THE SALISBURY CENTER SPACE RENTAL AGREEMENT

This AGREEMENT, entered into as of this _________ day of ________________, 20______, by and between Salisbury Hospitality Group LLC dba The Salisbury Center (“VENUE”), a Virginia Limited Liability Company, and ______________________ (“RENTER”), a _________________________, (collectively known as “THE PARTIES”);

VENUE has been formed to operate an indoor sports and entertainment complex known as THE SALISBURY CENTER located at 8890 Mathis AVENUE, Manassas, VA 20110 (“FACILITY”);

RENTER is a (Type of Business)________________________________________________;

THE PARTIES now wish to reach agreement for the rental of space within the FACILITY for the operation of ________________________________________ (“EVENT” or “EVENTS”).

NOW, THEREFORE, THE PARTIES hereto agree as follows:

1. Scope of AGREEMENT. RENTER shall rent certain space at FACILITY.  The dates, times, locations and details for the rental included in ATTACHMENT A.
2. Responsibilities of Parties. In association with conducting EVENT, THE PARTIES responsibilities shall be:
   1. VENUE: VENUE shall maintain the FACILITY in good repair, shall provide the space to RENTER at all dates and times set forth above, and shall maintain all necessary licenses and permits to allow the activities listed in this AGREEMENT, with exception of any licenses and permits that may be required for EVENT outside of the scope of FACILITY’s licenses and permits.  Certain areas, such as other rooms, private bathrooms, storage, kitchen or other areas not specifically included in AGREEMENT are exceptions from this section.
   2. RENTER: RENTER shall conduct EVENTS and will be independent of VENUE and FACILITY and this contract shall not be considered a partnership between THE PARTIES. RENTER shall obtain any additional licenses and permits as required by State or Local law and shall operate EVENT under terms set forth in ATTACHMENT A.
3. Insurance, Waiver, Acceptance of Risk, and Indemnification. 
   1. Insurance. RENTER shall provide VENUE with copies of General Liability Insurance.  RENTER shall have Liability Insurance of at least $2,000,000.00 (Two-Million Dollars) for each EVENT and shall name VENUE and FACILITY as “additional insureds” on the policy.  RENTER shall provide proof of insurance and that VENUE and FACILITY are named as additional insureds prior to commencement of EVENT.
   2. Waiver of Liability. RENTER has had the opportunity to inspect the FACILITY to determine its fitness for the proposed use and has determined that the FACILITY is fit, with agreed upon improvements and conditions in this AGREEMENT, for the stated activity.  RENTER and its officers, employees, and agents, hereby release VENUE and its members, employees, and agents from any and all claims, demands, actions, and causes of action whatsoever arising out of or related to any loss, damage, or injury, including death,  that may be sustained to any person or property while participating in the proposed activity or other activity within the FACILITY, or upon the premises of the FACILITY, unless such loss is caused by the negligence of the VENUE or its members, agents, or employees, or otherwise, and regardless of whether such activity arises in tort, contract, strict liability, or otherwise, to the fullest extent allowed by law.
   3. Acceptance of Risk. RENTER is aware of the risks and hazards associated with the proposed activity and is aware that such activity may contain the risk of injury, including death.  RENTER and its employees and agents voluntarily participate in such activity with full knowledge of the potential hazard and injury.  RENTER and its members, directors, employees, and agents hereby voluntarily assume full responsibility for any risks of loss, property damage, or personal injury, including death, that may be sustained as a result of participation within the allowed activity regardless of the cause of such loss, damage, or injury or the extent of such.
   4. Indemnification. RENTER shall indemnify and hold harmless VENUE against any and all liability, suits, claims, losses, damages and judgments, and shall pay all costs (including reasonable attorney's fees) and damages to the extent that such liability, costs or damages arise from a claim against the RENTER arising out of this AGREEMENT. The provisions of this section shall survive any termination of this AGREEMENT.
4. Immediate Termination of the AGREEMENT. Upon the occurrence of any of the following events, this AGREEMENT shall immediately terminate:
   1. The bankruptcy, dissolution, or cessation of operations of RENTER or the failure of RENTER to make any payment when required; or
   2. The bankruptcy, dissolution, or cessation of operations of VENUE or the FACILITY.
5. Severability of Provisions. The invalidity or unenforceability of any particular provisions of this AGREEMENT shall not affect the other provisions hereof, and this AGREEMENT shall be construed in all respects as if such invalid or unenforceable provision were omitted.
6. Binding Effect of AGREEMENT. This AGREEMENT shall inure to the benefit of, and shall be binding upon, THE PARTIES hereto and their successors and assigns.
7. Headings. No heading or caption contained in this AGREEMENT shall be considered in interpreting any of its terms or provisions.
8. Gender and Identity. Any gender specific or gender-neutral reference within this AGREEMENT shall be interpreted as including all relevant persons and entities whether masculine, feminine, or gender-neutral and shall be interpreted as both singular and plural.
9. Applicable Law. This AGREEMENT shall be governed in all respects and be interpreted by and the laws of the Commonwealth of Virginia.
10. Premises Damages. RENTER agrees to accept financial responsibility for all damage caused by RENTER, its guests and/or its staff
11. Litigation. In the event of any litigation concerning or arising out of the terms and conditions of this AGREEMENT, the prevailing party shall be entitled to be awarded its reasonable attorney’s fees and all court costs and other costs associated with the litigation.
12. Waiver of Breach of AGREEMENT. If either party waives a breach of the AGREEMENT by the other party, that waiver will not operate, and will not be construed as a waiver of later similar breaches.
13. Notices. All notices under this AGREEMENT are to be sent by registered mail or facsimile to the addresses/numbers below or to any other addresses/numbers as THE PARTIES may designate:
    1.       If to FACILITY: 8890 Mathis Ave, Manassas, VA 20110
    2.       If to RENTER: ___________________________________
14. Non-Disclosure. Unless VENUE and RENTER specifically and expressly otherwise agree in writing, RENTER and VENUE agree that all information regarding this AGREEMENT of whatsoever nature is confidential and shall not be disclosed to any other person. Further, RENTER and VENUE agree not to use or allow to be used any of each other’s Proprietary Information for any purpose other than to accomplish each party’s respective duties under this AGREEMENT.  Notwithstanding any other term of this AGREEMENT, the provisions of this Paragraph shall survive the termination of this AGREEMENT.
15. Prohibitions. RENTER may not conduct any events that will include any lewd, lascivious or other behavior deemed inappropriate by VENUE at its sole discretion.  RENTER also may NOT conduct DEATH METAL, RAP/HIP HOP or GO-GO music events under any circumstances.  With exception of EVENTS conducted by VENUE, no mixed martial arts or muay thai boxing events shall be conducted.
16. Restrictions. RENTER also may not conduct ANY combat sporting event, bring in outside food, beverages (alcoholic or non-alcoholic), AV or other equipment, or any entertainment, vendors, musicians, performers, etc without expressed written consent of VENUE.  It is RENTER’s sole responsibility to get prior approval from VENUE for any event RENTER conducts or for anything or anyone that RENTER intends to bring into FACILITY.  If VENUE deems EVENT inappropriate or that any of these restrictions have been broken or ignored, VENUE may cancel RENTER’s EVENT at any time, up to and including during EVENT with NO REFUND of any portion of RENTER’s DEPOSIT and/or VENUE FEE.  VENUE shall not be unreasonable in enforcement of these restrictions.
17. Cancellations. VENUE may not terminate this AGREEMENT unless RENTER fails to meet its obligations under this AGREEMENT. RENTER may not terminate this AGREEMENT unless VENUE fails to meet its obligation under this AGREEMENT or by circumstances out of its control such as acts of nature. Non-approval of EVENT by VA state or local government or actions by RENTER which result in EVENT cancellation by the VA state or local government and/or its regulatory/administrative bodies shall not constitute circumstances out of its control.  RENTER should ensure it has all proper permissions, licenses, permits, paperwork, contracts, visas or any other required documents before confirming event.  Failure to obtain these shall be considered a default and all monies submitted shall be forfeited.
18. Acts of God. Neither party shall be liable for the other’s failure to conduct said EVENT by reasons or due to labor strike, civil unrest, or acts of God.
19. Entire AGREEMENT. The instrument, including the referenced ATTACHMENT(S), is the entire AGREEMENT between the PARTIES.  This AGREEMENT may be altered only by a written AGREEMENT signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought; oral changes will have no effect.
20. No Partnership or Joint Venture. Nothing herein contained shall constitute a partnership between or joint venture between THE PARTIES hereto or constitute any party the agent of the others nor does it convey ownership of any of one party’s assets to the other.  No party shall hold itself out contrary to the terms of this Section and no party shall become liable by any representation, act or omission of the other contrary to the provisions hereof. This AGREEMENT is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not.

IN WITNESS WHEREOF, THE PARTIES have executed this AGREEMENT under seal as of the day and year first written above.

(Signature)

ATTACHMENT A

In consideration of the respective covenants contained herein, THE PARTIES hereto, intending to be legally bound hereby, agree as follows:

Detail of Activities:

RENTER shall:

• Begin marketing for the purpose of conducting ___________________________ (“EVENT”) at FACILITY.
• Acquire, at its own expense, any additional required licenses and/or permits required in order to conduct their EVENT.
• Be responsible for all setup and removal of its equipment from the space and for the cost of all setup, removal, and all equipment necessary for the performance of its activities, and shall leave the space in a BROOM CLEAN and usable condition prior to the end of each rental period, and shall follow all rules and regulations of VENUE and the FACILITY.
• Be required to use FACILITY’s contracted AV company and equipment if using more than house lighting only, unless otherwise agreed upon in writing. Any AV requested/required by RENTER will be outlined and priced in a separate agreement.
• Be required to use the to use FACILITY’s food and beverage concessions vendor and shall have no right to any income generated from concession sales unless otherwise agreed upon in writing.
• Have the right to connect to the FACILITY’s power supply and internet service for an additional expense. Expense to be determined by VENUE based on usage requirements.
• Be allowed to use (Name Room(s)) _______________________________ and decorate it at their discretion with the exception that RENTER may not hang ANYTHING from ceiling, truss or anything that is not ground supported and may not use any permanent tape, ink, pins, etc that damage the walls, ceiling, furniture, fixtures, etc.  Damage expenses for these things will be deducted from SECURITY DEPOSIT or may be required to be paid for before end of EVENT.
• Be allowed to block _________ parking spaces for VIP parking in FACILITY parking lot for the rate of _______________________ per parking space. Responsibility and expense for ensuring VIP parking is regulated shall be the sole expense of RENTER.
• Be responsible for all the participants and spectators within its EVENT that use the spaces rented by RENTER. Any participants or spectators that violate the rules and regulations of the FACILITY shall be promptly removed from the FACILITY by RENTER.  If RENTER staff do not remove these participants or spectators, FACILITY staff will remove them and RENTER shall be responsible for any damages or fees charged for such removal.
• RENTER will be responsible for any contracts or registrations with their participants. VENUE will collect no money from RENTER participants on behalf of RENTER.  All RENTER participants will be required to sign a waiver AGREEMENT that will hold RENTER and VENUE, FACILITY, its affiliates, parnters, etc harmless for their participation within the FACILITY.  This waiver must be signed and copies turned in to VENUE management before any participation in any EVENTS held at VENUE.
• RENTER shall, at its own expense, be required to have a minimum of TWO (2) Certified Crowd Managers for any events with FIVE-HUNDRED (500) attendees or more. They shall also have ONE (1) Certified Crowd Manager for EVERY TWO-HUNDRED-FIFTY (250) attendees above FIVE-HUNDRED (500).  VENUE may be able to provide said Certified Crowd Managers for an additional charge but is not required to do so.
• RENTER shall ensure that RENTER’S EVENT shall maintain sound levels BELOW SIXTY (60) decibels as measured FIFTY FEET (50’) from exterior of building or as defined by current or updated statute or code to ensure compliance with Manassas City Sound Ordinance.

Date(s) and Time(s) of EVENT:

The RENTER shall have access to and use of the space located in the VENUE known as (Name Room(s))________________ from ________ AM/PM on ______________________, 20______, to _________ AM/PM on __________________, 20_____ for the purpose of hosting the RENTER’s ______________________ (hereinafter referred to as “EVENT”). OWNER shall provide to RENTER all keys, access control codes, and/or other items deemed necessary by OWNER or will have staff available to give RENTER such access no later than _______ AM/PM on EVENT day.  Standard RENTAL PERIOD is 9 (NINE) hours and VENUE must be left Broom Clean.  Any time or use of space needed beforehand or after RENTAL PERIOD shall incur fees unless otherwise agreed upon in writing by OWNER.

Location of EVENT:

Address of the EVENT will 8890 Mathis Avenue, Manassas, VA 20110.

Rooms Rented:

___________________________________________________________________________________________________________

Dress Code:

All individuals entering the FACILITY must meet the VENUE dress code policy as defined by VENUE. Such policy shall be determined by VENUE. This includes all of the employees and staff of RENTER.

Occupancy:

RENTER agrees that VENUE may restrict or deny access to any individual for any reason including, but not limited to, dress code, capacity issues, age verification requirements, safety concerns, and any other reason as VENUE management may deem necessary; however, such authority shall not be exercised unreasonably

Transportation:

VENUE will not provide any transportation for the EVENT. If RENTER provides transportation to any individual or individuals, VENUE assumes no responsibility for any liability arising of such transportation.

Payment:

The RENTAL FEE for the use of the VENUE described above shall be $___________________ (___________________ Dollars and Zero Cents). The balance of the RENTAL FEE, less the non-refundable deposit described below, shall be payable to the OWNER ONE WEEK prior to commencement of the rental period described above.

Non-Refundable Deposit:

The RENTER shall pay to the OWNER either a $5,000 (Five-Thousand Dollar) or 50% (Fifty Percent) of full RENTAL FEE, whichever is greater, NON-REFUNDABLE RENTAL DEPOSIT to CONFIRM the EVENT.  EVENT is NOT CONFIRMED until full SECURITY DEPOSIT and initial NON-REFUNDABLE RENTAL DEPOSIT are PAID IN FULL.  The NON-REFUNDABLE RENTAL DEPOSIT shall be applied to the Rental Cost upon final settlement of accounts.

Security Deposit:

The RENTER shall pay to the OWNER a SECURITY DEPOSIT of $500 (Five-Hundred Dollars and Zero Cents) to HOLD the EVENT date.  RENTER must also pay the OWNER 10% (Ten Percent) of the total RENTAL FEE as an additional SECURITY DEPOSIT, along with NON-REFUNDABLE DEPOSIT to CONFIRM the EVENT.  The total SECURITY DEPOSIT is for damages, security or any other costs incurred by RENTER during EVENT.  SECURITY DEPOSIT, will be returned to the RENTER by check within 96 (Ninety-Six) Hours of conclusion of EVENT, minus any charges for other costs incurred and/or for damages to the VENUE by RENTER or his/her associates and/or attendees of the EVENT. Security Deposit shall NOT be returned if RENTER does not conduct their EVENT.

Bar or Food Revenue:

VA LAW does not allow a Licensee to pay anyone other than Franchisors, Landlords or Employees a percentage of sales.

Alcohol Discounts:

VA LAW does not allow Licensees to discount alcohol except in specific circumstances.  Venue cannot and will not offer discounts on alcohol except in accordance with VA LAW.

Marketing:

VENUE grants RENTER the right to use FACILITY logo (only AFTER AGREEMENT has been signed and ALL deposits have been paid) to distribute, market and promote the EVENT directly, provided that such marketing comply with all terms and conditions imposed on RENTER by this AGREEMENT.  Such right shall terminate upon the termination of this AGREEMENT. If RENTER desires, then RENTER shall provide and pay for radio advertisement, flyers, email marketing, newspaper and magazine press, and print and design fees (hereafter referred to as “Promotional Material”), unless specifically excluded in writing in this AGREEMENT and agrees to tag VENUE in such advertising, if any.

RENTER grants VENUE the right to use RENTER’s logo to distribute, market and promote the EVENT directly, provided that such marketing complies with all terms and conditions imposed on VENUE by this AGREEMENT.  Such right shall terminate upon the termination of this AGREEMENT. If VENUE desires, then VENUE shall provide and pay for radio advertisement, flyers, email marketing, newspaper and magazine press, and print and design fees (hereafter referred to as “Promotional Material”), unless specifically excluded in writing in this AGREEMENT and agrees to tag RENTER in such advertising, if any. 

RENTER will bear all expenses for RENTER’s operation and staff in the distribution and organization of Promotional Material.  RENTER will use its best efforts to advertise and promote the EVENT.  RENTER shall exercise best judgment on the distribution and dissemination of Promotional Materials to promote VENUE for the EVENT. 

I have read and agree to all conditions contained herein. In witness whereof, each party to this AGREEMENT has caused it to be executed as of the date first written above.