Date [date] Parties 1 [name of Landlord] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Landlord) 2 [name of Tenant] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Tenant) 3 [[name of Tenant’s Guarantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at [address]] (Tenant’s Guarantor)] 4 [name of Undertenant] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Undertenant) 5 [[name of Undertenant’s Guarantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Undertenant’s Guarantor)] 1 Definitions In this Licence, the following definitions apply: [Costs • include any costs, losses, damages and liabilities, whether or not resulting from claims, demands, actions or proceedings;] Lease • the lease dated [date] made between (1) [the Landlord OR [name of original landlord]] [and] (2) [the Tenant OR [name of original tenant]] [and (3) [the Tenant’s Guarantor OR [name of original guarantor or any other third party]] ] (including any supplemental or collateral document); [Legislation • all legislation in force in the United Kingdom at any time during

Date [date] Parties 1 [name of Licensor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] (Licensor); 2 [name of Licensee] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Licensee). 1 Definitions In this Licence, the following definitions apply: Legislation • all legislation in force in the United Kingdom at any time during the Licence Period, including: (a) Acts of Parliament; (b) orders, regulations, consents, licences, notices and bye laws made or granted: (i) under any Act of Parliament; (ii) by a local authority or by a court of competent jurisdiction; (c) any approved codes of practice issued by a statutory body; Licence Fee • the [weekly OR monthly OR quarterly] sum of £[amount] plus any VAT payable; Licence Period • from [date] until [date] (unless terminated earlier under the provisions of this Licence); Licensee’s Property • the land [and buildings] known as [description] shown [edged OR coloured OR hatched] [colour] on the Plan [and registered at HM Land Registry with [title number [number]] OR (being [ [part OR the whole] of] the land comprised in a conveyance dated [date] made between (1) [name of

This Agreement is made on [insert date] (the Commencement Date) between the following parties (each a party and together the parties): Parties 1 [insert licensor name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the ‘Licensor’); and 2 [insert licensee name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the ‘Licensee’). Background (A) Licensor is the proprietor of the Photographic Works. (B) Licensor wishes to license the Photographic Works to Licensee and Licensee wishes to receive the same on the terms of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 Definitions In this Agreement: Affiliate • means any entity that directly or indirectly controls, is controlled by or is under common control with, another entity; Control • means that a person owns directly or indirectly more than 50% of the shares or securities of the other person representing the right to vote on all or substantially all matters including the election of directors and Controls and Controlled shall be interpreted

Trade sanctions are controls on the: • import, export, transfer, movement, making available and acquisition of goods and technology • provision and procurement of services related to goods and technology, and • provision and procurement of certain other non-financial services This Practice Note sets out information on exceptions and licences that permit activity that would otherwise be prohibited by trade sanctions. For more information on trade sanctions generally, see Practice Notes: Understanding the UK trade sanctions regime, Trade sanctions—offences, and The enforcement of trade sanctions breaches in the UK. This Practice Note relates to trade sanctions only. For information on licences and exemptions in financial sanctions, see Practice Note: Licences and exemptions in financial sanctions. For background on the UK’s domestic sanctions framework which is governed by the Sanctions and Anti-money Laundering Act 2018 (SAMLA 2018) and regulations made under it, see Practice Notes: The UK sanctions framework under SAMLA 2018 and International sanctions—an introductory guide. Regulations containing trade sanctions Various sanctions regulations made under SAMLA

The UK’s domestic sanctions framework is governed by the Sanctions and Anti-money Laundering Act 2018 (SAMLA 2018) and regulations made under it. For further information, see Practice Notes: The UK sanctions framework under SAMLA 2018 and International sanctions—an introductory guide. Licences to disapply financial sanctions prohibitions The Office of Financial Sanctions Implementation (OFSI), which is part of HM Treasury, can provide a licence (written authorisation) to disapply the financial sanctions prohibitions in relation to an activity which would otherwise be prohibited by financial sanctions. The power to grant licences is created by the individual sanctions regimes so lawyers advising on licences and exemptions must reference the specific sanctions regulations which apply in their case. Any person or body who wishes to do an activity that is otherwise restricted by UK financial sanctions (including UN financial sanctions applicable in the UK) can apply for a licence. Under SAMLA 2018 framework, general licences have become a more common feature of UK sanctions. See Practice Note: OFSI General Licence tracker. Where no general licence is in place which

Differences between leases and licences to occupy Leases A lease in Scots law is a contract where a person (the tenant) is allowed to occupy someone else's (the landlord’s) heritable property for a defined period of time in return for which the tenant pays the landlord rent usually on a periodical basis and usually in the form of money (although payment by pay of goods is possible but not common). The four cardinal elements of a lease are generally accepted as being: • defined subjects • a rent • an agreed duration, and • identification of the separate parties For further information, see: Cardinal elements: Stair Memorial Encyclopaedia [4]. If the other cardinal elements of a lease are present but not the length, a duration of one year may be implied by the court. Licences to Occupy A licence to occupy (licence) is a contract falling short of a lease where a right is granted to use a property or part of it rather than any right in possession

A site in respect of which a Nuclear Site licence has been granted.

A Licensed body is an alternative business structure which has been licensed by a licensing body (by the end of 2011 licensing bodies should be the Council for Licensed Conveyancers and the Solicitors Regulation Authority).

1 Definitions [Gaming Machine Permit • means the licensed premises gaming machine permit issued by the licensing authority in terms of section 283 of the Gambling Act 2005 and the Licensed Premises Gaming Machine Permits (Scotland) Regulations 2007 SSI 2007/505;] Licensing Board • means the licensing authority empowered to grant premises licences in terms of the L(S)A 2005; [Local Authority • means the local authority empowered by the Roads (Scotland) Act 1984 to issue a Street Café Permit;] L(S)A 2005 • means the Licensing (Scotland) Act 2005; Permitted Use • [means use of the Premises as an hotel or aparthotel within Class 7 of the Schedule to the Town and Country Planning (Use Classes) (Scotland) Order 1997 SI 1997/3061 with ancillary [insert details of additional facilities eg reception, offices, shop, meeting or conference rooms, breakfast room, restaurant, bar, lounge, kitchen, gym, laundry room] or other appropriate facilities and as ancillary thereto for the sale of food and drink for consumption on the Premises within Class 3 of the Schedule to the Town and Country Planning (Use Classes) (Scotland) Order 1997, SI 1997/3061; OR means use of the

1 Definitions Completion • means the Date of Entry or, if later, the date when the Price is paid and the purchase of the Property [and Business] is completed in terms of the Missives; Business • means the [insert number] [star,] [, hotel] [, restaurant] [, café] [, bar] [, public house] business operated by the Seller at the Property providing for [[describe accommodation type eg rooms, apartment or hotel]] [, the sale of food and beverage] [, weddings] [, conference centre] [, leisure centre] [, spa] [, golf course] [, hairdresser] [, on-site staff accommodation] and all other activities including those ancillary or incidental to or in connection with such business; Conclusion Date • means, unless otherwise specified, the first date on which the Missives create a concluded contract; Date of Entry • means the date falling [insert number] Business Days after the Purification Date; Licensing Board • means the licensing authority empowered to grant premises licences in terms of the L(S)A 2005; Longstop Date • means [insert ultimate longstop date for purification of the suspensive conditions/ condition]; [Gaming Machine Permit • means

This Practice Note provides an overview and basic guide for solicitors, signposting the issues to consider when purchasing or leasing licensed premises in Scotland including noting that there are different licensing boards and their divisions, with differences in certain policies and application forms. Specific supplementary information is frequently required by boards when applications are made for licensing matters. It covers the basic information required to be provided by practitioners applying for premises or provisional premises licences, variations and transfers of premises licences including information that needs to be considered in relation to operating and layout plans. It is not intended to be a definitive note on the law and does not cover the requirements of all licensing boards in Scotland. Reference is made to the Licensing (Scotland) Act 2005 (L(S)A 2005), its many regulations and various guidance notes prepared by the Scottish Government and individual licensing boards. Dealing with licensed premises is a specialist field. Acting for a purchaser or lessee of licensed premises or premises they wish to run as licensed premises, it

An organisation to which a Nuclear Site licence has been granted.