Pop-Up Shop Agreement - Northwood University Forms

This Pop-Up License Agreement (“Agreement”), is made as of submitted date (the “Effective Date”) by and between Northwood University, a Michigan nonprofit corporation, of 4000 Whiting Drive, Midland, Michigan 48640 (“Licensor”) and (“Licensee”) based on the following facts:

Licensor owns real property known as 4000 Whiting Drive, Midland, Michigan 48640 (the “Property”); and
Licensee desires to use a portion of the property located in the HACH Student Activity Center (“Licensed Premises”) in connection with the Licensee’s retail activities; and
Licensor is willing to grant the Licensee a temporary, revocable license to utilize the Licensed Premises for the purpose set forth herein, subject to and conditioned upon the following terms and conditions.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee agree as follows:

Grant of License. Licensor hereby grants to Licensee a temporary, revocable license during the Term to enter and exit the Property and to use the Licensed Premises for the limited purpose of operating a retail location. Licensee agrees that it shall be responsible to Licensor for any breach of this Agreement or any act or omission by its agents, contractors, or invitees using the Licensed Premises under the Licensee.
Term of License. The term of this Agreement shall be as set forth on Exhibit B (the “Term“). Notwithstanding the foregoing, Licensor may terminate this Agreement prior to the expiration of the Term immediately upon written notice if Licensee breaches any obligation, representation, or warranty hereunder.
License Fee. Licensee shall pay Licensor the amount set forth on Exhibit B (“License Fee“), due and payable upon the signing of this Agreement.
Buildings or Structures. Licensee shall not erect any permanent buildings or other structures on the Property.
No Interest or Estate. Licensee expressly agrees that it does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Property of Licensor by virtue of the rights granted under this Agreement or its occupancy or use under this Agreement.
Condition of Property Not Warranted. Licensor will have no obligation to perform any work at the Licensed Premises, and Licensee acknowledges that it has accepted the Licensed Premises in its “AS IS” condition, and that Licensor has made no representation or warranty, express or implied, concerning the condition of the Licensed Premises, including, but not limited to, any warranty of fitness for any particular purpose.
Care of Property. Licensee agrees and covenants to properly care for the Licensed Premises, and on the termination of this Agreement, to peaceably surrender possession of the Licensed Premises to Licensor in as good order and condition as such Licensed Premises was at the time of Licensee’s entry on such Licensed Premises under this Agreement, ordinary wear and tear excepted. Licensee shall remove all fixtures, equipment, refuse, or other things placed by Licensee, its agents, guests, invitees, or licensees on the Licensed Premises, and if Licensee shall fail to do so, Licensor may make such removal at Licensee’s expense. Licensee shall cooperate with Licensor and its employees, including Licensor’s security personnel, in implementing the provisions of this Agreement.
No Nuisance. Licensee shall not use the Licensed Premises for commercial purposes other than the use specified in Section 1 of this Agreement and shall not permit any of Licensee’s guests, invitees, or licensees to perform any disorderly conduct or commit any crime or waste on the Licensed Premises. Licensee shall not permit any objectionable odor or noise to be emitted, or permit anything that tends to create a nuisance, or disturb others, or injure the reputation of Licensor or Property. Licensee shall not keep as a guest, invitee or licensee any person objectionable to Licensor and shall remove any such guest, invitee or licensee upon the request of Licensor. Licensee shall not permit or allow any alcoholic beverages to be consumed, dispensed, sold, or provided on the Licensed Premises during the Term of this Agreement.
Compliance with Laws; Fire Protection. Licensee shall comply with all applicable laws, rules and regulations, whether federal, state, county or municipal, relating to Licensee’s activities on the Licensed Premises and shall be responsible for all actual expenses and costs associated with its obligation to comply with all applicable laws, rules, and regulations (including without limitation permit, license, and inspection costs assessed by any governmental authority). Licensee shall take all reasonable precautions to prevent or suppress fires in connection with Licensee’s activities on the Licensed Premises.
Indemnification. Licensee shall defend, indemnify and hold harmless Licensor and Licensor’s respective officers, directors, trustees, agents, and employees from and against any and all claims, demands, causes of action, losses, damages, or liability for government fines or penalties, personal injury, property damage, or loss of life or property resulting from, or in any way connected with, directly or indirectly, Licensee’s activities under this Agreement or Licensee’s breach of any obligation hereunder, except liability for personal injury, property damage, or loss of life or property to the extent caused by the negligence or willful misconduct of Licensor or any other person. The indemnification obligations set forth in this Section shall not be limited and shall survive termination of this Agreement.
Insurance. During Licensee’s use of the Licensed Premises, Licensee shall, at Licensee’s expense, maintain with an insurance carrier acceptable to Licensor and having an A.M. Best rating of “A-” or better, commercial general liability insurance (including contractual liability, personal injury, broad-form property damage, extended liability, and products coverage) insuring against death and/or injuries sustained or claimed to have been sustained on or about the Property or directly or indirectly arising out of Licensee’s business on the Property. The insurance shall be in an amount not less than One Million Dollars ($1,000,000.00) for each occurrence of bodily injury and/or property damage and shall be an “occurrence” policy, not a “claims-made” policy. In addition, the policy must include Two Million Dollars ($2,000,000.00) aggregate. The Licensor shall be named as an additional insured in the Licensee’s policies of insurance. Licensee shall furnish to Licensor certificates of insurance showing that Licensee has complied with all requirements of this Section. The certificates shall be supplied at any other times requested by Licensor.
Environmental. Neither Licensee nor Licensee’s contractors, agents, employees, invitees and guests shall generate, release, store or dispose of hazardous materials, as defined by federal, state or local statutes, ordinances, rules or regulations (“Hazardous Materials“), at, upon, under or within any portion of the Licensed Premises. Licensee shall notify Licensor immediately in the event of any discharge or discovery of any Hazardous Material, at, upon, or under, the Licensed Premises which is not in compliance with such laws, rules and regulations. Licensee shall defend, hold harmless and indemnify Licensor against and from any damage, loss, expenses or liability resulting from the violation of this Section, including all attorneys’ fees and costs incurred as a result thereof. All of the covenants and indemnities of this Section shall survive the termination of this Agreement.
Miscellaneous. Licensee’s privileges, grant of license and permission under this Agreement shall not be assigned or sub-licensed by Licensee in whole or in part. Any attempted assignment or sub-license by Licensee in violation hereof shall be null and void and shall constitute a breach of this Agreement by Licensee. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Michigan, without regard to conflict of laws principles. This Agreement shall be binding on the parties and their respective heirs, administrators, successors, and permitted assigns. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, whether written or verbal, relating to the subject matter hereof. Any change in the provisions of this Agreement made subsequent to its execution shall be made by formal amendments executed and approved in the same manner as this Agreement; such modification must be in writing and signed by both parties hereto in order to be effective. This Agreement may be executed in counterparts, which, when combined, shall constitute a binding and legal document. Electronic copies and signature sent in PDF format shall be treated as originals.