EXHIBIT 10.3
LEAVE & LICENCE AGREEMENT
-------------------------
THIS LEAVE & LICENCE AGREEMENT is made here at the Pearl Continental Hotel,
Lahore, on this day of January 26th, 2000.
BETWEEN
MESSRS. PAKISTAN SERVICES LIMITED, through its Director having its registered
office at Pearl Continental hotel Building, Club Road, Karachi, (hereinafter
referred to as " the Licensor"), of the One Part,
AND
M/S. Align Technology Pakistan through its Country Manager, Xxxxxxx Xxxxxxxxxxx,
having its registered office at Pavillion #44, Pearl Continental Hotel,
(hereinafter referred to as "the Licensee") of the Other Part.
WHEREAS the Licensor is the owner of Pearl Continental Hotel, Lahore,
(hereinafter referred to as "the Hotel") situated on plat of land, bearing City
Survey No. S-19-R-122, Shahrah-e-Quaid-e-Azam, Lahore.
AND WHEREAS the said Licensor for the benefit, comfort and convenience of its
guests, passengers and visitors has decided to grant licence to the Licensee for
the use and occupation of Shop No. 37-38-39-40-41-42-43-44-45-46-47-58-59-60-61-
62 & 63 measuring approx. 5413.35 square feet at Pearl Continental Hotel,
Lahore, within the hotel premises on such terms and subject to such conditions
as are given hereunder.
AND WHEREAS the Licensee is desirous of and has agreed to avail of the licence
and to being allowed the privilege of using Shop No. 37-38-39-40-41-42-43-44-45-
46-47-58-59-60-61-62 & 63 measuring approx. 5413.35 square feet on the terms and
conditions appearing here in below.
AND WHEREAS the Licensee has also expressly stated and does hereby expressly
state that Licensee in its turn has no intention, whatsoever, to become a tenant
of the said premises.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH as follows:
1. Period of Agreement:
The Licensee, under this Agreement, shall have the leave and license to use
Shop No. 37-38-39-40-41-42-43-44-45-46-47-58-59-60-61-62 & 63 measuring
5413.35 square feet, belonging to and in the possession of the Licensor,
for a period of Three (3) years i.e. from 01.01.2000 to 31.12.2002. This
agreement will further be extended for two years subject to revision of the
terms.
2. Licence fee plus amenities charges:
i) Licence Fee
The licence fee shall be at the rate of Rs. 5/= per sq. ft. per month
amounting to Rs. 27067(Rupees Twenty seven thousand sixty seven only)
per month plus Central, Provincial and local Government duties
thereon which at present is 22.5% amounting to Rs. 6090 (Rupees six
thousand & ninty only) per month for the LEAVE & LICENCE to use the
said premises. This license fee is payable in advance every month
during the validity of this agreement,
ii) Amenities Charges:
a) The amenities, being air-conditioning, heating ventilation,
electric supply and installations, chemically treated cold water
supply for drinking purposes, sanitation and telephone
installation, being in the exclusive control of the Hotel
Management, may be used by the Licensee subject to the permission
for use thereof being given the Licensor and further subject to
such terms and conditions as may be proposed by the Licensor in
this regard.
b) For the amenities provided as referred to (ii) (a) above, the
Licensee shall pay Rs. 243601 (Rupees Two Lakh forty three
thousand six hundred and one only) per month @ Rs. 45/- per sq.
ft. per month PLUS Central, Provincial & Local government duties
which at present is 22.5% amounting to Rs. 54810/= (Rupees Fifty
four thousand eight hundred and ten only) thereon. These charges
are payable in advance every month during the validity of this
agreement.
c) The telephone calls charges and electricity consumption charges
shall be paid separately by the Licensee which are not included
in 2(i) and 2(ii)(b) above. However, telephone calls from the
Hotel/s Exchange would be paid at the Hotel's prescribed rate on
daily basis while the electricity consumption charges shall be
paid in accordance with the sub-meter reading on monthly basis.
iii) Undertaking:
The Licensee hereby undertakes to pay to the Licensor in advance the
monthly licence fee as well as the monthly payment for amenities
together with Government Duties thereon referred to as 2(i) and
2(ii)(b) above respectively amounting to Rs. 3,31,568/= (Rupees Three
lakh thirty one thousand five hundred sixty eight only) for the
period of Agreement through post dated cheques.
3. Cost escalation on account of rates. duties and taxes:
That if, during the period of continuance of this Agreement, there is any
further cost escalation on account of any additional levy of the rates, duties
and taxes on the premises/arcade and /or on the utilities and amenities by the
Government-Federal/Provincial and /or the Local Bodies, the Licensee shall pay
the same to the Licensor in proportion to the area of the premises licensed to
the Licensee.
4. Validity of Licence Agreement:
This Agreement shall cease to be of any legal force or effect on 31.12.2002.
Should the Licensee desire a renewal of this Licence Agreement, a written
request to that effect may be made by the Licensee to the Licensor at least 30
days prior to the said date of 31.12.2002 whereafter the parties hereto may
agree to such renewal terms and conditions by or before the said date of expiry.
A fresh Licence Agreement shall be signed between the parties for any renewed
period *of Leave and Licence to occupy and use the said premises, which may be
granted by the Licensor to the Licensee.
5. Expiry of Licence:
In case no request for renewal is received under clause A above and/or no
Agreement is reached regarding the terms and conditions of such renewal by or
before the date of expiry of this Agreement, the Licensee shall, on the day
after the said date of expiry, or such further period as may be allowed by the
Licensor for this purpose, remove his employees and property belonging to him
and hand over the said premises to the Licensor in the same good condition in
which it was at the time of signing of this Agreement, reasonable wear and tear
expected.
6. Licensor rights and liabilities:
i) Licensor may from time to time appoint any of its officers and
employees or any other person to exercise proper control or take
necessary action for compliance of any or all the terms and
conditions of these presents and until otherwise communicated in
writing by the Licensor, the General Manager of the Hotel shall be
such person.
ii) Repair and rectification:
The Licensor shall carry out normal repairs including replacement of
electrical fittings and shall remedy any defect or leakage within a
month of the notice given by the Licensee. If the Licensor fails to
provide remedy for defects or leakage within a month, the Licensee
can utilize, at its own initiative, third party services
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to carry out the required job. The licensee needs to notify the
Licensor prior to the utilization of third-party services. If the
Licensor fails to provide remedy for defects or leakage within a
month, the Licensee does not require the approval of the Licensor to
invite the utilization of third-party services. However, the third-
party service needs to co-ordinate with the Hotel Maintenance staff
prior to the utilization of the third-party services, The Licensor
will be responsible for bearing the cost of the third-party services.
iii) Licensor's rights and liabilities:
---------------------------------
The Licensor may carry out any work to maintain, repair, alter,
reduce or extend the common areas of the center without any prior
approval/notice to the Licensor. In the event that the business
operations of the Licensee are directly adjacent to and affected by
the work to maintain, repair, alter reduce or extend the common areas
of the center, prior notice should be given to the Licensee. The
Licensor and Licensee should then co-ordinate as to how and when the
work is going to be carried out.
iv) Notice of proposed works:
------------------------
If the Licensor proposes to refurbish, redevelop or extend the center
or any part of it, and work cannot be carried out practically without
vacant possession of the premises, the Licensor may give not less
than two months' notice ("relocation notice") to the Licensee giving
details of proposed work and requiring him to move to alternative
premises in the center.
v) Offer of alternative premises:
-----------------------------
In the relocation notice, the Licensor must offer the Licensee a new
licence agreement of the alternative premises at the same licence fee
on the same terms and conditions as this, licence agreement except
that the terms of new licence, agreement will be for the remainder of
the terms of this agreement.
vi) Acceptance of termination:
-------------------------
Within one month after relocation notice is given to him, the
Licensee may give a written notice to the Licensor (Termination
Notice) in which case this agreement ends three months after the
relocation was given unless the parties agree that it is to end at
some other time. If the Licensee does not give a termination notice,
the Licensee will be taken to have accepted the offer of new licence
agreement or alternative premises unless the parties ,have agreed on
same other conditions.
vii) Lock and key:
------------
The premises shall remain in possession of the Licensor who will
always be entitled to put its own lock in the said premises but shall
give a duplicate key to the Licensee for the use of the premises by
the Licensee. The Licensor shall in no case held responsible for any
theft committed in the premises in any view of the matter whatsoever.
viii) Lien
----
The Licensor shall have a lien on all belongings and properties of
the Licensee for the time being, in or upon the premises of the
Licensor.
ix) Rights of revoking licence:
--------------------------
The Licensor reserves the rights to revoke the licence agreement in
the event of any breach of the terms and conditions of the licence
agreements by the Licensee. The Licensee will be given three-months
notice to vacate the said premises.
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7. Licensee's rights and liabilities:
i) Scope of business:
-----------------
The Licensee hereby undertakes to utilize the said premises for
carrying on the business of Computer Software Development and
Computer Image Processing in the name and style of "Align Technology
Pakistan" and/or such other business as the Licensor may, upon a
written request to that effect being made from the Licensee's side,
allow the later in writing to carry on at the said premises
considering the decorum of the Hotel.
ii) Prohibition for use of premises other than the business allowed:
---------------------------------------------------------------
The Licensee shall not use the said premises for any purpose other
than that for which the licence is granted, as aforesaid, nor shall
the Licensee use the said premises in a manner as to cause damage to
the structure or any internal or external part thereof and/or
inconvenience, annoyance or nuisance to the guests, passengers and
visitors as well as Licensor and his employees.
iii) Trading hours.
-------------
The Licensee shall observe and carry on its business on timing as
determined from time to time by the Licensor.
The Licensee must:
a) Keep the premises open for the care taking of the house.
b) Obtain the Licensor's consent before opening the premises outside
those hours.
c) Pay its share of Licensor's costs of opening and operating the
center outside those hours: and
d) Pay to the Licensor's liquidated damages of Rs. 1,000/-(Rupees
one thousand only) per working hour.
iv) Discipline:
----------
The Licensee must not do anything, which is or may cause a nuisance,
inconvenience or annoyance to the guests, passengers, visitors,
landlord and other people on the center.
The Licensee must not use any sound or light equipment which may be
hard or seen outside the premises and which, in the Licensor's
opinion, may cause a nuisance. Should the question arise as to
whether the Licensee is causing such inconvenience, annoyance or
nuisance, the matter shall be referred to the General Manager of the
Hotel whose decision shall be final and binding on the Licensee.
v) Use of common areas:
-------------------
a) The Licensee may use the common areas along with other Licensees
in the center.
b) The Licensee, his employees and staff must not use the common
areas designated for the Hotel staff.
vi) Rules:
-----
The Licensee must comply with rules. The Licensor may vary the rules
at any time, so long as they are not inconsistent with the licence
agreement.
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vii) Insurance:
---------
The Licensor shall not be liable for any accidental damage or injury
inside the said premises which may happen by reason of breakage or
want of repair of any part of the said Premises or any cause
whatsoever except if it is caused by the negligence or willful
misconduct of the Licensor, its employees or agents. The Licensee
shall indemnify the Licensor against all claims or liabilities in
respect of personal injury which may at any time or times during the
continuance of this licence, be caused in the said premises to any
guest, passenger, visitor, customer, guest & employee of the hotel,
Licensor, and / or costs incurred for defending any action or
proceedings and/or contesting, defending or securing such claims
except if it is caused by the negligence or willful misconduct of the
Licensor, -its employees or its agents. The Licensee shall produce
immediately on signing of this agreement a copy of insurance coverage
under Third Party Legal Liability Policy obtained by the Licensee. A
certificate be given by the Licensee to the Licensor in this respect.
Non submission of insurance coverage and certificate there of will
tantamount to Licensee's consent to cancel the Licence.
viii) Alteration:
----------
The Licensee shall not make any alteration in the said premises
without first obtaining the permission of the Licensor in writing.
ix) Sub-Licensing:
-------------
The Licensee shall not sub-licence the said premises or any part
thereof to anybody else under any circumstances.
x) Government dues to be paid within due date:
------------------------------------------
The Licensee shall pay in time and within due date to the appropriate
person or authority all cusses, rates, charges, fees, duties and
taxes in respect of the business conducted by the Licensee in the
said premises.
xi) Binding on Licensee's employees:
-------------------------------
Employees that are hired by the Licensee shall conform to the rules
and regulations governing the conduct of the staff of the Hotel.
xii) Prohibition for cooking and heating:
-----------------------------------
The Licensee shall not do any cooking or heating through the use of
electrical appliances, gas or oil stoves or otherwise, without the
consent of the Licensor.
xiii) Decoration:
----------
The Licensee shall decorate the premises according to the standard
and designs laid down by the Licensor, and such decoration shall not
be beyond 10% of the total wall and ceiling areas if inflammable
material like wood, straw matting polystyrene, etc. are used in
decorating the premises. All such plans to be submitted to the
Licensor for its approval.
xiv) Indemnity:
---------
The Licensee does, hereby agree to indemnify the Licensor and save it
harmless from all claims, demands, damages, costs, actions and
charges to which the Licensor may become subject or it may have to
pay or be held liable, therefore by reason of any injury to person,
reputation or property suffered or sustained by any agent, employee,
guest and passenger or visitor of the Licensor arising out of any
activity or negligence or omission of the Licensee, its agent or
employees.
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xv) Notice period for terminating the agreement:
-------------------------------------------
This agreement may be terminated by the Licensee at any time during
its validity and subsistence by giving the Licensor three month's
written notice of his intention to that effect. The provisions of
paragraph 5 above shall mutates mutandis apply to such termination of
this agreement by the Licensee. The Licensor shall refund the
unutilised portion of advance licence fee and amenities charges
received under clause 2 of this agreement after deducting three
months' notice period Licence fee, amenities charges, duties and
taxes etc. and any other amount due to Licensor under this agreement.
xvi) Compliance of legal requirements:
--------------------------------
The Licensee shall do nothing to injure the reputation of the hotel
and offend against any law, statute, rules, regulations and bye-laws
issued by the Federal, Provincial, Local, Municipal or any other
competent authority in any way or to permit or suffer to be done any
act or thing which may in any way impair the business or reputation
of the Hotel Licensor or Licensee.
xvii) Compliance of Licensor's guidelines:
-----------------------------------
The Licensee shall observe all necessary guidelines and directions
issued by the Licensor from time to time in respect of usage of the
premises and the business transacted.
8. Security Deposit: - Rs. 6,400,000/=
The Licensor may retain the security deposit up to three months after the
expiry of licence date or until the Licensee has paid all moneys due to the
Licensor and performed all his obligations under this agreement.
The Licensee agrees to and permits the Licensor to utilise the security
deposit as it may deem fit and proper for its business purposes and need
not to keep the same in a special accounts as required under Section 226 of
the Companies Ordinance, 1984.
9. Liquidated damages:
Without prejudice to any other provision of this Agreement, the Licensee
shall be liable to pay by way of liquidated damages a sum of Rs. 2,000/=
per day per shop for delay in payment of each monthly licence fee and a sum
of Rs. 400,000/= (Rupees Four Hundred Thousand only) for each month or any
part thereof for which he over stays at the said premises after the date on
which he is obliged to vacate and hand over the said premises to the
Licensor under any provision of this agreement.
The sum referred to above may be recovered by the Licensor from money(s)
due and payable to the Licensee or by encashing any performance bond/
guarantee which the Licensee may have furnished or otherwise as provided by
law.
10. Notice:
All notices required by this agreement must be in writing.
11. Method of service:
i) The Licensor may serve a notice on the Licensee:
a) Giving it to the Licensee personally.
b) Leaving it at the premises - or
c) Delivering, posting or faxing it to the Licensee business address
last known to the Licensor or, if the Licensee is a company, to
its registered office
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ii) The Licensee may serve a notice on the Licensor by delivering,
posting or faxing it to the address of the Licensor notified to the
Licensee.
12. Validity of Licensor's notice:
Any notice by the Licensor will be valid if it is: -
i) Executed under seal of the Licensor; or
ii) Signed on behalf of the Licensor by Pakistan Services Limited (the
owner of the premises).
13. Arbitration:
i) All disputes, claims, differences, etc. as to the true meaning, scope
import and/or interpretation of any provision of this Agreement and
all other matters related therewith and/or incidental thereto shall
be resolved through arbitration to be conducted in accordance with
the provisions of the Arbitration Act. 1940 as amended or its
subsequent statutory replacement.
ii) Either party desirous of invoking clause (a) above shall give written
notices to that effect to the other party and shall also state
therein the Precise issue being sought to be referred to arbitration.
The parties shall, thereafter agree upon a sole Arbitrator within a
maximum period of thirty days from the date of service of the said
notice, failing which, either party may approach a court of competent
jurisdiction for the same purpose.
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IN WITNESS WHEREOF the parties have signed this Agreement on the day and place
herein above mentioned.
LICENSOR
--------
Signed and delivered by the within named
Licensor M/s. Pakistan Services Limited ________________________________
through its Director
LICENSEE
--------
Signed and delivered by the within named
Licensor M/s. ALIGN TECHNOLOGY PAKISTAN ________________________________
through its Country Manager, Xx. Xxxxxxx
Xxxxxxxxxxx, Passport Number XX000000
WITNESSES:
1. ________________________________ 2. _______________________________
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ALIGN TECHNOLOGY PAKISTAN
[FLOWCHART OF OPERATIONS]
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SQUARE FOOTAGE MEASUREMENTS FOR ALIGN FACILITIES IN PAKISTAN
PC Facility
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Square Feet On Lease Area Of Corridor that Align Occupies Total Effective Space For Office Use
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5,413 8,063 8,063
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Bhallah House
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Covered Space Additional Space (Garden, Lawn, Driveways) Total Effective Space For Office Use
----------------------------------------------------------------------------------------------------------------------------------
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10,500 24,500 35,000 10,500
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Facility Wise Personnel Distribution
------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Align Clinical Operations Director of Information Chinese Pakistani Software Director,
Graphics Assistant Managers Orthodontics Systems Manager Software Software Quality Human
Designers Directors Instructors Engineers Assurance Resources
---------------------------------------------------------------------------------------------------------------------------------
Bhallah 229 18 1 0 0 0 0 0 0
House
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PC 239 25 1 1 1 3 7 1 1
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Total 468 43 2 1 1 3 7 1 1
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Supply Production Systems Shift Clinical Support Country Total
Manager Manager/ Administrator Managers Quality Staff Manager
Coordinator Assurance
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Bhallah 1 0 0 2 0 20 0 271
House
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PC 0 1 1 2 1 11 1 296
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Total 1 1 1 4 1 31 1 567
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