Last Updated: 02/19/2025

GAINBRIDGE FIELDHOUSE SUITE LICENSE AGREEMENT

(“License”)

PACERS BASKETBALL, LLC, an Indiana limited liability company (“Licensor”) and the licensee listed on the cover page (the “Cover Page”) of this License (the “Licensee”) hereby agree as follows:

1. General Terms.
1. Use. Subject to the terms and conditions herein, Licensor grants to Licensee an exclusive, revocable right and license to use the space/suite located in Gainbridge Fieldhouse in Indianapolis, Indiana (“Fieldhouse”) and listed on the Cover Page of this License (the “Suite”) for the sole purpose of attending the event or events listed on the Cover Page (individually, each an “Event” and collectively, the “Events”)) on the date listed on the Cover Page. Unless this License is earlier terminated pursuant to the provisions hereof, Licensee's license to use the Suite for the Event(s) is limited to the date(s) and time(s) set forth on the Cover Page (the “Term”). The Term may not be modified by Licensee without obtaining Licensor's prior written permission (which permission may be withheld in Licensor's sole discretion).
2. License Fee.
1. In consideration of the license granted hereunder, Licensee agrees to pay License Fee in accordance with the terms herein, plus all costs incurred by Licensor in connection with Licensee's use of the Suite, including, without limitation, costs incurred for the provision of food and beverage as described below. The “Licensee Fee” is the fee listed on the Cover Page, which includes the total cost of the number of suite tickets listed on the Cover Page (including any applicable admissions tax) and the number of parking passes in the Virginia Avenue garage listed on the Cover Page.
2. A non-refundable deposit, as listed on the Cover Page, is due upon execution. The balance must be paid thirty (30) days prior to the date of the Event or the first Event if the License includes more than one Event. If a suite is licensed within thirty (30) days of the Event, the entire License Fee must be paid in full at the time of the reservation. The suite tickets will not be provided to the Licensee until the entire amount of the License Fee is paid in full.
3. Licensor has the right to terminate this License and reclaim or cancel any suite tickets received by Licensee upon notice to Licensee if Licensee fails to pay any amount due when due and to seek any remedies available at law or in equity, including the right to recover any amounts due and payable under this License and/or that would have been due and payable under this License had this License not been terminated.
3. Licensor and Licensee acknowledge that due to the Covid-19 health crisis and restrictions placed by local, state and federal government entities as well as restrictions placed by promoters of Events (including but not limited to NBA related events), it is possible that there will be limited capacity in the suite, that there may be Covid-19 testing and other requirements for guests to attend the suite for an Event and that food and beverage services may be limited. Licensor will work in good faith to accommodate guests for Events, in Licensor's sole reasonable discretion. This License is subject to the Constitution and By-Laws and all rules, regulations and agreements of the NBA and its affiliated entities (including but not limited to the WNBA) as they presently exist or as they may, from time to time, be entered into, amended or adopted (“NBA Rules”).
2. Food and Beverage. Licensee shall have the opportunity to purchase food and beverages for the Event(s) by placing an order with Levy Restaurants via telephone at (317) 917-3555 or by emailing suiteeats@levyrestaurants.com at least three (3) days prior to the announced date of the applicable Event, or as mutually agreed upon otherwise by Licensor and Licensee. All costs for food and beverage items (plus service charge and tax) requested by Licensee (or all costs for food and beverage exceeding any food and beverage credit if applicable) are the financial responsibility of Licensee in addition to the License Fee and will be due and payable prior to Licensee receiving its suite tickets for the applicable Event.
3. Additional Fees. Any additional costs levied against Licensee (e.g., approved food and beverage orders above any applicable food and beverage credit, unpaid bartender services pursuant to Section 5 of this License) are the financial responsibility of Licensee and all balances not paid by Licensee prior to the applicable Event will be closed out on Licensee's credit card at the conclusion of the applicable Event.
4. Release/Indemnification. Licensee agrees to forever release, discharge and hold harmless the Indemnified Parties (as defined below) for any personal injury, bodily injury, sickness or damage to or loss of property of Licensee or its guests in or upon the Suite or the Fieldhouse or adjacent grounds or structures (including parking garages or other parking areas) resulting from any cause whatsoever. To the fullest extent permitted by Indiana law, Licensee agrees to defend, indemnify and hold Licensor, Fieldhouse Management, LLC, Fever Basketball, LLC, the Marion County Convention and Recreational Facilities Authority (“MCCRFA”), The Capital Improvement Board of Managers of Marion County Indiana (“CIB”), Levy Premium Foodservice Limited Partnership, Gainbridge Insurance Agency, LLC, the City of Indianapolis, Indiana, event promoters, event organizers, event tenants and event participants and their respective parents, subsidiaries, affiliates and related entities as well as each of the aforementioned parties' respective officials, directors, officers, partners, members, shareholders, owners, employees, sponsors, agents, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, suits, losses, damages, charges, costs, expenses (including but not limited to reasonable attorneys' fees), obligations, liens, liabilities, actions, and causes of action (whether threatened, anticipated or actual) (collectively, herein referred to as “Injury”) arising directly or indirectly out of or resulting from Licensee's use of the Suite or the Fieldhouse or adjacent grounds or structures (including parking garages or other parking areas) or the breach of this License by Licensee or its guests, provided that such Injury (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property including the loss of use resulting therefrom whether to the Indemnified Parties or others; and (2) is caused in whole or in part by any negligent or willful acts or omissions of Licensee, any of Licensee's guests or for anyone for whose acts or omissions any of them may be liable. Licensee's duty to defend and indemnify exists regardless of whether the Injury is also caused by, or alleged to be caused by, conduct for which one or more of the Indemnified Parties is responsible, including for their own negligence. The defense to be provided shall be provided by counsel mutually agreed to by the parties and include payment for reasonable attorneys' fees, paralegals' fees, expert witness fees, court costs, and other expenses associated with the defense of such claim, suit, or proceeding. Each of the Indemnified Parties shall have the right but not the duty to have its own counsel appear and participate in the defense of any such matter at their own expense. In claims against any of the Indemnified Parties by an employee of Licensee or by an employee of anyone else for whose acts or omissions Licensee is responsible, the indemnification and defense obligations as set forth above shall not be limited by a limitation on the amount or type of damages, compensation or benefits payable by or for Licensee or anyone else under workers' compensation acts, disability benefit acts or other employee benefit acts. This Section 4 of the License shall survive the termination and/or expiration of this License.
5. Bartender. Licensor reserves the right to require Licensee to use a properly licensed bartender to provide bartending services to Licensee during the Event(s). The expense of such bartender shall, at the option of Licensor, be paid by Licensor or Licensee.
6. Licensee Cancellation. Licensor and Licensee acknowledge that any cancellations by Licensee must be received by Licensor in writing no later than thirty (30) days prior to the applicable Event in order for Licensee to receive a refund of the License Fee, minus the non-refundable deposit pursuant to this License. Attempted cancellations other than as set forth in the previous sentence will not be valid and Licensee will remain responsible to Licensor for the entire License Fee and no refunds will be made.
7. Event Cancellation/Postponement. If an Event is canceled or postponed, notwithstanding anything to the contrary herein, Licensee will receive a full refund of any portion of the License Fee applicable to such Event that has already been paid by Licensee.
8. Costs. The prevailing party in any legal proceedings commenced to enforce this License, whether by arbitration or judicially, shall be entitled to an award of its reasonable costs including, but not limited to, reasonable attorneys' fees in addition to such other damages, if any, or other award as may be appropriate. This Section 8 of this License shall survive the termination and/or expiration of this License.
9. Fieldhouse Policies. This License is subject to all Fieldhouse policies and procedures as determined by Licensor. Such policies and procedures include but are not limited to the fact that no food and/or beverages shall be brought into the Fieldhouse by Licensee or its guests and that no suite tickets issued to Licensee or Licensee's guests may be re-sold or transferred to anyone without the express written consent of Licensor. Failure of Licensee to abide by the Fieldhouse policies and procedures may result in revocation of all suite tickets provided to Licensee and immediate termination of the rights granted Licensee pursuant to this License, including but not limited to the removal of Licensee, its guests or any non-approved suite ticket transferees from the Fieldhouse. The parties acknowledge that the Suite(s) listed on the Cover Page may be changed by Licensor without notice to Licensee in the event said Suite(s) are no longer used by Licensor as short-term licensed suites and are licensed pursuant to a long-term license agreement.
10. Assignment. Licensee shall not assign and/or transfer this License or any rights hereunder to anyone else without the prior written consent of Licensor.
11. Breach. Without prejudice to any other rights Licensor may have under this License or otherwise at law or in equity, Licensor shall have the right to terminate this License and reclaim or cancel the suite tickets provided to Licensee, immediately at any time if: (a) Licensee shall be in breach of any material provision of this License, or (b) Licensee files a petition relating to, or is the subject of any bankruptcy, insolvency or receivership proceeding (which petition, if filed against Licensee, remains unstayed or undismissed for a period of sixty (60) days after such filing).
12. Governing Law. This License shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to conflict or choice of law principles. The venue for any action brought hereunder shall be in the state court or federal court of competent jurisdiction in the city of Indianapolis, Indiana.
13. Entire Agreement. This License constitutes and expresses the final, complete and entire agreement between the parties with respect to the subject matter of this License, and all prior negotiations, discussions, agreements, promises, and undertakings with regard to said subject matter are herein merged. The provisions of this License are not subject to amendment or alteration except by written instrument signed by both parties. Any invalid or unenforceable provision shall be deemed severed from this License to the extent of its invalidity or unenforceability, and the remainder of this License shall remain in full force and effect.
14. Waiver. Any waiver by either party of a breach of any provision of this License shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this License. The failure of either party to insist upon strict adherence to any term of this License on one or more occasions shall not be considered a waiver or deprive the party owed performance of the right thereafter to insist upon strict adherence to that term or any other term of this License. Any waiver must be in writing.
15. Authorized Signatories/Counterparts. The individual signing on the Cover Page certifies that he or she is duly authorized to do so on behalf of the Licensee listed on the Cover Page.
16. Independent Contractors. The relationship of the parties hereto shall be that of independent contractors and nothing herein shall be construed to create or imply an agency, partnership, or other relationship, it being acknowledged that each of the parties is engaged in its own separate and distinct business.
17. Limit on Liability. Neither party shall be liable to the other for any special, indirect, incidental, consequential, punitive or exemplary damages, including, but not limited to, lost profits, even if such party has knowledge of the possibility of such damages, provided, however, that the limitations set forth in this Section 17 of this License shall not apply to or in any way limit the obligations of Licensee to defend and indemnify the Indemnified Parties from and against third party claims pursuant to Section 4 of this License.
18. COVID-19. In addition to all other terms and conditions in this License, Licensee, on behalf of itself and its parents, subsidiaries, affiliates and related entities as well as each of the aforementioned parties' respective officials, directors, officers, partners, members, managers, shareholders, owners, employees, representatives, agents, successors and assigns (collectively, the “Licensee Parties”), expressly assume all risk of injury (including, without limitation, permanent disability or death), illness, virus and disease contraction, and property damage or loss, related in any way to severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2), which is also known as COVID-19 (“COVID-19”), as well as any mutation, adaption or variation thereof, relating to or arising in connection with this License, howsoever caused or arising, whether by negligence, any intentional act or omission, or otherwise, including, but not limited to, negligence of Licensor or otherwise, and accepts full responsibility for any losses, liabilities, damages, costs or deficiencies resulting from such injury, illness, virus, disease contraction, or property damage or loss. Notwithstanding anything to the contrary herein, Licensee, on behalf of itself and the other Licensee Parties, hereby forever releases, waives, discharges and holds harmless the Indemnified Parties from and against any and all claims, demands, suits, actions and causes of action (whether threatened, anticipated or actual) of and/or for damage for injury (including, without limitation, permanent disability and death), illness, virus and disease contraction, and property damage or loss, related in any way to COVID-19 as well as any mutation, adaption or variation thereof, which Licensee or the other Licensee Parties may have or which may hereafter accrue to Licensee or the Licensee Parties, relating to or arising in connection with this License, howsoever caused or arising, whether by negligence, any intentional act or omission, or otherwise, including, but not limited to, negligence of Licensor or otherwise.
19. Notices. All notices, demands and other communications between the parties required hereunder, shall be in writing and deemed given upon personal delivery or, if mailed, postage prepaid, to the respective addresses provided below or, if by Email, to the Email address specified below. Either party may specify another address, or Email address from the one set forth below by notice to the other party as provided herein. If to Licensor: Pacers Basketball, LLC, 125 S. Pennsylvania Street, Indianapolis, Indiana 46204, Attention: Director of Corporate Ticket Sales; by Email “tickets@pacers.com.” If to Licensee: As set forth on the Cover Page, or the then current address of Licensee in the Licensor's records.
20. Headings. The titles of the paragraphs, sections, and subsections of this License are for convenience only, and do not define or limit the contents.