Lease Agreement

Sample Lease Agreement



MAR 3 0 2006

_____U U Eb


THIS AGREEMENT Cthis "Agreement" 1 is made on___________________[date] by

and between Juice It Up Franchise Corporation, a California corporation ("Juice It Up"),

___________________________("Franchisee"), and_______________________("Lessor"),

concerning the fLease Agreement! dated between Franchisee and Lessor (as amended, modified or restated from time to time, the "Lease1") pertaining to the JUICE IT UP juice bar located at__________________________________________________________

_____________("AAccepted Location'"). This Agreement is entered into in connection with

that certain Franchise Agreement dated                                    between Juice It Up and

Franchisee (as amended, modified or restated from time to time, the "Franchise Agreement").

1. Assignment

Franchisee hereby agrees to assign, transfer and set over to Franchisor the Lease and all rights of Franchisee thereunder, all rioht to subrents and concession fees derived from the Lease, together with all of Franchisee's right, title and interest in the Lease. including all modifications, amendments, extensions and renewals of the Lease and all rights and privileges incident thereto (collectively, the "Lease Rights'"), conditioned only on Juice It Up issuing an "Election Notice" as described in Section 2 of this Agreement. The foregoing agreement is intended bv Juice It Up and Franchisee to create and shall be construed to create an absolute assignment to Juice It Up of all Franchisee's rioht. title and interest in the Lease Rights subject only to the condition that Franchisor issue an Election Notice, provided, however, that nothing contained herein shall operate or be construed to obligate Juice It Up to perform anv of the terms, covenants and conditions contained in the Lease or otherwise to impose anv obligation to oav rents thereunder or to indemnify Lessor in connection therewith unless Juice It UP obtains possession of the Accepted Location as described in Section 2 of this Agreement. Juice It Up hereby grants to Franchisee a revocable license to occupy the Accepted Location and eniov the rights of the tenant under the Lease.

2. Election Notice

Upon the occurrence of (a) a default under the Lease bv Franchisee: (b) a default under the Franchise Agreement bv Franchisee: (c) the exercise bv Juice It Up of its rioht of first refusal pursuant to the Franchise Agreement: or (d) the nonexercise bv Franchisee of an option to renew or extend the Lease, and at anv time thereafter during the continuance thereof. Juice It Up shall have the rioht and option, at its election at anv time within 30 days after the applicable event, to notify Franchisee and Lessor (an "Election Notice'") that Juice It Up is electing to cause the assignment in Section 1 of this Agreement to become effective. Upon such an Election Notice and without the necessity of anv further actions-Franchisor shall have the right: (\) to enter upon the Accepted Location and to institute such leoal proceedings (including, without limitation, a lawsuit for unlawful detainer of the Accepted Location bv Franchisee): and (in to perform all other acts which Juice It Up shall

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determine, in its sole discretion, to be necessary or desirable to carry out the foregoing. Lessor shall be entitled to relv upon anv notice from Juice It Up and shall be protected with respect to anv claim made bv Franchisee with respect to such notice, irrespective of whether a dispute exists between Juice It Up and Franchisee with respect to the existence of a default or the rights of Juice It Up hereunder. The payment of rent to Lessor in connection with anv such notice and the performance of obligations under the Lease to or for the benefit of Lessor shall not cause Juice It Up to assume or be bound bv the provisions of such Lease including but not limited to the duty to oav anv future rents. Franchisee agrees to indemnify, defend and hold Lessor harmless from and against anv and all loss, claims, damage or liability arising out of anv claim with respect thereto. Juice It Up shall not become liable to Lessor for the performance of anv obligations of the tenant under the Lease, notwithstanding its issuance of an Election Notice, unless and until Juice It Up shall have obtained possession of the Accepted Location, and in no event shall Juice It Up be liable to Lessor for anv obligations which accrued under the Lease prior to the date Juice It Up so obtains possession. Nothing contained in this Agreement shall constitute a waiver bv Lessor of anv recourse of Lessor aoainst Franchisee for unpaid amounts owed under the Lease. Lessor shall cooperate with Juice It Up in all reasonable respects to enable Juice It Un to obtain possession of the Accented Location. Franchisee hereby authorizes Juice It Up to communicate with the Lessor (and hereby authorizes Lessor to communicate with Juice It Up^ for anv purpose, including eviction proceedings. vour defaults under the Lease or the Franchise Agreement, and negotiating a lease for the Accented Location commencing following the termination or expiration of the Lease.

^Default Under Lease

If Franchisee defaults in the performance of any material term of the lease, Lessor must notify Juice It Up of the defaults



4. Consent to Assignment

Lessor hereby consents to the assignment of the Lease to Juice It Up as provided herein. This Agreement will remain in effect during the entire term of the ALease and any and all renewals or extensions of the ALease. Lessor agrees that the lease may not be amended, assigned, extended, renewed or surrendered, nor may the AAccepted Location, or any part of it, be sublet, nor may the lease, or any interest in it be assigned or encumbered by Franchisee without the prior written consent of Juice It Up.

5. Exercise of Option by Juice It Up_

franchisee must vacate the AAcceoted Location immediately upon receiving the AElection Notice. Juice It Up will have the right, at the same time as or after Juice It Up's exercise of the option granted in this Agreement, to assign its rights under this Agreement to a new franchisee selected by Juice It Up to operate the JUICE IT UP juice bar.


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6. Attorney fees and Costs

If legal action is necessary to enforce the terms and conditions of this Agreement, the prevailing party will be entitled to recover reasonable compensation for preparation, investigation and court costs and reasonable attorney fees, as fixed by a court of competent jurisdiction.

IN WITNESS TO THE PROVISIONS OF THIS AGREEMENT, the people named in it have signed it on the date stated in its opening paragraph.








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Frank N. Easterbrook, Chief Executive Officer

Juice It Up Franchise Corporation 17915 Sky Park Circle, Suite J Irvine, CA 92614

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