PARKING LICENSE AGREEMENT DRAFTING PROMPT

You are an experienced commercial real estate attorney tasked with drafting a comprehensive Parking License Agreement. This transactional document establishes a license (not a lease or bailment) for the use of parking spaces in connection with a commercial office tenancy. Your draft must be precise, legally sound, and protect the licensor's interests while providing clear terms for the licensee.

DOCUMENT HEADER AND PARTIES

Draft a professional document header that clearly identifies this as a "PARKING LICENSE AGREEMENT" in capital letters, centered at the top of the page. Below the title, create an introductory paragraph that establishes the effective date of the agreement and identifies both parties with complete legal precision. Include the full legal name of the licensor (the building owner or parking facility operator), their organizational form (corporation, LLC, partnership, etc.), and principal place of business. Similarly, identify the licensee (the tenant or parking space user) with their complete legal name, organizational form if applicable, and address. The introductory language should use formal recital language such as "This Parking License Agreement ('Agreement') is entered into as of [DATE], by and between [LICENSOR FULL LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] ('Licensor'), and [LICENSEE FULL LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] ('Licensee')." Include a brief recital section explaining that Licensor owns or operates a parking facility and Licensee desires to obtain parking privileges in connection with their office lease.

GRANT OF LICENSE AND LEGAL CHARACTERIZATION

Draft a comprehensive grant of license provision that precisely describes the parking rights being conveyed while clearly establishing that this is a revocable license and not a lease, easement, or other property interest. Specify the exact number of parking spaces being licensed, whether they are reserved (numbered/assigned) or unreserved (first-come, first-served), and the complete address and specific location of the parking facility. Include detailed language describing any restrictions on the location of spaces within the facility, such as "in the underground garage levels" or "in the surface lot on the north side of the building." The provision must explicitly state that this Agreement creates only a license to use parking spaces and does not grant any possessory interest, leasehold estate, or property right in the parking facility. Include strong disclaimer language establishing that this is not a bailment relationship and that Licensor assumes no responsibility as a bailee for the care, custody, or control of any vehicles or their contents. State clearly that Licensor shall have no liability for any theft, damage, vandalism, or loss to vehicles or personal property, whether caused by other users, third parties, or any cause whatsoever, except for damage directly caused by Licensor's gross negligence or willful misconduct.

TERM AND RELATIONSHIP TO UNDERLYING LEASE

Establish the term of the parking license with precision, including the commencement date and the termination provisions. Draft language that ties the parking license term to the underlying office lease or other primary tenancy, stating that the license shall commence on the same date as the office lease and shall be co-terminous with such lease, automatically terminating upon expiration or earlier termination of the office lease for any reason. Include provisions addressing what happens if the office lease is renewed, extended, or amended, ensuring that the parking license continues only if both parties agree to new terms and pricing. Specify that the parking license may not extend beyond the term of the office lease under any circumstances, and that if the office lease terminates early due to default, casualty, condemnation, or mutual agreement, this parking license shall simultaneously terminate without any separate notice requirement. Address the licensee's obligations upon termination, including immediate cessation of parking facility use and removal of all vehicles.

PARKING FEES AND PAYMENT TERMS

Draft detailed payment provisions that specify the monthly parking fee per space, the total monthly payment obligation, the due date for payments (typically the first day of each month), and the method of payment. State the exact dollar amount per space per month, such as "Licensee shall pay Licensor a monthly parking fee of [DOLLAR AMOUNT] per parking space, for a total monthly payment of [TOTAL AMOUNT] for [NUMBER] spaces." Include provisions addressing how payments should be made (check, wire transfer, ACH, or as specified by Licensor), where payments should be sent, and whether payments should be made separately from office rent or included in a single payment. Address late payment consequences, including late fees (such as a specific dollar amount or percentage of the monthly fee), interest on overdue amounts (at a specified rate not exceeding applicable usury limits), and the right to terminate the license for non-payment. Include language regarding annual or periodic adjustments to the parking fee, either tied to the Consumer Price Index, a fixed percentage increase, or Licensor's right to adjust fees upon specified notice (such as 30 or 60 days). Clarify whether parking fees are subject to sales tax, use tax, or other governmental charges, and which party bears responsibility for such taxes.

PERMITTED USE AND RESTRICTIONS

Create a comprehensive use provision that clearly defines how the parking spaces may be used and what activities are prohibited. State that the parking spaces shall be used solely for parking standard passenger automobiles, light trucks, or SUVs belonging to Licensee's employees, officers, directors, or authorized visitors, and that no commercial vehicles, trucks exceeding a certain size, recreational vehicles, boats, trailers, or inoperable vehicles may be parked in the spaces. Prohibit any use of the parking spaces for vehicle repair, maintenance, washing, or commercial activities. Include restrictions against overnight parking if applicable, or specify permitted hours of use if the facility has time limitations. Address whether the Licensee may allow clients, customers, or visitors to use the spaces, and under what conditions. Prohibit any subleasing, assignment, or transfer of parking rights to third parties not affiliated with Licensee's business operations. Include language requiring that all vehicles be properly registered, insured, and in operable condition, and that Licensee shall be responsible for ensuring all users of the parking spaces comply with all terms of this Agreement.

RULES, REGULATIONS, AND FACILITY OPERATIONS

Draft provisions requiring compliance with all parking facility rules and regulations, both current and as amended from time to time by Licensor in its sole discretion. State that Licensor reserves the right to adopt, modify, and enforce reasonable rules and regulations governing the use, operation, and management of the parking facility, including but not limited to traffic flow patterns, speed limits, designated parking areas, security procedures, and hours of operation. Include language giving Licensor the right to temporarily close all or portions of the parking facility for maintenance, repairs, special events, emergencies, or other reasons without liability to Licensee, provided that Licensor uses reasonable efforts to minimize disruption and provide alternative parking when feasible. Address Licensor's rights to reconfigure the parking facility, change the location of unreserved spaces, implement new parking management systems (such as gate access, validation systems, or parking apps), and modify ingress and egress routes. Specify that Licensee shall be responsible for obtaining any parking permits, access cards, or validation devices required by Licensor's parking management system, and that Licensee shall be liable for any lost or unreturned access devices at Licensor's replacement cost.

LIABILITY, INDEMNIFICATION, AND INSURANCE

Create robust liability limitation and indemnification provisions that protect the Licensor from claims arising from the parking license. Reiterate that Licensor shall have no liability for any damage to or theft of vehicles or personal property in the parking facility, except for damage directly and proximately caused by Licensor's gross negligence or willful misconduct. Include a comprehensive indemnification provision requiring Licensee to indemnify, defend, and hold harmless Licensor, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to Licensee's use of the parking facility, the acts or omissions of Licensee's employees or authorized users, or any breach of this Agreement by Licensee. Require that Licensee maintain comprehensive general liability insurance with minimum limits of [DOLLAR AMOUNT] per occurrence and [DOLLAR AMOUNT] aggregate, and automobile liability insurance covering all vehicles using the parking spaces. Specify that Licensor must be named as an additional insured on Licensee's liability policy, and that Licensee must provide certificates of insurance evidencing such coverage prior to commencing use of the parking facility and annually thereafter. Include provisions requiring that Licensee's insurance be primary and non-contributory with respect to any insurance maintained by Licensor.

TERMINATION RIGHTS AND DEFAULT PROVISIONS

Draft comprehensive termination provisions that give Licensor broad rights to terminate the license while specifying the limited circumstances under which Licensee may terminate. State that Licensor may terminate this license immediately upon written notice if Licensee fails to pay any parking fee when due and such failure continues for more than [NUMBER] days after written notice, if Licensee breaches any other term or condition of this Agreement and fails to cure within [NUMBER] days after written notice, or if Licensee's underlying office lease is terminated for any reason. Include language giving Licensor the right to terminate without cause upon [NUMBER] days' prior written notice to Licensee, and specify whether Licensee has any reciprocal right to terminate without cause. Address the consequences of termination, including Licensee's obligation to immediately cease using the parking facility, remove all vehicles, return all access cards or devices, and pay all amounts due through the effective date of termination. Specify that no termination shall relieve Licensee of any obligations that accrued prior to termination, including indemnification obligations. Include provisions addressing Licensor's remedies for holdover use, such as the right to charge double the monthly parking fee on a daily pro-rated basis for each day Licensee continues to use the parking facility after termination, and the right to tow or remove vehicles at Licensee's expense.

ASSIGNMENT, SUBLETTING, AND TRANSFER RESTRICTIONS

Create strict provisions prohibiting assignment or transfer of the parking license without Licensor's consent. State explicitly that this license is personal to Licensee and may not be assigned, transferred, subleased, or otherwise conveyed to any third party without Licensor's prior written consent, which may be withheld in Licensor's sole and absolute discretion. Specify that any attempted assignment or transfer without consent shall be void and shall constitute a material breach of this Agreement giving Licensor the right to immediately terminate the license. Address whether the parking license may be transferred in connection with an assignment of the underlying office lease, and if so, under what conditions and subject to what approval requirements. Include language stating that no assignment, even if consented to by Licensor, shall relieve Licensee of any obligations under this Agreement unless Licensor expressly agrees in writing to release Licensee from such obligations. Clarify that Licensee remains fully liable for the acts and omissions of any permitted assignee or transferee.

GENERAL PROVISIONS AND MISCELLANEOUS TERMS

Draft standard miscellaneous provisions appropriate for a commercial parking license agreement. Include a provision stating that this Agreement constitutes the entire agreement between the parties regarding parking and supersedes all prior negotiations, understandings, and agreements, and that no modification or amendment shall be effective unless in writing and signed by both parties. Add a severability clause providing that if any provision is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Include a governing law provision specifying that the Agreement shall be governed by the laws of the state where the parking facility is located, without regard to conflicts of law principles. Add a provision stating that this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Include a notice provision specifying how notices must be delivered (personal delivery, certified mail, overnight courier, or email) and the addresses for each party. Add a waiver provision stating that no waiver of any breach shall constitute a waiver of any subsequent breach. Include a relationship of parties clause clarifying that this Agreement does not create any partnership, joint venture, or agency relationship. Add an attorneys' fees provision stating that the prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs.

SIGNATURE BLOCK

Create a professional signature block that provides space for authorized representatives of both parties to execute the Agreement. Format the signature block with separate sections for Licensor and Licensee, each containing signature lines, printed name lines, title lines, and date lines. For corporate or entity parties, include language such as "By: ___________________" followed by "Name: ___________________" and "Title: ___________________" to ensure that the individual signing has authority to bind the entity. Include a date line for each signature. Consider whether the Agreement requires witnesses or notarization based on local law requirements and the preferences of the parties. The signature block should appear at the end of the Agreement following all substantive provisions and should be formatted to appear on the same page as at least one substantive provision to avoid a signature page that stands alone without context.