Real Estate License Agreement: Definition & Sample

A real estate license agreement is a contract that allows the broker to use your name and likeness for advertising purposes. It's a way of provisioning protection in case an agent violates this right, so it's important to know what is being signed before committing to a contract.

In order to ensure that everyone is on the same page when it comes to how a party’s name can be used by another company, that party will want to take time looking over with care any paperwork sent from a potential business partner or employer. If everything looks good, don't hesitate in signing off--it'll help protect both parties involved with less confusion down the road.

Common Sections in Real Estate License Agreements

Below is a list of common sections included in Real Estate License Agreements. These sections are linked to the below sample agreement for you to explore.

Real Estate License Agreement Sample

REAL ESTATE LICENSE AGREEMENT

This REAL ESTATE LICENSE AGREEMENT (this "License Agreement") is made as of the [ ] of [ ] 2007, between EMC Corporation, a Massachusetts corporation having its principal office at 176 South Street, Hopkinton, Massachusetts ("Licensor"), and VMware, Inc., a Delaware corporation having its principal office at 3401 Hillview, Drive Palo Alto, California ("Licensee").

WHEREAS, by those certain lease agreements set forth on Schedule I annexed hereto and incorporated herein (the "Leases" and individually "Lease"), Licensor did hire and lease those certain spaces more particularly described in the Leases (the "Premises") and is the current holder of the leasehold estates created thereby;

WHEREAS, the parties desire, by this License Agreement, to provide for the licensing by Licensor to Licensee of the right to use and occupy certain spaces as set forth in Schedule II annexed hereto and made a part hereof (each space to be referred to herein as a "License Area" and collectively the "License Areas"), each of which is located in the Premises as set forth in the related Leases; and

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

(a) Licensor hereby grants to Licensee a license (the "License") to use and occupy the License Areas and rights of access thereto for the purposes hereinafter provided along with the right to use all equipment, furniture and fixtures, including communications and information systems equipment, cabling and appurtenant items that are owned by Licensor and located in the License Areas as of the "Commencement Date" (as such term is defined hereafter), for the applicable "License Period" (as such term is defined in paragraph 2 hereof). In connection with its use of each License Area and to the extent applicable, Licensee shall also have the non-exclusive right to use (a) in common with Licensor and the other occupants of the building in which the Premises are located, the common areas outside the Premises that Licensor has the right to use and (b) in common with the Licensor and the other occupants of the Premises, the hallways, stairways, elevators, restrooms, kitchens, break rooms, photocopy rooms, facsimile rooms, conference rooms and other areas of the Premises (including the equipment and supplies located therein) that may be reasonably necessary for Licensee’s use of the Premises, except those areas that Licensor may reasonably designate as private.

(b) Licensee has inspected and is familiar with the License Areas and accepts same and the contents thereof in their "as is" condition as of the Commencement Date. Licensor shall not be required to perform any work or furnish any materials in order to prepare the License Areas for Licensee’s occupancy.

(c) The License Areas shall be defined as (i) Commingled and (ii) Demised License Areas. The Commingled License Area shall mean a License Area that is occupied by both Licensor and Licensee with no physical segregation by walls or partitions. The Demised License Areas shall mean a License Area that is physically segregated by walls or partitions for the purpose of Licensee’s sole and exclusive occupancy.

2. License Period .

(a) The License Period for each License Area shall commence on [ ] [ ], 2007(the "Commencement Date") and, subject to the provisions of subparagraphs (b) and (c) below (as and to the extent applicable), shall expire (subject to sooner termination as hereinafter provided) at 11:59 P.M. on the date (the "Expiration Date’) that is one (1) day prior to the expiration date of the term of the related Lease covering the related License Area, unless sooner terminated pursuant to any term or provision hereof or pursuant to law. For the avoidance of doubt, Schedule [X] annexed hereto and incorporated herein sets forth the license periods for each License Area.

(b) Notwithstanding the provisions of Paragraph (a) above, Licensee shall have the right to terminate this License Agreement as to an existing Commingled License Area by delivery to Licensor of written notice delivered not less than three (3) months prior to the desired early termination date as to such Commingled License Area.

(c) In the event the term of a Lease covering a License Area shall sooner terminate in accordance with the provisions thereof (e.g., by reason of casualty or condemnation, and the landlord under the Lease shall exercise a right of termination contained in the Lease, or Licensor, as the tenant thereunder shall exercise a right of termination thereunder), the License Period for the License Area shall automatically terminate on the date of such termination of such Lease. Licensor shall give Licensee reasonable prior notice of any such termination.

(d) Licensor will provide the Licensee with prior written notice of its intent to enter into an amendment to any Lease which will increase Licensee’s obligations or surrender Licensee’s rights hereunder or have a material adverse effect on Licensee’s occupancy of the related License Area covered thereby or Licensee’s permitted use of such License Area. Upon such notice, Licensee will be obligated to inform Licensor whether it intends to occupy the Licensed Area during the amended term.

3. License Fee . Licensee shall pay a license fee for the License Areas at rates, in the manner, and on the dates set forth in Schedule III annexed hereto and made a part hereof (the "License Fee"). Except as provided herein to the contrary or as set forth in Schedule III, the License Fee payable for a particular License Area shall be

equal to Licensor’s costs in occupying, maintaining and using the Premises in the related Lease ("Cost of Occupancy") divided by the number of Licensor (including any subsidiary or affiliate including Licensee) employees, agents, and/or representatives occupying the Premises multiplied by the number of Licensee employees, agents, and/or representative (collectively, “Licensee Personnel”) occupying the Premises in the related License Area; provided, however, that the Licensor shall not charge Licensee a higher Cost of Occupancy than it charges any other groups or departments within Licensor for Occupancy Costs in a Premises. Licensor, in its sole and absolute discretion, shall determine its Cost of Occupancy based on principles consistent with Generally Accepted Accounting Principles (GAAP) or other commercially reasonable standard consistent with accounting practices used in similar buildings the License Area is located in. Licensee or its authorized representative shall have the right, during business hours and with prior written notice, to inspect such books of Licensor at Licensor’s facilities that relate to the calculation of the Costs of Occupancy, for the purpose of verifying the costs included in the Cost of Occupancy. Licensee shall comply with any confidentiality requirements imposed by Licensor in connection with such inspection (including but not limited to the execution and delivery of a confidentiality agreement reasonably acceptable to Licensor). Licensee shall be entitled to one inspection per calendar year and all costs associated with such inspection shall be borne by Licensee. Licensor and Licensee shall work together reasonably and in good faith to equitably resolve any amounts that Licensee may question. The number of Licensor Personnel and Licensee Personnel occupying each License Area shall be determined in a fair, equitable and consistent manner as of the end of each month (or such other time period as agreed to by Licensor and Licensee) during the term of this License Agreement.

4. Services . Licensee acknowledges that in some of locations of the License Areas, a third-party landlord provides services to such locations. Licensor shall reasonably cooperate with Licensee so as to enable Licensee to obtain such services, but the foregoing shall not require Licensor to institute any action or proceeding against a landlord. To the extent that any services to a License Area has been supplied directly by Licensor, then Licensor shall continue to provide such services to such License Area during the related License Period and Licensee shall be responsible for its pro rata share of Licensor’s out-of-pocket costs in connection therewith. Licensor shall provide such services to such License Area in substantially the same manner and quality as Licensor has provided the same to the License Area prior to the Commencement Date or in substantially the same manner and quality as Licensor provides such services to itself. Licensor hereby grants to Licensee the right to receive all of the services and benefits with respect to the License Areas which are to be provided by the related landlord under the Leases. Notwithstanding the foregoing, although the parties contemplate that the landlords will, in fact, perform their obligations under the Leases, but, in the event of any default or failure of such performance by any of the landlords, Licensor will, upon the specific written request of Licensee, make demand upon such landlord(s) to perform its obligations under the related Lease.

5. Uses . Licensee shall only use and occupy a License Area as permitted as a permitted use under the related Lease and for no other purpose except (and only to the extent permitted under the terms of the related Leases) as may be reasonably

agreed upon in writing by Licensor and Licensee. Nothing in this paragraph shall require Licensee to use and occupy a License Area, except to the extent Licensor is required to use or occupy same under the terms of the related Lease.

6. Compliance with Law; Observance of Lease Provisions .

(a) To the extent required of the tenant under a related Lease, Licensee shall promptly comply with all present and future applicable laws and regulations of all state, Federal, municipal and local governments, departments, commissions and boards and any direction of any public officer pursuant to law, and all orders, rules and regulations of any Board of Fire Underwriters or any similar body (all of the foregoing being hereinafter collectively referred to as "Laws") having jurisdiction which shall impose any violation, order or duty upon Licensor, any landlord of Licensor or Licensee with respect to the related License Area, to the extent only, however, that such compliance relates to Licensee’s manner of use of the related License Area as opposed to the mere use for the purposes herein permitted.

(b) To the extent that for a related License Area, the Licensee is not required to comply with any Laws pursuant to subparagraph (a) above, Licensor shall (to the extent required under a related Lease) comply with such Laws applicable to the related License Area or, if applicable, Licensor shall exercise reasonable efforts to require its third-party landlord to comply with such Laws (to the extent such compliance is the obligation of such landlord under the terms of the related Lease to Licensor).

(c) To the extent required under a related Lease, Licensor shall obtain the consent of the related landlord for Licensee to license the related License Area. Licensor shall promptly be reimbursed by Licensee for any actual costs incurred by Licensor in obtaining such consents from the landlord.

(d) Licensee shall not violate applicable provisions of any Lease governing the manner of use of the related License Area, the use of building elevators, building common areas, and similar provisions, so as not to cause a default thereunder.

(e) This License Agreement is subject to, and Licensee accepts this License Agreement subject to all the terms, covenants, provisions, conditions and agreements contained in the Leases and the matters to which the related landlords are subject and subordinate, all of which are made a part of this License Agreement as though fully set forth herein as if Licensee were the Tenant named therein and Licensor were the landlord named therein. This License Agreement shall also be subject to, and Licensee accepts this License Agreement also subject to, any amendments and supplements to the Leases hereafter made between any landlord and Licensor provided the same do not limit the rights or expand the obligations of Licensee hereunder in any material respect. Licensee covenants and agrees (i) to perform, observe and be bound by each and every covenant, condition and provision of the related Leases as applicable to the related License Area (including the Building rules and regulations) and (ii) that Licensee will not do or cause to be done or suffer or permit its agents or employees to do

any act or thing to be done which would or might cause the landlord or the rights of Licensor as tenant thereunder to any Lease be cancelled, terminated or forfeited or make Licensor liable for any damages, claim or penalty. Licensor (A) will not do or cause to be done or suffer or permit any act or thing to be done which would or might cause a Lease or the rights of Licensee thereunder (through this License Agreement) to be cancelled, terminated or forfeited or make Licensee liable for damages, claims or penalty, (B) will not voluntarily terminate a Lease without the prior consent of Licensee and (C) shall deliver to Licensee promptly upon receipt or delivery copies of all default notices under a Lease sent or received by Licensor.

(f) In the event Licensee is in default under any of the terms of this Agreement and such default is not cured, Licensor shall have the same rights and remedies against Licensee as are available to the related landlord against Licensor for that particular License Area and Licensor shall have the right enter such Licensed Area and cure the same at the sole cost and expense of Licensee.

7. Repairs . Licensee, throughout the License Period, shall take good care of the License Areas and the fixtures and appurtenances therein as required of the tenant pursuant to the terms of the related Leases. In the event a particular Lease is silent on Licensor’s obligations to repair, then in addition to Licensee taking good care of the related License Area and the fixtures and appurtenances, Licensee, for that particular License Area, shall also be responsible for the cost to repair any damage other than damage from the elements, fire or other casualty to the building of such License Area forms a part or caused by Licensor or a third-party landlord or their respective, agents, employees, sublessees, licensees (other than Licensee) or invitees. Licensor shall make, or exercise reasonable efforts to cause to be made by such related landlord responsible for such repairs, all necessary structural and other repairs (for which Licensee is not responsible pursuant to the provisions hereof) to the License Area.

8. Damage and Destruction .

(a) Neither Licensor nor Licensee shall have any responsibility to each other in the event of any damage to or theft of any equipment or property of the other party except if caused by the gross negligence or willful misconduct of such party, and the party incurring such loss shall look to its own insurance coverage, if any, for recovery in the event of any such damage, loss or theft.

(b) If a License Area is destroyed or damaged by fire or other casualty, the License Fee as to such License Area shall abate (entirely if all or substantially all of the License Area is damaged and rendered untenantable and proportionately if only a portion of the License Area is damaged and rendered untenantable, in both cases only to the extent that Licensor’s rent under the Lease is also abated) from the date of the casualty to the date by which (as provided in the Lease covering the License Area) the related landlord or Licensor shall have repaired and restored the License Area or damaged portion thereof (but not Licensee’s property and equipment therein) to substantially the same condition it was in prior to the occurrence of such casualty. If the casualty or damage occasioned to the License Area, or to the Premises covered by the related Lease,

of which the damaged License Area forms a part, shall be so extensive as to entitle either or both of the landlord and Licensor to terminate the Lease, and either such landlord or Licensor shall terminate the Lease therefor in accordance with the terms thereof, then this License Agreement with respect to the License Area shall automatically terminate on the Lease termination date, as provided in paragraph 2(b) hereof.

(c) In the event of the occurrence of a casualty or condemnation which affords Licensor a right under the Lease to terminate the Lease by reason of such casualty or condemnation, then Licensee shall have the exclusive right to determine whether to exercise such right of termination in its sole and absolute discretion.

(a) To the extent carrying such insurance is not Licensor’s responsibility under another agreement between Licensor and Licensee, Licensee shall maintain in full force and effect throughout the related License Periods with respect to the related License Area the insurance (other than property insurance as to alterations in the Premises or equipment owned by Licensor in the Premises, which insurance Licensor shall carry) required to be maintained by Licensor under the related Lease. Upon request by Licensor, if Licensee carries such insurance separate from Licensor, Licensee shall provide evidence of such insurance to Licensor in accordance with the requirements of the related Lease.

(b) Indemnification of Licensor . Per each License Area, Licensee shall owe the same indemnification obligations to Licensor as set forth in the Lease covering such License Area as if the words "Owner" or "Landlord" and "Tenant "or "Lessee" or words of similar import, wherever the same appear in the related Lease pertaining to indemnification were construed to mean, respectively, "Licensor" and "Licensee". To the extent a Lease is silent on the indemnification obligations running from the "Tenant" to "Landlord", then for that related License Area, Licensee shall indemnify, defend and hold Licensor, and any partner, officer, agent, employee and director of Licensor (the "Licensor Indemnitees") harmless from and shall defend the Licensor Indemnitees against all claims made or judicial or administrative actions filed which allege that any one of the Licensor Indemnitees is liable to the claimant (other than to the extent caused by or arising from a Licensor Indemnitee’s gross negligence or willful misconduct) by reason of (i) any injury to or death of any person, or damage to or loss of property, or any other thing occurring on or about the License Area or the Premises, or in any manner growing out of, resulting from or connected with the use, condition or occupancy of, the License Area or the Premises, if caused by any act or omission of Licensee or its agents, partners, contractors, employees, permitted assignees, licensees, sublessees, invitees or any other person or entity for whose conduct Licensee is legally responsible, (ii) violation by Licensee of any contract or agreement to which Licensee is a party in each case affecting the License Area or the occupancy or use thereof by Licensee, (iii) violation of or failure to observe or perform any condition, provision or agreement of this License Agreement on Licensee’s part to be observed or performed hereunder, and (iv) Licensee’s manner of use and occupancy of the License Area, except to such extent that any such claim arises from the gross negligence or willful

misconduct of Licensor. Licensor shall similarly indemnify, defend and hold Licensee, and any partner, officer, agent, employee and director of Licensee (the "Licensee Indemnitees") harmless from and shall defend the Licensee Indemnitees against all claims made or judicial or administrative actions filed which allege that any one of the Licensee Indemnitees is liable to the claimant (other than to the extent caused by or arising from a Licensee Indemnitee’s negligence or willful misconduct) by reason of (i) any injury to or death of any person, or damage to or loss of property, or any other thing occurring on or about the Premises, or in any manner growing out of, resulting from or connected with the use, condition or occupancy of, the Premises, if caused by any negligent act or willful misconduct of Licensor or its agents, partners, contractors, employees, permitted assignees, licensees, sublessees, invitees or any other person or entity for whose conduct Licensor is legally responsible (other than Licensee), (ii) violation by Licensor of any contract or agreement to which Licensor is a party in each case affecting the Premises or the occupancy or use thereof by Licensor and (iii) violation of or failure to observe or perform any condition, provision or agreement of this License Agreement on Licensor’s part to be observed or performed hereunder. In addition, and to the extent applicable, if Licensor is the beneficiary of an indemnity or release from the landlord under a Lease, Licensor shall use commercially reasonable efforts to similarly indemnify or release Licensee, to the extent Licensor actually receives the benefit of such indemnity or release.

10. Assignment; Sublicensing . The License granted hereby is personal to Licensee and shall not be assigned nor shall Licensee sublicense or otherwise permit or suffer the occupancy of any/all License Area(s) by any third party without first obtaining the prior written consent of Licensor and if required by the related Lease, the landlord. Notwithstanding the foregoing, Licensee may, without Licensor’s prior written consent and without constituting an assignment or sublicense hereunder, assign this License Agreement or sublicense any of the License Areas to (a) an entity controlling, controlled by or under common control with Licensee or (b) a successor entity related to Licensee by merger, consolidation or reorganization, unless such entity is a competitor of Licensor.

11. Alterations; Restoration .

(a) Commingled Space . In the event that all or a part of a License Area is not physically segregated by demising walls from Licensor to space: