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Purchase Agreement

Suite License Agreement

Last Updated: April 9, 2024

  1. Grant of License. Licensor hereby licenses to Licensee, subject to the terms, conditions and limitations described in this Agreement (this “Agreement”), the privilege to use the suite described above (the “Licensed Suite”) located in the Executive Suite Area of the stadium at Soldier Field (“Stadium”), the home stadium for the Chicago Bears, for the Term specified below.
  2. Term of Agreement. This Agreement shall be effective as of the Date of Agreement set forth above. Licensee’s rights to use the Licensed Suite pursuant to this Agreement shall commence two (2) hours before the scheduled starting time of the home football game described above (the “Football Game”) and shall end approximately one-and-one-half hours after the end of the Football Game (the “Term”).
  3. License Fee; Payment of Security Deposit.
    1. Licensee agrees to pay Licensor the license fee set forth above (the “License Fee”) for the use of the Licensed Suite for viewing the Football Game, number name (Numeral) tickets for the seats located in the Licensed Suite for the Football Game (the “Suite Tickets”), for hostess and other services customarily attendant thereto, and for number name (Numeral) parking spaces established by Licensor for the Licensed Suite, subject to availability from the Chicago Park District. The License Fee includes payment for the Suite Tickets for the Football Game and the benefits outlined in Exhibit A. The License Fee shall be inclusive of any taxes imposed on the Licensed Suite, such as sales, use, personal property, amusement or any other taxes that may be assessed by a government agency as a consequence of Licensee entering into this Agreement or using the Licensed Suite or Suite Ticket. Licensee shall be billed for any applicable taxes as a separate line item on the invoice issued by the Licensor.
    2. The License Fee shall be due and payable in full on the earlier of ten (10) days after Licensee’s execution of this Agreement or the date of the Football Game. License Fee payments must be made by check or electronic transfer; credit cards will not be accepted.
    3. At the time of execution of this Agreement, Licensee shall pay to Licensor $500, which amount shall be held by Licensor as a security deposit (the “Security Deposit”) in accordance with Section 11 hereof and shall be in addition to the License Fee.
    4. Any License Fee or other monetary obligation not paid to Licensor within ten (10) days of the required due date shall be subject to interest accruing from the original due date until paid at the rate of 10% per annum, to the extent not prohibited by applicable law.
  4. Use of Licensed Suite.
    1. Upon presentation of the Suite Tickets, Licensee and its invitees shall be entitled to use the Licensed Suite during the Football Game for which Licensee holds the Suite Tickets and for the period before and after such game when the Stadium is open to the general public. Licensor retains the right to control access to the Executive Suite Area of the Stadium, and Licensor and the Chicago Park District shall have free access at all times to the Licensed Suite to fulfill any reasonable needs in the performance of their respective duties. Licensee shall not be entitled to use of the Licensed Suite at times or for events other than the Football Game.
    2. Licensee may, but shall not be obligated to, purchase food and beverages from the caterer authorized by the Licensor to service the Executive Suite Area. However, no food or beverages other than those purchased from such caterer may be either prepared or consumed in the Licensed Suite. Licensee shall be solely responsible for, and shall promptly pay to such caterer, all bills for food and beverages furnished by such caterer in connection with the use of the Licensed Suite.
    3. Licensee and its invitees shall be entitled to use the Club Lounge during the Football Game during periods when the Club Lounge is in use. Such use shall be in accordance with operating hours and other conditions from time to time in effect for the Club Lounge.
    4. Licensee and its invitees shall at all times maintain proper decorum while using the Licensed Suite (which for purposes of this Section 4(d) includes all adjoining areas, hallways and accesses to the Licensed Suite) and the Club Lounge, and shall abide by all applicable laws, ordinances, orders, directions, rules and restrictions (including without limitation those issued by the City of Chicago, the Chicago Park District, the Illinois State Fire Marshall, the Chicago Fire Department, or the Chicago Building Department), and by such rules and restrictions as are adopted or revised from time to time by Licensor and/or the Chicago Park District. In addition, Licensee and its invitees shall not take any action which could reasonably be expected to cause an increase in premiums of any insurance policy of Licensor and/or the Chicago Park District, by causing Licensor or any other party to fail to meet any requirement or condition of such policy or otherwise. Without limiting the foregoing, Licensee specifically agrees that neither it nor its invitees will:
      1. bring into the Stadium any alcoholic or intoxicating beverage, any illegal drugs or, except as prescribed by a physician, any controlled substances;
      2. use the Licensed Suite or the Club Lounge for any illegal, improper, immoral or objectionable purpose, or for lodging or sleeping, or in any way obstruct or interfere with the rights of any other licensees of any other suite or any other users of the Club Lounge;
      3. enter the Stadium, Executive Suite Area, Club Lounge, or Licensed Suite for any home football games other than the Football Game designated above;
      4. sell any food, liquor or other refreshments, tobacco, cigarettes, cigars, candies, souvenirs, sundries, fieldglasses, programs, or other articles, or conduct any business operations (other than customer entertainment) from the Licensed Suite or the Club Lounge; or
      5. use any cameras, phones or other recording devices to photograph, video, capture images, livestream or transmit, create and/or produce other accountings or descriptions (whether data, textual, visual, or audio) of all or any part of the football game, any game related activities, or other events created by the Licensee and its invitees from the Licensed Suite (“Works”) or the Club Lounge for any commercial use, transmission or distribution to any commercial enterprises and/or public performance or displays. Licensee agreed and understands that such Works may be used only for personal, noncommercial uses. Licensee and its invitees agree that by entering the Licensed Suite, Licensee and its invitees have agreed and granted the NFL an exclusive, worldwide, sub-licensable, royalty-free license to all copyrights associated with Works.
  5. Furnishings and Utilities.
    1. At the commencement of the Term the Licensed Suite shall be furnished and equipped, without cost to Licensee, with a refrigerator/freezer, color televisions (including closed circuit capacity, if available), sink, telephone jack, telephone, spectator seating and lounge furniture.
    2. The Chicago Park District has agreed to furnish water, heat, air conditioning and electricity to the Licensed Suite without cost to Licensee. If Licensor is notified of a deficiency in the services furnished by the Chicago Park District, Licensor shall notify the Chicago Park District of such deficiency and request that the Chicago Park District promptly remedy the deficiency. Licensor shall have no other obligation to Licensee regarding any such deficiency.
    3. Licensee shall not make any additions or alterations in the interior or exterior of the Licensed Suite or the fixtures, furnishings and equipment therein without the prior written consent of Licensor. Licensor may withhold such consent in its sole and absolute discretion.
  6. Maintenance and Repair.
    1. Licensor shall make or provide for routine cleaning of and necessary repairs and maintenance to the Licensed Suite and the property described in Section 5 except for such repairs or maintenance caused by any action or omission by Licensee or its invitees (ordinary wear and tear excepted), in which case Licensee agrees to reimburse Licensor upon demand for the cost of such repairs or maintenance. Licensor shall have no responsibility for cleaning, repair or maintenance of any improvements made by or equipment or property of Licensee kept at the Licensed Suite, whether made or kept with or without Licensor’s consent.
    2. Licensee shall not, and shall not permit any of its invitees to, (i) injure, mar, change or in any manner deface the Licensed Suite or any of its furnishings, (ii) place or permit to be placed any nails, hooks, tacks, screws or any other similar items into parts of the Licensed Suite or (iii) place or permit to be placed any signs on painted walls in any part of the Licensed Suite.
  7. Licensor Not Liable. Licensee agrees that Licensor and the Chicago Park District and their respective employees and other agents shall not be liable for any personal injury to, or for any damage to or any loss or theft of property of, Licensee or its invitees unless caused by their respective gross negligence or willful misconduct. Licensee agrees to indemnify and hold harmless Licensor and the Chicago Park District, and their employees and other agents, from any claims for damages, including costs of defending against such claims, arising out of personal injury or property damage occurring in connection with the use of the Licensed Suite, the Suite Tickets, Club Lounge or Stadium and its environs by Licensee or its invitees, unless such damage was caused primarily by the gross negligence or willful misconduct of the party claiming such right to be indemnified or held harmless.
  8. Certain Restrictions. Without the prior written consent of Licensor which may be withheld in Licensor’s sole and absolute discretion, Licensee may not assign any interest in this Agreement or the Licensed Suite, whether by way of sublicense, assignment, lease or otherwise, or sell or otherwise offer for sale the Suite Tickets. Licensor reserves the right to charge a transfer fee in connection with any approved transfer or assignment by Licensee of its interest in this Agreement. The Licensed Suite and the Suite Tickets shall be used solely for Licensee’s personal or business use (including business entertainment) and not for any other commercial purposes, including but not limited to advertising, contests, giveaways, or business promotions. Any acquisition of Licensee by merger, consolidating, transfer of assets or similar transaction shall be deemed to be an assignment prohibited by this Section 8. Any action taken in contravention of this Section 8 shall be null and void and shall constitute a material default of this Agreement. In addition to all other remedies that Licensor may have in such event, Licensor shall be entitled to recover from Licensee, and Licensee shall pay over to Licensor upon demand, any profit or gain realized by Licensee as a result of any prohibited sublicense, assignment, lease, sale, offer of sale, unauthorized use or other action prohibited by this Section 8.
  9. Game Not Played or Access Deprived.
    1. Licensee shall be entitled to a refund of the License Fee if the scheduled Football Game is not played at the Stadium due to (i) any strike or labor disturbance that results in the cancellation of the scheduled Football Game, (ii) any damage to or destruction of the Stadium that renders the Stadium unusable for the scheduled Football Game, or (iii) any other cancellation by a civil authority or the National Football League of the scheduled Football Game; provided, however, that in any such case Licensee shall not be entitled a refund if a replacement game for such scheduled Football Game is scheduled and is played at the Stadium at another date and the Licensed Suite is made available for use by Licensee at such other date, and provided further that if the scheduled Football Game or a replacement game is played at another facility in the Greater Chicago Area (at the same or another date) Licensor may offer Licensee the use of a suite at such other facility in lieu of providing such refund. Licensee shall also be entitled to a refund of the License Fee if the Licensed Suite or a comparable suite is not available for use by the Licensee during the scheduled Football Game played at the Stadium, unless such unavailability is due to damage or other causes resulting from any act or omission of Licensee, including any breach of this Agreement by Licensee.
    2. The refund of the License Fee or other accommodations set forth above shall be Licensee’s sole and exclusive remedy for the scheduled Football Game not being played at the Stadium or for the Licensed Suite being unavailable for Licensee’s use during the Football Game played at the Stadium. Without limiting the foregoing, Licensor shall not be deemed to be in breach of this Agreement by reason of any such event or events, this Agreement shall remain in full force and effect for the remainder of the Term, and Licensee shall have no right to receive damages or to cancel or terminate any of its obligations hereunder, and Licensee expressly waives and releases all such rights and remedies. In addition, Licensee shall have no right to require Licensor to provide Licensee with a suite or other seating at any other facility at which a home game is played.
  10. Default. A breach of any term of this Agreement by Licensee, including without limitation any failure to pay when due any payment required hereunder, shall constitute a material default. Upon the occurrence of a default, Licensor shall have any and all remedies available under applicable law, including without limitation the right to eject Licensee and/or its invitees from the Licensed Suite and the right to terminate, in its sole discretion, Licensor’s obligations under this Agreement, including but not limited to its obligation to give Licensee use of the Licensed Suite and/or the Suite Tickets. Exercise of any of these options by Licensor shall not relieve Licensee of its obligation to pay all License Fees for the entire Term in accordance with Section 3. Upon exercise of the option to terminate by Licensor, Licensor may, but shall not be obligated to, license the privilege to use the Licensed Suite to another party. If there are other suites in the Executive Suite Area available to be licensed to such other party, Licensor may give priority to such other suites. In the event that Licensor licenses the privilege to use the Licensed Suite to another party, any fees received from such other party applicable to any remaining period of this Agreement, provided that such other party is not a current licensee of another suite, shall be applied first to the expense of re-licensing and then to the reduction of any obligations and damages owing from Licensee to Licensor under this Agreement. For the purposes hereof, the exchange of the Licensed Suite for another suite with another licensee shall not be deemed to be a relicensing of the Licensed Suite. In the event any such exchange results in an additional or greater license fee collected by Licensor, such additional or greater amounts shall be applied first to any expenses relating to the exchange and then to the reduction of any obligations and damages owing from Licensee to Licensor under this Agreement. Licensee shall reimburse Licensor for the reasonable attorneys’ fees and expenses incurred by Licensor in enforcing this Agreement. Failure by Licensor to exercise any right or remedy hereunder shall not constitute a waiver or release thereof.
  11. Security Deposit. As security for the prompt and full payment of the License Fee and the full and faithful performance by Licensee of each and every obligation of Licensee under this Agreement, Licensee shall deposit with Licensor the Security Deposit at the time of execution of this Agreement. The Security Deposit may be commingled by Licensor with its independent funds, and may be used by Licensor for any purpose. No interest shall be paid to Licensee on the Security Deposit. If, at any time during the Term, a portion of the License Fee or any other amount payable by Licensee to Licensor pursuant to this Agreement is not promptly paid when due, Licensor may, without waiving any other remedy which it may have under this Agreement, appropriate and apply all or a portion of the Security Deposit to the payment of such amount. Licensee shall, in such event and upon written demand of Licensor, forthwith remit to Licensor an amount sufficient to restore the Security Deposit to the original sum deposited, and Licensee’s failure to do so within ten (10) business days after receipt of such demand shall constitute a material breach of this Agreement. If Licensee’s right to the use and possession of the Licensed Suite is terminated pursuant to Section 10 above, then Licensor may, at its option and without waiving any other remedy it may have under this Agreement, appropriate and apply the Security Deposit, or so much thereof as may be necessary, to compensate Licensor for any loss or damage sustained or suffered by Licensor due to Licensee’s default. Otherwise and provided there are no existing obligations by Licensee to Licensor pursuant to this Agreement, the Security Deposit shall be returned to Licensee at least thirty (30) days after the date of the Football Game, provided Licensee shall have complied with all terms hereof, including without limitation the return to Licensor of the Licensed Suite and the furnishings and property therein in the same condition as received by the Licensee, ordinary wear and tear excepted, and any costs incurred by Licensor in restoring the Licensed Suite to such condition shall be deducted from the Security Deposit prior to its return.
  12. No Setoff. Except as otherwise expressly set forth in this Agreement, the obligation of Licensee to pay the License Fee, the Security Deposit, food and beverage charges, the price of any tickets other than the Suite Tickets, and any other sums due under this Agreement or in connection with the rights and privileges granted hereby, are independent of the liabilities and obligations of Licensor hereunder. Licensee shall make all payments due to Licensor promptly without any deductions, setoff or counterclaims against such payments on account of any breach or default by or claims against Licensor under this Agreement or otherwise or on account of any claims against or default by any caterer, concessionaire or other Stadium event sponsor.
  13. License Only. The nature of interest granted under this Agreement is a license only. This Agreement does not grant or provide Licensee with any ownership or other equity interest in the Stadium or Licensor. The rights licensed under this Agreement are revocable rights of personal privilege and do not confer upon Licensee any interest in real property or any leasehold interest in the Licensed Suite or the Stadium.
  14. Reservation of Rights by Licensor. Licensor and its agents hereby reserve the following rights in addition to any rights they might have at law or under the terms of this Agreement:
    1. the right to pledge, encumber, assign, sell or otherwise transfer their rights and interests hereunder;
    2. the right to check Licensee’s creditworthiness, and to refund Licensee’s Security Deposit or any License Fee paid and terminate this Agreement without further obligation to Licensee if Licensor or its agent determines that Licensee’s credit is not satisfactory to permit Licensee to fulfill its obligations under the terms of this Agreement, or for any other reason satisfactory to Licensor; and
    3. all rights and interests arising under the Permit and Operating Agreement.
  15. Surrender. Upon the expiration or other termination of this Agreement, Licensee shall immediately quit and surrender the Licensed Suite to Licensor in the condition in which it was delivered to Licensee, including any improvements made by Licensor to the Licensed Suite and any property, fixtures or other materials that are the property of Licensor and were incorporated in or attached to the Licensed Suite during the Term.
  16. Assessment of Taxes. Licensee shall be solely responsible and liable for any sales, use, personal property, amusement or any other taxes which may be assessed by a governmental agency as a consequence of Licensee entering into this Agreement or using the Licensed Suite or Suite Tickets, and agrees to indemnify and hold harmless Licensor and the Chicago Park District for same.
  17. Governing Law; Consent to Jurisdiction. This Agreement shall be construed and enforced in accordance with the laws of the State of Illinois, without regard to the conflicts of laws principles thereof. Licensee, for itself and its guests and invitees, hereby irrevocably and unconditionally:
    1. consents to submit to the exclusive jurisdiction of the courts of the State of Illinois and of the United States of America located in the Northern District of Illinois (the “Illinois Courts”) for any action, suit, or other proceedings brought in connection with or related to this Agreement, including any claim for injuries or damages, and agrees not to commence any such action, suit or other proceeding except in the Illinois Courts; and
    2. waives, to the fullest extent permitted by applicable law, any objection which Licensee or its guests or invitees may now or hereafter have to the selection of venue for any such suit, action or proceeding brought in the Illinois Courts or any defense of inconvenient forum for the maintenance of such action. Each of the parties agrees that a judgment in any such action, suit or other proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. If Licensor prevails against Licensee in any action, at law or in equity, Licensee shall be responsible for all reasonable attorneys’ fees and costs incurred by Licensor in such action.
  18. Notices. Any notice or communication given under this Agreement must be in writing and shall be effective only if delivered personally; or sent by facsimile transmission with duplicate by regular mail as well; or sent by email transmission with duplicate by regular mail as well; or delivered by overnight courier service; or sent by certified mail, postage paid, return receipt requested, to the recipient at the address indicated on the first page of this Agreement or to such other address as the party being notified may have previously furnished to the other party by written notice in accordance with this Section 18. Notices under this Agreement shall be effective and deemed received on the date of personal delivery or facsimile transmission (as evidenced by facsimile confirmation of transmission) or email transmission; on the day after sending by overnight courier service (as evidenced by the shipping invoice signed by a representative of the recipient); or on the date of actual delivery to the party to whom such notice or communication was sent by certified mail, postage prepaid, return receipt requested (as evidenced by the return receipt signed by a representative of such party).
  19. Entire Agreement; Severability; Modification. This Agreement, together with all Exhibits and any riders or addenda attached hereto, contains the entire agreement of the parties with respect to the matters provided for in this Agreement, and shall supersede any representations or agreements previously made or entered into by the parties to this Agreement. If any provisions of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected, but shall continue to be valid and enforceable to the fullest extent permitted by law. No modification to this Agreement shall be valid or enforceable unless in writing, signed by all parties. Licensee agrees to execute any addendum to this Agreement which incorporate amendments to the terms and conditions of this Agreement.
  20. Binding Effect. As of the date of this Agreement as set forth on the cover page, this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their permitted successors and assigns. Licensor may assign this Agreement and its rights and obligations hereunder to any affiliate of Licensor and, upon assumption of Licensor’s obligations hereunder by such affiliate, Licensor’s obligations hereunder shall completely terminate. Licensor may assign its rights and obligations hereunder to any other party that is the successor to Licensor’s rights and obligations under the Permit and Operating Agreement pursuant to which the Chicago Park District has granted Licensor the right to use the Stadium for Licensor’s home football games. This Agreement shall not be binding and enforceable upon Licensor until executed and accepted by Licensor. A copy of the duly executed Agreement will be mailed to Licensee.
  21. No Waiver. No waiver of Licensor of any default or breach by Licensee of its obligations under this Agreement shall be construed to be a waiver or release of any other subsequent default or breach for Licensee under this Agreement, and no failure or delay of Licensor and the exercise of any remedy provided for in the Agreement shall be construed a forfeiture or waiver thereof or any other right or remedy available to Licensor.
  22. Confidentiality. Except as otherwise required by applicable law, each of the parties and their respective agents, employees and representatives agrees not to disclose in any way any terms of this Agreement, ancillary benefits of this Agreement, or any other confidential information, including any business, marketing, promotional or technical information provided by one party to the other (“Confidential Information”) without the express written permission of the other party. This obligation remains in effect for three (3) years after the termination of this Agreement. If a party determines that disclosure of the other party's Confidential Information appears to be required by law, that party will give the other party prompt written notice so they may assert any defenses to disclosure that may be available.