Purchase Agreement

This Suite License Agreement (“Agreement”) is made and entered into on ____________________ by and between DLI Properties, L.L.C. (“DLI”) with offices at 2000 Brush Street, Detroit, Michigan 48226 and ____________________ (“Licensee”) whose address is:

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1. Grant of License. Subject to the terms and conditions set forth in this Agreement, DLI hereby grants Licensee the privilege and right to the use of the suite described in the Order Summary - (TBD) (TBD), TBD Tickets & TBD Parking Passes (the “Suite”) for the event specified in the Order Summary – (TBD), currently scheduled to be held on (TBD) (the “Event”), and for the period before and after the Event when Ford Field is open to the general public.
2. License Fee. Licensee agrees to pay DLI the license fee designated on the Order Summary (the “License Fee”) for the use of the Licensed Suite for the Event, which fee includes admission tickets for the number of seats located in the Licensed Suite and such other amenities, if any, all as set forth in the Order Summary hereto. The License Fee must be paid in full by the date specified on the Order Summary and all payments are non-refundable except as expressly set forth herein. All returned checks will be subject to a $50.00 return check fee.
3. Food and Beverages. Licensee shall be solely responsible for, and shall promptly pay all charges and expenses for all food and beverage charges incurred by Licensee in the Licensed Suite that are in excess of those set forth on the Order Summary as being included in the License Fee (if any), including applicable taxes. No food or beverages other than those purchased from Ford Field’s exclusive concessionaire may be prepared or consumed in the Licensed Suite.
4. Obligations of Licensee. Licensee agrees that upon completion of the Event, the Licensed Suite and the furnishings and property therein shall be in the same condition as received by Licensee, ordinary wear and tear excepted. Upon demand Licensee shall promptly pay DLI for the repair of any damage caused to the Licensed Suite or DLI’s property in the Licensed Suite by Licensee or any of Licensee’s guests. Licensee shall be responsible for Licensee’s actions as well as those of its guests. Licensee and its guests shall at all times maintain proper decorum while using the Licensed Suite and shall abide by all applicable laws, rules and regulations, including, without limitation, drinking alcohol responsibly. Without limiting DLI’s other rights or Licensee’s other obligations or liabilities, Licensee and its guests shall be subject to ejection from the Licensed Suite without refund for failing to abide by the foregoing requirements.
5. Disclaimer & Indemnity. The Detroit/Wayne County Stadium Authority, the owner of Ford Field, and its sublessees (including Wayne County and the City of Detroit Downtown Development Authority), agents and employees (collectively, the “Ford Field Owner”), DLI, The Detroit Lions, Inc. (“Lions”), their affiliates, and their respective contractors (together with the Ford Field Owner, the “Released Parties”), shall not be liable or responsible for any loss, damage, or injury to any person or to any property of Licensee or Licensee’s invitees in or upon the Suite or Ford Field, resulting from any cause whatsoever, including but not limited to theft and vandalism, unless due to the gross negligence or the willful misconduct of the Released Parties. In addition, Licensee agrees to defend, indemnify and hold the Released Parties harmless from and against any liability, losses, claims, demands, costs and expenses, including attorneys’ fees and litigation expenses, arising out of any personal injury or property damage occurring in or upon the Suite or the Ford Field in connection with Licensee’s use or occupancy of the Suite or due to any contravention of the provisions of this Agreement or of any applicable laws, rules, regulations or order of any governmental agency having appropriate jurisdiction over any actions or negligence of Licensee.
6. No Subleasing; No Sale of Tickets. Neither the Licensed Suite nor the right to occupy it for the Event shall be sold, assigned or subleased without the prior written consent of DLI. Neither Licensee nor any person to whom Licensee distributes any tickets or parking passes that were issued to or purchased by Licensee under this Agreement shall resell or permit the resale of such tickets or parking passes. Any violation of the foregoing restrictions shall be null and void and shall automatically terminate the License granted hereunder without refund.
7. Force Majeure, Alternative Suites.
   1. It is understood and agreed that DLI shall not be responsible to Licensee and/or any occupant, through a refund of payment or otherwise, for the cancellation or non-performance of the Event or for the inability of Licensee and/or any occupant to use the Suite due to any cause or circumstances beyond DLI’s control, including, but not limited to, civil unrest, inability to procure materials, failure of electrical power or other utilities, cancellations by participants, attendance limitations or other restrictive governmental laws or regulations in effect on the date of the Event, whether enacted or promulgated prior to or subsequent to the date of this Agreement, pandemics or other health emergencies, riots, insurrections, wars, or any other casualty, unforeseen circumstance, or occurrence. Licensee hereby waives any claim for damages or compensation should any of the foregoing occur. Without limiting the foregoing, DLI shall not be responsible for any termination or interruption of any Event resulting from the receipt of threats or information relating to imminent danger to Ford Field or parts thereof and/or its occupants which is reported as about to be caused by explosives, inflammables or otherwise.
   2. Notwithstanding anything in Section 7(a) to the contrary, if the Event is cancelled and not rescheduled to another date or if the Event is held but Licensee is not permitted to occupy the Suite due to public attendance limitations imposed by any governmental authority or guidelines applicable to the Event, Licensee shall receive a full refund (or at Licensee’s option a credit against a suite license for a future event) of the License Fee paid. Refunds shall be processed promptly following the date upon which the NFL or event promoter announces that the Event will not be held or rescheduled in the same manner of payment and to the same account as originally paid.
   3. Without limiting the foregoing, DLI may, in its discretion and for any reason, elect to move Licensee from the Licensed Suite to a comparable replacement suite for the Event, in which case, the replacement suite shall be considered the Licensed Suite for purposes of this Agreement.
8. Miscellaneous. This Agreement shall be construed and enforced in accordance with the laws of the State of Michigan. 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. This Agreement contains the entire agreement of the parties with respect to the matters provided for herein, and shall supersede any and all prior agreements, understandings, representations and statements, oral or written. No amendment or modification to this Agreement shall be effective unless the same is in writing and signed by both DLI and Licensee. This Agreement, and all the terms and provisions hereof, shall inure to the benefit of and be binding upon the parties hereto, and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. The nature of interest granted herein is a license only. The parties intend that no tenancy, leasehold estate, easement or interest other than a license be created hereby. Licensee shall be responsible for all attorneys’ fees and costs incurred by DLI in the enforcement of this Agreement whether or not litigation is actually commenced and including any appellate proceedings. Licensee hereby waives trial by jury.

This Agreement will be effective as of the date of the last signature hereto. If signed on behalf of an entity, the person executing this Agreement represents and warrants that he or she is authorized to enter into this Agreement on behalf of such entity and that it will be binding upon the entity in accordance with its terms.