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Revised August 30, 2012 177-12 LICENSE AGREEMENT By and Between The Township of West Orange, a New Jersey Municipal Corporation whose address is 66 Main Street, West Orange, New Jersey (“Township”), and New Jersey Arts Incubator (“NJAI”) , a New Jersey Not for Profit Corporation whose address is c/o Amy Simon, Chairperson, 64 Wellington Avenue, West Orange, New Jersey (“ Licensee” and, together with Township, the “Parties.”). The above Parties hereby agree to the following terms and conditions of this license agreement. 1. License Date and Effective Date of Agreement. This License is made with an effective date of June 1, 2012 ("Effective Date"). This Agreement shall not be effective untilTownship receives a copy of this Agreement executed by the President of the Board of Trustees of Licensee along with a Resolution evidencing approval by the Licensee's Board of Trustees. 2. Description of Agreement Premises. The premises licensed by Township toLicensee includes all the premises, grounds and building now known as the Oskar Schindler Performing Arts Center on Boland Drive in the Township (the "Premises"). 3. Term. The term of this License shall be for five (5) years effective date of June 1, 2012 ending May 31, 2017. 4. Licensee's Use. Licensee shall use the Premises for a performing arts facility with all rights to indoor and outdoor usage of the building in furtherance of NJAI’s mission and not for any private use. 5. Fee and Insurance. A fee shall be payable annually for the term of the license in the amount of one dollar ($1.00). In addition to the nominal fee, Licensee agrees to maintain public liability insurance naming itself and Township as named insured in an amount not less than one million ($1,000,000) dollars per occurrence and two million ($2,000,000) dollars in the aggregate. Licensee shall provide Township with a copy of same and renewals thereof not less than thirty (30) days before the date on which the insurance expires. This Agreement shall not be effective until Township receives the required insurance. 6. Usage. Licensee shall have the non-exclusive use of the Premises during the term of the Agreement. Township may utilize the

e effective until Township receives the required insurance. 6. Usage. Licensee shall have the non-exclusive use of the Premises during the term of the Agreement. Township may utilize the facilities for Township events with notice at least thirty (30) days in advance. The Parties agree to negotiate any scheduling conflicts in good faith. All outside community users will be subject to the attached rules and regulations, and will sign a sublicense agreement with Licensee covering such usage on reasonable terms and conditions of Licensee and agrees to pay any out of pocket expenses of Licensee.Licensee shall be permitted to license the Premises for events or ongoing community related services which agree to license or sublease the Premises and which do not interfere with NJAI’s obligation to provide at least eight (8) programs annually at the Premises. Programming content shall be family oriented as determined by Township Business Administrator. Sublicensees of the Premises through NJAI shall be subject to this master Agreement, which will be indicated in