EXHIBIT 10.18
XXXX XXXX INTERNATIONAL COMMERCIAL COMPLEX LEASE AGREEMENT
Lessor: Xxx Xxxx Real Estate (Shanghai) Co., Ltd.
(HEREAFTER called "KY")
Address: Xx. 000 Xxxx Xxx Xxx Xx., Xx Xxx Xxxxxxxx, Xxxxxxxx
Tel. No.: 00-00-00000000
Lessee: (To be Named)
__________________________________________________
(HEREAFTER called "DVS"??)
Company
Registration
No.: __________________________________________________
Contact Person: ______________________________
Sex: ______________________________
Identity No./
Passport No.: __________________________________________________
Company
Registered
Address: __________________________________________________
Contact
Phone No.: __________________________________________________
Both parties agreed to be bound by the following lease terms and
conditions for the rental of Xxx Xxxx International Commercial Complex
(HEREAFTER called "The Complex"):
1. Location of The Complex
No. 798 Xxxx Xxx Pin Rd., Xx Xxx District, Shanghai
Rental Area
"KY" agrees to lease one of the units of the complex to "DVS", the exact
Location, Space and Fixture etc. will be per Appendix A-1.
The Unit
Fourth Floor, Room 2, Unit B, 386.61 Square Meters
------ - - ------
Exclude common area of 85.76 Square Meters
See Appendix A-2
Parking Space: Xxxxxxxx 0, Xx. , Xxxxx 0 xxxx.
- -- -
0. Rental Purpose
Strictly restricted for office use only. No other commercial activities
are allowed.
3. Length of Lease
3.1 The lease should commence from August 1, 1996 and expire on July 31,
-------------- --------
1998.
----
3.2 The leased unit is one of the "KY" development's unsold units, "KY"
reserves the right of sales to a third party (The Buyer), in case the
sales of the unit to "The Buyer" occurred during the lease period, "KY"
will guarantee that the master lease agreement which "KY" and "DVS"
enter into will also be binding on "The Buyer". "The Buyer" will have
to continue the lease agreement until its expiration. "DVS" will have
to sign a fresh lease agreement with "The Buyer" on the same terms and
condition per master lease.
3.3 In case where either party to the contract wishes to extend the rental
period, must do so in three months before the lease expired, and enter
into new lease agreement under terms and conditions agreed upon by both
parties.
4. Rents
4.1 Rental charge is US$12,000 per month for the unit and parking charge of
---------
US$200 per month, total monthly rental charge therefore equal to
------
US$12,200 per month including the parking charge. If in any case that
---------
the lease is quit before the end of the month, full rental must be
paid.
4.2 Thirty days free rental period commence from July 1, 1996 to July 31,
------ ------------ --------
1996. During this period, "DVS" has the right to access the unit to
----
carry out such activities like renovation work, furnishing, etc.
However, any utilities incurred during this period, like water and
power consumption must be paid by "DVS". "DVS" enjoy the same free
parking charge for the same period.
5. Rental Deposit
5.1 In order to ensure proper execution of the lease agreement, "DVS" is
required to pay rental deposit equivalent to three months rental which
is equal to US$36,600 (including parking).
---------
5.1A At the time of signing the first letter of intent, "DVS" has to
pay an agreed amount of initial deposit of US$X and "DVS" must
----
pay the full amount of rental deposit before July 1, 1996 to
"KY".
5.1B Terms canceled.
5.2 Rental deposit does not earn interest.
5.3 During the period of the lease agreement, "DVS" has no right to use
rental deposit for rental payment and other related expense.
5.4 When the lease agreement terminates, "DVS" is obliged to empty the unit
and settle whatever related expense in order to bring the unit into
its original condition. "KY" after the satisfaction of the unit
inspection must pay back the full rental deposit to "DVS" within a
period of fourteen days.
5.5 "DVS" has no right to transfer the rental deposit to the third party or
pledge the rental deposit or other guarantees.
6. Payment Method
6.1 Rental Payment: Three months advanced rental payment is required for
each payment by way of post dated checks with each check dated for each
rental month.
6.2 "DVS" should deposit the checks into the bank and account number either
in US Dollars or RMB account nominated by "KY". For instance, Rental
deposit paid in RMB, the rate of exchange must follow the day's rate
issued by "The National Foreign Exchange Control Board".
6.3 In case of late rental payment, "KY" has the right to impose a late
payment rate of 0.5% for every day of delay. Late payment exceed sixty
days, it is treated as automatic termination of the lease by "DVS".
"KY" has the right to execute termination of the lease. "DVS" must
leave the premises without cause and to pay all other rental in arrears
together with any other expense related to the lease and any other
expense incurred by "KY" in relation thereto. If necessary, "KY" has
the right to retain the rental deposit and execute the Term Sixteen
under this lease agreement.
7. Other Rental Related Expenses:
7.1 Management fee is US$464 per month. (Management fee is to be paid to
New Shanghai International Property Management Company.) Payable every
three months in advance. In case of delay payment, there will be late
payment of 0.5% for every day overdue. When rent is quit before the end
of the month, the management fee is to be paid in full.
7.2 "DVS" is responsible for power consumption based on the actual meter
reading, payment method follow Term No. 6.
7.3 "KY" will provide Five telephone lines, telephone system and
installation is the responsibility of "DVS". There will be a rental
deposit of RMB10,000 for every telephone line. This payment should be
paid ten days before the commencement of lease agreement. At the
expiration of lease, if "DVS" decided to discontinue the rental, "KY"
will pay back the telephone line deposit without interest within
fourteen days after the inspection. "DVS" has to pay for each telephone
line maintenance fee of RMB50 each line 10 days before the beginning of
each month. The total telephone management fee equal RMB250 per month.
Method of payment follow Term No. 6.
7.4 "DVS" actual usage of telephone and fax should be based on the meter
reading by the telecommunication authority. Method of payment follows
Term No. 5. If "DVS" delay payment, telecommunication authority has the
right to impose a 50% penalty.
7.5 Cleaning of the rental premises is the responsibility of "DVS", but
"DVS" can request "KY" to handle with a fee charged to "DVS".
8. "KY" Rights and Legal Responsibilities
8.1 "KY" has no right to take back the premises without rightful cause
within the lease period. If "KY" wish to take back premises, "DVS" has
the right to reject.
8.2 "KY" will have to maintain the complex regularly.
8.3 "KY" will have to ensure the safety and security of the complex.
8.4 "KY" has to provide satisfactory service.
8.5 "KY" has the authority to organize exhibition activities or product
promotion activities but must do it not at the expense or inconvenience
of "DVS" normal business operations.
8.6 "KY" and KY's maintenance staff in the process of carrying out building
maintenance work, hygienic, theft alarm system, fire alarm system,
rescue requirement or other property management needs may be given
advance notice to enter "DVS" units to carry out above maintenance. If
necessary, "KY" may execute reasonable action but in time of emergency,
"KY" may have to take immediate action without notice being given. But
"DVS" should be informed after the occurrence of the events.
8.7 "DVS" must prepare to provide maximum assistance and cooperation to
"KY" for carrying out Term No. 8.6.
9. "KY" is not responsible for
9.1 Any damage to the complex, "DVS" premises or its contents due to
earthquake, flood, or fire and theft not due to KY's lack of security
or safety measure.
9.2 If "DVS" damages are the result of misbehavior actions by the other
units, "KY" is also not responsible.
10. "DVS" Legal Rights and Responsibilities
10.1 "DVS" must utilize the rental premises and common area with due
diligence.
10.2 "DVS" must not do the following within "The Complex"
10.2A To take in any excessive weight, flammable, explosive, corrosive
materials or other materials which will endanger the public
safety into the complex and prohibits "DVS" from any other action
which will endanger the public safety.
10.2B Prohibit from staying in the office or keeping animals which will
have the impact of obstructing the execution of building
management activities.
10.2C Prohibit from any action which will jeopardize "KY" complex or
other units property.
10.3 "DVS" also prohibited from the following behaviors:
10.3A Transfer of lease or use it as a pledge
10.3B Transfer the resources of the lease unit to third parties or
allow third parties to use the resources of the lease unit.
10.3C Share the lease unit resources with third parties without the
consent from "KY" office.
10.4 Whenever "DVS" detects any fixture or other equipment which require
repairs, "DVS" should inform "KY" management office.
10.5 "KY" is responsible for the maintenace of 10.4 above, but if the
defect is due to the act of "DVS", then "DVS" should be responsible
for its cost of repairs.
10.6 Any furniture and fixture or equipment belongs to "DVS", "DVS" is
responsible for its repairs.
10.7 If "DVS" wish to do any structural alteration or rearranging the
original layout or installing signboards, etc. must obtain "KY's"
approval in writing before any action is carried out. All cost of
carrying such alteration is the responsibility of "DVS".
10.8 "DVS" must always keep in touch with "KY" in the process of carrying
out any of those engineering or construction work. And for any major
construction each individual consent from "KY's" is required.
10.9 Any actions either intentionally or carelessly committed relating to
the job carried out by "DVS" employees, subcontractors or other related
parties which have caused damage to KY's property or other units or
third parties is the sole responsibility of "DVS".
11. Xxxxxxxx
00.0 Xxxxxxxx X (Xxxx Xxxx International Commercial Complex Management
Agreement) to lease agreement, is legally enforceable as per the lease
agreement.
11.2 "DVS" and all its employees, subcontractors must follow the terms and
conditions of the appendix.
12. Rights of Notice
12.1 Any notice by both parties must be in writing.
12.2 Any changes of contact person, Registration No., Registration address,
etc., "DVS" has the duty to inform "KY" immediately.
13. Lawful Enforcement of the lease agreement:
In the events of natural disasters or other un-defeasible events which
cause the collapse of the complex or partial collapse or distraction thus
resulting in "DVS" units being un-operational. This lease agreement is
automatically void without any compensation.
14. Forced termination of lease agreement by "KY"
"KY" has the right to terminate the lease agreement and reserve the right
for compensation without notifying "DVS". If "DVS" is in breach of the
following conditions:
14.1 Default in payment of rental and others for more than two months.
14.2 The usage of the leased unit is ultra xxxxx Term No. 2 of the lease
agreement.
14.3 Has caused obvious obstruction to the normal operation of other units.
14.4 Leave the leased unit empty for more than six months without written
notice to "KY" office.
14.5 If "DVS" has been ordered to close for investigation by the
authorities, or fined for illegal activities or declared bankrupt,
enter into agreement with creditors or unable to pay debts or being
managed by court order.
15. Mutual agreement to terminate the contract
15.1 During the lease period, "DVS" has no right to terminate the agreement.
Unless written notice is given to "KY" and approval is obtained from
"KY" office. In such case, "DVS" rental deposit will be forfeited.
15.2 After the signing of the lease agreement and before the lease
commenced, if the request of "DVS" to terminate the lease agreement,
"DVS" must pay the three months rental deposit as a penalty.
16. Return of the lease units
16.1 When the lease expired, "DVS" must clean up the unit, including
renovation work and return the lease unit to its original condition
which must be certified and approved by "KY" office, all such related
expense is to be paid by "DVS".
16.2 After the lease unit return to the "KY" office, any material, etc.,
remain in the unit is at the free exposure of "KY" office.
16.3 From the lease expired date, if "DVS" is unable to return the lease
unit on time, "DVS" is to be fully liable to compensate all the
consequential losses incurred by "KY".
17. Arbitration is null and void.
This lease agreement is based on "KY" and "DVS" mutual agreement as to its
terms, principle, and will to execute them in the most honorable way.
18. Dispute and resolution tribunal
Any dispute arising from the honest execution of this lease agreement, will
have to be resolved through mutual agreement, if both parties cannot resolve
the dispute, then the issue should be referred to "The Chinese International
Economic and Trade Dispute Committee, Shanghai Branch" which will
decide the case by reference to the "Chinese International Economic and
Trade Dispute Tribunal Law."
19. Enforcement of lease agreement
This lease agreement is subject to the law governed by "The People's
Republic of China".
20. Others
20.1 Any matter not included in this agreement must be resolved by mutual
agreement between "KY" and "DVS".
20.2 This lease agreement is based only on Chinese version as final legally
enforceable agreement.
20.3 This lawful agreement is effective from the date both parties signed in
duplicate. Each party will get one copy.
KY: Xxxx Xxxx Real Estate Development (Shanghai) Co., Ltd.
Name:
Representative: Chan, Xxxx Xxx
Position:
DVS:
Name: Xxxxxxxxxxx Xx
Representative:
Position: General manager
KY's Bank and Account Detail:
Xxxx Xxxx Real Estate Development (Shanghai) Co., Ltd.
Bank of Communication, Shanghai Branch
Address: Xx. 000, Xxxx Xxx Xxxxx Xx., Xxxxxxxx
US$ account No.: 03004K01142014025411817
RMB account No.: 666100121009386
Date of this agreement: July 17, 1996
