENSEE



                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title


SCHEDULE A
LOCATION & EQUIPMENT DESCRIPTION




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