Common use of Licensed Premises Clause in Contracts

Licensed Premises. 6.01 The University and UTS acknowledge and agree that except as expressly set forth in this Licence, the Licensed Premises shall be under the care and control of UTS during the Term. Without limiting the generality of the foregoing, but at all times in conformity with the terms of this Licence, the Affiliation Agreement, the Project Agreement and the Trade-Marks Licence Agreement, UTS shall: (a) be exclusively responsible for maintenance, repairs, construction and Alterations in connection with the Licensed Premises, except as expressly set forth in this Licence; (b) be entitled to name parts of the Licensed Premises (but not, for certainty, the entire New Building), by way of gift or other arrangement, on such terms as it may deem appropriate, provided such naming rights shall expire on the expiry of the Term, and provided further that such names shall have received University President Approval; (c) be entitled to install, at UTS’s sole cost and expense, signage identifying the School on the New Building and/or the UTS Site, provided the location of and appearance of such signage is subject to the consent of the University in writing, which consent shall not be unreasonably withheld, delayed or conditioned; and (d) be entitled to licence parts of the Licensed Premises on a casual, short term basis to third party users on such terms as it may deem appropriate where such use does not otherwise conflict with the terms of this Licence, does not conflict with UTS’s use or the use of the University pursuant to Section 5.02 above, and provided such terms shall be no more favourable to such user that the terms offered to the University from time to time pursuant to Section 5.02 above. Except as otherwise set forth in this Licence, UTS shall be solely responsible for operating costs incurred in connection with the operation of the Licensed Premises.

Licensed Premises. 6.01 The University Licensor hereby grants to Licensee a license, upon the terms and UTS acknowledge and agree that except as expressly conditions set forth in this Licenceherein, to use and occupy certain premises (collectively, the “Licensed Premises Premises”) consisting of the area within the building or portion of the building owned, leased, subleased or licensed by Licensor as shown on Exhibit A hereto (such buildings or portions thereof owned, leased, subleased or licensed by Licensor, together with the related parking and exterior areas, shall be under referred to herein collectively as the care and control “Premises”) in which the employees of UTS during the TermLicensee are currently located. Without limiting the generality of the foregoing, but at all times in conformity with the terms of this Licence, the Affiliation Agreement, the Project Agreement and the Trade-Marks Licence Agreement, UTS shall: (a) be exclusively responsible for maintenance, repairs, construction and Alterations in In connection with its use of the Licensed Premises, except as expressly set forth in this Licence; Licensee shall also have (ba) the non-exclusive right to use, subject to Licensor’s reasonable rules and regulations, the hallways, stairways, restrooms, kitchens, break rooms and other areas of the Premises that may be entitled to name parts reasonably necessary for Licensee’s use of the Licensed Premises (but not, for certainty, the entire New Building), by way of gift or other arrangement, on such terms as it may deem appropriate, provided such naming rights shall expire on “Shared Areas”) and (b) the expiry of right to use the Term, office furniture and provided further that such names shall have received University President Approval; (c) be entitled to install, at UTS’s sole cost and expense, signage identifying the School on the New Building and/or the UTS Site, provided the location of and appearance of such signage is subject to the consent of the University equipment located in writing, which consent shall not be unreasonably withheld, delayed or conditioned; and (d) be entitled to licence parts of the Licensed Premises on a casual, short term basis to third party users on such terms as it may deem appropriate where such use does not otherwise conflict with the terms of this Licence, does not conflict with UTS’s use or the use of the University pursuant date hereof. Notwithstanding the foregoing, Licensee shall have no right to Section 5.02 aboveenter without Licensor’s oral or written permission, and provided shall use commercially reasonable efforts to prevent its employees, agents, contractors, licensees and invitees from entering, portions of the Premises other than the Licensed Premises and Shared Areas. The entry by Licensee or its agents, employees, contractors, invitees or licensees into any such terms areas shall be no more favourable to such user constitute a default hereunder (provided, however, that the terms offered first such entry shall not constitute a default until after expiration of applicable notice and cure periods). The parties hereto acknowledge that the Licensed Premises are not separately demised, and each party shall use commercially reasonable efforts to prevent its agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party. If, despite such efforts, any such confidential information is discovered by a party, such party shall promptly inform the other party of such discovery, and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. No landlord-tenant relationship is intended to be created by this License. Licensee acknowledges that (1) it has inspected and accepts the Premises in an “as is, where is” condition, (2) the buildings and improvements comprising the same are suitable for the purpose for which the Premises are leased and Licensor has made no warranty, representation, covenant, or agreement with respect to the University from time to time pursuant to Section 5.02 above. Except as otherwise set forth in this Licence, UTS shall be solely responsible merchantability or fitness for operating costs incurred in connection with the operation any particular purpose of the Licensed Premises, (3) no representations as to the repair of the Premises, nor promises to alter, remodel or improve the Premises have been made by Licensor, and (4) there are no representations or warranties, expressed, implied or statutory, that extend beyond the description of the Premises.