Exhibit 10.18 Office Services Agreement between us and The Centre for Premier
Suites and Business Services, Inc.
OFFICE SERVICES AGREEMENT
This is the office services agreement ("Services Agreement") between the
undersigned client(s) ("Client") whose name(s) and address are included below
the Client's signature and The Centre for Premier Suites and Business Services,
Inc. ("The Centre") whose name and address appear below The Centre's signatures,
which covers the Services Agreement described in the basic package description
on the reverse side of this Services Agreement. THIS SERVICES AGREEMENT IS NOT A
LEASE OR A RENTAL AGREEMENT. CLIENT MAY NOT SUBLEASE, ASSIGN OR ENCUMBER THE
OFFICE USED FOR ANY REASON. Client initials __
1. BASIC OBLIGATIONS AND UNDERSTANDINGS
A. Contract Terms. The Services Agreement becomes effective on November 10,
2003. Should the beginning date not be the first of the month, then the Contract
Charges will be pro-rated for that initial, partial month, but the Services
Agreement term will be calculated from the first day of the following month.
This Services Agreement is for a term of 6 full calendar months ending on May
31, 2004.
B. Monthly Contract Charges. Client will pay to The Centre $1895.00 per month
for 6 months (totaling $11,370.00) "Contract Charges," for the included services
set out below. The Contract Charges are payable monthly, in advance, and are due
on the first day of each month without notice by The Centre.
C. Late Charges and NSF Charges. Should The Centre not receive the monthly
payments due by the fifth (5th) day of the month in which such fee(s) are due
and payable, Client shall pay to The Centre a late charge of ten percent (10%)
of the amount which is past due or $25, whichever is greater.
Client also agrees to pay when billed a Service Charge of $25 for any check,
instrument or electronic funds transfer debt which is returned to The
Centreunpaid for any reason, including but not limited to non-sufficient funds.
D. Waiver of Rights. Acceptance by The Centre of a late payment of Contract
Charges from Client shall not constitute nor be deemed a waiver of The Centre's
right to demand any late charges due and owing or to declare a default pursuant
to the terms of this Services Agreement.
E. Use of Office. During the term of this Services Agreement, Client may have
the exclusive use of Office Number 25/26/27 located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇/▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Client shall use its office(s) and all
related facilities only and exclusively as a business office. Client shall not
conduct or cause to be conducted any illegal activities or engage in any illegal
behavior.
F. Damage, Loss or Danger to The Centre. Client shall not use its office or the
related facilities, to store or use anything which may result in or create a
fire hazard, theft hazard, safety hazard, cause excessive noise, create an
unwanted smell or odor, use above normal amounts of electricity, create a
nuisance, cause an increase in The Centre's insurance premiums or cause the
cancellation of The Centre's insurance policies, or offend The Centre or any of
its employees or other clients. (SEE para. 1.T. below, also)
G. Multiple Occupancy Usage. It is understood and agreed that the aforesaid
Contract Charges are based on the use of Office Number 25/26/27 for one
person(s) only, unless agreed to in writing The Centre. client will be billed an
additional Contract Charge of 25% of the total monthly contract charges per
month set forth in this Services Agreement for any additional person(s) who is
determined by The Centre to be utilizing said office on a continuing basis
(other than client), without prior written consent.
H. Cleaning Fee(s). Should this Services Agreement be for a term of less than
twelve (12) months, Client shall pay a Cleaning Fee equal to $125 to cover the
cost of carpet cleaning and repainting of the office as outlined in this
Services Agreement.
I. Office Inspection and Entry. The Centre, landlord and building management and
security have the right to enter said office (without prior written permission
from Client) for the purposes of maintenance, safety, cleaning, showing the
office to prospective clients and in the course of providing services requested
by the Client, including entry by a master pass key. Whenever possible, Client
will be provided notice and given the opportunity to grant permission.
J. Non-smoking/Drug-Free Offices. The Centre supports a smoke free and drug free
working environment. Client shall not smoke nor permit any smoking in any part
of The Centre or the office building that is not designated as a "smoking area."
K. Office Relocation. The Centre may relocate the Client, at The Centre's sole
discretion, to another office on the same floor, and such office shall be of
similar size and exhibit similar amenities as the office from which the Client
was relocated. In the event of such relocation, The Centre shall provide Client
with thirty (30) days advance notice, and will reimburse Client all reasonable
costs incurred by Client for such move, not to exceed $N/A.
In the event such notice is to comply with The Centre's landlord to relocate The
Centre, Client will be notified by The Centre within 48 (business) hours of
receipt of such notice by The Centre and be provided all pertinent relocation
information soon thereafter but no less than thirty (30) days prior to
relocation.
L. Alterations to Office. Client will not make any alterations to its office
unless it obtains prior written approval from The Centre who must request such
alterations be approved by The Centre's landlord. Approval may be conditioned
on: a) agreement that improvements will remain the property of The Centre, even
at the termination of this Services Agreement; b) Client making a deposit; c)
agreement by Client to return the office to its original condition upon
vacating or d) any or all of the above.
M. Use of Personal Office Equipment. Other than a personal computer, desktop
printer or small desktop equipment, Client will not bring any office equipment
onto the premises without prior written consent from The Centre.
N. Use of Competing Business Services. Client acknowledges and understands that
in order for both the Client and The Centre to be successful and a continuing
business, Client will not cause to bring in any secretarial or support personnel
of Client's to use or work within the office space desigated for Client, whether
full or part time or volunteer, during normal business hours or after hours,
without advance written approval from The Centre.
O. Solicitation of The Centre Employees. Client acknowledges and agrees that
recruiting, hiring and training employees can be time-consuming and expensive.
During the term of this Services Agreement and continuing for a period of one
(1) year after the termination of this Services Agreement, Client shall not
recruit nor hire any current employee of The Centre or any person who has been
employee of The Centre during the term of this Services Agreement. Should the
Client violate the provisions of this paragraph, Client agrees to pay The Centre
an employment fee equal to 20% of the hired employee's gross wages with The
Centre plus benefits (calculated at current rate for replacement of employee.)
P. Retainer Fee. Client shall pay an amount equal to one month's Contract
Charges as set forth in this Services Agreement payable in advance by Client to
The Centre at the time on initial execution of this Services Agreement.
Q. Early Termination. Should Client vacate aforesaid office prior to expiration
of this Services Agreement, or if Client commits an event of default, or if this
Services Agreement is terminated in any manner prior to its expiration date
without written consent of The Centre, then, in such event, the retainer fee
shall have been forfeited by Client to The Centre and applied, in whole or in
part, toward damages incurred by The Centre as a result of such early
termination, expiration or default. This retainer is not considered a part of
the first or last month's Contract Charges without the expressed written consent
of The Centre, such permission not to be unreasonably withheld.
R. Default. Client will be in default under this Services Agreement if:
1) Any information in my Contract Application is false or misleading;
2) Client fails to make any payments when due;
3) Client fails to keep any other stipulations as outlined in this Services
Agreement;
4) Client assigns any of Client's rights under this Services Agreement;
5) Client or any guarantor of Client's obligations make assignments for benefit
of creditors, become the subject of any insolvency or bankruptcy proceeding,
become dissolved, become incompetent or die.
S. Remedies for Default. The Centre may do any or all of the following without
giving the Client advance notice, other than any notice which may be required by
applicable law:
1) Immediately take any reasonable measures designed either to correct the
default or to save The Centre from loss, in which case Client will pay The
Centre immediately for the costs and expenses incurred, for example if Client
should cause damage, loss or danger as outlined in paragraph 1.F. above and
The Centre incurs additional expenses to cure such default, Client will pay
The Centre upon request the amount due;
2) Immediately take possession of the office and all property in Client's office
or stored for Client, pursuant to the provisions of this Services Agreement;
3) Immediately terminate this Services Agreement and cease providing Client with
any and all services;
4) Declare that Client's termination liability be accelarated and Client agrees
to pay all sums of this Services Agreement immediately;
5) Deny access to the office by Client and deny any use of any of the services,
including but not limited to, disconnection of all telecommunications lines
(see para. 2.B.8 below, also);
6) Apply the retainer fee to any amounts Client owes; and
7) Pursue any other remedy permitted by law.
To the extent permitted by applicable law, Client agrees to pay for any other
reasonable cost incurred by The Centre as a result of the default, including
but not limited to interest on any unpaid balances, all damages, repairs,
including but not limited to "rekeying" office), storage, collection and legal
costs, including reasonable attorney's fees and court costs.
T. Indemnity, Liens and Claims. Client agrees that no liens, encumbrances or
claims will be made on this Services Agreement, The Centre and its facilities
and said Client office(s) to anyone. Client will hold The Centre harmless and
indemnify The Centre for all liability, loss and expenses arising from the use,
condition or ownership of any property or equipment on premises, including but
not limited to The Centre's facilities, building facilities and the parking lot
facilities, by obtaining a general liability insurance policy, with a limit of
$1,000,000 per occurrence, and naming The Centre as additional insured. Client
will provide The Centre a certificate as proof, showing 30 day notice of
cancellation.
2. General
A. Waiver By The Centre. Client acknowledges and understands that:
1) The Centre's waiver of any default or failure to insist upon keeping of any
of the terms of this Services Agreement by the Client will not be a waiver
of any of the terms of this Services Agreement or bar The Centre's actions
on future defaults;
2) The Centre has no obligation to provide any additional services for any
reason to Client unless agreed to by both The Centre and Client;
3) The Centre can assign this Services Agreement, all amount)s) the Client owes
The Centre and all of The Centre's interests without the Client's consent;
and
4) Client has had an opportunity to read the basic obligations and terms as set
forth in this Services Agreement. Should Client later assert any ambiguities
in this Services Agreement, the ambiguities will be interpreted in favor of
The Centre.
B. Expiration of Services Agreement. Client agrees that:
1) Upon sixty (60) days prior to the expiration of this Services Agreement,
Client shall notify The Centre, in writing, Client's intention to renew or
extend this Services Agreement.
2) If Client fails to give written notice pursuant to this paragraph, The
Centre, at its sole option and discretion, may continue this Services
Agreement as a one year contract, at its current contract charges plus five
percent (5%).
3) If Client fails to vacate premises in a timely manner (by midnight of the
last day of this Services Agreement), The Centre, at its sole option and
discretion, may continue this Services Agreement as a one year contract, at
its current contract charges plus five percent (5%).
4) At the expiration or termination of this Services Agreement, Client shall
promptly vacate the premises in the same condition as when it was first
occupied by the Client, normal "wear and tear" excepted, return all keys to
The Centre and provide a forwarding address and telephone number.
5) Should Client vacate the office space designated to the Client by this
Services Agreement, or upon expiration or termination of this Services
Agreement, Client agrees to remove all personal property, including but not
limited to, files and personal office equipment within ten (10) days from
the date of such vacancy.
(THE PROVISIONS OF THIS SERVICES AGREEMENT ARE CONTINUED
ON THE REVERSE SIDE.)
Client further acknowledges and understands that in such event that said
personal property is not removed timely, then it shall be deemed abandoned by
the Client, and The Centre, at its sole discretion, may dispose of said
personal property. Client agrees to pay for any costs incurred by The Centre
to remove any of Client's personal property.
6) It is the Client's responsibility to notify all parties of Client's new
address. Mail will be forwarded by The Centre to Client at its new address
for a period of thirty (30) days, and The Centre will ▇▇▇▇ Client for any new
postage plus a $2.00 handling fee.
7) In the absence of a forwarding address and agreed arrangements as outlined
above, all mail will be marked, "Return to Sender."
8) At the expiration or termination of this Services Agreement, The Centre will
provide telephone answering services for a period of thirty (30) days at the
current services fee for answering service, for the purpose of informing
callers of Client's new telephone number. Client will have access to voice
mail and is responsible for checking it for any messages. Thereafter, and for
a period of no more than sixty (60) additional days, The Centre will record
a message in Client's voice mail box informing callers of Client's new
telephone number, and all calls will ring directly to the voice mail box 24
hours a day, at the current services fee for voice mail, and accessibility
by Client of voice mail will discontinue.
9) In the absence of any of the above or any alternative arrangement made in
writing, or in the event of unpaid account balances, The Centre will record
a message stating that the number dialed is no longer a working number.
3. CONTRACT CHARGES AND PAYMENT CALCULATIONS
The Contract Charges for Client shall include those items identified as
"Packages" below and the Client acknowledges same by Client's approval
intitials, indicated in this paragraph: (Client's initials ___.)
The Contact Charges include:
A. Basic Package
Basic Package Item No. 1. is subject to a 5% increase at the end of each
calendar year as additional basic package charges. Client's initials: ___
1. Use of Office Number 25, 26 & 27 $ 1845.60
2. Included Services (see para. 4.A) $ _______
B. Telecommunications Package
3. Main telephone number TBD $ 91.80
Use of telephone station (included above)
Use of first voice mail box (included above
4. 2 Additional telephone instruments $ 150.05
5. __ Additional voice mail boxes $ _______
6. __ Additional voice lines $ _______
7. __ Additional data lines $ _______
8. __ Calling cards $ _______
C. Furniture and Office Equipment Package
9. 1 Executive Desks $ _______
10. __ Secretarial Desks $ _______
11. 1 Credenzas $ _______
12. 4 Desk Chairs (Three Leather) One Cloth $ _______
13. __ Guests Chairs $ _______
14. 1 2-Drawer lateral files $ _______
15. __ 4-Drawer lateral files $ _______
16. __ 2-Drawer Standard File Cabinet $ _______
17. __ 4-Drawer Standard File Cabinet $ _______
18. 2 Artwork (Ship Painting & Floral) $ _______ N/C (CPS)
19. 1 Other (specify below) U-Shape Executive $ _______
Desk and Bookcase Hutch $ _______
2 Lamp; Floor Mats $ _______
Less: Agreed Discount $ (251.85)
TOTAL MONTHLY CHARGES: $ 1895.00
=========
NOTE: Contract Charges may increase as Client requests additional furniture,
equipment and/or services, and may by attached as an additional Schedule to this
Services Agreement at any time during the term of this contract.
E. Variable Charges. Charges to Client for additional business services (as
listed on the attached schedule - SUBJECT TO CHANGE WITHOUT NOTICE - will be
billed monthly and are payable ten (10) days from the date of invoice. These
variable charges are also subject to late charges as outlined in paragraph 1(C)
"Late Charges and NSF Charges."
D. Additional Services. Additional Services are available at the rates as established by The Centre from time to time and are subject to change without notice. - Client initials __
Any requests for additional services by Client will be billed to the Client by
The Centre at a rate of $50 per hour, or as set forth by The Centre (i.e. in
particular HVAC systems).
4. DEFINITIONS
A. Basic Package. The Basic Package includes the following services per office
per month (see para. 3.A.2. "Included Services.")
Weekdays from 8:30 a.m. to 4:58 p.m.:
(1) Use of lobby and front office area
(2) Daily office HVAC, lighting and equipment
(3) Telephone answering service
(4) Eight (8) hours per month of
(5) Incoming mail and package handling
(6) Daily janitorial services with all utilities as deemed appropriate by
building landlord.
Available 8 1/2 hours a day - Seven (7) days a week:
(1) Individual office use
(2) Copier and office equipment
(3) Common areas of The Centre
(4) Kitchen facilities, including appliances and equipment
(5) Free parking for Client, and visitors
B. Telecommunications Package. The Centre shall make available to client, a
telecommunications package which may consist of some combination of telephone
numbers, lines, optional features such as voice mail, long distance, calling
cards and directory listings.
All components of the telecommunications package including any telephone numbers
used by Client shall remain at all times the property of The Centre and Client
shall acquire no rights or claims of possession or ownership in such components
except as may be authorized and specified, in writing, by The Centre.
In the event that any toll fraud, or illegal use or misuse of these
telecommunications services or equipment is traceable to Client, or such fraud,
illegal use or misuse is traceable to telecommunications services and/or
equipment employed and used by Client, then in such event, Client shall
immediately pay and reimburse The Centre for all charges and costs associated
with and flowing from - whether directly or indirectly - such fraud, illegal use
or misuse. Such actions may include, but is not limited to, unauthorized use of
calling cards or telephone lines. In the event of such fraud, illegal use or
misuse occurs, The Centre may, at its sole discretion, immediately terminate
this Service Agreement, including but not limited to disconnecting any and all
telecommunications lines.
C. Furniture and Office Equipment Package. All furniture and office equipment
supplied to Client for its exclusive use shall be returned to The Centre at the
expiration of this Services Agreement in the same condition as first delivered
to Client, normal "wear and tear" excepted. Should any repairs become necessary,
The Centre will cause the repairs to be made and, if repairs are deemed to be
caused by Client's misuse, abuse or neglect, the repair charges plus $10 will be
billed to Client's account. Client shall not make any repairs to any furniture
or office equipment supplied by The Centre to Client, or cause any repairs to be
made to such furniture and equipment, except only upon the advance written
authorization and approval by The Centre.
5. OTHER PROVISIONS
A. Authorized Agent for The Centre. Until and unless written notice is provided
to the Client, persons who have authority to act on the behalf of The Centre is
its President and/or its Vice President-Chief Financial Officer.
B. Addresses of Record and Client Contact. Notices to the Client shall be sent
to the address of the office designated in this Services Agreement, unless the
Client provides notice of another address, in writing and on Client's company
stationary. Client will send all notices to The Centre at the address listed
with the signatures below.
The Client contact person is: ▇. ▇▇▇▇▇▇▇. In the event of any default,
expiration or termination of this Services Agreement, The Centre will notify the
contact person with regard to delivery of all mail, telephone messages, personal
property, etc., unless otherwise notified by the Client, in writing and on
Client's company stationary.
C. Entire Agreement. This Services Agreement and all accompanying Schedules
constitutes the entire agreement between the Client and The Centre and
supersedes all prior agreements and understandings, including all proposals,
letters of intent and similar documents.
D. Notice to Client. READ BOTH SIDES OF THIS SERVICES AGREEMENT BEFORE SIGNING
IT. CLIENT IS ENTITLED TO A COMPLETED COPY OF THIS SERVICES AGREEMENT.
WHEREAS, BOTH PARTIES HAVE READ AND RECEIVED A COMPLETED COPY OF THIS SERVICES
AGREEMENT BEFORE SIGNING BELOW AND HAVE AGREED THAT THERE ARE NO ORAL OR WRITTEN
TERMS OR CONDITIONS OTHER THAN THOSE INCLUDED IN THIS DOCUMENT.
Signed this 10th day of November, 2003 at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇ (▇▇▇▇), ▇▇ (state).
The Centre for Premier Suites and Business Services, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇/▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇.▇▇▇.▇▇▇▇ Facsimile: 770.438.6172
/s/ ▇. ▇▇▇▇▇▇▇, 11/10/03
by: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President Date
Witness/Attest
_______________________________________________
Name (print) __________________________________
_______________________________________________
Name (print) __________________________________
Date __________________________________________
Client Name: Telemetrix Inc.
Address: 1225 Sage
Telephone: ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/illegible 11-10-03
By: Date
Witness/Attest
_______________________________________________
Name (print) __________________________________
_______________________________________________
Name (print) __________________________________
Date __________________________________________
GUARANTY
The undersigned hereby unconditionally guarantees the full and timely payment
when due of all contract charges and the full performance by Client of all
obligations, terms and conditions of this Services Agreement herein. The Centre
and Client (all such obligations collectively referred to as "Client's
Liabilities"). If an event of default occurs by Client, the undersigned agrees
to pay individually any amounts which may be due from the Client or to take any
action required of the Client under this Services Agreement.
Guarantor Name: _________________________________________
Address: _________________________________________
Telephone: _________________________________________
___________________________________________ _____________
by: Date
