A.The Owner Owns the Property (As Defined in This Licence)

LICENCE dated  20 

BETWEEN:

1.  of  (the “Owner”); and

1.  of  (the “Licensee”).

BACKGROUND:

A.The Owner owns the Property (as defined in this Licence).

B.The Licensee [carries on the business of / is engaged in]  [1].

C.The Owner wishes to make available part of the Property for temporary use by the Licensee but so that the Licensee does not acquire any interest in the Property whether legal or beneficial.

D.The Owner and the Licensee have therefore agreed to enter into a licence agreement (the “Licence”) for part of the Property subject to the terms and conditions set out below.

IT IS AGREED between the Owner and the Licensee as follows:

1. Definitions and Interpretation
2. In this Licence:

1.2 Any obligation to pay money refers to a sum exclusive of VAT charged on it and any such VAT is payable in addition.

1.3 Headings appearing in this Licence are for reference only.

1. Licence and Licence Fee
2. In consideration of the Licence Fee and the terms and conditions of this Licence, the Owner authorises the Licensee to enter on and use the Licensed Area for the Permitted Use for the Licence Period subject to the provisions for earlier termination contained in this Licence.
3. [The Licensee may also use the areas of the Property that are designated for common use from time to time by the Owner or its agents during the usual business hours for the Property.][2]
4. This Licence does not give the Licensee exclusive possession of any part of the Licensed Area and the use of the Licensed Area by the Licensee is for the temporary convenience of the Licensee only. The Owner is entitled to enter onto and use the Licensed Area at any time and nothing in this Licence shall restrict the possession, occupation, management and control of the Licensed Area by the Owner[3].
5. This Licence is personal to the Licensee and it cannot be transferred or otherwise disposed of. The Licensee is not entitled to permit anyone, other than those employed by, or having business with, the Licensee to have access to the Licensed Area.
6. Nothing in this Licence shall establish any partnership or joint venture or create or be deemed to create the relationship of landlord and tenant between the Owner and the Licensee nor shall this Licence be construed as creating a transfer of a property interest to the Licensee nor any greater interest in the Licensed Area in favour of the Licensee than a bare licence on the terms set out in this Licence.
7. The Owner may, if it requires, during the Licence Period designate another part of the Property (the “New Location”) to be the Licensed Area for the purpose of this Licence if the New Location provides similar accommodation to that previously used by the Licensee to the intent that from such time as the Owner may designate the New Location then in the interpretation of the Licence the New Location shall be the Licensed Area for the purposes of the Licence.
8. The Licensee shall pay the Licence Fee in advance [on  for the duration of this Licence].
9. No right of renewal or extension of this Licence exists or shall be deemed to exist.
10. Licensee’s Obligations

The Licensee agrees and undertakes with the Owner:

3.1 To pay to the Owner the Licence Fee in the manner specified in clause 2.7.

3.2 In addition, to pay to the Owner within seven days of demand:

3.2.1 the Service Contribution;

3.2.2 the reasonable costs incurred by the Owner in relation to the provision of gas, electricity supply, rates and other services provided to the Licensed Area in so far as same are not included in the Service Contribution; and

3.2.3 interest at the annual rate of  on any sums required to be paid under this Licence if and for so long as those sums are not paid in the manner required by this Licence.

3.3 Not to damage the Licensed Area, the decorations, furniture or furnishings therein and to keep the Licensed Area in a clean and tidy condition at all times.

3.4 To use the Licensed Area for the Permitted Use only.

3.5 Not to invite the public generally to come to the Licensed Area save for any persons employed by, or having business with, the Licensee or in connection with the Permitted Use.

3.6 To observe any security and other regulations for the use of the Licensed Area which the Owner or its agents make from time to time.

3.7 Not to use the Licensed Area, or any part of it, for activities which are dangerous, offensive, noxious, noisome, illegal or immoral, or which are or may become a nuisance or annoyance to the Owner or to the owner or occupier of any neighbouring property, nor allow anyone else to do so.

3.8 Not to act in any way which will or may result in the insurance of the Licensed Area or the Property being void or voidable, or in the premium for them being increased nor to allow anyone else to do so.

3.9 To comply in all respects with the provisions of all laws relating to the Licensee’s use and occupation of the Licensed Area and not to do anything by reason of which the Owner may under any law incur or have imposed upon it any penalty damages compensation or costs.

3.10 To notify the Owner immediately in writing of every notice received at the Licensed Area from any local authority or otherwise and to comply with such insofar as the Licensee is liable to do in accordance with this Licence.

3.11 Not to display any notice or advertisement either on the outside of the Licensed Area or the Property or which is visible from outside it save with the prior written approval of the Owner.

3.12 To keep the Owner fully indemnified from and against all actions, proceedings, costs, damages, expenses, claims, demands and liabilities arising in any way directly or indirectly out of:

3.12.1 any act, default, omission, or negligence of the Licensee or any person in and on the Licensed Area with the Licensee’s authority or by the Licensee’s invitation;

3.12.2 any act, default, omission or negligence of the Licensee (or any persons with the Licensee’s authority or invitation) in or on other areas adjacent to or in the vicinity of the Licensed Area over which the Licensee may have rights of access or use;

3.12.3 the Permitted Use; and

3.12.4 any breach by the Licensee’s of its obligations, its undertakings, the conditions or other provisions contained in the Licence.

3.13 To effect and keep in force during the currency of this Licence such public liability, employer’s liability and other policies of insurance (to the extent that such insurance cover is available) as may be necessary to cover the Licensee against any claim arising under clause 3.12 and to extend such policies of insurance so that the Owner is indemnified by the insurers in the same manner as the Licensee.

3.14 To produce to the Owner whenever required to do so by the Owner the policy or policies effected in compliance with clause 3.13 together with satisfactory evidence that the same is/are valid and subsisting and that all premiums due thereon have been paid.

3.15 To notify the Owner in writing of any damage, howsoever occasioned, to the Licensed Area or to any personal property of the Owner on the Licensed Area immediately on becoming aware of same.

3.16 To pay to the Owner on demand the amount of any insurance monies in respect of the damage to the Licensed Area, the Property and/or the personal property of the Owner which cannot be recovered by reason of any act, default, omission or negligence of the Licensee, its servants, agents, licensees or invitees.

3.17 To observe and comply with all reasonable requirements and regulations issued by the Owner or its agents in respect of the Property.

3.18 Not to carry out any alterations whatsoever without the prior written consent of the Owner.

3.19 When the Licence terminates, to reinstate the Licensed Area to its condition at the commencement of this Licence and to remove from the Licensed Area all of the Licensee’s effects and making good any damage thereby occasioned to the Licensed Area, the Property or any part of it to the satisfaction of the Owner.

3.20 Not to attempt to deal with or dispose of the rights granted by this Licence (including for the avoidance of doubt the mortgaging or charging of this Licence) and not to share possession of the Licensed Area with any third party (save as directed by the Owner or its agents).

3.21 Not to place or permit to be placed any bicycle, dustbin or other obstruction of any nature in or upon the hall, landings, stairways, paths or approaches leading to the Licensed Area and not to place any refuse on or about the Licensed Area or the Property.

1. Personal Property of the Licensee

The Owner is not and shall not held to be liable for any loss or damage to the personal property of the Licensee, its servants, agents, licensees or invitees howsoever arising which shall be taken on to the Licensed Area at the Licensee’s sole risk and no claims shall be taken against the Owner in this regard.

1. Termination
2. This Licence shall terminate automatically at the end of the Licence Period or, if earlier, upon:
3. the Licensee being in breach of any of its obligations, its undertakings, any conditions or other provisions imposed upon it by this Licence; or
4. the expiration of two months written notice to the Licensee by the Owner.
5. Termination under any of the provisions of clause 5.1 shall not affect the Owner’s rights against the Licensee for any prior breaches of this Licence.
6. Notices[4]
7. Any demand or notice required to be made, given to, or served on the Licensee is duly and validly made, given or served if addressed to the Licensee and delivered personally, or sent by prepaid registered or recorded delivery mail, addressed to its registered office or to the Licensed Area.
8. Any notice required to be given or served on the Owner is duly and validly given or served if sent by pre-paid registered or recorded delivery mail, addressed to the Owner at its registered office.

IN WITNESS of which this document has been executed and delivered on the date first written above.

Map

Dated the day of 2014



Licensor

-AND-



Licensee

______

LICENCE

Premises at



______

[1] Insert details of the purpose to which the licensed area is to be put.

[2] Insert if appropriate.

[3] Together with the Licence being personal to the Licensee and the Licensee not being in exclusive possession, the ability of the Owner to operate and exercise domain over the Licensed Area is an important differential between a licence and a lease. Accordingly, attempts to delete this wording should be resisted. Ideally, a client should be advised to exercise domain over the Licensed Area to avoid any implication that a Lease exists.

[4] As drafted, this clause envisages corporate entities as Owner and Licensee. Amendments may be required if this is not the case.