ARTICLE 1.0 - INTERPRETATION

1.1         Any reference to the Licensee shall include the Licensee, its exhibitors, contractors, sub- contractors, employees, agents, representatives, patrons and guests and any other invitees.

1.2         Unless the context otherwise requires, words importing the singular shall include the plural and vice versa.

1.3         The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "herein", "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof.

ARTICLE 2.0 - GRANT OF LICENSE

2.1         Subject to the terms and conditions of this Agreement (including without limitation all payments being made in advance as required), the Licensor here grants to the Licensee the license to use and occupy the Premises only for the Event Description under the Event Name for a term commencing at the Commencement Time and ending at the End Time (the "Term"), unless this Agreement is sooner terminated under the terms and provision of this Agreement, for the purpose of hosting, holding, producing or staging the Event.

2.2         The Licensee hereby licenses and accepts occupation of the Premises from the Licensor and covenants and agrees to pay the Fee and perform all the covenants and obligations to be observed and performed by the Licensee pursuant to this Agreement. The Licensee agrees that the Premises are accepted on an "as is" basis and there is no promise, representation or undertaking binding upon the Licensor with respect to the Premises or the condition thereof.

2.3         The Licensee acknowledges and agrees that failure of the Licensee to satisfy all terms of this Agreement shall mean the Licensor has the right to terminate this Agreement and either prevent entry onto the Premises or, after entry, the right to remove or cause to be removed or bar entry of persons, goods, equipment or other material before the time specified above.

2.4         The Licensee acknowledges and agrees that the Premises and the keys there of, shall at all times be under the charge and control of the Licensor.

2.5         If the Licensor permits the Licensee, its agents, employees, contractors, or exhibitors in or on the Premises prior to or after the Term specified in this Agreement, the Term will be extended and the Licensee shall assume responsibility and assume all risk and make restitution for any and all damages which may occur during the Term as extended.

ARTICLE 3.0 - USE OF THE PREMISES

3.1         The Licensor shall use the Premises only during the Term and only for the Event Description purpose set forth under the Event Name above, only, and shall not use or permit the Premises to be used for any other purpose.

3.2         The license granted does not include the right of the Licensee to and the Licensee shall not use or occupy those portions of the Premises:

A)           comprising the administrative offices and storage, mechanical and maintenance areas of the License,

B)           used for the purpose of serving the public by the Licensor such as concession stands, kitchens, coat checks, and any similar or related areas, and which are entitled to be exclusively occupied by a third party pursuant to a license granted by the Licensor, and the Licensee expressly acknowledges that all areas in the Premises constituting common areas, such as but not limited to lobbies, vestibules, hallways, box offices, lounge, public rooms, washrooms and other facilities, have no exclusive rights attached thereto.

3.3         The maximum capacity of the Premises can vary greatly based on the particular set up of each event. The maximum capacity will be determined by the Calgary Fire Department upon approval of the formal and accurate floor plan submitted by the Licensee. The Licensee agrees to abide by and not to exceed the capacities once determined by the Calgary Fire Department. In the event that the Licensee's attendance changes from the time of booking, the Licensor reserves the right to re-evaluate which venue space best meets the needs of both parties.

3.4         The Licensee shall not obstruct, or use for any purpose other than ingress and egress, the sidewalks, entries, passages, vestibules, lobbies, halls, elevators or stairways on the Premises, or of the building(s) of which the Premises form a part shall, or any portions thereof. The Licensee shall not cover or obstruct the doors, windows, heating or cooling systems and house lighting attachments.

3.5         The Licensee, its exhibitors, entertainers, employees, agents, or representatives shall not use devices or effects or conduct themselves in a manner which invites patrons of the Event to act in an uncontrolled manner or any manner which may result in damage to the Premises or during the Event or while in the Premises.

3.6         Except with the express prior written consent of the Licensor, the Licensee shall not nail, tack, screw or otherwise physically attached to any part of the Premises or to any of the furnishings or fixtures of the Licensor any decorative or other material; provided however, if such written consent has been previously obtained for the installation, affixing, erection, or display of decorative or other materials, light appliances, and other fixtures, the removal and the disposition of the same that may not have been removed upon expiration of the Event shall be subject to the disposition by the Licensor at the cost and expense of the Licensee.

3.7         The Licensee shall pay any fees, royalties, or other charges incurred by the use of copyright materials or music during the Term and shall indemnify and hold the Licensor harmless with respect to such charges.

3.8         The Licensee shall employ or arrange for the employment of the following personnel: stagehands, riggers, spotlight operators, and others as it relates to union jurisdiction through the International Alliance of Theatrical and Stage Employee's Union (I.A.T.S.E.).

ARTICLE 4.0 - FEES

4.1         The Licensee shall pay to the Licensor:

A)           the Fee for the Term, which shall be due and payable on or before the date that is seven (7) days before the Commencement Time;

B)           the Deposit as a security deposit, in the form of a certified cheque on or before the Deposit Date, to be held by the Licensor for the due and punctual performance of all obligations of the Licensee under this Agreement and may be applied to any amounts owing hereunder; and

C)           any additional fees charged by the Licensee to the Licensor pursuant to this Agreement.

4.2         All amounts owing by the Licensee to the Licensor hereunder shall be paid promptly by the Licensee without deduction, set-off or abatement whatsoever.

4.3         The Licensor shall not be liable to the Licensee or anyone claiming under the Licensee for any interest on the Deposit or any amounts paid by the Licensee in advance of when they are due and payable and properly applied to the account of the Licensor.

ARTICLE 5.0 - COVENANTS OF THE LICENSOR

5.1         The Licensor covenants and agrees to:

A)           provide in and on the Premises such supplies of water, electricity, light, heat and air conditioning as are presently available and normally provided by the Licensor to the Premises;

B)           provide the Premises to the Licensee on the Commencement Time in a clean condition, and to supply reasonable janitorial services, as normally provided by the Licensor; and

C)           provide such other reasonable services requested by the Licensee as the Licensor, in its sole discretion, determines, such services to be provided at the Licensee's sole cost and expense

ARTICLE 6.0 - CARE OF THE PREMISES

6.1         The Licensee shall only use or occupy the Premises and no other facilities of the Licensor.

6.2         At the conclusion of the Event, the Licensee shall leave the Premises in the same condition and state of repair as received by it (excepting only reasonable wear and tear). The Licensee shall remove from the Premises on or before the End Time, any and all goods, chattels, equipment or other materials brought on to the Premises by the Licensee, or any person with the authority of the Licensee.

6.3         The Licensee shall bear and pay all costs and expense involved with installation and removal of any additional system for power, gas, water, ventilation, illumination or fixed seating that may be required by the Licensee, and arrange for such services through the Licensor.

6.4         To provide sufficient security personnel as may be required by the Licensor at the Licensee's expense.

6.5         The Licensor has the exclusive right to evacuate all people from the Premises during any time which it deems necessary for the safety or wellbeing of such people and that the Licensee shall not hold the Licensor liable for any costs or damages associated with such action and shall assist the Licensor as reasonably requested by the Licensor.

ARTICLE 7.0 - REPRESENTATIONS AND WARRANTIES

7.1         The Licensee hereby represents and warrants to the Licensor that: 

A)           the Licensee has inspected the Premises and accepts the same in their existing condition and state of repair, and expressly acknowledges that it has entered into the Agreement without any representation or warranty by the Licensor that the Premises are suitable for the purposes of the Licensee;

B)           it will obtain from all necessary regulatory boards and authorities all licenses and permits as may be necessary for the staging of the Event of the Licensee during the Term;

C)           it will comply with all laws, rules and regulations of the Federal Government of Canada and the Province of Alberta and all bylaws, rules, resolutions, and requirements of the City of Calgary, and all rules and requirements of the police and fire departments or other municipal authorities of the City of Calgary, and will not do nor suffer to be done anything on the Premises in violation of any such laws, bylaws, rules, regulations, resolutions and requirements;

D)           it will abide by and conform to all rules, regulations, and requirements from time to time adopted or prescribed by the Licensor and its insurers;

E)           it will not admit people onto the Premises which would exceed the maximum capacity as permitted by the City of Calgary Fire Department;

F)            it shall ensure as far as reasonable and practicable the health and safety of its exhibitors, contractors, sub-contractors, employees, agents, representatives, patrons and guests and other invitees;

G)           it shall ensure compliance with all applicable legislation, by-laws and regulations including, but not limited to, the Alberta Fire Code, Electrical Protection Act, Gas Protection Act, the Occupational Health and Safety Act, the Alberta Liquor Control Act, Calgary Health Services Food Establishment Policy and regulations made thereunder while occupying the Premises;

H)           it shall provide, at the Licensee's expense, sufficient police, security, ushering, and medical aid personnel to maintain order and protect persons and property as required by the Licensor; and

I)            it shall not deny admission to the Event or Premises because of race, creed, religion, sex, color, ethnic or national origin, or political or economic opinions.

ARTICLE 8.0 - RELOCATION

8.1         The Licensor may relocate the Licensee to other premises from time to time upon reasonable notice to the Licensee.

ARTICLE 9.0 - DISCLOSURE AND AUDIT

9.1         The Licensee shall provide, upon the Licensor's request, a certified list of the shareholders and their shareholdings in the Licensee, and as and from the date thereof the shareholdings in the Licensee shall not be sold, transferred or conveyed to any person except a present shareholder, except with the advance express written consent of the Licensor, it being expressly acknowledged by the Licensee that the Licensor has been induced to enter into this Agreement relying upon the identity of the present shareholders of the Licensee and in contemplation of the restriction of the transfer of shares of the Licensee as herein stipulated. It is understood and agreed that the Licensee named herein is the real party in interest, is not acting for or on behalf of an undisclosed principal and should it hereafter appear that the Licensee is not the real party in interest, that fact shall be and the Licensee grounds for permitting the Licensor to immediately cancel this Agreement and any remaining portion of the Term thereof without liability on the part of the Licensor.

9.2         Except as otherwise expressly provided in the Agreement, the Licensee shall maintain such adequate books and records of financial and other matters including the receipt of gross gate and sales revenues and disbursement of funds related to the conduct of the Event on the Premises, and the Licensor shall have the right at all reasonable times, to examine and audit such records either by itself or through its employees, servants or agents.

9.3         If the Event is ticketed, forthwith following the Event, the Licensor shall, from the information available from its records and that provided by the Licensee, report to the Licensee full particulars of the sale of tickets by it and shall then within fourteen (14) days after the Event provide to the Licensee, an invoice including any payment adjustments due to the Licensor or the Licensee less only the amounts owing pursuant to payment terms of this Agreement, provided however that any portion of any of the financial obligations of the Licensee not so satisfied, shall be paid and satisfied by the Licensee within ten (10) days of the date of invoice.

ARTICLE 10.0 - PROHIBITED USES

10.1      That the Licensee shall not and shall not permit fireworks for the purpose of producing pyrotechnic or sound effects shall be discharged within the Premises without the prior written consent of the Licensor and the City of Calgary Fire Department.

10.2      The Licensee shall not, without the prior express written consent of the Licensor, put up or operate any engine or motor or machinery, use flammable substances on the Premises, use any other agent than electricity for illuminating the Premises nor bring or allow to be brought onto the Premises any materials or substance nor do any act or permit any act to be done which will increase the fire hazard of the Premises or affect any insurance held by the Licensor or render any such insurance liable to cancellation or invalid.

10.3      That no shipment or delivery of property of any kind to the Premises shall be accepted onto the Premises unless the Licensee or its authorized employees, agents or representatives are present to accept the same, unless prior express written consent from the Licensor has been provided for the Licensor's employees, agents or representatives to agree to accept the same; provided that all such shipments or property so accepted shall remain at and be the sole and exclusive risk and liability of the Licensee.

10.4      The Licensee shall ensure all neighboring events will remain free from outdoor or indoor distractions, disturbances and interruptions including noise, odors, dust and debris that are known to interfere with concurring events.

10.5      Sound checks require prior approval from the Licensor and the Licensor reserves the right to regulate and/or lower sound levels affecting any neighboring events. Event activities causing distractions, interruptions and/or disturbances for neighboring clients will not be permitted.

10.6      The Licensor reserves the right to eject from the Premises any persons who are conducting themselves in an objectionable manner, and the Licensee hereby waives all claim for damages arising from the exercise of such right.

ARTICLE 11.0 - DAMAGES TO PREMISES

11.1      That if the Premises or any portion of them during the Term shall be damaged by the act, default or negligence of the Licensee, or of the Licensee's exhibitors, contractors, sub- contractors, employees, agents, representatives, patrons and guests or any person admitted to the Premises by the Licensee, the Licensee will pay the Licensor, upon demand, such sum as shall be necessary to restore the Premises to their original condition. The Licensor shall inspect, together with the Licensee if it so desires, the Premises as soon as reasonably possible after vacating, and the Licensee agrees to pay for the repair of all such recorded damages to the satisfaction of the Licensor.

ARTICLE 12.0 - PUBLIC ACCESS

12.1      During the Term, the Licensee shall not permit any person from the public to enter upon the Premises unless that person:

A)           is in possession of a ticket to the Event;

B)           is an employee, representative or agent of the Licensee and is required to be present;

C)           produces proper and approved media credentials;

D)           is the Licensor's personnel working at, or associated with the Event, as well as any Director, member of the Executive Team (VP’s/CEO)or Board of Directors of the Licensor bearing a Calgary Stampede photo ID pass;

E)           has his or her name on a "Pass List" approved by the Licensor and the Licensee, and signs the Pass List on entry to the Premises; or

F)            an employee, representative or agent of the City of Calgary, the Province of Alberta or the Federal Government of Canada, in such capacity and for the purposes of the inspecting the Premises only.

12.2      The Licensor and parties listed in Section 12.1(f) shall have the right to enter and inspect any part of the Premises during the Term.

ARTICLE 13.0 - EXHIBITIONS

13.1      The Licensor shall not enter into agreements with exhibitors for booth or display space under any terms and conditions that purport to grant such exhibitors rights in excess of the rights granted hereunder or that purport to alter or change the terms and conditions of this Agreement.

13.2      The Licensee shall provide the Licensor with any Event requirements.

13.3      The Licensee shall not use any method for marking exhibit spaces which cannot be easily removed without causing any damage to the Premises or any other property of the Licensor, and shall use only carpet tape which has been approved by the Licensor.

13.4      The Licensee acknowledges that the Licensor reserves the right to prohibit the Licensee or its exhibitors or concessionaires from offering for sale or displaying any exhibits that the Licensor may determine as objectionable.

ARTICLE 14.0 - PROVISION OF SERVICES BY LICENSOR

14.1      All staff and services required for the Event shall be obtained from or through the Licensor except:

A)           management and administrative personnel of the Licensee engaged in the production of the Event;

B)           the performers of the Event and reasonable support personnel approved by the Licensor;

C)           personnel and staff required to be provided by the Licensee pursuant to Section 7.1(h); and

D)           any other personnel, staff and services approved in writing by the Licensor which personnel, staff and services shall be the responsibility of the Licensee. The Licensee shall ensure that the engagement and the actions of any such personnel will not lead to any labor dispute or disruption involving any personnel engaged at the Premises. Any personnel which are the responsibility of the Licensee and which are or become unsatisfactory to the Licensor shall be promptly removed from the Premises by the Licensee upon the Licensor's request without the Licensee having any claim or recourse against the Licensor for any loss, costs, damages, or expenses incurred or suffered by the Licensee by or as a result of the said removal.

14.2      In addition to the foregoing, the Licensor reserves the right to require the Licensee to, and in such event the Licensee shall, procure certain minimum staff and services from the Licensor.

14.3      All electrical, telecommunications, banner hanging, plumbing, gas, medical and security requirements including equipment, installations and labor will be provided exclusively by the Licensor at the Licensee's expense.

14.4      The Licensee shall notify the Licensor of its requirements for staff and services at least twenty-one (21) days prior to the Commencement Time, after which the Licensor shall not be obligated to make any additions, deletions or changes to staff or services. In the event changes are made, the Licensee shall, if requested by the Licensor pay the Licensor a surcharge equal to fifteen percent (15%) of the cost of such staff or services for such changes, as determined by the Licensor in its sole discretion.

ARTICLE 15.0 - FOOD AND BEVERAGE SERVICES

15.1      The Licensor retains the exclusive right to provide, control and retain all food and beverage services, including alcoholic and non-alcoholic beverages, and all revenues therefrom throughout the Premises and Stampede Park, except where express written consent has been granted by the Licensor.

15.2      The Licensee shall advise the Licensor of the guaranteed number of attendees by no later than 12:00PM noon, Mountain Time, five (5) business days prior to the date of the Event.

ARTICLE 16.0 - SOUVENIR, NOVELTY AND PROGRAM SALES

16.1      The Licensee covenants and agrees that for all Events:

A)           the Licensor shall have the rights to sell its own souvenirs, novelties and programs at all Events;

B)           the Licensor reserves the right to withhold space in the Premises, without compensation to the Licensee, from which to sell souvenirs, novelties and programs; and

C)           the Licensee will provide only such souvenirs, novelties and programs of quality and value which the Licensor determines is suitable, fair, and reasonable to the public.

ARTICLE 17.0 - DISPLAY ADVERTISING AND EVENT SPONSORS

17.1      The Licensee covenants and agrees:

A)           the Licensor retains the exclusive rights to any and all forms of display advertising in or on the Premises including but not limited to illuminating display signage, posters, banners, and electronic message centres, and shall retain all revenue received therefrom;

B)           the Licensor reserves the right for its display advertising to be displayed during the Event;

C)           if an Event is sponsored by a third party, the Licensee shall not grant such sponsor(s)any right to erect display advertising except as approved by the Licensor.

17.2      Notwithstanding any consent of the Licensor, the Licensee shall take down and remove all signs, advertisements, show bills, lithographs, posters, cards or any other Event promotional material of any description objected to by the Licensor.

17.3      The Licensor may distribute to those in attendance any announcements and literature concerning future attractions in the Premises whether such attractions are under the auspices of the Licensee or otherwise, free from any interference or hindrance from the Licensee.

17.4      The Licensee shall use the name "Stampede Youth Campus" in addition to the correct name of the Premises in all printed material or in all visual and oral communications relating to the Event and the Premises.

17.5      The Licensee shall ensure that all signs, posters or other material posted within or around the Premises shall be professionally printed and not handwritten and shall be removed at the End Time.

ARTICLE 18.0 - AUDIO AND/OR VISUAL REPRODUCTION

18.1      The Licensee covenants and agrees:

A)           The rights to any and all audio and/or visual transmission, reproduction or recording of the Event in the Premises, or any part thereof, shall be the sole and exclusive property of the Licensor, unless otherwise negotiated.

B)           the Licensor expressly retains the right to take photographs of the Event for its own records and publicity purposes.

ARTICLE 19.0 - INSURANCE

19.1      The Licensee shall obtain insurance as follows:

A)           "all risks" insurance upon all property owned by the Licensee or by others and for which property the Licensee is responsible located in the Premises including in amounts sufficient to fully cover, on a replacement cost basis without deduction for depreciation, all such items; and

B)           $2,000,000 Public Liability Insurance, with not less than $500,000 per person, per claim, for bodily injury, and not less than $2,000,000 for property damage in respect of any one occurrence.

19.2      The Licensee's policy of insurance shall list the Licensor as an additional named insured, acknowledge the existence and requirements of this Agreement, and shall indemnify the Licensor and the City of Calgary and shall hold both these parties harmless; such policies shall contain a waiver of subrogation from the insurer in favor of the Licensor and the City of Calgary.

19.3      The Licensee shall provide to the Licensor, seven (7) days before the date of the Commencement Time, proof of insurance acceptable to the Licensor.

19.4      The insurance coverage and certificate provided to the Licensor include as co-insured all agents, subcontractors or exhibitors which the Licensee may sub-license space in the Premises. The Licensee shall ensure that the performers entitled to enter the Premises during the Term shall have their own insurance policies with coverage limits that are reasonable in regard to services being performed.

ARTICLE 20.0 - LIABILITY AND RISK

20.1      All property used or exhibited on the Premises is at the sole risk of the Licensee. The Licensee assumes all responsibility therefor and, in addition to any other indemnities contained in this Agreement, shall indemnify and hold the Licensor harmless for any loss or damage thereto.

20.2      The Licensor and the City of Calgary will not be liable for any loss, costs, damages or expenses, incurred directly or indirectly as a result of or as a result of a consequence of any third party including any third party service provider's inability or failure to provide telecommunications, utilities or miscellaneous services or any interruption thereto.

20.3      The Licensee is liable for and shall indemnify the Licensor for any loss of or damage to all equipment or materials loaned or rented to Licensee by the Licensor regardless of how caused.

20.4      All property taken onto the Premises by the Licensee is taken there and removed at their own risk and the Licensor shall not be responsible for any loss due to damage from fire, theft, windstorm, breakage, or from any cause whatsoever, nor for failure upon its part of this License Agreement should officers of the law seize, stop or prevent Licensee from operating under this license.

ARTICLE 21.0 - INDEMNITY AND RELEASE

21.1      The Licensee hereby releases the Licensor and the City of Calgary and their respective directors, officers, shareholders, partners, employees, counsellors and agents (collectively, the "Releasees") from any and all liability for loss or claim, including all resulting consequential and indirect losses, as a result of loss, damage or injury to the property of the Licensee, its exhibitors, contractors, sub-contractors, employees, agents, representatives, patrons, guests and other invitees and those for whom in law the forgoing are responsible and whether or not such loss or claim may have arisen out of the negligence or wilful misconduct of the Releasees or those for whom the Releasees are in law responsible and the Licensee agrees to indemnify and hold harmless the Licensor and its directors, officers, shareholders, partners, employees and agents from any loss, cost, damage, expense, suit, action, and demand relating to such claim or loss, excluding all resulting consequential and indirect losses.

21.2      The Licensee hereby agrees to indemnify the Licensor for any fees, costs and expenses as may be incurred by the Licensor in enforcing its rights in this Agreement, including without limitation any solicitor fees on a solicitor-client basis.

ARTICLE 22.0 - DEFAULT AND REMEDIES

22.1      Any of the following constitutes an event of default (each an "Event of Default") under this Agreement:

A)           The Fee or the Deposit is not paid when due;

B)           The Licensee has breached any of its obligations under this Agreement, and such breach is incapable of being remedied prior to the Commencement Time;

C)           This Agreement is seized, taken or exigible in execution or attachment or if a writ of execution or enforcement is issued against the Licensee and such writ is not stayed or vacated within ten (10) business days;

D)           The Licensee becomes insolvent or commits an act of bankruptcy or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal, assignment or compromise or arrangement with its creditors or if a receiver is appointed for all or part of business, property, affairs or revenues of the Licensee; or

E)           The Licensee purports to assign, sub-license or otherwise dispose of its rights under the Agreement other than in compliance with the provisions of this Agreement.

22.2      If and whenever an Event of Default occurs, the Licensor shall have the following rights and remedies, exercisable immediately without further notice:

A)           The Licensor may prohibit and prevent the Licensee and its directors its exhibitors, contractors, sub-contractors, employees, agents, representatives, patrons and guests and other invitees from entering upon the Premises or implement any other the rights granted by the Agreement;

B)           The Licensor may, in its sole discretion, terminate this Agreement and the Licensee shall not thereafter have any rights to the use or occupation of the Premises;

C)           The Licensor may, at its sole discretion, have the right to retain all or a portion of the monies paid to it by the Licensee and apply the said monies as a credit against its actual costs and expenses and any damages which it may have suffered or incurred as a result of the granting of the license or the revocation or variation thereof. Any surplus monies remaining shall be returned to the Licensee after such deductions have been determined and retained; and

D)           The Licensee shall pay to the Licensor upon demand interest on any outstanding sums payable pursuant to his Agreement at an interest rate of twenty four percent (24%) per annum, calculated and compounded monthly, from the due date for such payment until fully paid and satisfied.

22.3      The Licensor shall be at liberty to remove and dispose of any and all goods, chattels, equipment and other materials brought onto the Premises by the Licensee which remain on the Premises as at the End Time as it sees fit and the Licensor shall not be accountable to the Licensee, provided that the Licensor may sell the same by private sale or public auction and account to the Licensee for the proceeds thereof, subject to the prior deduction from such proceeds of:

A)           the cost to the Licensor of removing, storing and selling same; and

B)           any and all further financial obligations remaining due and owing to the Licensor by the Licensee.

22.4      No reference to or exercise of any specific right or remedy by the Licensor shall prejudice or preclude the Licensor from exercising or invoking any other remedy, whether allowed under this Agreement or generally at law or in equity, and the express provisions of this Agreement as to certain rights and remedies are not to be interpreted as excluding any other or additional rights and remedies available to the Licensor generally at law or in equity.

ARTICLE 23.0 - DEMOLITION

23.1      The Licensee acknowledges and agrees that the Licensor has reserved the right, notwithstanding anything in this Agreement, to cancel all rights of the Licensee in the event the Licensor wishes to renovate or redevelop all or any portion of the Premises by giving to the Licensee written notice of such cancellation.

ARTICLE 24.0 - PARKING

24.1      The Licensor retains the exclusive rights to charge for parking space on Stampede Park and to retain all revenue therefrom. The Licensee acknowledges and agrees that Stampede Park is a multi-use facility and parking is on a first-come, first-served basis, the Licensee will not be given any reserved parking

24.2      The overnight parking of motorhomes and campers is prohibited unless expressly permitted by the Licensor in writing. Any motorhomes or campers parked by the Licensee shall be charged a parking fee based on the amount of space occupied on a per day basis and all such payments shall be paid in advance by the Licensee.

ARTICLE 25.0 - FORCE MAJEURE

25.1      The Licensor shall have the right to revoke or vary the License Agreement in the event of either a strike, lockout or any other labour dispute or widespread illness among staff or others, which events directly or indirectly involve the Licensor or the Licensee and which events, in the reasonable judgment of the Licensor, may adversely affect the Licensor or any of its activities.

25.2      In case the Premises or any designated areas therein shall be destroyed or damaged by fire or any other cause or through an act of God, terrorism, government authority, flooding, insurrection, or any unforeseen occurrence or if any casualty shall render the fulfillment of this Agreement by the Licensor impossible, then and thereupon this Agreement shall terminate and the Licensee shall pay rental for the designated areas only up to the time of such termination at the rates herein specified.

ARTICLE 26.0 - NOTICE

26.1      Any notice, approval or communication given or required to be given to a party hereunder shall be in writing and shall be delivered to Licensee at the address provided therefor above, and for the Licensor, as follows:

Calgary Stampede Foundation

P.O. Box 1060

Calgary, Alberta, Canada

T2P 2K8

Email: RSiddall@CalgaryStampede.com

Attention: Rory Siddall, Coordinator, Youth Campus Operations

26.2      Each party shall have the right from time to time to change its mailing address, email address or fax number by written notice delivered to the other party at least three (3) business days before the effective date of such change. With respect to any notice, approval or communication so delivered, such notice, approval or communication shall be deemed to have been validly and effectively given and received on the date of receipt of such notice, approval or communication at the office address specified above. Any notice, approval or communication sent by facsimile or email after 4:00PM Mountain Time shall be deemed to have been validly and effectively given and received on the next business day following the date of the sending of such notice, approval or communication.

ARTICLE 27.0 - ENVIRONMENTAL

27.1      In this Article 28, the following words and phrases when capitalized shall have the following meanings:

A)           “Contaminants" means any radioactive or asbestos materials, urea formaldehyde, hydrocarbons, pollutants, deleterious, poisonous, noxious, dangerous, hazardous, corrosive or toxic substances or goods, special waste or waste of any kind, or any other substance which is hazardous to persons, animals, plants and which affects the Environment or in respect of which the storage, manufacture, disposal, treatment, generation, use, transport, remediation, or Release into the Environment is now or hereafter prohibited, controlled, or regulated under Environmental Laws and "substance" includes any sound, vibration, heat, radiation or other form of energy;

B)           "Environment" means the components of the earth and includes:

(i)       air, land and water;

(ii)      (all layers of the atmosphere;

(iii)     all organic and inorganic matter and living organisms; and

(iv)     the interacting natural systems that include components referred to in subsections (i), (ii) and (iii) above;

C)           "Environmental Laws" means any and all laws and other standards, guidelines, policies and requirements having the force of law of any government authority having jurisdiction over the Premises or Licensee, now or hereafter in force relating in any way to the Environment, health, occupational health and safety or the manufacture, use, transportation, storage and disposal of Contaminants, including the related principles of common law and equity;

D)           "Release" means to release, spill, leak, spray, abandon, deposit, seep, throw, place, exhaust, pump, pour, emit, empty, discharge, inject, escape, leach, migrate, dispose of or dump;

27.2      The Licensee shall not Release, cause the Release or permit to be Released on, over or under the Premises, any Contaminants. If any Contaminants are Released on, over or under the Premises, the Licensee shall, as soon as it becomes aware of such Release, remove and remediate such Contaminants, at its sole cost and expense, in accordance and in compliance with all Environmental Laws as set out by the applicable government authority and notify the Licensor forthwith of the Release and the remediation, as applicable including providing professional reports confirming the remediation. The Licensee's obligation to remove and remediate Contaminants shall survive the expiry or early termination of this Agreement. If, after the expiry or early termination of this Agreement, the performance of those obligations by the Licensee requires access to the Premises, the Licensee shall have such access and entry at such time and upon such terms and conditions as the Licensor may, from time to time, specify, acting reasonably.

27.3      In addition to any other indemnities provided for in this Agreement, the Licensee shall be liable for, and shall indemnify, defend and hold the Licensor harmless from any and all liabilities, damages, costs (including solicitor costs on a solicitor-client basis), claims, suits or actions caused by or resulting from the existence of any Contaminants on, in or near the Premises which existence was caused by or resulted from the activities of the Licensee or its contractors or their employees, servants, agents, representative, guests or invitees. Any obligation of the Licensee to indemnify the Licensor hereunder shall survive the expiry or early termination of this Agreement.

ARTICLE 28.0 - GENERAL

28.1      Anything which in the Agreement is made conditional upon the prior permission of the Licensor written or otherwise, shall not be undertaken until that permission is first had and received. The Licensor may exercise absolute discretion in granting or withholding such permission except as otherwise provided herein and may require the Licensee to apply for such permission or consent using such form as may be prescribed by the Licensor.

28.2      No failure on the Licensor in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any further exercise thereof or the exercise of any other right or remedy in law, or by statute, equity or otherwise. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise provided herein.

28.3      If any term, covenant or condition of this Agreement or the application thereof to any person or circumstances shall, to any extent be invalid, or unenforceable, the remainder of this Agreement or application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant or condition of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law.

28.4      The Licensee shall not assign this Agreement or any of the benefits provided herein or part with possession of the Premises during the Term either in whole or in part without the express written consent of the Licensor, which consent may be granted or withheld in the sole discretion of the Licensor, and any such disposition or attempt thereat shall be null and void.

28.5      The License Agreement shall be governed by and construed in accordance with the laws of Alberta and the Licensee hereby agrees to be bound by and attorns to the jurisdictions of the courts of the Province of Alberta.

28.6      Time shall in every respect be of the essence of this Agreement.

28.7      The relationship between the Licensor and the Licensee constituted by the Agreement is solely that of an operator and a party licensed for temporary use of the Premises and the same shall not constitute the Licensee as a tenant, agent, servant, employee or representative of the Licensor nor shall the same constitute the Licensee as a partner of or joint venturer with the Licensor.

28.8      This Agreement shall enure to the benefit of and be binding upon the Licensor and the Licensee and its heirs, executors, administrators and successors, and the assigns of the Licensee as approved by the Licensor, and shall not be varied or waived except by written agreement, executed and delivered by and between the parties hereto. The Licensee hereby acknowledges having read all pages of this License Agreement and agrees to be bound by all covenants, agreements, terms and conditions on this page of the Agreement.

28.9      This Agreement may be signed in any number of counterparts, electronic or otherwise, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto.