CONSENT TO LICENSE AGREEMENT
ThisConsent to License Agreement (this “Consent”) isexecuted as ______of 201_ (the “Effective Date”),between[______],a[______](“Landlord”),and [______], a[______] (“Tenant”).
RECITALS:
A.Landlord and Tenantenteredinto a[describe Lease Agreement]dated as of ______, 201[__] (the “Lease”), under whichLandlordis leasing to Tenant[Insert square footage of Tenant's space] rentable squarefeetofspaceintheofficebuildinglocatedat[Insert address of Building] (the “Premises”). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Lease.
B.Tenant desires, from time to time, to license portions of the Premises to third party licensees (each, a “Licensee” and collectively, the “Licensees”) upon the terms and conditions set forth in the standard form License Agreement substantially in the form attached hereto as Exhibit A (the “License Agreement”).
AGREEMENTS:
For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Consent. Subject to the terms and conditions containedin this Consent and notwithstanding anything contained in the contrary in the Lease, Landlord hereby consents to the license by Tenant of less than [50%], in the aggregate, of the Premises to third party licensees to use portions of the Premises as shared space (each, a “Licensed Area”) in accordance with a license agreement to be entered into between Tenant and such Licensee in substantially the form of the License Agreement. Any such license agreement shall not require Landlord’s consent under the Lease, but Tenant shall be required to provide Landlord with a copy of each such license agreement. Tenant shall be fully responsible for the conduct of such Licensees within the Licensed Area.
2.No Waiver. Landlord's consent contained hereinshall not waive its rights as to any subsequent assignment, sublease, or other transfer and shall not be construed as a consent to any modifications of the terms of the Lease contained in the License Agreement(if any) unless suchmodificationsare expresslyset forth in this Consent.
3.No Obligations Created. Each of the parties to this Consentagree and acknowledge that Landlord shall have no obligation or liability under the terms of the License Agreement. Without limiting the generality of the foregoing, Landlord shall have no liability under (and shall not be bound by) any modifications, deletions or waivers of any provision of the Lease which Landlord has not agreed to specifically in writing. Nothing in this Consent or otherwise shall create privity of estate between Landlord and any Licensee.
4.Condition ofLicensed Premises. Landlordmakesnorepresentationsor warranties, express or implied, concerning the condition of the Licensed Area.
5.Binding Effect; Governing Law. Except as modifiedhereby, the Lease shall remain in full effect and this Consent shall be binding upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of this Consent and the terms of the Lease, the terms of this Consent shall prevail. This Consent shall be governed by the laws of the state in which the LicensedArea is located.
6.Amendment; Entire Agreement. ThisConsent shallnot be amended or modified except by an instrument in writing signed by all the parties hereto and this Consent contains all of the agreements, understandings, representations and warranties of the parties with respect to the subject matter hereof.
7.Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute one document.
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This Consent is entered into by Landlord and Tenant and made effective as of the Effective Date.
LANDLORD:
[______],
a______
By:______
Name: ______
Title: ______
Tenant:
[______],
a ______
By:______
Name: ______
Title: ______
EXHIBIT A
[insert DASH License here]
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