Single Event Stadium Suite License Agreement
Last Updated: July 31, 2020
THIS SINGLE EVENT STADIUM SUITE LICENSE AGREEMENT ("Suite License") is executed as of ____________________ (the "Effective Date"), between the Indianapolis Colts, Inc., a Delaware corporation ("Licensor"), and ____________________ ("Licensee"), with respect to the use of the suite described below at Lucas Oil Stadium, located at 500 South Capitol Avenue, Indianapolis, Indiana, 46225-1117(the "Stadium").
NOW, THEREFORE, in consideration of the mutual promises contained herein and the mutual benefits to be derived therefrom, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- GRANT OF LICENSE. Licensor hereby grants and Licensee hereby accepts a limited license for the use and possession of the private spectator suite identified as Suite # (TBD) (the "Suite"), upon the terms and subject to the provisions and conditions of this Suite License. The Suite is comprised of an enclosed area and TBD (TBD) adjacent spectator seats ("Suite Seats"). The location of the Suite is shown on the Suite Location diagram, which is attached to this Suite License. The parties intend that no interest in real estate (including, without limitation, any tenancy, leasehold estate or easement) or interest other than a license be created hereby.
- TERM. This Suite License relates only to the "Event" specified in the Order Summary. The term of this Suite License shall commence when the Stadium doors are first opened to the public prior to the start of the Event if the Event is a Colts game, otherwise one hour before the start of the Event, and terminates one hour after the conclusion of the Event ("Term").
- LICENSE FEE. Licensee shall pay to Licensor a non-refundable one-time license fee ("License Fee") in the amount and at the time set forth in the Order Summary. If the License Fee is not paid in full and received by that date and time, Licensor may terminate this Suite License and any and all arrangements relating to the Suite, whether written or verbal. The Licensee Fee payable to Licensor shall not be subject to any set off, counter-claim or deduction by Licensee and must be paid in full prior to any use of the Suite.
- OTHER TERMS. The attached documents entitled Exhibit A – Single Event Suite License Standard Terms and Conditions, Order Summary, and Suite Location, are incorporated herein by reference. The terms and conditions for the particular Suite set forth above, together with Exhibit A, Order Summary, and Suite Location, shall collectively be referred to herein as this "Suite License."
- CAPITALIZED TERMS. All capitalized terms used but not defined herein shall have the respective meanings as set forth in this Suite License.
SINGLE EVENT STADIUM SUITE LICENSE
STANDARD TERMS AND CONDITIONS
This Exhibit A shall be deemed fully incorporated into this Suite License. All capitalized terms used but not defined herein shall have the same respective meanings as set forth in this Suite License. Unless expressly provided to the contrary herein, to the extent that any provision of this Exhibit A conflicts with any provision of this Suite License, this Suite License shall control.
DEFINITIONS. For the purposes of the Suite License, the following definitions shall apply:
- CIB. Capital Improvement Board of Managers of Marion County, Indiana.
- Colts. The professional football team granted franchise rights by the NFL for Indianapolis, Indiana, currently known as the Indianapolis Colts.
- Event. The sporting, civic, entertainment, concert or other activity held at the Stadium for which Licensee has use of the Suite under the terms of this Suite License.
- Guest Passes. See Section 4 of this Exhibit A.
- Licensee. Licensee and its permitted successors and assigns.
- Licensee Parties. Licensee's officers, agents, employees, invitees, guests, and visitors.
- Licensor. Licensor and its successors and assigns.
- Minimum Number. The minimum amount of Suite Tickets for the Event provided by Licensor to Licensee.
- NFL. The National Football League, and any successor league.
- NFL Rules. The NFL's Constitution, By-laws, rules, regulations, Game Operations Manual, policies, mandates, and agreements, in each case as amended and in effect from time to time.
- Stadium Lease. That certain Lease Agreement by and among CIB, the City of Indianapolis, Indiana, and Licensor effective as of September 1, 2005, as amended from time to time.
- Stadium Ticket Office. The administrative and ticket office locations at the Stadium where tickets to Events are sold to the public by the CIB or through its ticket vendor.
- Suite Tickets. Tickets permitting the holder admission to the Stadium and access to the Suite for the Event.
- LICENSEE RIGHTS AND BENEFITS; RESERVATION. In consideration of the prompt and complete payment of all License Fees, and other charges which become due and payable hereunder, and subject to the terms of this Suite License, Licensor shall provide to Licensee the following under this Suite License: (i) the right to use and occupy the Suite during the Event in accordance with Section 3; (ii) the privilege of using the Parking Passes as set forth in this Suite License; and (iii) the privilege to receive the Guest Passes and SROs as set forth in this Suite License.
LICENSEE'S USE OF THE SUITE. Licensee, on behalf of itself and the Licensee Parties, covenants and agrees with Licensor as follows:
- Licensee and the Licensee Parties shall promptly, diligently and expeditiously keep, abide by, perform and observe each and every term, covenant, condition, and procedure to be kept, abided by, performed, and observed pertaining in any way to or arising out of the use and occupancy of the Suite contained or set forth in this Suite License and printed on any ticket for the Event;
- Licensee shall be responsible for ensuring that only those persons having Suite Tickets or Guest Passes for the Event are permitted access to the Suite for such Event;
- Licensee and the Licensee Parties shall at all times maintain proper decorum while using the Suite and shall comply with all laws, regulations, and codes of any governmental authority applicable to the conduct of persons in the Suite, including ordinances, orders and directives from the City of Indianapolis Police Department, Department of Health, Fire Department and the National Board of Fire Underwriters, or any other body exercising similar functions relating to the Suite or the Stadium. Licensee and the Licensee Parties shall not engage in any practices that may damage the Suite or the Stadium or create a nuisance or a disturbance or obstruct or interfere with the rights of any other licensees or ticket holders, or cause or permit objects to be thrown or dropped from the Suite;
- Subject to and in accordance with the provisions of Section 9, Licensee shall be responsible for ensuring that all consumption of alcoholic beverages within the Suite is in compliance with all laws, regulations, and ordinances governing the consumption of alcoholic beverages of the State of Indiana, the City of Indianapolis, Indiana, or of any other governmental authority;
- Licensee and the Licensee Parties shall not film, reproduce, record, transmit or aid in transmitting beyond the limits of the Stadium, in whole or in part, any description, account, statistic, status, picture, reproduction or result of all or any portion of the Event by any means (including, without limitation, radio or television transmission, whether transmitted "live" or by means of film, tape, video, digital video, cable, camera phone, computer network, digital or magnetic storage, or any means, medium, or form whatsoever now existing or hereafter developed);
- Licensee and the Licensee Parties shall not attach in any fashion or otherwise display any signs, banners, notices or advertisements on the exterior or the interior of the Suite, other than those approved in writing and in advance by Licensor;
- Licensee and the Licensee Parties shall not utilize Suite Tickets, SROs, Guest Passes, or Parking Passes for contests, giveaways or other promotional purposes, unless specifically approved in writing and in advance by Licensor; and
- Licensee shall be entitled to use the Suite at times for which the appropriate Suite Tickets are presented and the Stadium is open for use by the general public. Licensee and the Licensee Parties shall be bound by and shall observe the terms and conditions upon which tickets for admission to the Stadium have been issued by Licensor or the Stadium Ticket Office for the Event including, without limitation, policies with respect to the cancellation or postponement of the Event.
- ADMISSION TICKETS. Tickets for the Event equal in number to the number of Suite seats as shown on Exhibit A will be provided at no additional expense to the Licensee. A Guest Pass that will allow the guest to gain access to the Suite for each N/A of such Suite seats up to a maximum of N/A Guest Passes will also be provided, but a person using the Guest Pass must have an admission ticket to the Event. Licensee shall also receive N/A complimentary host pass ("Host Pass") which will allow the holder to gain access to the suite level without an admission ticket. TBD (TBD) parking passes are provided on a complimentary basis as part of the License Agreement and shall be for parking areas as from time to time designated by Licensor for use at the time during which Licensee is entitled to use the Suite. These passes are non-transferable and non-replaceable. Sales of tickets to all Colts games shall be subject to NFL Rules. Licensor shall comply with all terms, conditions, requirements, and provisions to which any tickets are subject. Licensor shall not be responsible for and shall have no liability to Licensee on account of any cancellation, postponement, or other deficiency in the conduct of any Event; and Licensee hereby releases and holds Licensor harmless from all claims relating to any cancellation, postponement, or other deficiency in the conduct of any Event except as specifically provided by the terms and conditions contained on the Suite Ticket.
- OBSTRUCTED VIEW. Licensee acknowledges and agrees that certain Events may not be viewable from the Suite because of the location of the Event, the type of set-up for the Event, or any other reason related to the manner and presentation of the Event. If Licensee's view of such Event is materially obstructed, as determined by Licensor and CIB in their mutual judgment, and subject to any arrangements made with the Event Sponsor, Licensor will make reasonable effort to assure that Licensee (i) will receive, subject to availability, the same number of tickets as the Minimum Number in other locations in the Stadium as determined by Licensor and CIB, and (ii) may use the Suite before and after such Event, subject to Section 3 above and the other provisions of this Suite License.
- MAINTENANCE OF THE SUITE. Licensee shall not commit or allow to be committed any waste or damage to any portion of the Stadium, the Suite, or the furniture, fixtures, and equipment located in the Suite. Licensee shall reimburse Licensor for the cost of any such maintenance or repairs required because of the negligence or willful acts of Licensee or the Licensee Parties. Any such maintenance or repairs required because of the negligence or willful act of Licensee or the Licensee Parties will be performed at Licensee's expense by Licensor or its designee, and Licensee will reimburse Licensor for the costs thereof within ten (10) days after receipt of an invoice following the completion of such work.
- ALTERATIONS AND DECOR. Licensee shall not make any additions to or alterations in the interior or exterior of the Suite or the fixtures, furnishings and equipment. Neither the CIB nor Licensor shall have any liability or responsibility for any theft, loss or damage occurring to the private property of Licensee in the Suite.
- RETURN OF PREMISES. Upon the expiration of the Term or any earlier termination of this Suite License, Licensee shall vacate the Suite and deliver possession of the Suite to Licensor in the same condition as on the date of Licensee's first entry, excluding normal wear and tear, as reasonably determined by Licensor.
- SERVICES. During the Term, Licensor shall provide concessions services as Licensee may order through the Concessionaire (defined below) and such other special services as Licensor, in its sole discretion, may offer at prevailing rates and terms established from time to time by Licensor. The costs of such services are the responsibility of Licensee, and Licensee shall pay the supplier or CIB, as applicable, the costs of such services within thirty (30) days after receipt of invoices therefor. Food or beverages, including, without limitation, alcoholic beverages, from outside the Stadium may not be brought into, or consumed in, the Suite or the Stadium. Food and beverages must be purchased only from the concessionaire granted the right to service the Suite by CIB (the "Concessionaire"). Upon receipt of an invoice therefor, Licensee shall reimburse Licensor for the costs of any cleaning or maintenance of the Suite, or the fixtures, furnishings and equipment therein in excess of the usual and customary cleaning and maintenance, which result from any action, willful damage, neglect or omission by Licensee or the Licensee Parties. Licensee shall be responsible for removing all property of Licensee used in the Suite at the conclusion of the Event.
- ACCESS BY LICENSOR AND OTHERS. Licensor and CIB, for themselves and their officers, agents, employees and representatives, reserve the right to access the Suite to such extent as Licensor and CIB deem necessary or appropriate for the proper performance of the duties and obligations required or contemplated to be performed by Licensor under this Suite License, and for ensuring compliance with this Suite License by the Licensee Parties. The Concessionaire and its officers, agents, employees, and representatives shall have access to the Suite to perform Concessionaire's duties, services, and obligations.
- PAYMENT OF FEES AND DEPOSITS. License Fees payable hereunder shall be paid by company, certified, or cashier's check to Licensor, without deduction, offset, prior notice or demand, at Licensor's address as set forth in Section 17, or such other place as directed by Licensor in writing. Licensee shall make full and prompt payment of all amounts to be paid by it hereunder. Except as specifically provided in Section 12 and the terms and conditions contained on the Suite Ticket, Licensee will not be entitled to any reduction, set-off, credit or refund related to the License Fee resulting from the cancellation or postponement of any Event, regardless of the cause.
WORK STOPPAGE; DAMAGE OR DESTRUCTION; FORCE MAJEURE; CONDEMNATION.
- Work Stoppage. If the Event is a Colts game, and if any strike, lockout, work stoppage or other labor dispute results in the cancellation of the Event at the Stadium (a "Work Stoppage"), and such Event is not rescheduled, the License Fee payable under this Suite License shall be refunded within 30 days of the date on which the Event was scheduled. If the Suite is unavailable for reasons to which both Sections 12(a) and 12(b) are applicable, Licensor shall be entitled to receive only one (1) refund of the License Fee.
- Casualty. In the event of any damage or destruction to the Suite or the Stadium which renders the Suite or the Stadium unusable (as determined by Licensor), the License Fee payable under this Suite License shall, unless a reasonably comparable suite is made available to Licensee, be refunded within 30 days of the date on which the Event was scheduled. If the Suite is unavailable for reasons to which both Sections 12(a) and 12(b) are applicable, Licensor shall be entitled to receive only one (1) refund of the License Fee.
- Force Majeure. If, by reason of Force Majeure, Licensee is unable to use the Suite or any Event scheduled at the Stadium is cancelled, postponed or not performed, Licensor shall not be liable to Licensee in any respect, subject to the provisions of Section 12(b) above. For the purpose of this Suite License, "Force Majeure" shall include, without limitation, fires, earthquakes, floods, tornadoes, epidemics, explosions, casualties, wars, riots, civil disturbances, acts of public enemy, acts of terrorism, acts of military authorities, embargos, acts of God, strikes or lockouts that are not Work Stoppages, labor unrest, market shortages of labor or materials, transportation shortages, accidents, national emergencies or any other event or circumstance beyond the reasonable control of Licensor.
- NO REPRESENTATIONS. Licensor, CIB, their affiliates, and their respective officers, agents, directors, employees and representatives have not made any representation or warranty whatsoever (i) regarding the Suite, the Stadium, the Parking Lots, the Event, or (ii) with respect to the suitability or fitness of the Suite, the Stadium, or the Parking Lots, for Licensee's use, and have not agreed to undertake any improvement to the Suite, the Stadium or the Parking Lots except as provided in this Suite License. Upon execution of this Suite License, Licensee will be deemed to have accepted the Suite "AS IS", "WHERE IS" AND WITH ALL FAULTS. LICENSOR HEREBY EXPRESSLY DISCLAIMS AND LICENSEE HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE, THE STADIUM AND THE PARKING LOTS WHICH MAY EXIST BY OPERATION OF LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In entering into this Suite License, Licensee is relying only on the express agreements of Licensor set forth in this Suite License and not on any representation or warranties made by Licensor, its affiliates, or their respective officers, agents, directors, employees or representatives. Licensor, its affiliates, or their respective officers, agents, directors, employees and representatives have not made any representations or warranties or provided any guarantees that any particular number or type of sporting or other Event will be conducted or performed at the Stadium, and this Suite License is not in any way dependent upon the performance of any specified number of games or Events being played or performed at the Stadium.
DISCLAIMER AND INDEMNIFICATION; INSURANCE; WAIVER OF SUBROGATION.
- Disclaimer and Indemnification. Neither Licensor, the CIB, the Indiana Stadium Convention and Building Authority, any Stadium manager designated by Licensor, the NFL, nor any of their respective officers, partners, employees, directors, members, managers, attorneys, or agents, shall be liable or responsible for any loss, damage or injury to any person or to any property of Licensee in, around or upon the Suite, the Stadium, or the Parking Lots resulting from any cause whatsoever, including, but not limited to, theft and vandalism, unless due to the gross negligence or willful misconduct thereof. IN ADDITION, LICENSEE SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR, CIB, ANY STADIUM MANAGER DESIGNATED BY LICENSOR, THE NFL AND ANY OF THEIR RESPECTIVE OFFICERS, PARTNERS, EMPLOYEES, DIRECTORS, MEMBERS, MANAGERS, ATTORNEYS, AND AGENTS (THE "LICENSOR INDEMNIFIED PARTIES"), FROM AND AGAINST ANY AND ALL LIABILITY, LOSSES, CLAIMS, DEMANDS, DAMAGES, COSTS AND EXPENSES, INCLUDING ATTORNEYS' FEES AND LITIGATION EXPENSES, ARISING OUT OF ANY BODILY INJURY, DEATH, PERSONAL INJURY OR PROPERTY DAMAGE OCCURRING IN, AROUND OR UPON THE SUITE, THE STADIUM, OR THE PARKING LOTS IN CONNECTION WITH LICENSEE'S OR THE LICENSEE PARTIES' USE OR OCCUPANCY OF THE SUITE, STADIUM, THE PARKING LOTS, OR DUE TO ANY CONTRAVENTION OF THE PROVISIONS OF THIS SUITE LICENSE OR OF ANY APPLICABLE LAWS, RULES, REGULATIONS OR ORDERS BY LICENSEE OR THE LICENSEE PARTIES, REGARDLESS OF WHETHER SUCH BODILY INJURY, DEATH, PERSONAL INJURY OR PROPERTY DAMAGE WAS CAUSED BY OR RESULTS FROM, IN WHOLE OR IN PART, THE NEGLIGENCE OR OTHER FAULT OF ANY LICENSOR INDEMNIFIED PARTY, WHETHER SOLE, JOINT, ACTIVE OR PASSIVE, EXCEPTING FROM THIS INDEMNITY ONLY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A LICENSOR INDEMNIFIED PARTY. The provisions of this Section 13 (a) shall survive the termination or expiration of this Suite License.
- Insurance. If requested in writing by Licensor, Licensee shall have and keep in effect throughout the Term, with insurance companies acceptable to Licensor, as evidenced by certificates to be provided to Licensor upon request, a policy of commercial general liability insurance (inclusive of broad form contractual coverage and including, without limitation, host liquor liability coverage) for the benefit of Licensor and the Licensor Indemnified Parties, covering Licensor and the Licensor Indemnified Parties on an "occurrence" basis (as opposed to "claims made"), with such combined policy limit as reasonably requested by Licensor, applying (i) to liability for death, bodily injury, personal injury (as defined below), (ii) for the performance by Licensee of the indemnity provisions of this Suite License, and (iii) to liability for property damage to the personal property of Licensee in any occurrence caused or alleged to have been caused by any act or omission of Licensee. The insurance policy provided pursuant to this Section 14 shall name Licensor and the Licensor Indemnified Parties as additional insureds, and shall contain a provision by which the insurer agrees that the policy shall not be canceled except after thirty (30) days' prior written notice to all additional insureds. Any liability insurance carried or to be carried by Licensee under this Suite License shall be primary and noncontributory over any insurance policy or self-insurance coverage maintained or carried by any of the additional insureds. As used herein, the term "personal injury" shall include, without limitation, bodily injury arising out of such offenses as false arrest, detention or imprisonment, libel, slander, defamation, violation of right of privacy, wrongful entry, eviction or other invasion of private occupancy. If Licensee shall fail to obtain or maintain the required insurance as set forth in this Section 14(b), Licensor may, at its option, obtain the insurance on Licensee's behalf, using its reasonable efforts to obtain such insurance at a reasonably competitive rate, and the cost of such insurance shall be immediately due and payable by Licensee upon demand of Licensor.
- WAIVER OF SUBROGATION. NOTWITHSTANDING ANYTHING IN THIS SUITE LICENSE TO THE CONTRARY, LICENSEE HEREBY RELEASES AND WAIVES ALL CLAIMS, RIGHTS OF RECOVERY AND CAUSES OF ACTION THAT LICENSEE OR ANY LICENSEE PARTY OR ANY PARTY CLAIMING BY, THROUGH OR UNDER LICENSEE OR A LICENSEE PARTY BY SUBROGATION OR OTHERWISE MAY NOW OR HEREAFTER HAVE AGAINST LICENSOR OR ANY LICENSOR INDEMNIFIED PARTY FOR ANY LOSS, DAMAGE, INJURY OR DEATH THAT MAY OCCUR IN THE SUITE, THE STADIUM, OR THE PARKING LOTS BY REASON OF FIRE, ACT OF GOD, THE ELEMENTS OR ANY OTHER CAUSE, INCLUDING NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE) OF LICENSOR AND THE LICENSOR INDEMNIFIED PARTIES OR THAT COULD HAVE BEEN INSURED AGAINST UNDER THE TERMS OF AN ALL-RISK INSURANCE POLICY OR THAT WERE REQUIRED TO BE INSURED AGAINST UNDER THE TERMS OF THIS SUITE LICENSE.
- Actions Constituting Assignment. The use of the Suite, the Suite Tickets, the SROs, the Guest Passes, and the Parking Passes shall be solely and exclusively for the use, enjoyment and entertainment of Licensee. Licensee shall not assign, sell, sublet, mortgage, transfer or otherwise alienate or encumber (any such act being to "assign" and to result in an "assignment") this Suite License or any of Licensee's rights or obligations hereunder without Licensor's prior written consent thereto. Without limiting the generality of the foregoing, (i) a transfer of a controlling interest in the capital stock, partnership interests, membership interests, or other interests of Licensee, the sale of all or substantially all of the assets of Licensee, or a merger or consolidation of Licensee with another entity, and (ii) except if disclosed in this Suite License or an addendum thereto, any agreement by which Licensee and any other party share the costs attributable to the Suite, including, but not limited to, the License Fee, in exchange for the use of the Suite, shall be deemed to be an assignment requiring the consent of Licensor. The provisions of this Section 15 shall not prohibit Licensee from requiring any Licensee Party to pay or reimburse Licensee at cost for the use of Suite Tickets pursuant to Licensee's company or internal policies and procedures. At the sole option of Licensor, any attempted assignment in violation of this Section 15 shall be void and shall constitute a default by Licensee hereunder.
- Assignment by Licensor. Licensor may assign this Suite License to any person or entity without the consent of Licensee. Any assignment of Licensor's rights as licensor hereunder shall relieve Licensor of its obligations hereunder in the event the assignee thereof assumes such obligations in writing.
- SUBORDINATION. This Suite License is, and without any further action shall be, subject and subordinate to: (i) the terms and conditions of the Stadium Lease, (ii) any and all other leases (ground or otherwise), agreements, mortgages or other financing documents affecting the Stadium, the Parking Lots, or the land upon which the Stadium or the Parking Lots are located, or Licensor's interest therein, (iii) all zoning, building and other laws, regulations and ordinances of any and all municipal, governmental and quasi-governmental bodies and agencies having jurisdiction over the Stadium, the Parking Lots, or the land upon which the Stadium or Parking Lots are located, (iv) NFL Rules, and (v) any and all matters affecting the state of title to the Stadium, the Parking Lots, or the land upon which the Stadium or the Parking Lots are located, whether or not recorded in the public records of Marion County, Indiana. If the Stadium Lease is terminated, this Suite License may be terminated by Licensor by written notice to Licensee, and Licensor shall refund to Licensee its Security Deposit (subject to the other terms of this Suite License) and any License Fee paid by Licensee within 30 days of the date on which the Event was scheduled.
- NOTICES. Notices to Licensee shall be made or given to Licensee at the address in the Suite License and to the attention of the party set forth in the Suite License (excluding the Licensee Representative unless he or she is the same person). Notices to Licensor shall be sent to Indianapolis Colts, 7001 West 56th Street, Indianapolis, IN 46254, Attention: Greg Hylton. All notices and other documents given or delivered under this Suite License shall be given in writing either by (i) personal delivery (as evidenced by a signed receipt), (ii) certified mail, return receipt requested, (iii) nationally recognized overnight delivery service, or (iv) facsimile with a confirmation of receipt. Notices shall be deemed received upon actual receipt or refusal thereof. Either party may change its address for notice from time to time by written notice delivered according to the provisions of this Section 16.
- LICENSEE REPRESENTATIVE. Licensee has designated the Licensee Representative as set forth in the Suite License as Licensee's representative authorized to make any and all decisions and elections and to take any and all actions for Licensee in connection with the Suite, Suite Tickets, use and to order tickets to the Event. Licensee (or if there is more than one Licensee, upon the joint written direction of all such Licensees) only may change the Licensee Representative by giving Licensor and CIB written notice of its intent to substitute a person as the Licensee Representative.
- No Third Party Beneficiaries. This Suite License is solely for the benefit of the parties hereto and, to the extent provided herein, the Licensor Indemnified Parties, and no provision of this Suite License shall be deemed to confer upon other third parties any remedy, claim, liability, reimbursement, cause of action, or other right.
- Applicable Law. This Suite License shall be interpreted according to the laws and decisions of the State of Indiana applicable to agreements made and to be performed therein, without regard to conflict of laws principles. The federal and state courts located in Marion County in the State of Indiana shall have personal jurisdiction over the parties with respect to, and no party shall assert any objection it may have to venue being proper in such courts with respect to, and such courts shall be the exclusive forum for, the resolution of any matter or controversy arising from or with respect to this Suite License.
- Successors and Assigns. This Suite License shall be binding upon and inure to the benefit of the executors, administrators and permitted successors and assigns of Licensee and to the successors and assigns of Licensor.
- Joint and Several. To the extent that Licensee consists of one or more entities or persons, the obligations of each such entity or person hereunder shall be joint and several.
- WAIVER OF JURY TRIAL. LICENSEE, AFTER CONSULTATION WITH LICENSEE'S ATTORNEY, HEREBY UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THIS SUITE LICENSE.
- Confidentiality. Licensee shall keep all information regarding any dispute or controversy between it and Licensor confidential and will not (except as required by applicable law, regulation or legal process), without Licensor's prior written consent, disclose to any third party any of such information in any manner whatsoever, or disclose to any third party the existence of such a dispute or controversy.
- Severability. If any provision of this Suite License shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.
- Announcements. Licensee hereby authorizes Licensor and the NFL to release Licensee's name regarding the Stadium Suites to the extent required by law.
- Captions. The captions in this Suite License are inserted for convenience of reference and in no way define, describe or limit the scope or intent of this Suite License or any of the provisions hereof.
- Counterparts; Facsimile; Electronic Mail. This Suite License may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute but one and the same instrument. Execution of this Suite License by Licensor and Licensee may be evidenced by the facsimile or electronic transmission (e-mail) exchange of separately executed counterparts.
- Entire Agreement. This Suite License contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto. No other written or oral promises or representations have been made and none has been relied upon, and none shall be binding. This Suite License may not be modified, altered or amended except by an instrument in writing signed by the party against which enforcement of the modification, alteration or amendment is sought. Neither this Suite License nor any of the terms hereof, may be amended, supplemented, waived or modified orally.