DISPLAY SPACE LICENSE AGREEMENT

 

THIS DISPLAY SPACE LICENSE AGREEMENT (hereinafter sometimes referred to as the �Agreement�) by and between ART JEWELRY LTD., a Maryland corporation (hereinafter the �Licensor�) and _______________ (hereinafter the �Licensee�) is made this ____ day of ________________________ 20___.

1. Licensor herein grants a limited and non-exclusive license to Licensee for the use of display space as designated by Licensor in or about 88 & 49 Maryland Avenue or 194 Green Street, Annapolis, Maryland, for display of Licensor approved art and/or jewelry.

2. This Agreement confers no leasehold interest. Licensor reserves the right to change, modify or move a specific assignment to any of the locations referenced above and may do so from time to time for special events, security and/or to increase exposure.

3. TERM. The term of this Agreement shall begin on the ____ day of ______________ 20__ (the �Commencement Date�) and end on the six (6) calendar month anniversary, the _____ day of _________________ 20__ (the �Expiration Date�) unless otherwise modified in writing by the parties hereto.

4. HOLDING OVER. In the event that Licensee�s art and/or jewelry remain upon the properties and/or premises referenced above following the expiration or other termination of this Agreement, Licensee shall be deemed to be occupying said display area for purposes of expected compliance with this Agreement, and is responsible for all costs hereunder; however, said costs, whether they be a flat rate or percentage interest, shall be multiplied by 2.5 times the rate and/or fee as charged in this Agreement for the entire duration of Licensee�s holdover. Without limiting or waiving any of its other rights under this Agreement and/or Maryland law, Licensor may elect to remove the art and/or display at Licensee�s expense to any location selected by Licensor. In the case of such removal, Licensor shall bear no liability and/or responsibility for any loss, damage and/or injury resulting from said action.

5. PAYMENT OF DISPLAY FEES AND CHARGES. Due and payable at signing of this Agreement and on the first (1st) day of each month thereafter, without demand, Licensee shall pay the greater of TWO HUNDRED DOLLARS ($200.00) or TWENTY-FIVE PERCENT (25%) of the gross sales price of any art and/or jewelry sold while on display at the above properties. Any prorations and/or adjustments must be made by the seventh (7th) day of month following sale(s). No refunds of any prepaid fees shall be made and all charges must be paid in full for the duration of this Agreement regardless of the volume of sales and/or displays by owner. Charges not paid within five (5) days of the due date are deemed past due. Past due outstanding amounts are subject to an interest rate of ONE AND ONE-HALF PERCENT (1.5%); per month and collection and recovery charges, inclusive of all reasonable attorneys fees.

6. SECURITY SERVICE. Licensee acknowledges that any security provided by Licensor is a courtesy only and that while Licensor will use its best efforts to provide adequate security, Licensor bears no liability and/or responsibility in the event of theft, damage, demolition, fire, flood and/or the like of Licensee�s property. Licensor makes no warranties, express or implied, as to the conditions for traffic or potential purchasers of Licensee�s art and/or jewelry. The Licensee shall be responsible for and shall promptly upon demand pay Licensor for any and all damages caused to the property or premises by Licensee. This provision is in lieu of the indemnity provisions set forth in this Agreement.

7. ASSUMPTION OF RISK/DISCLAIMER OF LIABILITY. The display space is to be used at the sole risk of Licensee and Licensee hereby assumes such risk. Licensor assumes no responsibility for and shall not be liable for the care, protection and security of Licensee�s art and/or jewelry. This Agreement does not create a contract of bailment or impose any form of bailment pursuant to common law or statutory law. Licensee, for himself/herself and/or agents or employees hereby release Licensor from any and all liability, loss, damage or injuries to any person or property arising out of or in connection with the condition or use of display space or the use of Licensor�s properties, whether such injury is caused by or through the acts or omissions of Licensor or by any other course whatsoever, including but not limited to fire, theft, flood, weather conditions, etc. except for injuries due to Licensor�s gross negligence or willful misconduct. Licensee shall indemnify and hold harmless Licensor from any claims, suits, actions, damages, liability or expense, including attorney�s fees, in connection with any injury unless due to the willful misconduct or gross negligence of Licensor or arising from Licensee�s breach of this Agreement. Licensor is not to be considered an insurer of Licensee�s property and Licensee should secure the minimum insurance covering all risks, inclusive of fire and theft and to the full value of Licensee�s art and/or jewelry. Under no circumstances shall Licensor be liable for indirect, consequential, special or exemplary damages, whether in contract or tort, including strict liability and negligence with respect to Licensee�s use of Licensor�s premises.

8. INSURANCE SUBCONTRACTORS. Licensee, at his or her sole cost and expense, shall at all times during the term of this Agreement, maintain an insurance liability policy for the full value of its property covering one hundred percent (100%) of the actual cash value of the property and covering extended perils, damage by theft, fire, vandalism and burglary.

9. DEFAULT REMEDIES. Licensee shall be in default of this Agreement if:

A. Licensee fails to comply with any term or condition specified in this Agreement.

B. Licensee fails to make timely payments as specified in this Agreement.

C. Licensee declares bankruptcy or is forced into bankruptcy by its creditors.

D. Licensee does any other act which this Agreement states is an act of default.

10. LICENSOR�S REMEDIES. If the Licensee is in default for more than ten (10) days after Licensor has given written notice (except where default is monetary) Licensee may exercise any and all remedies available hereunder or by law, both in rem and personal, under both State and Federal law, including but not limited to (1) termination of this Agreement upon which Licensee shall pay all sums due Licensor and remove from Licensor�s premises any and all art and/or jewelry (any and all art and/or jewelry left in Licensor�s possession shall be considered abandoned property); or (2) exercise any and all set off rights and assume collection proceedings with any and all collections fees, costs and reasonable attorney�s fees to be paid by Licensee.

11. NOTICES. All Notices required or provided for under this Agreement shall be satisfied by letter to the last known address sent regular mail and/or via electronic mail.

12. TRANSFER AND ASSIGNMENTS. This Agreement and Licensee�s rights hereunder are personal privileges of Licensee and are not assignable and may be not be sublicensed. Any attempt to assign or sublicense is a default under this Agreement and entitles Licensor to all remedies of default pursuant to this Agreement, including immediate termination. This Agreement shall be binding on Licensee, his or her heirs, successors, personal representatives and assigns. If more than one person executes this Agreement as Licensee their obligations are joint and several and any act or signature, notice or refund to one or more of them with respect to this Agreement shall be binding on each of them.

13. ENTIRE AGREEMENT. This Agreement contains the final and entire agreement between the parties hereto and they shall not be bound by any terms, conditions, or representations not herein written. The headings in this Contract are for convenience and reference only and in no way define or limit the intent, rights, or obligations of the parties hereunder.

14. APPLICABLE LAW. This Agreement shall be construed and interpreted under and governed and enforced according to the laws of the State of Maryland.

15. SEVERABILITY. No determination by any court, governmental body or otherwise that any provision of and/or amendment to this Agreement is invalid or unenforceable in any instance shall affect the validity or enforceability of such provision and/or amendment in any other instance not controlled by such determination and no such determination as to any provision or amendment shall affect the validity or enforceability of any other provisions, the terms and conditions of this Agreement being severable.

16. CANCELLATION. Licensor, in its sole discretion, may cancel this Agreement at any time by giving Licensee thirty (30) days written notice of such cancellation. In the event of cancellation, no refunds shall be provided and the minimum license rate ($200.00 per month) for the entire Term shall immediately become due and payable.

WITNESS our hands and seals as of the date first written above.

LICENSOR: LICENSEE:

ART JEWELRY LTD.,

a Maryland corporation

By: By:

Title: Title:

Company: