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Purchase Agreement

Event Suite Rental Terms and Conditions

Last Updated: December 11, 2025

  1. Admission Procedures. Licensee’s right of access to the Suite shall be solely by presentation of Suite Tickets for the Events, which shall be delivered to Licensee prior to each Event. Access to the Suite Tickets and Suite benefits will require Suiteholder and Suiteholder’s guests and invitees to have a valid Intuit Dome account (“Account”). Licensee may purchase Suite Tickets for access to the Suite for such additional persons as LAC elects to make available for any Event, at prices to be determined by LAC in its sole discretion.
  2. Access by LAC. LAC and its officers, agents, employees, concessionaires, contractors, licensees, and representatives shall be entitled to have access to the Suite on such occasions and to such extent as LAC, in its discretion, shall deem necessary or appropriate for the proper performance of the duties and obligations required or contemplated to be performed by LAC hereunder, for any and all purposes related to such performance by LAC, or to investigate any suspected violations of these Standard Terms, the Agreement, or any applicable law, ordinance, rule, regulation or government order. For such purposes, Licensee shall not restrict or impede the rights of access to the Suite reserved hereby.
  3. LAC shall be responsible for (a) repair and remedial maintenance of the Suite resulting from ordinary wear-and-tear; (b) cleaning service after each use of the Suite; and (c) furnishing all utilities for the Suite, including water, heat, air conditioning and electricity, all of which shall be selected by LAC in its sole discretion.
  4. Licensee’s Obligations. Licensee shall be responsible for the following: (a) utilization of the Suite and its furnishings in such a manner that, at the end of the Term, or upon earlier termination, the Suite shall be in good order and repair, ordinary wear-and-tear excepted; (b) compliance with any and all applicable governmental laws, orders, rules and regulations; (c) compliance with all rules and regulations adopted by LAC from time to time relating to use of the Suite (including procedures for the admission of guests or invitees, distribution of Suite Tickets and other normal operations relating to Licensee’s use of the Suite); (d) ensuring that Licensee and Licensee’s guests or invitees maintain proper decorum so as not to interfere with LAC’s business or the enjoyment of the Events by, and the safety of, all other persons in the Arena; (e) refraining from making any improvements, alterations or additions to the Suite (including refraining from displaying any artwork, picture hangings, wall coverings, signs, notices, advertisements or other visible items in or around the Suite) or to the fixtures, equipment, furnishings or anything else provided by LAC contained within the Suite (or removing any of the foregoing), without first obtaining the written permission of LAC; (f) ensuring that (i) no person under the age of eighteen (18) is permitted to use the Suite unless accompanied and supervised by a parent or guardian and (ii) no person under the age of twenty-one (21) or the legally-permitted drinking age in effect from time to time consumes alcoholic beverages in the Suite; (g) ensuring that neither Licensee nor any of Licensee’s guests or invitees records, captures, encodes, streams, rebroadcasts, or transmits any Event or any portion thereof; and (h) promptly reimbursing LAC for all costs of repair of any damage to the Suite or its contents caused by Licensee or Licensee’s guests or invitees.
  5. Code of Conduct. Licensee acknowledges that it is responsible for the behavior of anyone using its Suite Tickets. Accordingly, Licensee shall not, nor shall it permit its guests, invitees, or anyone using its tickets to violate any Arena policy (including without limitation the NBA Code of Conduct) or otherwise behave in an unruly or disruptive manner in the Suite or otherwise at the Arena, including, without limitation, aggressive or foul language, intoxication, or physical or verbal abuse of Arena and/or concessionaire employees, other fans/patrons, entertainers, game officials, players, or coaches either during, before, or after a game/event (such requirements, the “Code of Conduct”). LAC reserves the right, in its sole discretion, to remove any Licensee, or Licensee guest or invitee engaging in such unruly or disruptive manner from the Arena. Breach of this Section by Licensee, its guest or invitees shall constitute an Event of Default.
  6. Events of Default; Termination.
    1. Each of the following shall constitute an “Event of Default” by Licensee under these Standard Terms and Agreement: (i) failure to pay any installment of the License Fee or other sum required to be paid by Licensee hereunder when due and payable and such failure continues for a period of ten (10) days following a notice thereof to Licensee; (ii) a breach by Licensee or its guests or invitees of any of the provisions of the Code of Conduct referenced in these Standard Terms; (iii) a breach by Licensee of any provision related to assignment, sublicensing, or public sale of tickets; (iv) damage to the Suite; (v) Licensee’s attempted assignment for the benefit of creditors; an adjudication that Licensee is bankrupt, insolvent or unable to pay its debts as they mature; the filing by or against Licensee of a petition to have Licensee adjudged bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy unless, in the case of a petition filed against the Licensee, the case is dismissed within sixty (60) days after the filing thereof; the appointment of a trustee or receiver to take possession of substantially all of Licensee's assets or Licensees 's interests in this Agreement; or an attachment, execution or levy against substantially all of Licensees interest in this Agreement; or (vi) Licensee defaults in the performance of any other covenant or obligation set forth in these Standard Terms or the Agreement, which default continues for a period of thirty (30) days following a notice thereof to Licensee. Upon the occurrence of an Event of Default by Licensee and failure to cure as provided above, then LAC may terminate this Agreement upon notice to Licensee and recover any damages to which it is entitled.
    2. In the event that the Event of Default is Licensee’s failure to timely remit payment of the License Fee after the expiration of applicable notice periods, in lieu of terminating this Agreement, LAC shall have the option, at its discretion, of (i) declaring the License Fee due and payable to LAC (the “Default Payment”) and (ii) suspending the performance of its obligations hereunder until the Default Payment is received.
    3. If LAC terminates this Agreement due to Licensee’s uncured breach (including, but not limited to, any failure to cure an Event of Default), it will not be required to mitigate damages or take any other action to reduce or collect the amount of any payment provided for under the terms of this Agreement by seeking an alternative licensee or otherwise and no amounts due to LAC as a result of a termination of this Agreement due to Licensee’s uncured breach will be reduced or offset by any other payments made to LAC by another licensee.
    4. In the event that the Event of Default is Licensee or its guest or invitees’ violate the Code of Conduct referenced herein, LAC reserves the right, in its sole discretion, to immediately (1) revoke, suspend, or terminate the Agreement and Licensee’s privileges (including refusal by LAC to honor any Suite Tickets and refuse to issue any Suite Tickets for upcoming games/events); and (2) receive the Default Payment. LAC shall have no duty to mitigate any damages incurred as a result of Licensee’s breach. Moreover, following any such revocation, suspension, or termination of the Agreement, LAC may, at its sole discretion, reassign the Suite rights without further obligation to Licensee.
    5. If Licensee fails to pay the License Fee or any other charges when the same is due and payable, such unpaid amount will bear interest from the due date thereof to the date of payment at eighteen percent (18%) per annum or the maximum amount allowed by law, whichever is lower.
    6. In case suit is brought or an attorney is retained by LAC to collect the License Fee (or any other amount due LAC) or as a result of any breach of any other covenant or representation of Licensee, Licensee will pay LAC all expenses incurred in connection therewith, including reasonable attorneys’ fees.
    7. Each and every remedy set forth in these Standard Terms and in the Agreement are deemed to be cumulative and in addition to any other right or remedy at law or in equity. The exercise by LAC of any remedy herein will not be deemed exclusive or to preclude the use by LAC of any other remedy set forth herein or any remedy at law or in equity.
  7. Assignment. Licensee shall neither voluntarily nor involuntarily sell, assign, hypothecate or in any manner transfer, sublicense, share or assign the Suite or any of Licensee’s rights or interest arising under this Agreement without the prior written consent of LAC, and any such purported sale, assignment, transfer or other proscribed transaction shall be deemed void ab initio.
  8. Disclaimer of Liability;
    1. None of LAC or Murphy’s Bowl LLC, their parent and affiliated entities and their respective directors, managers, members, officers, employees, servants and agents (collectively, “LAC Parties”) nor any Arena manager, vendor or concessionaire designated by LAC (collectively, “Arena Vendors”) or any of their respective affiliates, directors, officers, partners, owners, members, employees, and agents (such persons, together with LAC Parties and Arena Vendors, the “Released Parties”), will be liable or responsible for any loss, damage, or injury to any person or to any property of Licensee or Licensee’s guests and invitees in, around or upon the Arena or any Arena parking areas, or in connection with this Agreement, resulting from any cause whatsoever, including, but not limited to, theft and vandalism, unless due to, and only to the extent of, the gross negligence or the willful misconduct of one of the Released Parties and then only the Released Parties who have committed such gross negligence or willful misconduct will be liable.
    2. In consideration for being permitted to attend events at the Arena permitted herein, Licensee, on behalf of itself, its guest(s) and invitees and on behalf of all respective heirs, successors and assigns of Licensee, Licensees guest(s) and invitees, in their individual and corporate capacities (collectively “Releasor Entities”), hereby forever release, waive, hold harmless, and discharge Murphy’s Bowl LLC, LA Clippers LLC, the NBA, each of the other member teams of the NBA, and each of their respective subsidiaries or affiliated entities, including any entity which, now or in the future, controls, is controlled by, or is under common control with the NBA or any of its member teams, any Arena manager, vendor or concessionaire designated by LAC (“Arena Vendors”), and each of the foregoing’s respective franchisees, sponsors, tenants, licensees, landlords, subsidiaries, parents, heirs, successors, owners, members, officers, managers, directors, representatives, employees, agents, affiliates, designees, licensees, and assigns thereof (“Released Parties”), from and against any and all losses, injuries (including personal and/or property injuries, disabilities, deaths, or illnesses), damages, claims, expenses judgments, executions, demands, actions or causes of action, or any other liabilities, either at law or in equity, whether known or unknown, asserted or unasserted, suspected or unsuspected which any Releasor Entity has or ever had or may in the future have against any of the Released Parties arising out of, relating to, or in connection with the Agreement, the Standard Terms, or use of the Suite or the Arena (“Released Claims”), even if the Released Claims that are released by this release arise out of the ordinary negligence or carelessness, whether active or passive, of any of the Released Parties, or from any hidden, latent or obvious defects in any of the facilities used. Licensee recognizes and agrees that this release and waiver of liability is a full, general and final release and waiver of all Released Claims. The provisions of this Section will survive any expiration or termination of this Agreement.
    3. Notwithstanding anything to the contrary contained herein, Licensee hereby waives any liability of the Released Parties regarding consumption of alcoholic beverages in the Suite, the Arena, or the related parking areas by the Licensee or Licensee’s guests or invitees. No Released Party shall be liable or responsible for any loss of or damage to property of Licensee or any of Licensee’s guests or invitees or for any injury to Licensee or any of Licensee’s guests or invitees.
  9. IN ADDITION, LICENSEE AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE RELEASED PARTIES, FROM AND AGAINST ANY LIABILITY, LOSSES, CLAIMS, DEMANDS, SUITS, JUDGMENTS, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES OF COUNSEL SELECTED BY THE RELEASED PARTIES AND LITIGATION EXPENSES, ARISING OUT OF OR IN ANY WAY RELATED TO ANY PERSONAL INJURY OR PROPERTY DAMAGE OCCURRING IN, AROUND OR UPON THE ARENA AND ANY ARENA PARKING AREAS: (I) ARISING FROM OR RELATING TO LICENSEE’S OR LICENSEE’S GUEST’S OR INVITEE’S USE OF THE SUITE, OTHER ARENA AREAS OR ANY PARKING AREAS, REGARDLESS OF WHETHER SUCH PERSONAL INJURY OR PROPERTY DAMAGE WAS CAUSED BY OR RESULTS FROM, IN WHOLE OR IN PART, THE NEGLIGENCE OR OTHER FAULT OF ANY RELEASED PARTIES, WHETHER SOLE, JOINT, ACTIVE OR PASSIVE, EXCEPTING FROM THIS INDEMNITY ONLY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE AND EXCEPTING ONLY AS TO SUCH INDEMNITEE, OR (II) DUE TO ANY CONTRAVENTION BY LICENSEE OR LICENSEE’S GUESTS OR INVITEES OF THE PROVISIONS OF THIS AGREEMENT OR OF ANY APPLICABLE LAWS, RULES, REGULATIONS OR ORDERS. ALL RELEASED PARTIES ARE DEEMED TO BE THIRD PARTY BENEFICIARIES TO THESE INDEMNIFICATION PROVISIONS AND ARE ENTITLED TO ENFORCE THESE PROVISIONS AGAINST LICENSEE. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
  10. Limitation of Liability. EXCLUDING THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LAC, TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAC WILL NOT BE LIABLE TO LICENSEE UNDER ANY CIRCUMSTANCES FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF REVENUE OR PROFIT FROM THIRD-PARTIES, IN CONNECTION WITH THE PERFORMANCE OR FAILURE TO PERFORM THIS AGREEMENT REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM BREACH OF CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY.
  11. No Resale or Promotional Use of Suite Tickets. Neither Licensee nor any individual or entity to whom Licensee distributes any Suite Tickets shall sell or offer to sell such Suite Tickets for any Event or advertise or use such Suite Tickets for sweepstakes or any other promotional, commercial or trade purposes whatsoever. Any such sale or use of Suite Tickets to an Event, including by any of Licensee’s guests or invitees shall be deemed to be an Event of Default under this Agreement and shall subject Licensee to termination of the Agreement with no refund of the Fee. Notwithstanding anything to the contrary contained herein, Licensee shall be fully liable to LAC for all actions, inactions, damages, liabilities and claims arising out of any actual or attempted sale or transfer of any Suite Tickets and any use of the Suite by any third party in connection therewith.
  12. Unavailability of Suite; Abatement.
    1. Unavailability. If the Event is cancelled (and not rescheduled) by the promoter or LAC for any reason (other than due to (1) destruction, damage, or repairs caused by Licensee or Licensee’s guests and invitees, or (2) a Force Majeure Event (as hereinafter defined)), then Licensee shall have the option (x) to apply the License Fee towards the use of a suite for another event occurring at the Arena during the Term based on availability, or (y) to receive a full refund of the License Fee.
    2. Abatement. If the Event is rescheduled to a later date by the promoter or LAC for any reason (other than due to (1) destruction, damage, or repairs caused by Licensee or Licensee’s guests and invitees or (2) a Force Majeure Event (as hereinafter defined)), then Licensee shall have the option to (x) keep Licensee’s reservation for the Event on such rescheduled date (and the Term shall be extended to cover such Event as set forth herein); (y) apply the License Fee toward the use of a suite for another event occurring at the Arena during the Term based upon availability; or (z) receive a full refund of the License Fee, provided that Licensee delivers written notice to LAC of its choice of the foregoing within fourteen (14) days of the announcement of the Event cancellation with an intent to reschedule; and if notice is not received in a timely manner, Licensee shall receive a credit pursuant to the foregoing clause (y).
      1. Licensee acknowledges that its sole and exclusive remedy in the case of 11(a)-(b) will be as provided in this Section. For clarification, other than as expressly set forth above in this Agreement, nothing contained in this Section will limit or otherwise affect Licensee’s obligation to pay to LAC the Fee and any and all other payments due under the Agreement for such year.
      2. Notwithstanding the foregoing, LAC shall have no obligation to provide a credit or refund if (i) LAC makes a reasonably comparable suite and/or seating location available to Licensee, or (ii) the Suite is rendered unusable due to the fault or negligence of Licensee or its guests or invitees. Licensee acknowledges that the Arena may be improved, altered, restored, expanded, or enlarged. LAC may, in the course of improvements, alterations, restorations, expansions or enlargements to Arena, relocate Licensee to a comparable Suite.
  13. Force Majeure. LAC shall have no obligation or liability to Licensee if, directly or indirectly due to a Force Majeure Event (as hereinafter defined), (a) LAC is unable to perform, is precluded from performing, delayed in performing, or reasonably believes that it cannot safely or adequately perform, any of its obligations under this Agreement, in whole or in part, or (b) it is commercially impracticable for LAC to perform any of its obligations under this Agreement, in whole or in part (each of the foregoing, an “Impacted Performance”). “Force Majeure Event” shall mean the occurrence of any of the following events, circumstances or conditions, whether foreseeable or unforeseeable: strike, lockout or other labor dispute (including any such dispute involving the NBA); war or war-like action (whether actual or threatened and whether conventional or other, including, but not limited to, chemical or biological war or war-like action); sabotage, terrorism or threat of sabotage or terrorism; riot or other civil commotion; explosion or other casualty; energy blackouts, brownouts or other degradation or interruption of critical services; famine, outbreak, contagion, pandemic or epidemic; act of God; structural or infrastructure failure or damage; weather or natural disaster, including, but not limited to, fire, flood, drought, hurricane, lightning, tornado, storm or earthquake; national emergency; any order, action or recommendation of public authority (including, without limitation, travel restrictions and/or quarantines); and any other event, circumstance or condition beyond the control of LAC. The parties expressly agree that a Force Majeure Event need not be the sole cause of any Impacted Performance in order for this provision to apply
  14. Confidentiality. The terms of this Agreement shall be deemed “Confidential Information,” and shall not be disclosed by either party to any third party, except to a party’s employees on a “need-to-know” basis or to the extent required by legal, accounting or regulatory requirements beyond the reasonable control of the disclosing party. If the receiving party is required or requested by law, regulation, legal process, court order, subpoena, governmental agency, or regulatory body to disclose Confidential Information (a “Lawful Order”), the receiving party will provide the disclosing party with notice of the Lawful Order in order for the disclosing party to have a reasonable opportunity to oppose release of the Confidential Information prior to releasing any such Confidential Information pursuant to such Lawful Order. If any disclosure is finally directed by Lawful Order, the receiving party shall disclose only so much of the Confidential Information as is necessary to meet the requirements thereof.
  15. Representations and Warranties. Licensee hereby represents and covenants to LAC that: (a) Licensee has not entered into, nor will it enter into, any agreements or arrangements by which Licensee and any other party or parties share the costs attributable to the Suite in consideration for the use of the Suite during the Term; (b) Licensee shall comply with all applicable laws in exercising any rights and/or carrying out its obligations hereunder; (c) Licensee has the full right and legal authority to enter into and fully perform its obligations under this Agreement in accordance with its terms; (d) this Agreement, when executed and delivered by Licensee, will be Licensee’s valid, legal and binding obligation, enforceable against Licensee in accordance with its terms; (e) the execution and delivery of this Agreement by Licensee and the performance by Licensee of its obligations hereunder have been duly authorized by all necessary persons, parties or entities; and (f) each of the individual(s) executing this Agreement on behalf of Licensee is duly authorized to do so. Neither LAC nor any of LAC’s agents has made any oral or written representations or warranties with respect to the condition, suitability or fitness of the Suite other than as may be specifically set forth in this Agreement. The parties make no representations or warranties other than the express warranties stated in this Agreement.
  16. Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the internal law of the State of California, without regard to its conflict of law provisions. The parties agree that any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, or otherwise shall be decided by arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures currently in effect and in accordance with Title 9 of the United States Code, unless the parties expressly agree otherwise in writing. The arbitration will be initiated, seated, and conducted in Los Angeles, California. Any arbitration may be initiated by a written demand to the other party. The arbitrator’s decision shall be final, binding, and conclusive. The parties expressly waive any entitlement to have such controversies decided by a court or jury. If any action is brought to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the other party, in addition to any other relief to which the prevailing party may be entitled. A party is considered a “prevailing party” under this Agreement only where the arbitrator grants the relief requested by such party and grants no substantive relief sought by the other party. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
      1. This Agreement (i) sets forth the entire understanding of the parties relating to the subject matter hereof, (ii) supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof and (iii) shall not be amended, nor may any of its terms be modified or waived, except by a writing executed by the party to be charged. All rights and remedies hereunder shall be cumulative so that no such right or remedy shall be in limitation or derogation of any other such right or remedy. Any consent, approval or permission required of LAC hereunder shall be given or withheld in the sole discretion of LAC.
      2. This Agreement will at all times be subject to the rules and regulations of the NBA and the Arena, as may be amended from time to time.
      3. Licensee shall be deemed to be an independent contractor and shall not be deemed to be LAC’s tenant, employee, or agent.
      4. Each of Section 16(a) and Licensee’s obligations pursuant to Sections 4, 5, 6, 7, 8 and 13 of these Standard Terms shall survive the expiration or earlier termination of this Agreement and shall remain in full force and effect.
      5. All notices, requests, claims, demands and other communications must be in writing and shall be deemed given to: (i) Licensee, if given by electronic mail, personal delivery or by reputable overnight carrier, at the address set forth above; and (ii) LAC, if given by electronic mail, personal delivery or reputable overnight carrier, to the address set forth above. Notice shall be deemed duly given on the date of delivery to the appropriate party.