Test Today USA

AR LICENSE AGREEMENT


THIS LICENSE AGREEMENT (this "Agreement") is made effective as of the 08/19/2021 (the “Effective Date”),by and between  , a  ("Licensor"), and, Trinity Grand Marketing, LLC, DBA: Test Today USA, LLC a Texas limited liability corporation ("Licensee").


RECITALS:

 WHEREAS, Licensor has a leasehold interest in that real property situated in the County of , which property (the “Licensor Property”) is more particularly depicted on Exhibit “A”, attached hereto and made a part hereof;

WHEREAS, Licensee is conducting a COVID-19 testing program and desires to have the right to operate such program on a portion of Licensor Property subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual premises and promises contained herein, and other good and valuable considerations, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto hereby agree as follows:


AGREEMENTS:

  1. Grant of License. Testing.  Commencing on the Effective Date, Licensor hereby grants to Licensee a non-exclusive license to access and use that portion of the Licensor Property as depicted on Exhibit “A”, (the “Testing Area”) for the testing of individuals for the COVID-19 virus, Monday-Sunday (days) 8AM-6PM (hours) and at other hours and days as may be permitted by the licensor's as owner, or appointed manager, in his/her sole and absolute discretion. The use of such Testing Area shall be for the non-exclusive use of Licensee and Licensee’s employees and invitees.
  2. License Fee. In consideration of the rights granted herein, Licensee shall pay to Licensor a monthly fee “License Fee” in the amount of $_and 00/100 dollars ($0,000.00), payable on the first day of each month. If the Effective Date or termination date occurs on a day other than the first or last day of a month, as applicable, the License Fee shall be prorated for such partial month based on the actual number of days in such month.
  3. Term. The term of this Agreement shall be month-to-month and commence on the Effective Date.
  4. Use of Testing Area. Licensor shall keep the Testing Area free and unobstructed for the use of all persons and parties entitled to the use thereof and shall not (except for ice and snow) allow any obstructions to accumulate thereon.  Licensee shall conduct operations on and with respect to the Testing Area so as not to create a nuisance or cause detrimental effects (excepting normal wear and tear) to the improvements located thereon.
  5. Public Dedication. Nothing contained in this Agreement shall be deemed a gift or dedication of any portion of the Licensor Property to the public or for any public purpose whatsoever.
  6. Insurance/Indemnification. Licensee hereby indemnifies, defends and agrees to hold harmless Licensor, and Licensor’s agents, employees, and invitees with respect to all liabilities, costs, causes of action and claims relating to Licensee and/or Licensee employees, and/or invitees use of the Testing Area including damage which may occur to any of Licensor’s  agents and/or invitees vehicles while within the Testing Area. In addition, Licensee shall maintain policies of public liability insurance coverage insuring against the risk of bodily injury, property damage and personal injury liability with respect to the use of the Testing  Area, with a limit of not less than Three Million and No/100 Dollars ($3,000,000) per occurrence; provided, however, that (i) at least $1,000,000.00 of such general liability insurance shall be primary coverage, and (ii) the remaining $2,000,000.00 of such coverage may be pursuant to an umbrella excess liability policy, issued by a reputable insurance company reasonably acceptable to Licensor which company is licensed to do business in the State of California, and having a Best’s A-, VII or better rating. Licensor or its successors and/or assigns shall be named as additional insured in such policy and Licensee and/or its assigns, shall provide Licensor with a Certificate of Insurance naming Licensor or its successor and/or assigns as an additional insured. Notwithstanding anything in this Agreement to the contrary, Licensor has no obligation to provide any security for the Testing Area and Licensee hereby waives any and all claims and/or rights against Licensor due to any failure to provide any and/or adequate security. 
  7. Governmental Approvals. If required, Licensee, at Licensee’s sole cost and expense, shall be responsible for and shall obtain any and all licenses, permits or other approvals from any and all governmental agencies, federal, state or local, required to carry on any activity permitted herein applicable specifically to Licensee’s and others use thereof.   
  8. Applicable Law. This Agreement shall be governed by and interpreted under the laws of the State of Texas.  Any litigation arising hereunder shall take place in Collin County, Texas.
  9. Conformity with all Applicable Laws. Nothing in this Agreement shall be construed as requiring or permitting any person or entity to perform any act or omission in violation of any local, state or federal law, regulation or requirement in effect at the time the act or omission would occur.  Provisions in this Agreement which may require or permit such a violation shall yield to the law, regulations, or requirement.
  10. Counterparts. This Agreement may be executed in one or more counterparts, each of which in the aggregate shall constitute one and the same instrument.
  11. Amendments and Termination. This Agreement embodies the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, if any, relating to the matters addressed herein and may be amended or supplemented only by a written instrument executed by the party against whom enforcement is sought. Notwithstanding anything in this Agreement to the contrary, either party may upon thirty (30) days prior written notice to the other party, terminate this Agreement. Default on the part of Licensee in paying the License Fee, or in keeping or performing any other term or condition of this Agreement, shall authorize Licensor after written notice of such default to Licensee, and upon the Licensee’s failure to cure the default within three (3) days of delivery of such notice to declare the Agreement terminated without further notice.
  12.  Notices. Any and all notices, demands or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if served either personally or via Federal Express or other nationally recognized courier delivery service or via the United States mail, certified or registered, postage prepaid, return receipt requested.  If such notice, demand, or other communication be served personally, service shall be conclusively deemed made at the time of such personal service.  If such notice, demand, or other communication be given by mail, or by courier service, such shall be conclusively deemed given upon receipt or first refusal of receipt when addressed to the party to whom such notice, demand, or other communication is to be given as hereinafter set forth:

To Licensor:

Attn:   

 To Licensee:

Trinity Grand Marketing, LLC

[email protected]

 ____________________

  Attn:  Frederick Costa III, C.E.O.

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.


Agree & Sign

I agree that I have read and understand, the entirety of this document including the following sections and accept its terms and conditions.

 

RECITALS

AGREEMENTS

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Signature Certificate
Document name: AR LICENSE AGREEMENT
lock iconUnique Document ID: 7f2eaed895a64b9493c028958da2ccc2732e0e5b
Timestamp Audit
08/26/2021 2:15 pm CSTAR LICENSE AGREEMENT Uploaded by PRESTON BUCKNER - [email protected] IP 2601:240:df80:8c10:2443:d201:8db0:26c2