NEW AGE PUBLICATIONS, INC.
Subic/ Xxxx. 0000 Xxxxx Xxxxx, Xxxxx Xxx Xxxxxxxx Xxxx, Xxxxxxxxxxx 2200
Xxxxx/Bldg. PTI-07, 1961" Area, Philexcel Compound, Xxxxx Special Economic Zone
Pampanga, Philippines
SUBSCRIBER'S AGREEMENT
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This agreement made and entered into by and between:
NEW AGE PUBLICATIONS, INC., holding office at the above addresses and
hereinafter referred to as he "COMPANY";
and
TORQUAY ASSOCIATES LTD., with main office at 00/0 Xxxxxxxxx 00
Xxxx,Xxxxxxxxx, Xxxxxxxxx, Xxxxxxx 10 110 Thailand, hereinafter referred to as
the "SUBSCRIBER";
THE PARTIES AGREE AS FOLLOWS:
Section 1. SERVICES - The COMPANY shall provide to the SUBSCRIBER the
following facilities and services:
1.1 The use of Five Hundred Forty (540) square meters of office space, no
part of which is to be separately guarded, restricted or closed to the
COMPANY'S employees who may utilize shared portions of the space, more
particularly described in a map attached and made an integral part
hereof as Annex "A";
1.2 Availment of equipment and services necessary for the SUBSCRIBER'S day
to day operations, in particular the provision of furniture,
telecommunications, computers and peripherals, and mailing services,
more particularly described in a list attached and made an integral
part hereof as Annex "B";
1.3 Housing and transportation for the SUBSCRIBER'S employees, more
particularly described in a list attached and made an integral part
hereof an Annex "C";
1.4 The production of printed materials and the use of letter shop
facilities at cost price;
1.5 The use and direction of any of the COMPANY's designated client liason
employees or contractors for the coordination of printing, mailing,
facilities maintenance and accounting;
1.6 The use of telephone and Internet facilities, utilities, and access to
courier and mailing services, etc. for which the COMPANY will invoice
SUBSCRIBER for its portion of such services paid by the COMPANY on
behalf of SUBSCRIBER upon approval of breakdown by SUBSCRIBER; and
1.7 Assistance in hiring new personnel to work in the premises on a
permanent or contract basis.
Section 2. TERM - The subscription period shall commence on 30 June, 1998
and shall expire on June 30, 2003.
Section 3. FEES - The monthly fee shall be US DOLLARS TWENTY THOUSAND
($20,000) ONLY, payable monthly in advance for the entire term of this
agreement.
The COMPANY is a Non VAT registered corporation. Consequently, invoices in
connection with this agreement and all services provided hereunder shall be
billed exclusive of VAT.
Section 4. USE OF PREMISES - The SUBSCRIBER shall strictly adhere to the
following:
4.1 Use the facilities and services of the COMPANY only for moral and
lawful purposes;
4.2 Use its best efforts to property use and maintain the premises and
property in the premises;
4.3 Notify the COMPANY of any breakdown of any equipment in the premises;
4.4 At the end of the contract period, return the premises to the COMPANY
in the same condition as when the occupancy of the SUBSCRIBER began,
ordinary wear and tear excepted;
4.5 Be responsible for all damages on the premises, facilities and housing
(excluding damages resulting from or caused by an Act of God )
Section 5. SUBLEASE - Without prior written consent of the COMPANY, the
SUBSCRIBER may not sublease, lend, transfer or in any other way take the whole
or a part of the premises for use by a third party.
Section 6. FREE AND HARMLESS The SUBSCRIBER shall have sole and exclusive
responsibility for all acts and omissions of its employees and employees of its
clients using the premises. The SUBSCRIBER shall hold the COMPANY free and
harmless from all claims by its employees or third parties arising from acts and
omissions of the SUBSCRIBER and/or its employees. Furthermore, the SUBSCRIBER
shall reimburse the COMPANY for all expenses and costs which the COMPANY may be
required to pay resulting from all acts and omissions of SUBSCRIBER and/or its
employees and/or guests.
Section 7. CANCELLATION - The SUBSCRIBER may terminate this agreement at
any time during the period of the contract by providing seven (7) days prior
written notice,
Section 8. TERMINATION - In the event the SUBSCRIBER fails to comply with
any or all of the terms of this agreement or fails to make payment of the
monthly fee on due date, the COMPANY may terminate this agreement without prior
written notice.
Section 9. AMENDMENT - This agreement may not be amended without the
written consent of the parties.
Section 10. GOVERNING LAW - This Agreement shall be governed by and
construed in accordance with the laws of the Republic of the Philippines.
Section 11. EFFECTIVITY - This Agreement shall take effect upon the signing
of both parties. The parties hereto will execute this Agreement in duplicate.
IN WITNESS WHEREOF, the parties have here unto set their hands in Xxxxx
Special Economic Zone, Pampanga Philippines this day 30 June 1998.
NEW AGE PUBLICATIONS, INC. TORQUAY ASSOCIATES LTD.
By: /S/ Xxxx Xxxxxxxxx By: /S/ Xx. XXXXXXX XXXXXXX
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XXXX XXXXXXXXX Xx. XXXXXXX XXXXXXX
President SENIOER Vice-President
IN THE PRESENCE OF
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ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
) SS.
BEFORE ME, a Notary Public, for and in the City of this day of personally
appeared with Passport No. issued on _______ at the City of_______ and with
Passport No.issued on _______ at the City of ______________ known to me and to
me known to bee the same persons who executed the foregoing Subscriber's
Agreement consisting of four (4) pages including the page on which this
Acknowledgment is written and signed by the affiants and acknowledged to me that
the same are their free and voluntary acts and deeds.
WITNESS MY HAND AND SEAL on the date and at the place first above-written.
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