Exhibit 10.11
LEASE CONTRACT
BETWEEN
BEIJING GUOHUA REAL ESTATE CO. LTD.
AND
ARKI (BEIJING) E-COMMERCE TECHNOLOGY CO. LTD.
FOR
XXXXXX 00X&00, XXXXX 00, XXXXXXXX 0, XXXXX XXXXXXX PLACE
AUGUST 18, 2010
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This lease contract is signed in Beijing China Central Place by the following
parties:
Lessor:
Name of Company: Beijing Guohua Real Estate Co. Ltd.
Legal Representative: Xxxx Xxxx
Address: Xx. 0 Xxxx Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx
Postal Code: 100025 Telephone: 00000000 Fax: 00000000
Lessee:
Name of Company: Arki (Beijing) E-commerce Technology Co. Ltd.
Legal Representative: Xxxxxxx Xxx
Address: Xxxxx 000, Xxxxxxxx 00, Xxxxx Xxxxxxx Xxxxx, Xx. 00 Xxxxxxx Xxxx,
Xxxxxxxx Xxxxxxxx, Xxxxxxx
Postal Code: Telephone: Fax:
Whereas:
1. Lessor hereby represents that it is the legal owner of the Leased Unit
located at Xx. 00 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx (xx Xxxxx
Central Place No. 3 Building, hereinafter referred to as the
"Building");
2. Lessor agrees to lease to Lessee and Lessee agrees to lease from
Lessor a portion of the Building (hereinafter referred to as the
"Leased Unit," as defined below).
Through friendly consultations, Lessor and Lessee have reached the
following lease contract (hereinafter referred to as the "Contract") in
connection with leasing of the Leased Unit:
Part I Special Terms
1. LEASED UNIT:
1.1 Definition:
1.1.1"Leased Unit": shall refer to units 03B&05 located at China Central
Place Xx. 0 Xxxxxxxx, 00 Xxxxx, Xx. 00 Xxxxxxx Xxxx, Xxxxxxxx
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District, Beijing. The floor plan of the Leased Unit is annexed hereto
as Attachment 1.
1.1.2"Renovation Period": shall refer to the period for Lessee to occupy
and use the Leased Unit for no other purpose than conducting
renovation to the Leased Unit before the commencement of the term of
the lease. Lessee shall pay fees to Lessor for its occupancy and use
of the Leased Unit for the Renovation Period.
1.1.3"Delivery Date": shall refer to the date on which Lessor delivers
this Leased Unit to Lessee in accordance with the Contract after
Lessee pays off fees for occupancy and use of the Leased Unit for the
Renovation Period, first term of rental, and security deposit.
Delivery date is also the Renovation Date.
1.1.4"Rent Commencement Date": Unless otherwise stipulated by both
parties, Rent Commencement Date shall refer to the day after the
Renovation Period expires and the date upon which the term of the
lease begins.
1.1.5"Rent Concession Period": During the Rent Concession Period, Lessee
shall pay property management fees and other relevant expenses
actually incurred at the rate of XXX 00 Yuan per month per square
meter. However, in case of early termination of this Contract by
Lessee, Lessee shall not be entitled to rent concession. Lessee shall
pay Lessor the difference between the rent agreed upon herein and the
rent actually paid during the Rent Concession Period.
1.1.6Area: The actual construction area of the Leased Unit is 656.33
square meters.
1.2 The Leased Unit shall be for office use.
1.3 The Leased Unit is subject to a mortgage.
2. RENOVATION PERIOD, LEASE TERM AND DELIVERY
2.1 Renovation Period
2.1.1The Renovation Period of the Leased Unit shall be 1 (one) month
commencing from September 21, 2010 until October 20, 2010.
2.1.2During the Renovation Period, Lessee shall pay Lessor fees for
occupancy and use of the Leased Unit at the rate of XXX 00 Yuan per
month per square meter, as well as public utility fees and other
expenses actually incurred.
2.1.3During the Renovation Period, the Leased Unit shall be used for inner
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renovation only. Without the Lessor's written consent, Lessee shall
not use the Leased Unit as per the usage stipulated in this Contract
and/or for any other purpose. If such usage is necessary, Lessee shall
pay Lessor at the rate stipulated in Special Terms Clause 3.1 for the
actual time it occupied the Leased Unit.
2.1.4Unless expressly excluded, the obligations set forth in this Clause 2
shall be subject to those set forth in the Clause 3 of the General
Terms of this Contract.
2.1.5During the Renovation Period, all relevant provisions of this Contract
shall be binding on both parties, including but not limited to
provisions directly or indirectly related to the renovation of the
Leased Unit, and the rights and responsibilities and default
liabilities of Lessee and Lessor during the term of the lease.
2.2 Lease Term
2.2.1The term of this Contract shall be for a period of 36 months
commencing from October 21, 2010 ("Rent Commencement Date") until
October 20, 2013 ("Expiration Date") (both dates included).
2.2.2During the Lease Term, Lessor grants Lessee a Rent Concession Period
for a total of three months. During the Rent Concession Period, Lessee
may pay discounted rent at the rate of XXX 00 Yuan per month per
square meter and relevant expenses actually incurred. The schedule of
the Rent Concession Period is as follows:
September 21, 2011 to October 20, 2011;
September 21, 2012 to October 20, 2012;
September 21, 2013 to October 20, 2013;
unless expressly excluded, the obligations set forth in this Clause 2
shall be subject to those set forth in the Clause 3 of the General
Terms of this Contract.
2.3 Delivery
After Lessee fulfills its obligation under this Contract to pay fees for
occupancy and use the Leased Unit during the Renovation Period, first term of
rental, and security deposit, Lessor shall deliver the Leased Unit to Lessee on
September 21, 2010 ("Delivery Date") in accordance with the Contract. Lessee may
take possession of the Leased Unit and conduct renovation upon the Delivery
Date.
If Lessor is unable to deliver the Leased Unit the Delivery Date set forth
above, Lessor shall be liable under Clause 3.4 of the General Terms. In
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addition, the Rent Commencement Date, and the beginning and the end of the
Renovation Period shall be postponed accordingly. If Lessee fails to pay fees
for occupancy and use of the Leased Unit during the Renovation Period, security
deposit, and first term of rental in accordance with the Contract, Lessor has
the right to refuse delivery of the Leased Unit, and the Rent Commencement Date,
Expiration Date, and the Renovation Period shall not be postponed.
3. RENT AND PROPERTY MANAGEMENT FEES
3.1 During the Lease Term and the Renovation Period, the Rent is XXX 000.00
Xxxx xxx xxxxxx xxxxx (xxxxxxxxxxxx xxxx) per month (public utility fees
not included). The monthly rent is RMB 196,899.00 Yuan.
3.2 The Property Management Fees is XXX 00 Xxxx xxx xxxxxx xxxxx (xxxxxxxxxxxx
xxxx) per month. If Lessee fulfills its obligation under this Contract to
pay fees for occupancy and use the Leased Unit during the Renovation
Period, Rent Concession, Rent, and security deposit, it does not need to
pay the additional Property Management Fees.
4. RENT PAYMENT
4.1 The first term of rent shall be RMB 284,748.42 Yuan for the period from
September 21, 2010 to November 30, 2010. It shall be paid within seven (7)
days after execution of this Contract or prior to the Delivery Date,
whichever comes earlier.
4.2 Beginning from the second term of rent, rent shall be paid on monthly
basis. Lessee shall pay for rent for the following month five days before
the end of each month.
5. SECURITY DEPOSIT
5.1 Within seven (7) days after execution of this Contract or prior to Delivery
Date, whichever comes earlier, Lessee shall pay to Lessor a Security
Deposit in the amount of RMB 590,697.00 Yuan (equivalent to three months
rent). Lessor shall issue a receipt to Lessee upon receiving security
deposit.
6. MISCELLANEOUS
6.1 This Contract comprises the following documents which can explain and
interpret each other: Part I Special Terms, Part II General Provisions, and
Part III Attachments. The attachments set forth in Part III shall be an
integral part of this Contract. This Contract constitutes the entire
Contract between the parties hereto, and supersedes all prior statements,
negotiations, promises, and guarantees made by them.
6.2 Special Contracts among the parties: None.
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6.3 There are four (4) originals of this Contract. Lessor shall hold three (3)
copies and Lessee shall hold one (1) copy. Each copy of this Contract shall
have equal validity.
6.4 This Contract shall become effective upon the execution and affixing with
company stamps by the authorized representatives of both parties and
payment of security deposit made by Lessee in accordance with the Contract.
6.5 Lessor and Lessee shall register and file this Contract in accordance with
the relevant regulations of Beijing.
Lessor: Beijing Guohua Real Estate Co. Ltd.
Legal Representative:
or Authorized Representative (signature):
Date of Execution:
Lessee: Arki (Beijing) E-commerce Technology Co. Ltd.
Legal Representative:
or Authorized Representative (signature):
Date of Execution:
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PART II GENERAL TERMS
1. THE LEASED UNIT
1.1 The Parties agree that the rent, renovation management fee, occupation fee
for renovation, rent discount are calculated based on the construction
area. The floor area size and all measurement units related to area size in
all component parts of this contract shall mean construction area, unless
otherwise indicated.
1.2 The construction area of the Leased Unit is an exact number by actual
measurement conducted by the Shijingshan District Real Estate Mapping Team,
Beijing, whose professional qualification is approved by both Parties and
both Parties shall hold no objection of the measurement.
The scope, condition and requirement for the use of the common or share area of
the Leased Unit, ancillary facilities and equipment conditions, and conditions
for the return of the Leased Unit are stipulated by both Parties in the
Attachments 1 and 2 of this Contract. Both Parties agree that Lessor shall
provide to Lessee the Leased Unit at its current conditions; the conditions of
the Leased Unit when Lessee returns it to Lessor upon the termination of the
Contract are stipulated in Attachment 2, where Lessee agrees, upon natural or
early termination of the Contract, to restore the Leased Unit to the status
listed in the Attachment 2 and shall bear all the cost. During the restoration
period, Lessee shall still comply with the related management stipulations of
Lessor. Should Lessee cause damage to the leased property or its equipment, or
during the restoration period cause damage or loss to Lessor or any third party,
Lessee shall bear all legal responsibilities and Lessor shall have the right to
recover from Lessee losses thus caused to Lessor.
2. OCCUPATION OF THE PREMISES
2.1 Lessee shall promise to Lessor that the occupation of the Leased Unit shall
only be used for purposes stipulated in the Special Terms of this Contract
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and Lessee shall abide by the National and Beijing City's regulations on
property use and property management.
2.2 Lessee shall ensure not to change the intended use stipulated above without
written approval from Lessor and before the required approval by the
relevant authorities is obtained as regulated.
3. DELIVERY OF THE LEASED UNIT, RENOVATION PERIOD, GRACE PERIOD FOR RENT, AND
LEASE RENEWAL
3.1 Unless otherwise notified in written form by Lessor and/or Lessor's agent,
Lessee shall come to the office of the Building's Property Management
Company to complete the handover procedures of the Leased Unit on or before
the Delivery Date stipulated in the Special Terms of this Contract, sign
the document of the handover of the Leased Unit, and pay related fees
stipulated in the Contract.
3.2 The Renovation Period and the grace period for rent of the Leased Unit is
stipulated in the Special Terms of the Contract. Unless otherwise
indicated, both Parties understand that the preferential treatment of the
occupation and use of the Leased Unit during the Renovation Period and the
grace period for rent Lessee is entitled to is subject to the condition
that the Contract shall not be terminated early under any reason.
During renovation and the grace period for rent, Lessee shall only pay to
Lessor XXX 00 Yuan per month per construction square meter as a fee for
occupation use / preferential rent, and pay to the Property Management
Company the public utilities charges and other actual costs incurred.
Lessee agrees that should the Contract be caused to terminate early due to
Lessee's reasons, Lessee shall not be entitled to the preferential
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treatment of the occupation and use of the Leased Unit during the
Renovation Period and the grace period for rent, and Lessee shall, within 3
business days after the Contract is prematurely terminated, pay to Lessor
full amount of compensation for the rent incurred during the entire
renovation and the grace period, calculated based on the normal rent
standard stipulated in the Contract.
3.3 If Lessee fails to come on the Delivery Date to the Building's Property
Management Company to complete the handover procedures of the Leased Unit
as stipulated in the Contract, it is still deemed that Lessee has received
the Leased Unit upon the Delivery Date and the rent shall start to be
calculated from the Rent Commencement Date.
3.4 If Lessor fails to hand over the Leased Unit to Lessee upon the Delivery
Date due to Lessor's reasons (except where Lessee breaches the Contract
first), then the Delivery Date, the Rent Commencement Date, and the
Expiration Date shall be postponed according to the actual Delivery Date of
the Leased Unit. During which period, Lessor shall pay to Lessee a penalty
fee calculated with the formula below for each day of late delivery:
Penalty Fee = Amount of lease guarantee paid by Lessee X number of days
between the agreed Delivery Date and the actual Delivery Date X 0.1%
3.5 Whereupon Lessee intends to renew the lease, Lessee shall notify Lessor in
writing to request the lease renewal at lease 6 months before the lease
expiration date, and shall enter a new lease contact or a lease renewal
Contract with Lessor 3 months before the lease Expiration Date. If Lessee
fails to send to Lessor a written notice to request the lease renewal or
fails to reach an Contract with Lessor within the above stipulated period,
it shall be deemed that Lessee waives its right to the renewal of the
lease. The rent for the renewed lease shall be discussed and agreed by both
Parties based on the prevailing market price level at the time of the
negotiation.
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4. PROPERTY MANAGEMENT AND FEES
4.1 Lessor has appointed the "China Central Place Branch of the Savills
Property Consultants (Beijing) Co., Ltd." (hereinafter referred to as the
"Property Management Company") to provide property management services for
the Building. Lessor shall have the right to replace the above Property
Management Company and shall not be held liable to Lessee due to the
replacement of the Property Management Company, but Lessor shall notify
Lessee of such replacement in time.
4.2 Lessee agrees to comply with the "Services Manual for Users of the China
Central Place Office Building" (hereinafter referred to as "Management
Convention") and the "Office Renovation Manual for the China Central Place
Office Building" (hereinafter referred to as "Renovation Manual") as well
as the other related management regulations of the Property Management
Company, which Lessor shall provide and update from time to time.
4.3 The Property Management Company shall have the right to make appropriate
and reasonable adjustment to the Property Management Fee based on relevant
laws and regulations, and the relevant policies and regulations from the
Beijing Municipal Government, or market conditions, and shall notify Lessee
in advance of such adjustment in proper written form. Lessor shall ensure
that the Property Management Fee adjustment is applied to all office
tenants of the Building.
4.4 Lessor shall have the right to adjust rent according to the Property
Management Fee adjustment by the Property Management Company but the rent
adjustment shall not be higher than that of the Property Management Fee
adjustment. Lessee agrees to pay rent based on the adjusted price.
5. OTHER FEES
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5.1 From the Delivery Date (including the Delivery Date) of this Contract,
Lessee shall start to bear and pay all the public utilities fees incurred
in the Leased Unit, such as water (if any), electricity, communications (if
any), internet (if any), etc. (All the above fees shall be referred to as
"Public Utilities Fees" hereof. Public Utilities Fees shall be paid by the
month, and apart from the fees Lessee pays directly to the public utilities
suppliers, Lessee shall pay the Public Utilities Fees to the Property
Management Company within 10 days upon issuance of the payment notice from
the Property Management Company based on the public utilities accounts
provided by the Property Management Company. Where the Property Management
Company has other requirements, Lessee shall agree to pay the Public
Utilities Fees as required by the Property Management Company.
5.2 Lessee shall not refuse to pay or delay to pay the Public Utilities Fees
hereof under any excuses, and where Lessee's failure to pay the Public
Utilities Fees causes the public utilities suppliers to discontinue or
terminate the energy supply to the Building, thus causing economic losses
to the owner of the Building, Lessor, and other tenants, Lessee shall
compensate such losses.
5.3 All Public Utilities Fees hereof paid by Lessee to the Property Management
Company are collected by the Property Management Company on behalf of the
relevant public utilities suppliers, and the Property Management Company
shall issue to Lessee the Services Industries Collection Receipts for the
Public Utilities Fees the Property Management Company collects from Lessee,
and Lessee shall confirm receipt.
5.4 Each Party shall bear its respective tariffs, taxes, and fees related to
the signing and execution of this Contract according to the relevant
regulations of the Country and the Beijing Government, including but not
limited to the lease contract's registration fee and stamp cost.
5.5 The Building shall provide air condition services from 08:00 to 19:00 daily
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except for Saturdays, Sundays, and legal holidays. Where Lessee requests
for additional air condition services outside the above time period, Lessee
shall submit such request to Lessor and/or the Property Management Company
well in advance and Lessor and/or the Property Management Company upon
receiving such request from Lessee within reasonable timeframe shall
provide such additional air condition services to Lessee. Lessee shall pay
a separate fee for the additional air condition services according to the
regulations of Lessor and/or the Property Management Company (See
Attachment 3).
5.6 Lessee shall bear the replacement costs for lamps, bulbs, and other
lighting equipment within the Leased Unit during the renovation and the
lease period.
6. SECURITY DEPOSIT
6.1 Lessee shall pay to Lessor a Security Deposit according to the stipulations
in Clause 4 of Part I Special Terms of the Contract, to ensure that Lessee
will be responsible for its obligations and liabilities hereof, and the
payment of such Security Deposit shall be a prerequisite for the
effectiveness of the Contract, otherwise this Contract shall be deemed to
be invalid from the beginning. The Security Deposit shall be retained by
Lessor without interest during the entire Lease Period and the Renovation
Period.
6.2 During the performance of the Contract, in the event that Lessee fails to
pay the Rent, Public Utilities Fees, other fees, Penalty Fees, or causes
damage to the Leased Unit and/or the Building and the facilities and
equipments of the Building, due to Lessee's intentional or negligent act,
causing economic losses to Lessor, Lessor shall have the right to deduct
directly from the Security Deposit the corresponding amount.
6.3 Where Lessor is to deduct part or all of the Security Deposit, Lessor shall
notify Lessee in advance in writing. Lessee may choose to pay separately
upon receiving the notice; where Lessee fails to pay after the stipulated
time, Lessor shall deduct after the expiry of the notice period. Where the
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Security Deposit is insufficient to offset the losses, Lessor shall notify
Lessee in writing to make up the difference and Lessee shall transfer the
relevant amount to the account designated by Lessor within 7 days upon
receiving Lessor's notice. When the Security Deposit is short of the amount
stipulated hereof due to such deduction, Lessee shall make up the
difference to ensure the Security Deposit is of the amount stipulated
hereof within 7 days upon receiving Lessor's notice.
6.4 Should Lessee fail to perform the Contract and/or cause the Contract to
terminate prematurely due to other causes attributed to Lessee, Lessor
shall have the right to not return the entire Security Deposit paid by
Lessee. The entire amount of the Security Deposit mentioned in this clause
shall equal to the amount stipulated in the Special Terms of the Contract.
6.5 When the Contract expires or terminates early upon mutual Contract by both
Parties, Lessor shall return to Lessee the entire Security Deposit paid by
Lessee or the balance of it, without interest, within 30 days after Lessee
meets all of the following conditions: (i) Lessee returns to Lessor the
entire Leased Unit which meets the conditions in Addedum II of the Contract
as stipulated hereof, and receives confirmation from Lessor and the
Property Management Company; (ii) Lessee has paid up all fees to be paid as
stipulated hereof, including but not limited to, rent to be paid and not
paid, Public Utilities Fee, Penalty Fees, damage compensation and recourse
cost resulted from such damage; (iii) Lessee completes at the
Administration of Industry and Commerce the procedure of company
dissolution or address change where the Leased Unit is used as the
registered or operation address.
7. METHOD OF PAYMENT
7.1 All payment hereof made by Lessee to Lessor or the Property Management
Company shall be in Chinese RMB Yuan to Lessor or the Property Management
Company's designated account.
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Lessor designated account is:
Bank Name: Beijing Huangsi Branch, Bank of China
Account holder: Beijing Guohua Properties Co., Ltd.
7.2 In case Lessee wishes to make non-cash payment for the relevant fees, then
the date when such payment arrives to Lessor's designated account shall be
the date Lessee completes its payment obligation.
7.3 Lessor and/or the Property Management Company shall have the right to
change their designated bank and/or account, provided it notifies Lessee in
writing within 15 days after such changes; Lessee shall then make payment
to the new bank and/or account.
7.4 Lessee shall bear the cost for making payment to Lessor and/or the Property
Management Company's designated account, such as bank transfer fee, etc.
7.5 Where the rent start date or end date in a month does not fall on the first
day and the last day in the month, respectively, Lessee shall pay the rent
for the per diem based on the actual number of days the Leased Unit is used
in the month, and the actual rent payment for the month equals to the
monthly rent divided by the number of days in that month and then
multiplied by the number of days the Leased Unit is actually used.
8. RENOVATION AND MAINTENANCE RESPONSIBILITIES
8.1 Should Lessee wish to conduct any renovation projects to the Leased Unit
(including but not limited to the internal renovation, partition, building,
alteration, or installation, replacement of equipment, fixture,
installation of signs and advertisement), Lessee shall apply for all
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approvals for such projects and bear the relevant costs, and shall only
start the renovation and decoration project in the Leased Unit after
obtaining written consent from Lessor and the approval for the renovation
design documents (if necessary) from the relevant government departments.
To do so, Lessee shall:
8.1.1Obtain written approval on the design and drawings from Lessor and/or
the Property Management Company;
8.1.2Lessee shall ensure to abide by all regulations governing renovation
of the Property Management Company, and choose renovation companies
with legitimate license for construction or business license for the
related industry and qualification certificate approved by the
relevant government authorities to conduct the internal renovation to
the Leased Unit, and Lessee shall submit its renovation company's
qualification certificate, business license, and renovation plan to
the Property Management Company for review, and Lessee shall ensure
that its renovation plan will not interfere with the Building's
management over the public areas and utilities, and will not affect
the Building's main structure and other tenants' use of the Building.
8.1.3In case there are laws that require the renovation design documents
to be submitted for government authority approval, Lessee shall
complete all necessary review and approval procedures required for its
renovation projects by the Fire Control Department and other governing
authorities;
8.1.4When Lessee renovates, adds to, alters the fire control and air
condition systems of the Leased Unit as well as of the public
utilities and equipments of the Building, and restores the Leased Unit
to the conditions and status as stipulated in the Attachment 2, Lessee
shall comply with Lessor's overall hardware quality maintenance
requirement for the Building. The construction companies hired by
Lessee shall possess the professional qualifications recognized by the
Beijing Municipal Commission of Housing and Urban Construction; its
fire control construction company shall have the "Fire Safety
Contractor Class Level I" qualification; and its mechanical and
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electrical (including air conditioning) construction company shall
have the "Mechanical and Electrical Installation Engineering
Contractor Class Level I" qualification.
Lessee has carefully read and understood the content of the
"Renovation Manual" from the Building's Property Management Company,
and Lessee agrees conduct construction according to the requirements
of the Renovation Manual, and shall be obliged to accept Lessor and
the Building's Property Management Company's instruction and
supervision throughout the entire construction period. Should Lessee
conduct its renovation in violation of the Renovation Manual, Lessee
shall be held responsible for any consequences caused by such act.
8.1.5Lessee shall abide by the renovation regulations listed in the
Renovation Manual compiled by Lessor/Property Management Company,
subject to changes from time to time, stipulated in the Clause 8.1.4
of this Contract, and shall pay related fees such as renovation
deposit, before the renovation starts.
8.2 Lessee shall have all safety and health protection measures in place during
the renovation, and ensure that its renovation work will not affect
Lessor's normal use of the Building or other tenants' normal use of their
leased units. Where Lessee or its consigned renovation companies violate
the Renovation Manual or their acts cause damage, nuisance, or interference
to the Building's public areas and to the other tenants of the Building,
Lessee shall, upon receiving notice from Lessor or the Property Management
Company, stop immediately or help to stop such acts, and take effective
measures to eliminate the effects following Lessor's or the Property
Management Company's request, and compensate Lessor or any third party
harmed by such acts accordingly.
8.3 Maintenance responsibilities of the Leased Unit:
8.3.1Lessor's maintenance responsibilities of the Leased Unit shall be
limited to the structure of the Leased Unit and the facilities and
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equipments provided by Lessor at the handover (except for renovation
and unless otherwise agreed hereof). In addition, Lessor shall also be
responsible for the maintenance of the public parts/areas of the
Building.
8.3.2Lessor or the Property Management Company shall make routine
inspection, maintenance, or replacement of the facilities and
equipment systems provided by Lessor in the Leased Unit, and to
conduct its supervision and inspection on Lessee's performance of its
relevant management responsibilities. Should Lessor's normal wear and
tear maintenance of the Leased Unit cause damage to Lessee's
decoration and renovation, Lessor or the Property Management Company
shall repair such damages, except for damages caused by Lessee. Lessee
shall be responsible for the normal wear and tear maintenance of the
Leased Unit due to inappropriate use of the Unit, or Lessee shall bear
the maintenance cost in case Lessor conducts such maintenance work.
8.3.3In the event of an emergency endangering public safety of the
Building and during Lessee's business hours, Lessor shall be allowed
to enter the Leased Unit accompanied by Lessee, but during Lessee's
off-business hours or when Lessee cannot be contacted, Lessor or its
authorized representative shall have access to the Leased Unit without
advance notice. Both Parties shall deal with any damage caused by such
entry into the Leased Unit based on the principle of fairness and
reasonableness. However, Lessor shall issue a written explanation to
Lessee afterwards.
8.3.4Lessee shall be responsible and bear the cost for routine maintenance
of the internal renovation of the Leased Unit. For the avoidance of
doubt, in the event that the facilities and equipments provided by
Lessor are altered by Lessee, Lessee shall be responsible for the
maintenance and cost of such facilities and equipments.
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9. RETURN OF LEASED UNIT
9.1 Lessee shall return to Lessor the Leased Unit after it is restored to its
original status stipulated in the Attachment 2 together with all ancillary
items, fixtures, additional items provided by Lessor (except for the
natural wear and tear on such items during the Lease Period) on the
Contract Expiration Date if the Contract is not renewed or within 5 days
after the termination date where the Contract is terminated prematurely for
any reason ("Return Period") and bear all related costs. In the mean time,
Lessee shall return to Lessor all keys (if any) to various parts of the
Building and sign with Lessor a Lease Return Contract as stipulated hereof.
After the expiry of the return period, in case Lessee fails to restore the
Leased Unit to its original status as stipulated in Clause 1 of this
Section, it shall be deemed that Lessee have waived all of its rights to
all the items and decorations within the Leased Unit and Lessor may dispose
such items in any manner it deems appropriate (including abandonment, sale,
use, demolition, etc.) and Lessee shall not object to this and shall not
demand any compensation in any form from Lessor. Lessor shall have the
right to commission a notary public to take inventory, notarize, and store
in a separate place the items left inside the shop without notice to Lessee
and Lessee shall bear the related costs, including but not limited to
notary fees and storage costs.
9.2 In the event that the Contract is terminated prematurely due to Lessee's
breach of contract, Lessee, within the Return Period, shall continue to pay
rent and all Public Utilities Fees, etc., to Lessor and the Property
Management Company according to the stipulated standard hereof, and be
responsible for any late payment of such fees, regardless of the
termination of the Contract. Where the Contract is terminated early due to
Lessor's breach, within the Return Period, Lessee shall not need to pay
rent and management fees. However, Lessee shall bear the Public Utilities
Fees and any other fees actually incurred during this period.
9.3 In the event that Lessee, for any reason, fails to return to Lessor the
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Leased Unit in satisfactory condition after the expiry of the Contract or
after the expiry of the Return Period, Lessee shall pay to Lessor fees for
retention of the Leased Unit (in twice the amount of the daily rent; and
Lessor's collection and acceptance of such fees shall not constitute
consent to Lessee's illegal retention of the Leased Unit), and bear
relevant Public Utilities Fees, until Lessee returns the Leased Unit
according to the stipulated requirements hereof. If Lessee's retention of
the Leased Unit causes Lessor to pay a penalty fee and broker fee to new
tenant for late delivery of the Leased Unit, Lessee shall be responsible
for such fees and any other loss incurred by Lessor. In addition, upon
expiry of the Return Period, Lessor or the Property Management Company
shall have the right to take coercive measures such as stopping water and
electricity supply to the Leased Unit, controlling access of Leased Unit,
and preventing Lessee from continuing its use of the Leased Unit.
9.4 Where Lessee returns the Leased Unit to Lessor, Lessee shall sign with
Lessor/the Property Management Company a confirmation letter on the return
of the Leased Unit. After the signing of the confirmation letter, or in
case such letter is not signed but Lessee has actually evacuated from the
Leased Unit, it shall be deemed that Lessee have waived its ownership and
all rights to any renovation, decoration, facilities, equipment, and items
left behind in the Leased Unit by Lessee, and Lessor shall have the right
to dispose these items at its will (including disposing these items as
garbage), and Lessee shall bear the cost for such disposal.
9.5 In the event that Lessee evacuates the Leased Unit without signing a
confirmation letter, Lessor shall clean and renovate the Lease Unit or
repair and replace related facilities and equipments to meet the return
requirement, Lessee shall bear all cost and expenses incurred by Lessor and
Lessee shall pay rent and management fees of the Leased Unit according to
the normal rent and Property Management Fee standard stipulated hereof
during the above cleaning and renovation period as compensation for the
losses incurred by Lessor during this period.
10. SUBLEASE, FIRST REFUSAL RIGHT, AND TRANSFER
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10.1 Where Lessee has evidence of its association with any entity, and with the
approval from Lessor, Lessee shall have the right to sublease the Leased
Unit to or share the lease with such associated entity, and both Lessees
shall be joint liable for the Leased Unit.
10.2 Lessee agrees to waive its first refusal to buy rights to the Leased Unit.
At any time during the Lease Period, Lessee may decide to sell the Leased
Unit to any third party, and shall not need to obtain Lessee's consent
after notifying Lessee. In addition, Lessor does not need to notify Lessee
in writing or obtain Lessee's consent should Lessor need to mortgage the
Leased Unit, and after the Leased Unit is mortgaged, the obligee does not
need to consult with Lessee about its intention to purchase the Leased Unit
before disposing the Leased Unit.
10.3 Lessee's undertaking of waiving its first refusal right to buy the Leased
Unit during the Lease Period shall take effect from the day this Contract
is signed and shall be irrevocable. Where Lessee subleases the Leased Unit
after having obtained Lessor's written consent, Lessee must ensure that the
Sublessee waives its first refusal right to buy the Leased Unit in writing.
10.4 During the Lease Period, any change of ownership due to sale of the Lesaed
Unit shall not affect the validity of the Contract. In the event that
Lessor transfers the Leased Unit to any third party and has notified Lessee
of such transfer, Lessee shall, at the request of Lessor or this third
party, issue a confirmation confirming that Lessee intends to continue to
perform the Contract and pay fees such as rent, etc., to this third Party,
or confirming such by signing related Contract with Lessor and the third
party.
Regardless whether Lessee signs or does not sign the confirmation or
related Contract, as long as Lessor notifies Lessee of such transfer,
Lessor's rights and obligations under this Contract shall be transferred to
the transferee as indicated in the notice, and Lessee shall pay the rent to
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the transferee according to the transferee's name and account as indicated
in Lessor's notice. Lessee's refusal or delay in issuing the above
mentioned confirmation or signing related Contract, or failure to pay rent
to the transferee according to Lessor's notice shall not affect the
validity of Lessor's transfer of the Leased Unit to the third party, and
Lessee shall be liable for default as stipulated in Clause 15.2.
11. LESSOR'S RIGHTS AND OBLIGATIONS
11.1 Lessor shall have the right to lease the subject matter indicated in this
Contract.
11.2 Lessor guarantees that the planned purpose of the Leased Unit shall meet
Lessee's needs for office use.
11.3 Lessor shall be responsible for maintaining the normal operation of all
facilities and systems in the public areas and for maintaining
environmental hygiene in the public areas.
11.4 Lessor guarantees normal operation of power supply, lighting, and air
condition in the Leased Unit from the handover date. Lessor shall not be
responsible for supply disruption due to force majeure, or reasons of the
public utilities suppliers, related government departments, or Lessee
(inspection, accident, Lessee's failure in payments).
11.5 Lessor and/or the Property Management Company shall install Lessee company
name signage at the ground floor lobby of the Building and in the corridor
on the floor of the Leased Unit or at the elevator lobby according to the
uniform standard of the Building. The specific location and format shall be
confirmed by the Property Management Company. Except for the uniform
installation in the Building, if Lessee requests installation of extra
signage, Lessee shall obtain Lessor's consent in advance and shall bear the
production cost incurred related to such extra installation.
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11.6 Lessor's request or collection of late penalty fee according to this
Contract shall not have prejudice to or affect any of the other rights and
remedies conferred to Lessor hereof (including the right to take back the
Leased Unit).
11.7 Lessor's acceptance of rent or other fees shall not be deemed as Lessor's
waiver of its right to pursue relief from Lessee for Lessee's default due
to Lessee's failure to abide by or perform any stipulations hereof.
11.8 Lessor's waiver of any of Lessee's responsibilities or obligations
hereunder when Lessee fails to perform the Contract once or several times
shall not be construed as Lessor's waiver of its rights if Lessee continues
and fails again to perform the Contract, and shall also not demolish or
affect Lessor's rights and compensations entitled according the Contact due
to Lessee's continued or subsequent failure to perform or breaches. Lessor
action or inaction shall not constitute Lessor's waiver to pursue any right
or remedy it may have against Lessee's for its default, unless otherwise
expressly indicated in writing by Lessor to waive its right to pursue such
right or remedy against Lessee.
11.9 After the signing of this Contract, Lessee agrees that Lessor shall have
the right to free use of Lessee's name, firm name, trademark, logo in its
promotional activities. However, the content of such promotional activities
shall be limited to only the lease relations already occurred between the
two Parties over the Leased Unit.
11.10Lessor has the naming right to the Building and the right to use and the
right to benefits of the Building's exterior facade and the roof, and also
has the exclusive right to install, arrange, maintain, remove, and change
all signboards, notices, posters and advertisement at any position of the
Building.
11.11Lessor reserves the right, at any time during the Lease Period and for
public interest, upon notifying Lessee, to alter, repair, and temporarily
shut down the public area or part of the Building, including the corridors,
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doors, windows, electrical devises, cable and wire, water pipes, gas
pipelines, elevators, escalators, firefighting and safety equipment, air
ventilation equipment, etc., and also reserves the right to change the
entire structure, layout and arrangement of the Building's public areas.
However, Lessor's exercise of such rights shall not affect Lessee's normal
operation. Within the appropriate and reasonable scope, Lessor shall not be
held responsible for the other effects to Lessee due to the above mentioned
actions.
11.12Lessor reserves the right, from time to time, to formulate, introduce, or
amend, adopt, and abolish any and all management rules and regulations
deemed necessary to manage the Building as a top class office building.
11.13During the Lease Period, Lessor shall pay to the related government
departments all taxes in connection with leasing the Leased Unit according
to laws, rules and regulations.
11.14Lessor may grant part or all of its right hereof to the Asset Management
Company or the Property Management Company to exercise and perform on its
behalf and Lessee shall have no objection to this.
11.15During the Leased Period (including the Renovation Period), Lessor shall
have the right to decide to change the name of the Building or any part of
it, however, Lessor shall notify Lessee in writing after the related
government department approves the new name. Lessor shall not need to
compensate Lessee for changes of the name of the Building and/ or any part
of it. Where Lessee needs to update its related registration information
due to such changes, Lessor shall fully cooperate with such update work of
Lessee.
11.16Lessor or the Property Management Company shall have full rights to the
public areas (including the facade and floor of these areas) outside the
Leased Unit and the exterior walls of the Leased Unit. Lessor shall be able
to manage and lease these areas and receive revenue generated from this.
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However, Lessor's above mentioned act shall not cause damage to Lessee's
legal right to lease the Leased Unit or prevent Lessee's normal use of the
Leased Unit under this Contract.
12. LESSEE'S RIGHTS AND OBLIGATIONS
12.1 Under the condition that Lessee pays the rent as stipulated in the Contract
and abides by and performs all regulations hereunder where Lessee must
abide by and perform, Lessee shall have the right to quietly and safely use
the Leased Unit within the Leased Period and shall not be illegally
disturbed by Lessor or its representative.
12.2 Lessee has fully read and understands and agrees to abide by the Management
Convention, the Renovation Manual of the Building and all rules and
regulations regarding property management compiled by and may be revised
from time to time (amendment of the property management regulations will
take effect after Lessee is notified in writing) by the Property Management
Company, as well as the use requirements for the Leased Unit (including the
use requirements for the facilities and equipment) from Lessor or the
Property Management Company. The public areas outside the Leased Unit shall
be centrally managed by the Property Management Company and Lessee shall
not occupy such areas. Lessee shall only have the exclusive right to use
the part within the outside walls of the Leased Unit, while the outside
walls of the Leased Unit, including the outside facade of the wall between
the Leased Unit and the public areas, or other units, and also the public
areas outside the Leased Unit shall be managed by Lessor or the Property
Management Company and Lessor or the Property Management Company shall
retain the revenue generated in accordance with the Clause 11.16.
12.3 Lessee fully understands and is responsible for obtaining all government
business licenses, permits, and approvals should Lessee intends to conduct
business operation in the Leased Unit and where assistance for such purpose
from Lessor is needed, Lessor shall provide necessary support.
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12.4 Lessee shall abide by Chinese laws and regulations and related Beijing City
rules in the use of the Leased Unit and shall not perform any illegal act
in the Leased Unit.
12.5 Lessee shall be responsible for the safety and security within the Leased
Unit and shall bear all costs thus incurred and responsibilities for such.
In case Lessee or its consigned representative moves any large sized
property outside the Building from the Leased Unit, for the security of the
Building, Lessor or the Property Management Company may require Lessee to
issue a statement that Lessee shall bear full responsibility for the
legality and safety of such transfer of property from the Leased Unit.
12.6 During the Lease Period (including the Renovation Period) and without
Lessor's consent in writing, Lessee shall not alter the planned purpose of
relevant facilities of the Leased Unit (including but not limited to
passages, fire exits, gate and doors, corridors, facility rooms, lift
lobbies, lobby, etc.), and shall not block such facilities so that it
cannot achieve its intended purposes.
12.7 Lessee shall reasonably use the installations provided by Lessor within the
Leased Unit and the public installations/equipment/systems of the Building
(including but not limited to air condition/heating installations,
fire/siren installations, lighting installations, cable and wire and pipe
and pipelines) to avoid man-made destructions.
12.8 Lessee shall inform Lessor or the Property Management Company immediately
should any damage occurred to the Leased Unit and/or the Building due to
the fault of Lessee, and Lessor may arrange for the Property Management
Company to repair or request Lessee to repair within certain period, and
Lessee shall bear the cost thus incurred.
12.9 Lessee shall take reasonably preventive measures to protect the Leased Unit
from damages from lightening, storm, sand storm, snow or other adverse
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weather conditions. In the event that the Leased Unit sustained damages
described above, Lessee shall inform Lessor and/or the Property Management
Company immediately.
12.10Without written consent from Lessor and/or the Property Management
Company, Lessee shall not install or alter the equipments and partitions
within the Leased Unit, or install, stock, hang any item within the Leased
Unit which might cause the weight of the Leased Unit to excess the designed
weight limit.
12.11Lessee shall cause its employees, representative, contractor and visitors
(hereinafter referred to as "Such Persons") to comply with all the clauses
hereunder to be complied with by Lessee. Lessee shall be responsible for
compensation should any of Such Persons' default cause losses to Lessor or
any third party.
12.12Both Parties acknowledge that, unless otherwise specifically and expressly
agreed hereof, Lessee shall pay management fee, or public utilities fees
including water, electricity, gas, and heating, or any other fees to be
borne by Lessee hereunder without deduction or offset.
12.13Where Lessee is not satisfied with the property management services
provided by the Property Management Company, Lessee shall have the right to
file complaint to Lessor; however, Lessee shall not refuse to perform or
neglect to perform any responsibilities and obligations hereunder. Lessor
shall cause the Property Management Company to improve its services upon
Lessee's reasonable request.
12.14During the Lease Period (including the Renovation Period), unless Lessee
has obtained written waiver in advance from Lessor and the Property Company
and Lessee has complied with the conditions to be satisfied indicated in
the waiver in order to be conferred such waiver, Lessee shall not cause or
permit or tolerate its employees or visitors to cause any nuisance or
interference to Lessor or other tenants within the Building, including but
not limited to: i) produce gases or odors considered by Lessor to be
irritating, toxic, or harmful within the Leased Unit or public areas, or
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permit such gases or odors to disseminate or leak out from the Leased Unit;
ii) produce or permit or tolerate other people to produce disturbing or
irritating noises within the Leased Unit or the public areas, or any music,
sound, or noise that can be heard outside the Leased Unit or in the public
areas (including sound produced by radio or by equipments or devices that
can produce, broadcast, receive signals, or record sound); iii) make any
loud noise or engage in fighting or other acts of violence that create a
disturbance of the public order within the Leased Unit or public areas.
Upon occurrence of any of the above situations, Lessee shall stop such acts
or activities at Lessor's request and take effective measures to eliminate
the influence, and bear corresponding compensation responsibilities to
Lessor or any third party affected or harmed by such acts or activities.
13. INSURANCE
13.1 Lessor and/or the Owner shall purchase relevant property insurance and
public liability insurance for the Building, its machines and equipment,
and its ancillary facilities and with Lessor and/or the Owner as the
insurance beneficiary.
13.2 Lessee shall purchase contractor's all risks insurance (plus third party
liability insurance) for the renovation projects of the Leased Unit, and
shall ensure that the insurance remains in force during the renovation
period. The contractor's all risks insurance must meet the following
conditions:
13.2.1 Lessor, Lessee, and the contractor shall be co-insured;
13.2.2 The term of the insurance shall be consistent with the renovation
period;
13.2.3 In case the insurance covers non-adjacent addresses, each address
shall be covered by a separate, full amount individual insurance;
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13.2.4 The insured amount of the third party liability insurance in the
policy shall not be less than XXX 0 xxxxxxx Xxxx;
13.2.5 Per accident limit for compensation shall not be smaller than the
total sum of the third party liability insurance; there is no bodily
injury (including death) or property damage sub-limit; per person per
occurrence limit for compensation shall not be smaller than RMB
500,000 Yuan; there is no restriction on the number of claims within
the term of the insurance; absolute deductibles shall not be larger
than CNY 1,000 Yuan; and no proportional deductibles shall be
included;
13.2.6 The policy shall include these additional special clauses: (1) cross
liabilities clause; (2) waiver of subrogation rights clause; (3)
special charges clause; (4) remains removal clause; (5) errors and
omissions clause; (6) fire fighting costs clause; (7) special time
adjustment clause; (8) uncontrollable clause. The limit of the
additional clauses shall not be less than 20% of the limit for
compensation, absolute deductibles shall not be higher than RMB 1,000
Yuan, and no proportional deductibles shall be included.
13.3 Before Lessee starts renovation, Lessee shall submit to Lessor the policy
and the certificate of paid premium stipulated in the above clause 13.2 as
effective and acceptable written proof of the insurance covered by Lessee.
Where the renovation period is to be extended or postponed due to special
circumstances, Lessee shall provide to Lessor in advance an extended
insurance, or a separate policy underwriting risk of the extended period as
well as the certificate of paid premium.
13.4 During the Lease Term (including the Renovation Period), Lessee shall cover
the public liability insurance for the safe operation during its use of the
Leased Unit (including comprehensive third party liability insurance), and
the total sum of the insurance covered shall not be less than RMB 500,000
Yuan per year and the insurance shall remain in force throughout the Lease
Term. The relevant insurance must meet the following requirements:
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13.4.1 The insurance shall be a common domestic public liability insurance
policy or generally recognized, guaranteed policy of the same type;
13.4.2 Lessor and Lessee shall be co-insured;
13.4.3 The term of the insurance shall be consistent with the Leased Term;
13.4.4 Per accident limit for compensation shall not be less than the
aggregate limit for claim; there is no bodily injury or property
damage sub-limit; per person per event limit for compensation shall
not be less than RMB 500,000 Yuan; absolute deductibles shall not be
more than RMB 1,000 Yuan; and no proportional deductibles shall be
included;
13.4.5 The policy shall include these additional special clauses: fire and
explosion clause, alteration of the building clause, advertisement and
decoration devices liability clause, physical abuse liability clause,
vehicle loading and unloading liability clause, cross liability
clause, waiver of subrogation right clause, Lessee's liability clause,
Lessor's furniture, fixed equipment and relevant ancillary facilities
clause, and the limit of the additional clauses shall not be less than
20% of the limit for compensation, absolute deductibles shall not be
higher than RMB 1,000 Yuan, and no proportional deductibles shall be
included.
13.5 Lessee shall submit to Lessor the policy and the certificate of paid
premium, etc., stipulated in the above clause 13.4 as proof document of the
legitimate existence of such insurance before the handover date as one of
the prerequisite conditions for Lessor to hand over the Leased Unit. During
the Lease Term, Lessor may at any time request Lessee to provide effective
and acceptable written proof of the insurance covered by Lessee.
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14. CONFIDENTIALITY
14.1 Both Parties agree that any and all data and information arising out of or
relating to the Contract, including the discussions between the Parties,
any and all data, design, and building specifications, content of all
discussions between the Parties or any information provided by any Party
but not yet known to the public, shall be confidential information
hereunder. For purposes other than expressly indicated hereof, neither
Party shall use or permit to use the above mentioned confidential
information, nor shall it disclose or permit to disclose, without written
consent from the other Party, the above mentioned confidential information
to any person or any third party, except for information required to be
disclosed by any Party to its officers, employees, agents or
representatives or affiliates.
14.2 It shall not be deemed a breach of this Confidentiality Clause when any
Party provides the above mentioned information as required by laws or
government agencies. Neither shall it be deemed a breach of this
Confidentiality Clause when any Party provides the above mentioned
information in connection with an equity transfer or any transactions
involving the Leased Unit.
14.3 If any Party breaches the Confidentiality Clause, it shall compensate the
resulting loss incurred by the other Party.
14.4 The Confidentiality Clause operates independently of the Contract, and
shall continue to be valid within 5 years upon the expiration of the
Contract.
15. LIABILITY FOR BREACHES
15.1 Any Party in breach of the stipulation in the Contract shall bear liability
to the other Party.
15.2 Should Lessee delay payment for fees for occupancy and use of the Leased
Unit during the Renovation Period, Rent, Security Deposit, Property
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Management Fees, Public Utilities Fees or any other fees to be paid
hereunder, for each day overdue, Lessee shall pay to Lessor a delay of
performance default penalty of 0.1% of the amount owed. Where the overdue
exceeds 14 days, and Lessee still fails to pay within 7 days after Lessor
serves Lessee with a written reminder notice, Lessor shall have the right
to temporarily stop part or all energy supply or management services to the
Leased Unit without notice until Lessee starts to perform the relevant
payment obligations (during which period Lessee shall still pay rent and
related fees according to this Contract), and Lessor shall not be liable to
Lessee or any third party. In the event that Lessor is subject to claims by
any third party, Lessor shall have the right to recover the losses from
Lessee; where the overdue exceeds 30 days, Lessor shall have the right to
terminate the Contract. In case Lessor terminates the Contract, Lessee
shall still pay to Lessor the default penalty stipulated in Clause 16.2
below.
15.3 In case of a breach of Contract or situations not governed by the Contract
or laws and regulations, where Lessor terminates the Contract and takes
back the Leased Unit during the Lease Term (including the Renovation
Period), Lessor shall return to Lessee double amount of the Security
Deposit collected according to the provisions of the Contract, and return
to Lessee Rent and all fees paid by the Lessee but not yet incurred.
15.4 In situations not governed by the Contract or laws and regulations, Lessee
terminates the Lease without consent of Lessor during the Lease Term
(including the Renovation Period), Lessor shall have the right to retain
the Security Deposit paid by Lessee as part of the default penalty to be
paid by Lessee for breach of contract and where the Security Deposit is not
sufficient to cover the losses incurred by Lessor, Lessee shall be
responsible for the difference.
15.5 Where Lessee renovates or adds ancillary facilities in the Leased Unit
without obtaining the Lessor's written contain or the renovation or
addition of ancillary facilities exceeds the scope and requirement of the
Lessor's written consent, Lessor shall require Lessee to restore the Leased
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Unit to its original condition. Should Lessee refuse to oblige, Lessor may
restore the Leased Unit to its original condition for Lessee and the Lessee
shall bear all cost thus incurred.
15.6 Where Lessee breaches the relevant provisions of this Contract other than
provided in this Clause (including violation of the renovation provisions,
the use requirements of the Leased Unit, the rules and regulations of the
Property Management Company), Lessor shall have the right to require Lessee
to rectify and Lessee shall rectify immediately or within reasonable time
period allowed by Lessor. Should Lessee fail to rectify after being served
twice with notice by Lessor, Lessee shall pay to Lessor a default penalty
equivalent to 0.5% of the monthly rent per each day from date the third
notice is served by Lessor, until Lessee finally rectifies.
16. TERMINATION
16.1 Both Parties agree that this Contract may be terminated within the Leased
Term should any one of the following circumstances occur, and neither
Parties shall be liable to the other Party:
16.1.1 The right to use the land within the occupancy of the Leased Unit is
taken back in advance according to law;
16.1.2 The Leased Unit is expropriated according to law on public interest
or for city building needs;
16.1.3 The Leased Unit is damaged, lost or declared dilapidated;
16.2 Both Parties agree that the non-breaching Party may unilaterally terminate
this Contract in any of the following cases. In such case should Lessor
breach the Contract, Lessor shall return to Lessee in double amount the
Security Deposit. Should Lessee breach the Contract, Lessor shall have the
right to retain the Security Deposit paid by Lessee; where the breaching
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Party causes losses to the non-breaching Party and the Security Deposit is
in sufficient to cover the losses incurred by the non-breaching Party, the
breaching Party shall compensate the difference between the damage incurred
and the Security Deposit:
16.2.1 Lessor fails to deliver the Leased Unit within the specified time
limit and still fails to do so within 20 days upon notification by
Lessee;
16.2.2 The Leased Unit delivered by Lessor does not comply with the
provision of this Contract, rendering it impossible to meet the
purpose of lease, or has defects that may endanger the safety of
Lessee, and after rectification by Lessor within reasonable time
period such defect is still not eliminated;
16.2.3 The main structure of the Leased Unit is damaged due to causes
attributable to Lessee;
16.2.4 Lessee sublets the Leased Unit, transfers the tenancy of the Leased
Unit, exchanges with others their Leased Units, or permits or
tolerates others to use the Leased Unit;
16.2.5 The fees for occupancy and use of the Leased Unit during the
Renovation Period, Rent, Security Deposit, Property Management Fees or
other relevant fees payable by Lessee is more than thirty days
overdue, or Lessee has delayed payment of rent or relevant fees for
three times;
16.2.6 Lessee terminates the Lease without Lessor's consent during the
Leased Term (including the Renovation Period);
16.2.7 Lessee breaches the provisions of the Contract and fails to rectify
after being notified by Lessor in writing within the indicated time
period in the notice;
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16.2.8 Lessee is penalized by the relevant Government agencies or judicial
authorities for illegal activities that occurred within the Leased
Unit;
16.2.9 Lessee has entered bankruptcy proceedings;
16.2.10 The breaching Party has committed another breach which allows the
non-breaching Party to terminate the Contract according to law.
16.3 In case of early termination for any reason or expiration of the Contract,
Lessor and Lessee shall sign a Lease Termination Agreement regarding
termination and related matters. The Lease Termination Agreement shall not
be subject to the expiration of validity of this Contract.
17. FORCE MAJEURE
17.1 Under this Clause, force majeure shall include the following events that
have occurred only within the location of this Building: earthquake,
landslide, subsidence, flood, typhoon and other natural disasters; fire and
explosion not caused by Lessor or Lessee; war, social unrest or
instability, changes in laws, administrative regulations, and policies; and
expropriation or confiscation by government.
17.2 In the event that either Party is unable to perform its obligations under
this Contract due to force majeure, such contractual obligations shall be
suspended during the continuance of such force majeure, with the time for
performance to be extended automatically for an equal duration thereof, and
neither Party shall be held liable for breach of contract. However, where
an event of force majeure occurred after a Party's delay in performance,
such Party shall not exempted from liability for breach of contract.
17.3 In the event of force majeure, the Parties shall consult with each other
promptly, as to seek a fair solution to it, and take all reasonable
measures to reduce the effect of such force majeure to a minimum.
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17.4 Should any part of the Leased Unit become severely damaged due to force
majeure so that Lessee is unable to continue its normal use of the Leased
Unit, the Parties shall consult with each other to determine whether this
Contract shall continue in effect. If Lessee is unable to resume operations
within 14 days after the occurrence of a force majeure event, and the
Parties are unable to reach an Contract, then either Party shall have the
right to terminate this Contract. If this Contract is terminated for the
above reason, neither Party shall be held liable for breach of contract.
18. GOVERNING LAW AND RESOLUTION OF DISPUTES
18.1 The execution, effectiveness, construction of this Contract and the
resolution of disputes shall be governed by the laws of People's Republic
of China.
18.2 Any dispute with respect to the performance of this Contract or any dispute
relating to this Contract shall be settled by the Parties through friendly
negotiation. If negotiation fails, either Party shall have the right to
resort to legal proceedings at a People's Court that has jurisdiction over
the location of this Building.
18.3 Pending resolution of any dispute, except for the matters under dispute,
the Parties shall continue to perform their respective obligations under
this Contract.
19. MISCELLANEOUS
19.1 Lessee acknowledges and agrees that, unless any of the following
circumstances is directly caused by the fault of Lessor, as long as Lessor
or the Property Management Company has obtained acceptance and annual
compliance certification for the facilities, equipments, and devices it
provided in accordance with the relevant state laws and regulations or has
fulfilled its obligation under this Contract to undertake reasonable
inspection, repair, maintenance, and management of, and make payment for
such facilities, equipments, devices provided, Lessor shall not be held
responsible to Lessee or any other person under any of the following
circumstances:
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19.1.1 If, due to causes which are directly attributable to Lessor, Lessor
shall compensate Lessee for direct economic loss sustained by Lessee
as a result of any loss or damage to person or property sustained by
Lessee or any other person caused by any of the following events that
occurs in any portion of this Building or within the Leased Unit: any
defect or malfunction of elevators, escalators, fire equipment,
security equipment, air conditioning equipment or other equipments;
failure, malfunction, or suspension of electricity, water, gas,
telephone or any other utility supply; leakage of water, smoke, fire,
or any other substance; rats, termites, cockroaches or other pests; or
explosion, theft, or robbery.
19.1.2 If at any time, not due to causes which are attributable to Lessor,
there is any failure or suspension of, or any interruption in, the
supply of water (if any), electricity, gas (if any), air conditioning
or any public facility of this Building ceases to operate, Lessor
shall not be liable to Lessee for compensation or reduction in rent,
management fees, or other charges. Lessor provides this Building or
the Leased Unit with security personnel, management, mechanical device
of any nature, and electronic anti-theft system (if any), but Lessor
shall not be responsible for the security and safekeeping of the
Leased Unit or the property therein, unless otherwise stipulated in
this Contract. Unless caused by Lessor's gross negligence, Lessee
shall be responsible for the Leased Unit and the property therein at
any time.
19.2 The Parties acknowledge and agree that, in the event that one or several of
the provisions of this Contract are found to be invalid, illegal or
unenforceable in accordance with any laws or regulations, the validity,
legality or enforceability of the remaining provisions of this Contract
shall not be affected.
19.3 Prior to signing of this Contract, Lessee shall provide to Lessor a copy of
its original business license, organization code certificate, tax
registration certificate as well as other qualification certificates (with
official seal). In the event that Lessee relocates or sets up a company or
a branch/representative office on the Leased Unit, or after annual
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inspection of certificates of Lessee and its branch/representative office
by the competent authorities or changes of such certificates, Lessee shall
provide to Lessor the latest certificates within 15 days.
19.4 The Parties acknowledge and agree that, in the event that this Contract is
translated into other languages and there is any conflict between the
Chinese version and other language versions, the Chinese version shall
prevail. The other language versions are only for reference.
19.5 Any document or notice required to be given to the other Party pursuant to
this Contract shall be made in writing and delivered to the address of such
Party set forth in this Contract, or the address of the Leased Unit (only
if the recipient is Lessee and Lessee has taken occupancy of the Leased
Unit). Notices given by registered mail or notices of change of address for
notices given by registered mail shall be deemed given three business days
after the date of delivery. Notices given by courier service shall be
deemed given on the date of delivery. Prior to receipt of notice of change
of address given by the other Party, such Party's previous address shall
remain valid.
19.6 This Contract constitutes the entire Contract between Lessor and Lessee
with respect to the subject matter of this Contract and supersedes all
prior oral or written Contracts between them on such subject matter. The
Parties have given full consideration of all provisions of this Contract,
including but not limited to liability exemption clauses. The Parties have
mutually agreed to execute this Contract upon the terms set forth above.
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PART III ATTACHMENTS
Attachment 1: Leased Unit Floor Plan
Attachment 2: Return Terms and Conditions
Attachment 3: China Central Place Office Building Fee Standards
Attachment 2: Return Terms and Conditions
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Return Terms and Conditions
Item Standard Notes
---- -------- -----
Flat Shape Flat Shape Regular
Depth 10-12 meters
Spacing and Spacing of 9 meters; space is
Modulus divided by modulus of 3 meters
Ceiling Ceiling Height 2.7 meters
Ceiling Quality materials 1. Equipped with embedded
Construction lighting, wind outlet,
sprinkler system, smoke
detectors and other fire
safety equipment
Mechanical and electrical 2. Mineral wool board
equipment system belt and material provided for
demountable ceiling office area
3. Ceiling installation
for public corridors
complete
4. Plaster ceiling
installation between
walls and windows
complete
Floor Raised Floor Installation complete O A floor height = 8 - 10
centimeters
Raised floor includes
standard outlet box (box
does not include strong,
weak socket)
Wiring System End point laid by Lessee
with Floor
Floor Load
Capacity 200 Kg/m(2)
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Wall Wall Decoration Latex paint Curtain boxes and curtains
Construction Material installation complete
Notes: Lessee shall return the Leased Unit to Lessor in accordance with the
above conditions and bear the relevant cost.
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