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I would like help in understanding my lease.

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I signed a lease and in the lease I do not see a term. I had emailed the landlord to revise the contract to my conditions and landlord agreed to do so ( I have the emails). When I received the contract I signed it, then I realized the changes I asked for were not made. Can the emails be used as proof? Such changes included a 30 day notice and deferred rent based on income, if annual revenue exceeded 500,000 I agreed to pay the 1,350 asked for. I currently pay 850. Now after 6 months the landlord wants the 3000 that I owe him in back rent. 

Lease Agreement.docx

License Agreement

This License (the "License") is made and entered into as of the 1st day of February 2016 by and between:

Licensor and Licensee  


Licensor has heretofore entered into a certain lease dated (the “Prime Agreement”) with LANDLORD, for certain premises (the "Premises") located at 111 as more fully described in the Prime Agreement.

a. The Licensee desires to License a portion of the Premises described in the Prime Agreement.

b. NOW, THEREFORE, in consideration of the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Licensor and the Licensee, the Licensor and the Licensee do hereby agree as follows:

1. License of Licensed Premises:

Licensor hereby licenses to Licensee and Licensee hereby Licenses from Licensor the Licensed Premises consisting of space subject to the Prime Agreement, copy of which is annexed hereto. Licensee has inspected the Licensed Premises, and agrees to accept the same "as is" without any agreements, representations, understandings or obligations on the part of Licensor, or any other party, to perform any other alterations, repairs or improvements.

License Term

The Licensor shall deliver possession of the Licensed Premises to Licensee on February 2, 2016. The term of this License shall commence on February 8, 2016 (the "Commencement Date") and subject to the Prime Lease shall end 60 days before Licensee gives written notice to end license. In the event Licensor is unable to deliver possession of the Licensed Premises to Licensee by the Commencement Date due to causes beyond the control  of Licensor, Licensor, its agents and employees, shall not be liable or responsible for any claims, damages or liabilities arising in connection therewith or by reason thereof, nor shall Licensee be excused or released from this License, because of Licensor’s inability to deliver the Licensed Premises in such fashion. Licensor will collect license fees on a monthly basis and required to give Licensee a two month notice to vacate.

2. License Fees:

The Licensee agrees to pay Licensor as consideration for the Licensed Premises the sum of $1,350. Paid as Under:

February 8, 2016: $515 Deferred License Fees in the amount of $500

March 1, 2016: $850 Deferred License Fees in the amount of $500

April 1, 2016: $850 Deferred License Fees in the amount of $500

May 1, 2016: $850 Deferred License Fees in the amount of $500

June 1, 2016: $850 Deferred License Fees in the amount of $500

July 1, 2016: $850 Deferred License Fees in the amount of $500

August 1, 2016: $1,450 and Back Rent: $3,000

Licensee has the right to forgo the deferred rent and pay the license fees without notice.

a. All license fees due on the 1st day of each month. In the event payments are not timely made, Licensee shall be responsible for any late fees that may be imposed by Landlord for late payments as well as an additional 5% to Licensor. Such obligations shall be in addition to any other rights Licensor may have as a result of Licensee’s default in timely payment of license fees.

b. In the event Licensee is in default of timely license fee payments more than two (2) times in any twelve

(12) month period, Licensor shall have the right to terminate this License notwithstanding any right to cure any default otherwise set forth herein.


The Licensee shall use and occupy the Licensed Premises in conformance with this agreement.

The said use of the Premises to Office Space is set for Corporate Offices

2. Incorporation and Deletion of Certain Prime Lease Provisions:

Except as may be inconsistent with other terms of this License (which terms shall control in the event of a conflict), it is hereby understood and agreed between Licensor and Licensee that all terms and conditions of the Prime Lease between the Licensor and the Landlord shall be incorporated by reference in whole into this License. It is further understood that the Licensee’s rights shall at all times be subordinate and subject to the provisions of the Prime Lease. The foregoing notwithstanding, it is understood that Licensor shall have no obligation to provide (and Licensee shall have no right to receive) any of the services, or any other entitlements afforded Licensor in the Prime Lease, but such services, or other entitlements may be fully provided by the Landlord or by its transferees or assigns if arranged for by Licensee and agreed upon by Landlord. Licensor agrees that Licensor shall provide to Licensee copies of all notice(s) received by Licensor from Landlord and Licensor shall use reasonable efforts to secure performance by Landlord of the Landlord obligations under the Prime Lease as the same affect the License Premises. The sole responsibility of Licensor to Licensee shall be its obligations as set forth in this License. Further, the obligations of Licensee to Landlord as set forth in the Prime Lease shall be deemed obligations of Licensee to Licensor with respect to the Licensed Premises, including a pro rata amount of any charge assessed to Licensor by Landlord as above set forth.

a. In the event that the Prime Lease shall be cancelled or terminated for any reason this License shall cancel and/or terminate simultaneously therewith. Licensor agrees that Licensor shall not perform any acts that would constitute a breach of the terms and conditions of the Prime Lease.

b. Licensee at Licensee’s sole cost and expense shall be fully responsible for all repairs, maintenance and replacements to the Licensed Premises including but not limited to the requirements of paragraph 10 of the Prime Lease.

3. Security Deposit

a. Upon execution of the License, Licensee shall pay to Licensor one month License Prepayment as a security deposit. Upon termination of the License, payment of all licensee fess, additional license fees and other charges due, and the return of the Licensed Premises to Licensor in accordance with the terms of this License and the Prime Lease, Licensor shall return to Licensee, that portion of the Security Deposit which has not been applied as herein permitted.

b. Provided Licensee is not then in default in the payment of license fees or any other charges due Licensor, and further provided the Licensed Premises including all lease hold improvements and equipment are left in good condition, reasonable wear and tear excepted, as provided in the Prime Lease, said security deposit shall be returned to Licensee within thirty (30) days after this License expires. If Licensee is in default at any time or if the Licensed Premises including all lease hold improvements and equipment are not left in good condition, then after notice to Licensee the security deposit shall be applied to the extent available on account of sums due Licensor or Landlord for the cost of repairing damages to the Licensed Premises and Licensee shall promptly restore the Security Deposit to its original and full amount.

4. Notices

a. All notices required or permitted to be given hereunder shall be in writing and shall be effective either upon personal delivery (against written receipt), one (1) day after delivery to a nationally-recognized overnight courier (e.g. Federal Express) for next-day delivery or three (3) days after deposit in the United States mail, by certified mail, return receipt requested, addressed to the parties as follows, or at such address as a party may hereafter designate by notice to the others.

b. Licensor and Licensee each hereby covenant and agree to promptly deliver to the other party copies of any and all notices or other correspondence received by it from Landlord that might affect Licensor and Licensee in any manner and further agrees, notwithstanding this Section 7 hereof to the contrary, to use good faith efforts to so deliver same in the manner most appropriate to insure that Licensor will be able to respond to any of such notices or other correspondence from Landlord within any time periods set forth in the Prime Lease.

5. Compliance with Laws

Licensee shall comply with the requirements of all applicable laws, rules and regulations to the extent they apply to Licensee's use and occupancy of the Licensed Premises.

6. Indemnification

Licensee agrees to indemnify, defend and save harmless Licensor from and against any and all claims arising from occupancy, conduct, operation or use of the Licensed Premises by Licensee or arising from any breach or uncured default on the part of Licensee in the performance of any covenant or agreement on the part of Licensee to be performed pursuant to the terms of this License or which violates the terms of the Prime Lease, or under the provisions of any law, ordinance or regulation of any federal, state, municipal or other authority, or arising from any act, neglect or negligence of Licensee, or its agents, contractors, servants, employees, or Licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation, occurring during the term of this License, and from and against all costs, expenses and liabilities incurred in connection with any such claim or action or proceeding brought thereon (including, without limitation, the reasonable fees of attorneys, investigators and experts); and if any action or proceeding be brought against Licensor by reason of any such claim, Licensee upon notice from Licensor shall, at Licensee's sole cost and expense, resist or defend such action or proceeding or cause it to be resisted or defended.

7. Quiet Possession

As of the commencement date hereof, Licensor grants Licensee, subject to the Prime Lease, quiet possession of the Licensed Premises, which shall continue during the term of this License.

8. Binding Effect

This License shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and assigns.

9. Amendments in Writing

This License may not be modified except in writing signed by all parties hereto. This constitutes the entire agreement between the parties; any additional amendment or modification of the terms thereto shall not be effective unless made in writing and attached to the original hereof, executed by all parties. This Agreement shall be binding upon the successors, assigns and heirs of the respective parties.

10. Amenities and Terms of Service

 AV equipment in conference room

 Conference call capabilities

Beautiful artwork (some of it can be yours) Bathrooms

Kitchen area with refrigerator and Coffee

Drinking Water

Conference rooms with table and comfortable seating for up to 8 people. Conference Rooms will be Equipped with a white board and AV equipment. The conference rooms can be reserved for up to two hours at a time and are on a first come, first served basis (membership includes two hours of reserved use per month of use; there is a fee of $35 per hour above that for reserved use)

The Demo rooms can be reserved for up to two hours at a time and are on a first come, first served basis. The Demo Room Space will be shared for now. No Charge will be assess as part of your License Agreement. However, after August 2016 we will finalize the economics and use of the Demo Room.

Mailing address and mail slots are available with monthly or annual membership only

Networked copier/ printer*- access for fee as follows: 50 Pages per Month. A charge of $.065 Cents will be levied per page.

11. Member Code of Conduct

We want to ensure that all members can get the best out of the experience of the shared workspace, and enjoy a stimulating, high productivity setting. To do this, we need the help of every member, and therefore ask you to be considerate of those around you and to take care of the space.

Remember to leave the space better thank you find it. If you move things around, please return them to the original location. Maintaining a clean and pleasant environment will make the use of the 111 TSP more enjoyable and productive. As this is a multi-user environment, be mindful in your use and reservation of the conference rooms and other amenities to ensure that everyone can benefit from their use.

Noise levels

Keep computer volume at a mute setting or use headphones

Maintain your cell phone on vibrate and take calls in a conference room or in the building’s main lobby.

If you need to talk to someone, please do so in a volume that is conducive to a one-on-one conversation.

Impromptu discussions between three or more individuals should also be conducted away from individuals that are not partaking in the discussion.


Please respect people’s privacy. Seating in the shared space is a private zone for the individual who occupies the space.

Collaboration among members is highly encouraged, but violations of privacy, personal space, virtual space, and intellectual property are strictly prohibited.


Guests are permitted only when accompanied by a member and for the purpose of conducting business with that member.

Guests are the responsibility of the member whom they are accompanying. No children are allowed.

CoWorking draws in a variety of people with different backgrounds, experiences, and expertise. Enjoy and embrace these differences, and respect the people around you.

12. Governing Law

This License shall be governed by and construed in accordance with the laws of the State of New Jersey.

13. Default by Licensee

a. If Licensee shall be in default in fulfilling any of the covenants of this License other than the covenants for the payment of license fees or if the Licensed Premises become vacant or deserted. Licensor may give Licensee fifteen days’ written notice of intention to end the term of this License and thereupon, at the expiration of said fifteen days (if said default continues to exist), the terms under this License shall expire as fully and completely as if on that day herein definitely fixed for the expiration of the term, and Licensee will then quit and surrender the Licensed Premises to Licensor, but Licensee shall remain liable as hereinafter provided.

b. If the notice provided for in (a) above shall have been given, and the term shall expire as aforesaid; or

(b) if Licensee shall default in the payment of the license fees reserved herein or any item of charges herein mentioned or any part of either or in making any other payment herein provided; or (i) if any execution or attachment shall be issued against Licensee or any of Licensee’s property whereupon the Licensed Premises shall be taken or occupied or attempted to be taken or occupied by someone other than Licensee or (ii) if Licensee shall default with respect to any other lease provision between Landlord and Licensor which shall remain uncured beyond the applicable cure period, or (iii) if Licensee shall do anything which would otherwise constitute a default under the Prime Lease if made by Licensor which shall remain uncured beyond the applicable cure period, then and if any of such events Licensor may, without notice, exercise the same rights as Landlord has against Licensor in the Prime Lease as if the default by Licensor in its obligations to Licensor had been a default by Licensor in its obligations to Landlord.

14. No Assignment or Sublicensing

Licensee shall have no right to Assign this Agreement or License the Licensed Premises (or any portion thereof) or permit the occupancy of the Licensed Premises by any person or entity under any circumstances.

15. No Unlawful or Prohibited Use

As a condition of your membership , you will not use for any purpose that is unlawful or prohibited by these terms, conditions and notices. You may not use the name in any manner that could damage, disable, overburden, or impair the brand, technology, or the network(s) connected to any server or otherwise, or interfere with any other member’s use or otherwise.

You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any servers or to any of the services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. You represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party. You will be liable to the for all damages or harm suffered by the as a result of your violation of this section.

WITNESS WHEREOF, the parties hereto have executed this License as of the date first above written.

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I'm not sure it matters, but I'm not going to click on a link from an unknown source.



20 minutes ago, giantspoint said:

Can the emails be used as proof?


Proof of what?  If you're simply asking whether e-mails, in general, can be used as evidence, of course they can.

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Thanks for your time, completely understood about the link, so I just posted the contract rather then clicking the link. The length of the lease is not specified in the contract it seems to go as far as August. I do not how long my lease is, if you can help me that would be greatly appreciated. 

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Interesting. The License Agreement references a different document: "Licensor has heretofore entered into a certain lease dated (the “Prime Agreement”) with LANDLORD, for certain premises (the "Premises") located at 111 as more fully described in the Prime Agreement" (emphasis added). It would be unusual that there is no separate lease/Prime Agreement.


As far as the term of the lease goes, the License says: "The term of this License shall commence on February 8, 2016 (the "Commencement Date") and subject to the Prime Lease shall end 60 days before Licensee gives written notice to end license."


It seems unusual that the terms of the lease is set forth in a Prime Lease that doesn't exist. Moreover, it is unusual that a license could end 60 days before you give written notice to end the license.


The FindLaw.com Team


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I skimmed the posted document but did not try to analyze it in any great detail.  It appears to be an agreement for use of shared office space, not a lease at all.  The licensor is the tenant and you are merely being given the right to use of the licensor's premises.  That is why you don't have to sign the prime lease.  You are not a tenant or even a sub-tenant.  The term of the license appears to be as long as you pay the license fee.

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Thank you for your help, I am trying to get of the license agreement. Before the agreement was put together I agreed to pay back rent as long as long as my revenue was over 500,000 before the month of August, the landlord agreed to that (I have the emails) but he did not include that in the license agreement. Am i legally obligated to pay? 

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It is hard to say whether you need to pay the back rent without more info.  I am sure there may have been negotiation about the back rent but the timing and exact terms may be critical.  In addition, such a contingency would require some good faith effort on your part and whether that occurred is a factual question.  As mentioned above, you should review all this with a local attorney.

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