Purchase Agreement

Single Game Suite License Agreement

Last Updated: May 8, 2024

This Single Game Suite License Agreement, including all Exhibits attached to this agreement (this "Agreement"), and as referenced on the Checkout Page, sets forth the terms and conditions of the suite license (the "License") granted by Minnesota Vikings Football Stadium, LLC ("Licensor") to the named person or entity executing this Agreement as licensee ("Licensee"). All Exhibits are incorporated herein by reference. Each capitalized term used in this Agreement shall have the meaning ascribed to such term wherever defined in this Agreement. Subject to the terms and conditions of this Agreement, the License granted hereby relates to the Suite number and Suite Type set forth above (the "Suite") in U.S. Bank Stadium (the "Stadium") for use by the Minnesota Vikings Football, LLC professional football team (the "Vikings") and for other events.

GRANT OF SUITE LICENSE: Subject to the terms, conditions, and limitations contained in this Agreement, Licensor hereby grants Licensee the License to use and occupy the Suite, subject to the Suite Details in the Order Summary.
TERM: The Suite is licensed on a single game basis. This Agreement is effective as of the Contract Date specified above; however, Licensee will have the right to use and occupy the Suite only on the Event Date. Such use and occupancy will be allowed only within the Event Hours described in Section 8(a). This Agreement shall terminate on the Event Date at the conclusion of the Event Hours (such period of use and occupancy hereafter referred to as the "Term").
DEFAULT AND EARLY TERMINATION OF AGREEMENT: If Licensee fails to pay any License Fee or other sum due hereunder within five (5) days after the date due, or Licensee fails to cure any material default or breach within ten (10) days after written notice of such default or breach from Licensor to Licensee, then Licensor may terminate this Agreement and, at Licensor's option, re-license the Suite for the Event Date. In the event of any termination of this Agreement pursuant to this Section, Licensor shall be entitled, in addition to and not in limitation of any rights or remedies available to Licensor under this Agreement, at law, or in equity, to damages in an amount equal to the License Fee payable hereunder, plus any expenses incurred by Licensor in connection with termination and re-licensing, plus any outstanding catering or other charges, plus any Late Charge thereon. In addition to the foregoing, Licensee shall reimburse Licensor for all costs incurred by Licensor in connection with a default by Licensee, including reasonable attorneys' fees, for both inside and outside legal counsel.
FOOTBALL ADMISSION TICKETS AND RADIO ADVERTISEMENT: Subject to modification due to Force Majeure, Licensee will receive the specified quantity of admission tickets to the Suite for the Vikings home game held at the Stadium on the Event Date. The cost of such tickets is included in the License Fee. Admission to the Stadium for each guest or invitee of Licensee shall require an admission ticket. In the event any individual seeks access or is permitted access to the Suite by Licensee without the required Stadium admission ticket, Licensor may, in its sole discretion, refuse admittance to the Suite and/or require that such individual immediately leave the Stadium. It is explicitly acknowledged by Licensee that this Stadium admission ticket requirement for access to the Suite is a material provision of the Agreement and that violation of this provision shall constitute a material breach of the Agreement.
LICENSE FEE: Any failure by Licensee to make the License Fee payment when due will be a default by Licensee under this Agreement, which permits Licensor, among other available remedies, to terminate this Agreement pursuant to the terms of Section 3 above. License Fee payments received by Licensor after the due date shall be subject to a late charge of one and one- half percent (1.5%) of the amount due for each month or fraction thereof that payment remains delinquent (or, if less, the greatest amount permitted by Applicable Law) (the "Late Charge"). Licensee will pay the License Fee together with any additional amounts due under this Agreement to Licensor without set off, deduction, or counter-claim. The term "Applicable Law" as used in this Agreement shall mean any and all Applicable Laws (including all statutory enactments and common law), ordinances, constitutions, regulations, treaties, rules, codes, standards, permits, requirements and orders that have been adopted, enacted, issued or ordered by any governmental entity or court, including administrative law tribunals.
SECURITY DEPOSIT: Upon signing this Agreement, Licensee shall provide Licensor with a major credit card to be held on file as security for the full and faithful performance by Licensee of its obligations under this Agreement. Licensee acknowledges that it shall provide replacement card information upon the expiration or termination of the credit card held on file. Licensee’s failure to provide Licensor with valid credit card details or updated replacement card information shall constitute a default. Licensee acknowledges and agrees that Licensor shall charge Licensee’s credit card for any amounts owed by Licensee to Licensor and/or costs incurred by Licensor to restore or repair the Suite to the condition at the commencement of this Agreement, normal wear and tear excepted, including doors, carpeting, furniture, fixtures, walls, equipment, and appliances. Licensor may also charge Licensee’s credit card, in its reasonable discretion, as a partial or whole remedy for any uncured default of Licensee throughout the Term or to off-set against any damages owed to Licensor by Licensee on account of a breach of any provision of this Agreement. Failure of any credit card to allow a submitted charge shall constitute a default. Any default hereunder, must be remedied by Licensee within three (3) business days.
PARKING PASSES: Licensor may provide Licensee with complimentary parking spaces for automobiles in a parking area as determined solely by Licensor. The reserved spaces will be made available for use by Licensee on the Event Date at the times access to the Suite is permitted as specified herein.
USE AND OCCUPANCY OF SUITE:

Event Hours. Licensee and Licensee's guests or invitees shall be permitted access to the Suite on the Event Date, subject to the Suite admission ticket requirements stipulated in Section 4, for a period of time beginning in advance of the scheduled start of the event and continuing for a period of time after the conclusion of the event (the "Event Hours"). Such Event Hours for each event shall generally coincide with the time the Stadium gates are opened for admission of the general public for each event and continue for a period of one (1) hour after the conclusion of the event or such other time period as may be reasonably set by Licensor. Licensee shall only be entitled to use of the Suite on the Event Date during the Event Hours.
Cancellation or Postponement. Licensee assumes the risk and releases and absolves Licensor of any liability or responsibility for the cancellation or postponement of the Vikings game on the Event Date, whether the result of labor disputes, including strikes or walkouts by employees or lockouts by management, or due to riots, acts of nature or civil unrest, acts of God, acts of war, natural disasters, weather conditions, NFL sanctioned game outside the U.S. or other causes beyond the reasonable control of Licensor. Except as specifically set forth and provided in this Agreement, there shall be no refund or abatement of the License Fee as a result of such cancellations or postponements.
Ticket-Back Terms Binding. Licensee is subject to and shall comply with all provisions set forth on the back of the event tickets and the bylaws, rules, regulations, and guidelines of the NFL and the Authority, as they presently exist or as they may from time to time be amended or enacted, including, without limitation, any policy adopted with respect to the cancellation or postponement of games. Licensee shall comply with all reasonable Regulations established from time to time by Licensor or the Stadium operators for the safety, comfort, and benefit of all users of the Stadium.
Decorum. In addition, Licensee and Licensee's guests or invitees shall maintain proper decorum while using the Suite, shall abide by and observe all reasonable Regulations established from time to time by Licensor, the Vikings, the Authority, and the Stadium operators, pertaining to the use of the Suite, and shall comply with all Applicable Laws, ordinances, orders, Regulations, now or hereafter in effect of all governmental authorities relating to Licensee's use of the Suite, and shall not permit any use or manner of use of the Suite in violation of the foregoing. Without limiting the foregoing, Licensee and Licensee's guests or invitees shall not permit the use of the Suite in violation of this Agreement, or create any nuisance or take any action that either diminishes hazard insurance coverage for the Stadium or increases the premium payable for such insurance.

SUITE ACCESS:

Suite Access-Generally. Licensee and Licensee's invitees shall be entitled to access and use of the Suite only for the purpose of attending the Vikings game on the Event Date. Licensee shall only be entitled to use the Suite during the Event Hours. Each occupant of the Suite during an event must have the required event ticket for that event. Licensee and its invitees shall be bound by the terms and conditions upon which tickets for access to the Suite are issued including, without limitation, any policy adopted by the issuer of such tickets with respect to the cancellation or postponement of the event and the Regulations, and all Applicable Laws.
Use of Nonexclusive Common Areas. Licensee shall be entitled to the nonexclusive use in common with Licensor and other users of the Stadium of the sidewalks, stairways, ramps, toilets, elevators, and other portions of the Stadium as Licensor may designate from time to time for exclusive use by Licensee or for shared use with other users of the Stadium, subject to any and all Regulations and rights reserved by Licensor.
Licensor Access. Licensor, its officers, agents, employees and representatives and the representatives of the Authority (including the Stadium operator) shall have access to the Suite and all cabinets and storage areas therein at all times.
Licensor Reservation of Rights. Licensor reserves the right, in its sole discretion and on its own behalf or through a designee, to enter the Suite and to remove any Suite ticket holder or occupant who has violated or is violating the terms and conditions of this Agreement, including any Applicable Laws or Regulations, applicable to conduct in the Suite, or who is creating a nuisance or disturbance in or about the Suite or the Stadium. Licensor shall have the right, in its sole discretion, to prohibit the consumption of alcoholic beverages within the Suite for or during any event, including, but not limited to, such events for which the Authority, sponsor, event promoter, or municipality has prohibited the consumption of alcoholic beverages at such event

FURNISHINGS, DECOR AND ALTERATIONS:

Suite Furnishings and Licensee. The Suite shall be furnished and equipped by Licensor. Licensor shall have the right, at its discretion, to make any additions, changes, or alterations to the interior or exterior of the Suite or Suite fixtures, furnishings, equipment, or décor. All such furnishings shall be and remain the property of Licensor. Licensee accepts the Suite and its furnishings in "as is" condition and assumes responsibility for the equipment, appliances, furnishings and fixtures provided by Licensor in the Suite.
Alterations of the Suite. Licensee shall not make any alterations or changes to the interior or exterior of the Suite without the prior written consent of Licensor, which consent may be withheld in the Licensor's sole discretion.
Responsibilities Upon Termination. Licensee shall be responsible at the expiration of the Agreement for the cost of repairing walls, doors or other elements of the Suite to restore the Suite to its condition at the commencement of the Agreement, with the exception of normal wear and tear.
Prohibited Actions. Licensee shall not permit any lighting, sound or odors that are visible, audible or perceptible from outside the Suite without the prior written permission of Licensor. Licensee may not hang any signage outside of the Suite or have signage within the Suite that would be visible from the Stadium seating area. Microwave ovens or other food preparation appliances are strictly prohibited within the Suite. Licensee may not remove from the Suite any equipment, appliances, furnishings, fixtures or other personal property contained in the Suite. Any additions or alterations to the Suite shall become the property of Licensor. No liens or encumbrances may be placed upon the Suite or any part thereof by, through or under License

REPAIR AND MAINTENANCE OF SUITE DURING TERM: Licensor reserves the right to charge Licensee for, and Licensee shall pay, the cost of any damage to the Suite or extraordinary maintenance, replacements, or cleaning of the Suite and its contents, resulting from any act or omission of Licensee, its guests, invitees or any party occupying or utilizing the Suite with the consent of Licensee. Licensee shall pay for all charges billed to Licensee pursuant to this Section within fifteen (15) days after the date billed to Licensee. All charges not paid when due will be subject to the Late Charge. Repair and maintenance required for damage and breakage beyond normal wear and tear, resulting from misuse or negligence of Licensee or its guests or invitees shall be performed by Licensor or its subcontractors and the costs shall be payable by Licensee. Charges not paid when due shall constitute a default under this Agreement and shall be subject to a Late Charge, as set forth in Section 5.
FOOD AND BEVERAGE SERVICE WITHIN THE SUITE:

Food and Beverage Service: Subject to modification due to Force Majeure, Licensor shall provide an all-inclusive food and beverage package as determined by the caterer to the Stadium. The package will include a predetermined beverage selection. Catering quantity is based on the seating capacity of the Suite. Licensee shall have the option to add additional food and beverage items to supplement the food and beverage package at Licensee’s expense. Exclusive food and beverage service is provided by such catering concessionaire and the right to provide such service to the Suite is exclusive. Licensee shall not permit food preparation within the Suite nor the bringing of food or beverages into the Suite from the concession stands located in the Stadium concourses or from outside the Stadium. Licensee hereby agrees that all food or beverage consumed in the Suite will be obtained from the authorized food and beverage catering concession service designated by the Authority for the Suite. Licensor may also offer special food catering services, including in suite waiters and other such customized services at the request of Licensee on terms and conditions to be established from time to time by Licensor. If Licensee incurs additional charges as described above, all amounts owing to such catering concessionaire or Licensor, as applicable, shall be paid on a timely basis, including all applicable taxes.
Prohibited Conduct and Compliance with Alcohol Consumption Laws. Licensee is hereby advised that city ordinances and other Applicable Laws may prohibit consuming alcoholic beverages within the Suite if purchased at Stadium concession stands and other identified areas of the Stadium. Licensee covenants that it shall, and it shall cause its guests or invitees to, observe all state and local Applicable Laws governing the consumption of alcoholic beverages within the Suite, and Licensee is responsible for such guests or invitees. Licensee shall be responsible to ensure that at least one (1) adult, age twenty-one (21) years or older, is present in the Suite at all times in which the Suite is occupied by Licensee or its guests or invitees. Licensee and its guests or invitees shall not allow any individual under the legal drinking age to consume any alcoholic beverage from, in or around the Suite.

LIABILITY FOR LICENSEE PROPERTY; INDEMNIFICATION:

Exculpation Provision. Licensor, the Vikings, the Authority, the Governmental Bodies and each of their affiliates, owners, shareholders, members, partners, employees, officers, directors, managers, and agents (collectively, "Licensor Group") shall not be liable for any loss, damage, illness, or injury to Licensee, its guests or invitees or any other person or their property in or around the Suite or the Stadium, resulting from any cause including, but not limited to, theft, negligence, personal or bodily injury, criminal conduct, vandalism or interruption of utility service, except to the extent any such claim, loss, expense, injury, or damage is caused by the willful misconduct of Licensor Group.
Licensee Indemnification Responsibilities. Licensee shall be liable for any damage, loss, illness, or injury to the property or person of Licensee or Licensee's guests or invitees in or upon the Suite or the Stadium and Licensee hereby agrees to indemnify, defend, and hold Licensor Group and the Authority harmless from and against any claim, loss, liability, expense, injury, exposure to communicable diseases, viruses, bacteria, or illness, or damage to the property or person of Licensee or Licensee's guests or invitees occurring in or upon the Suite or the Stadium resulting from any cause whatsoever, including without limitation, Licensee's use of the Suite, except to the extent any such claim, loss, expense, injury, or damage is caused by the willful misconduct of Licensor Group. Further, Licensee shall indemnify and hold Licensor harmless from and against any and all liability, loss, claims, demands, costs and expenses incurred by Licensor in connection with Licensee's or Licensee's guests or invitees contravention or alleged contravention of the provisions of this Agreement or Applicable Laws, Regulations or any act or omission, including negligence and willful misconduct, of Licensee or Licensee's guests or invitees arising from, in connection with, or incident to the use and occupancy of the Suite or any other areas of the Stadium to which such persons gained access. Such indemnity by Licensee will include, without limitation, the obligation to provide in advance all costs and expenses of defense against any such indemnified claims.

ASSIGNMENT OF LICENSEE RIGHTS HEREUNDER:

Prohibition on Assignment and Transfer. Licensee shall not sell, assign, rent, sublease, use any such tickets or passes in a promotional manner, or otherwise transfer all or any part of its rights and obligations pursuant to this Agreement without the prior written consent of Licensor. Regardless of any consent by Licensor, Licensee shall in no event be released from liability under this Agreement. Licensee may not sell or re-sell any tickets or passes issued to it. Any such sale or promotion, or attempted sale or promotion, will constitute a default hereunder and shall subject Licensee to the termination provisions of this Agreement.
Responsibility for Guest and Invitee Actions. Licensee shall remain responsible for the guest or invitee acts or omissions within the Suite and those areas of the Stadium in which such persons have gained access, and for costs incurred in connection with Licensee guest or invitee use of the Suite or the other areas of the Stadium in which such persons are granted access by virtue of holding a ticket to the Suite, including food and beverages ordered by guests or invitees that are not part of an all-inclusive food and beverage package. Licensee may restrict the ability of guests or invitees to order food and beverages or to incur other costs related to their use by notifying Licensor in writing of such restrictions. Absent such written notification, guest or invitee requests for food, beverages and other services will be honored by Licensor and Licensee shall be billed and Licensee agrees to pay for the costs related thereto.

ASSESSMENT OF TAXES: Licensee shall be liable for any sales, use, personal property, or similar taxes or fees that may be assessed by a Governmental Body or governmental authority as a consequence of this Agreement. Any increases in such taxes and fees are payable to Licensor in full within fifteen (15) days after written notice is given to Licensee by Licensor, and such obligation to pay will survive the expiration or early termination of this Agreement.
FORCE MAJEURE: Except as provided in and as applicable to the provisions of this Section 16 hereof, if a cancellation, postponement, or non-performance of the Vikings game at the Stadium on the Event Date occurs, Licensor is unable to deliver or perform any of its obligations pertaining to the Suite, or Licensee is unable to use the Suite by reason of a Force Majeure, Licensor shall not be liable in any respect and there shall be no refund or abatement of the License Fee. For purposes of this Agreement, a "Force Majeure" shall include without limitation riots, civil insurrection, strikes, lockouts, terroristic acts, acts of God, plague, pandemic, epidemic, global health emergency, and/or actual or anticipated public health crises, acts of war, natural disasters, severe or inclement weather, governmental actions or prohibition, Applicable Law that prohibits an event, delay in construction or other completion of the Stadium pursuant to which use and occupancy of the Suite is prohibited and/or not feasible, or any event or circumstance beyond the reasonable control of Licensor, and all whether foreseeable and unforeseeable. Notwithstanding the foregoing, in the event the Vikings home game held at the Stadium on the Event Date is (i) cancelled and not rescheduled or (ii) played without Licensee being permitted access to use and occupy the Suite, in each case due to Force Majeure, Licensor may, at its sole option and discretion, use commercially reasonable efforts to substitute a suite or a block of general or club level seating at a location agreed upon by Licensor and Licensee, for any Vikings home game during the current NFL season, to the extent available and in Licensor's control (a "Suite Substitution"). In the event of a Suite Substitution, the new suite or seating assigned by Licensor shall be deemed the "Suite" and any such future game shall be deemed the "Event Date" as such terms are used in this Agreement. Licensee agrees and acknowledges that Suite unavailability due to Force Majeure or a Suite Substitution shall not be a breach or default of this Agreement by Licensor and that Licensee will have no right to terminate the Agreement. If no such substitution occurs, this Agreement shall terminate effective as of the date of notice to Licensee, with no fault or liability of Licensor, and Licensee shall receive a credit for the License Fee (if previously paid), unless a refund is requested by Licensee in writing within fifteen (15) days of such termination.
SURRENDER OF THE SUITE: Upon the expiration or termination of this Agreement, Licensee shall immediately quit and surrender the Suite to Licensor without any payment therefore by Licensor. Any personal property owned by Licensee and remaining in the Suite after any such expiration or termination may, at the option of Licensor, be deemed to have been abandoned, and may be disposed of by Licensor in accordance with Applicable Laws. Licensee shall surrender possession of the Suite to Licensor in its condition at the time of the original occupancy by Licensee, excluding normal wear and tear. Any and all permanent fixtures and structural improvements provided by Licensee, during the Term, shall become the property of Licensor. All keys, identification cards, including Suite tickets and parking passes in the event of expiration or early termination, and other items provided by Licensor to Licensee related to this Agreement shall be returned to Licensor at such time.
LICENSEE COVENANTS AND REPRESENTATIONS:

Licensee Covenants. All use of the benefits granted hereunder and/or associated with the Suite shall be subject to the Regulations and other regulations established from time to time by Licensor, the Authority, the NFL (including the NFL Rules), any sports league, conference or association, or promoter of events, regarding the use and occupancy of the Suites in the Stadium, as modified from time to time (the "Regulations") and all or part of Licensee's rights and interests under this Agreement may be revoked in the event of the failure of Licensee or those individuals who are authorized by Licensee to use such benefits to comply with such Regulations. Licensee and Licensee's invitees shall maintain proper decorum, comply with all Applicable Laws and Regulations, not suffer or permit the continuation of any use or manner of use of the Suite or other benefits associated with the Suite in violation of this Agreement, not create any nuisance, and not take any action which either diminishes hazard insurance coverage for the Stadium or increases the premium payable for such insurance. Licensee and Licensee's invitees shall be bound by and observe the terms and conditions upon which the admission tickets, any parking passes and other benefits associated with this Agreement are issued or sold.
Licensee Representations. Licensee hereby represents, warrants and agrees as follows:

Licensee has read and understands the terms of this Agreement and has full authority and legal capacity to enter into and sign this Agreement and carry out its terms and conditions.
Licensee is not entering into this Agreement as an investment, the Agreement will not be used for any investment purpose whatsoever, and Licensee has no expectation of profit from the rights and interests arising under and pursuant to this Agreement.
Licensee is entering into this Agreement for Licensee's own use and not with a view to the distribution, transfer or resale of all or part of the rights and interests hereunder.
Licensee acknowledges that the rights conferred on Licensee by this Agreement, and the benefits associated hereunder are rights of personal privilege and do not under any circumstance confer on Licensee any interest or estate in real property, any leasehold interest in the Suite or the Stadium, or any equity or other ownership interest in any person or entity, including Licensor.
Licensee acknowledges that the transfer of this Agreement is restricted and that this Agreement may be terminated by Licensor under certain conditions, as explained in this Agreement.
Licensee acknowledges that the Vikings shall be an intended third-party beneficiary under this Agreement and will directly and/or indirectly realize certain benefits from this Agreement.

Disclaimer of Warranty. Licensee's rights and interests under this Agreement shall not be viewed or acquired as an investment, and Licensee does not expect to derive any economic profits from this Agreement. LICENSEE ACKNOWLEDGES THAT NEITHER LICENSOR NOR ANY PERSON OR PERSONS ON BEHALF OF LICENSOR HAVE MADE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THIS AGREEMENT OTHER THAN AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY OF CONDITION, VALUE OR EXPECTATION OF VALUE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO (A) THIS AGREEMENT, (B) THE SUITE, OR (C) THE STADIUM AND ITS APPURTENANT FACILITIES.

LICENSOR RESERVATION OF RIGHTS: In addition to all rights at law or in equity or under the other terms of this Agreement, Licensor hereby expressly reserves the right to (i) check and verify Licensee's creditworthiness; (ii) terminate this Agreement and return the amount paid upon execution of this Agreement by Licensee if Licensee's creditworthiness is not satisfactory to Licensor; (iii) increase the number of suites in the Stadium and the right to increase the number of suite licensees beyond the number that was originally contemplated by Licensor; and (iv) assign, pledge as collateral, otherwise encumber, transfer or sell all or any part of the rights and/or interests of Licensor, and obligations of Licensee, under this Agreement to one or more third parties.
CONFIDENTIALITY: Licensee agrees that all of the terms of this Agreement and related documents or information shall be kept confidential by Licensee and will not be disclosed by Licensee to any individual or entity, excluding the parties' respective corporate or other entity parent, subsidiaries, partners, general partners, divisions, members, shareholders, limited partners, successors, assigns, joint venturers, officers, directors, managers, divisions, auditors, accountants, employees, and agents in their representative capacities. Licensee consents to the release of Licensee's name as a holder of a suite license, and to the recording or filing of this Agreement, as determined to be necessary in conjunction with any sales or financing transactions contemplated by Licensor or any assignee, transferee, beneficiary, pledgee or mortgagee.
ASSUMPTION OF RISK: Licensee and its officers, directors, agents, representatives, employees, visitors, and guests or invitees assume all risk and danger incidental and related to the game of football, including, without limitation, the danger of being injured by projectiles (whether or not applicable to the event), players, participants, other patrons, and game and other event equipment, and agree that Licensor Group, any sports league, and any other sports teams playing in the Stadium, any promoter, and other individuals producing, performing, or participating in games or events are not liable for any injuries attributable to such causes.
NO RELIANCE: Licensee specifically acknowledges and agrees that Licensor has not made any representation or warranty regarding the Suite or the Stadium or with respect to the suitability or fitness of the Suite or the Stadium for Licensee's use, and has not agreed to undertake any improvement to the Suite or the Stadium except as specifically provided herein. In entering this Agreement, Licensee is relying only on the express agreements of Licensor set forth in this Agreement and not on any representation or warranties by Licensor not expressly set forth herein.
TRANSFERS BY LICENSOR: Licensor shall have the absolute right to transfer its rights hereunder and to mortgage, collaterally assign, or otherwise grant a lien upon its property or other interest in the Stadium, the Suite, and this Agreement. Licensee acknowledges and agrees that the rights and interests of Licensee hereunder shall, at the option of any such lien holder, be subordinate and subject to such lien, provided that, so long as Licensee is not in default hereunder, the holder of such lien shall agree to recognize this Agreement and Licensee agrees from time to time to execute and deliver to Licensor, within ten (10) days after receipt, an estoppel certificate in form reasonably requested by Licensor.
MANAGEMENT OF SUITES: Licensor and/or the Authority may engage another person or entity to operate and manage the Stadium and the suites and to perform any of all of Licensor's responsibilities and obligations under this Agreement.
LICENSEE INSURANCE: Licensee shall provide Licensor, at Licensee's expense, proof of insurance coverage upon execution of this Agreement and proof of a renewal insurance policy at least fifteen (15) days prior to the expiration of any insurance coverage, as set forth in the Regulations from time to time. Such insurance coverage shall be in place for the Event Date and be as follows: (i) Commercial General Liability Insurance, including Host Liquor liability coverage including, without limitation, coverage for Licensee and/or its guests and invitees and insuring against loss or damage of any kind, type or nature, including bodily injury or death, for any cause in the amount of at least $1,000,000 per occurrence and $2,000,000 in the aggregate, and shall include Licensor as Additional Insured, and be primary and non-contributory irrespective of any other insurance, whether collectible or not, and (ii) Workers' Compensation in compliance with state statutory laws, including Employers' Liability with minimum limits of $1,000,000 Each Accident; $1,000,000 Disease – Each Employee; and $1,000,000 Disease – Policy Limit. Such insurance shall be obtained from an insurance company selected by Licensee and with an A.M. Best Company rating of not less than A-IX. Such insurance shall be primary and non-contributory irrespective of any other insurance, whether collectible or not and (A) name Licensee as insured and include Licensor and each member of the Licensor Group as Additional Insureds (excluding Workers’ Compensation and Employers’ Liability), (B) provide Licensor a Waiver of Subrogation Endorsement in favor of Licensor and each member of the Licensor Group, (C) not lapse, be cancelable or subject to material modification until after thirty (30) days written notice to Licensor and Licensee, and (D) remain valid and enforceable notwithstanding the insured's waiver of its right of action against any party prior to the occurrence of a loss.
DISPUTE RESOLUTION:

Notice of Dispute. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement, the breach, termination or validity thereof (including, without limitation, any claim for indemnification pursuant to Section 13 hereof) promptly by negotiation. Either party may give the other written notice that a dispute exists (a "Notice of Dispute"). The Notice of Dispute shall include a statement of such party's position. Within ten (10) days of the delivery of the Notice of Dispute, the parties shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as provided by this paragraph.
Controversy or Claim. Any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity thereof, or the transactions contemplated herein (including, without limitation, any claims for indemnification pursuant to Section 13 hereof), if not settled by negotiation as provided in paragraph (a) of this Section 26 shall be settled by arbitration in Minneapolis, Minnesota, in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). Either party may initiate AAA arbitration from and after thirty (30) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation. Any award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof.
Conduct of Arbitration. It is the intent of the parties that any AAA arbitration shall be concluded as quickly as reasonably practicable. Unless the parties otherwise agree, once commenced, the hearing on the disputed matters shall be held four (4) days a week until concluded, with each hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrator shall use all reasonable efforts to issue the final award or awards within a period of five (5) business days after closure of the proceedings. Failure of the arbitrator to meet the time limits of this Section 26 shall not be a basis for challenging the award.
Costs of Arbitration. The arbitrator shall instruct the non-prevailing party to pay all costs of the proceedings, including the fees and expenses of the arbitrator and the reasonable attorneys' fees and expenses of the prevailing party, but only if such prevailing party shall have complied with the provisions of paragraphs (a) and (b) above. If the arbitrator determines that there is not a prevailing party, each party shall be instructed to bear its own costs and to pay one-half (1/2) of the fees and expenses of the arbitrators.
Enforcement. Each party hereto hereby agrees that any legal proceeding instituted to enforce an arbitration award hereunder will be brought in the U.S. federal or state courts situated in the State of Minnesota, and hereby submits to personal jurisdiction therein and irrevocably waives any objection as to venue therein, and further agrees not to plead or claim in any such court that any such proceeding has been brought in an inconvenient forum.
Equitable Relief. Nothing herein shall be construed to prevent any party from seeking equitable relief in any court of competent jurisdiction to restrain or prohibit any breach or threatened breach of any covenant of the parties set forth in this Agreement, whether or not the parties have first sought to resolve the dispute through negotiation or arbitration pursuant to this Section 26.

ACKNOWLEDGEMENT AND AUTHORITY AND OTHER GOVERNMENTAL ENTITY EXCULPATORY PROVISION: Licensee acknowledges that Licensor's interest in the Stadium and the Stadium site (including, without limitation, the plaza, parking structures, rights-of-way, connectors, skyways and tunnels, and other such property, facilities, and improvements owned by the Authority or determined by the Authority to facilitate the use and development of the Stadium) arises from Licensor's interest as a user under the Amended and Restated Stadium Use Agreement by and between Licensor and the Authority dated November 22, 2013 (the "Stadium Use Agreement"), as hereafter amended from time to time. Licensee further acknowledges that the Authority is the fee owner of the Stadium and the Stadium site and that any possessory or other rights with respect to the Stadium and Stadium site granted to Licensee by this Agreement terminate upon the expiration or termination of the Stadium Use Agreement. Licensee acknowledges that this Agreement imposes no contractual obligations upon the State of Minnesota, the Authority, or the City of Minneapolis (individually, a "Governmental Body" and collectively, the "Governmental Bodies"), and will do so only if a Governmental Body expressly assumes in writing the obligations of Licensor under this Agreement. If a default or breach under this Agreement occurs, of any kind or nature whatsoever, Licensee agrees that it will not look to any of the Governmental Bodies, and will look solely to Licensor (or its successors or assigns), at the time of the default or breach for remedy or relief; and that no member, officer, employee, agent, independent contractor, or consultant of the Governmental Bodies will be liable to Licensee, or any successor in interest to Licensee, if any default or breach by the applicable Governmental Body under the Stadium Use Agreement, or of any other obligation under the terms of this Agreement. Licensor is not and will not act as an agent of any Governmental Body, or in any manner contract for or bind any such Governmental Body. Upon the termination of the Stadium Use Agreement, this Agreement may, at the option of the Authority upon written notice to Licensee, also be terminated without any right of claim against the Authority, its appointed officials, commissioners, directors, officers, agents, employees, independent contractors, or consultants. In addition to the foregoing, Licensee acknowledges that this Agreement imposes no contractual obligations upon the Vikings and, in the event of a breach or default under this Agreement, of any kind or nature whatsoever, Licensee agrees that it will not look to the Vikings and will look solely to Licensor (or its successors or assigns), at the time of the default or breach for remedy or relief. No member, officer, employee, agent, independent contractor, or consultant of the Vikings will be liable to Licensee, or any successor-in-interest to Licensee, in the event of any such default or breach.
NOTICES: Written notices which may be required under this Agreement shall be considered delivered if sent by email, certified mail or reliable overnight courier to the addresses specified below:

TO LICENSOR: John Penhollow
Executive Vice President & Chief Revenue Officer
Minnesota Vikings Football, LLC
2600 Vikings Circle
Eagan, Minnesota 55121

With copies to:

Steven D. Poppen
Executive Vice President & Chief Business Administration Officer
Minnesota Vikings Football, LLC
2600 Vikings Circle Eagan, Minnesota 55121
Email: [email protected]

Karin Nelsen
Executive Vice President & Chief Legal Officer Minnesota Vikings Football, LLC
2600 Vikings Circle
Eagan, Minnesota 55121
Email: [email protected]

29. MISCELLANEOUS:

Entire Agreement. This Agreement is the final, complete and exclusive statement and expression of the Agreement between and among the parties hereto with relation to the subject matter of this Agreement, it being understood that there are no oral representations, understandings or agreements covering the same subject matter as this Agreement. This Agreement supersedes, and cannot be varied, contradicted or supplemented by evidence of, any prior or contemporaneous discussions, correspondence, or oral or written agreement of any kind.
Amendment. This Agreement may only be modified or otherwise amended pursuant to a writing that is executed and delivered by each of the parties to this Agreement.
Waiver. No delay of or omission in the exercise of any right, power or remedy accruing to any party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of any future exercise of any right, power or remedy.
Licensee Joint and Several Obligations. In the event that more than one (1) person and/or entity executes this Agreement as Licensee, each such person and/or entity shall be jointly and severally liable for all costs, payments, obligations and responsibilities of Licensee under this Agreement. One such person and/or entity shall be designated on the signature page of this Agreement as the managing Licensee. In all matters requiring action or notice by Licensee under this Agreement, Licensor may rely on the action or notice of the managing Licensee alone, and Licensor may conduct all transactions with and give all notices to managing Licensee alone. All persons and/or entities that execute this Agreement may jointly notify Licensor in writing of the name, title and address of a successor managing Licensee; provided, however, that such managing Licensee must be one of the persons and/or entities that executed this Agreement. Licensor will not be liable or responsible for any loss, liability or damage resulting from the sharing of the License among the persons and/or entities that execute this Agreement as Licensee or arising under any agreement between or among such persons and/or entities.
Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be severed from this Agreement. The validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
Cumulative Rights and Waiver. All rights and remedies of Licensor shall be cumulative and said rights and remedies may be exercised and enforced concurrently or separately. Any waiver of rights, interests and obligations by a party to this Agreement must be in writing to be enforceable. No waiver by any party of any default or breach by any other party hereunder shall be construed to be a waiver or release of any prior or subsequent default or breach hereunder, and no failure or delay by any party in the exercise of any right or remedy shall be construed to constitute a forfeiture or waiver thereof or of any other right or remedy.
Independent Contractors. Licensor and Licensee shall not be construed to be either partners or joint venturers in the conduct or the operation of the Suite, nor shall this Agreement be construed as a trust, lease or sublease or create any interest in real property. The relationship of the parties shall be solely that of Licensor and Licensee.
Governing Law and Equitable Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Minnesota, without giving effect to principles of comity or conflict of laws which would cause this Agreement to be governed by the Applicable Laws of any jurisdiction other than the laws of the State of Minnesota, and this Agreement shall be governed as an agreement that is to be executed, delivered, and performed within the state of Minnesota. Notwithstanding Section 26 hereof, Licensor may institute litigation in any court of competent jurisdiction of its choice for any matters requiring injunctive or equitable relief as determined by Licensor, and Licensee consents to the personal jurisdiction of such court and service of process by mail.
General Jurisdiction, Venue and Waiver of Jury Trial. EXCEPT WITH RESPECT TO MATTERS GOVERNED BY SECTION 26 HEREOF, IN ANY ACTION OR PROCEEDING ARISING FROM THIS AGREEMENT, LICENSOR AND LICENSEE HEREBY CONSENT TO (i) THE JURISDICTION OF THE HENNEPIN COUNTY DISTRICT COURT, HENNEPIN COUNTY, MINNESOTA, (ii) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY MINNESOTA LAW, AND (iii) IN THE INTEREST OF SAVING TIME AND EXPENSE, TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES HERETO AGAINST ANOTHER, THEIR SUCCESSORS AND PERMITTED ASSIGNS, IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE RELATIONSHIP OF LICENSOR AND LICENSEE, LICENSEE'S USE OF THE SUITE, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. IN THE EVENT LICENSOR COMMENCES ANY SUMMARY PROCEEDINGS OR ACTION FOR AMOUNTS DUE HEREUNDER, LICENSEE SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION (UNLESS SUCH COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH PROCEEDING OR ACTION, BUT SHALL BE RELEGATED TO AN INDEPENDENT ACTION AT LAW.
Time is of the essence. Time is of the essence in the performance of Licensee's obligations under this Agreement.
Third-Party Beneficiaries. Whether or not the Vikings is Licensor hereunder, the Vikings, and its successors and assigns, shall be an intended third-party beneficiary of this Agreement. The Governmental Bodies are intended third party beneficiaries of this Agreement with respect to the matters set forth in Sections 21 and 27 hereof; provided, however, that this provision shall not be utilized by such Governmental Bodies as a basis on which to make any claim against Licensor, its successors and assigns, or their respective affiliates.
Specific Performance. Licensee agrees that irreparable damage would occur in the event that Licensee violates any of the provisions of this Agreement that are not (other than the payment of money) performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Licensor shall be entitled to injunctive relief to prevent breaches of this Agreement and to enforce the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.
Headings. The section and other descriptive titles and headings set forth in this Agreement are provided for reference purposes only and shall not govern or be used in the interpretation of this Agreement.
Survival. Each of Licensee's representations, covenants and agreements set forth in this Agreement shall survive any termination or expiration of this Agreement until such representations, covenants and agreements are fully satisfied and require no further performance or forbearance, or the rights of a person and/or entity hereunder expire on a specific date or pursuant to a specific event or occurrence.
Counterparts and Electronic Signatures. The Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. The counterparts of the Agreement may be executed and delivered by facsimile or other electronic means by any of the parties to any other party, and the receiving party may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received.
Effect of Stadium Use Agreement. This Agreement shall at all times be subject and subordinate to the Stadium Use Agreement and the terms and provisions therein. Licensee shall at all times conform to the requirements of the Stadium Use Agreement and any rules with respect to the Stadium established by the Authority.
Subordination-NFL Rules. Notwithstanding any other provision of this Agreement, this Agreement and all the rights, exclusivities, and protections granted by Licensor to Licensee hereunder shall at the request of the NFL Commissioner be subject to review and the prior written approval of the NFL Commissioner, and is in all respects subordinate to (and shall not prevent the issuance, entering into or amendment of) the NFL Rules (as defined below) as each may be issued, entered into or amended from time to time, and any present or future agreements or arrangements entered into with third parties by the NFL or the NFL Commissioner, or any NFL affiliated entity. "NFL Rules" shall mean the NFL's Constitution, By-Laws, rules, regulations, Game Operations Manual, policies, mandates and agreements, in each case as amended and in effect from time to time and any interpretation of any of the foregoing issued from time to time by the NFL Commissioner.

30. AFFIRMATIVE CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS CONCERNING

SUITE: By executing this Agreement, Licensee acknowledges that Licensor and its designated agents may contact Licensee regarding the Suite or to notify Licensee of conditions, events and promotions relating to the Stadium. Licensor’s contact with Licensee may involve sending e-mails or other electronic communications. In order to ensure that Licensor has obtained Licensee’s affirmative consent to receive these communications, Licensee agrees as follows: (i) Licensor can send e-mail and other electronic communications to Licensee at the e-mail address set forth in this Agreement, (ii) Licensee shall promptly inform Licensor of any change to Licensee’s e-mail address or other addresses, (iii) Licensor can rely upon the information concerning the electronic addresses that Licensee has provided to Licensor, (iv) Licensor may send communications to Licensee concerning the following subjects: (a) changes in the times or other details of any events held in the Stadium, including Vikings games or other events; (b) security procedures and policies, and any security alerts; (c) parking, traffic, or other transportation issues relating to the Stadium; (d) special events (such as concerts and sporting events) scheduled at the Stadium; (e) information relating to the Suite; (f) offers for affiliated products and services; and (g) other special circumstances in which Licensor may need to contact Licensee. Licensor will use commercially reasonable efforts to provide accurate information to Licensee. However, Licensee acknowledges that Licensor cannot guarantee that all communications are error-free or that the messages will in fact be delivered. Licensee may revoke its agreement to receive e-mail and other electronic communications from Licensor by making a request, either by using the unsubscribe function in the message or by advising Licensor in writing at the addresses provided in this Agreement (or such updated address as Licensor shall provide from time to time). Note that if Licensee revokes its authorization, Licensee may not receive important information from Licensor concerning the Suite. This consent does not change any other agreement between Licensor and License.

Licensee agrees to be bound by this Agreement and to observe, and to cause Licensee's guests and invitees to observe, all Regulations and policies of Licensor, the Vikings, the National Football League (the "NFL"), the Minnesota Sports Facilities Authority (the "Authority"), and any sports league, conference or association, or promoter of events, regarding the use and occupancy of the Suites in the Stadium and attendance at Stadium events, including any amendments or modifications that may be adopted or administered by any such entity or any successor thereto from time to time.