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EXHIBIT 10.1
SUBLEASE AGREEMENT
BETWEEN
SECURITY DYNAMICS TECHNOLOGIES, INC.
AND
NETDIALOG INCORPORATED
APRIL 12, 1999
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SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (hereinafter referred to as "Sublease"), entered
into as of April 12, 1999, is made by and between Security Dynamics
Technologies, Inc. (herein called "Sublandlord") and netDialog Incorporated
(herein called "Subtenant"), with reference to the following facts:
A. Pursuant to that certain Lease dated December 19, 1997 (the "Master
Lease"), Peninsula Office Park Associates ("Landlord"), as Landlord, leased to
Sublandlord, as tenant, certain space (the "Master Lease Premises") in the
Building located at 0000 Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 (the
"Building").
B. Subtenant wishes to sublease from Sublandlord, and Sublandlord wishes to
sublease to Subtenant, a portion of the third floor of the Building, as more
particularly shown on the floor plan attached hereto as EXHIBIT A (hereinafter
called the "Subleased Premises").
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged by the parties, Sublandlord and Subtenant hereby agree as follows:
1. SUBLEASE. Sublandlord hereby subleases to Subtenant and Subtenant hereby
subleases from Sublandlord for the term, at the rental, and upon all of the
conditions set forth herein, the Subleased Premises.
2. TERM.
2.1 TERM. The term of this Sublease ("Term") shall commence on May 1,
1999 (the "Commencement Date") and end on the date that is 12 months following
the Commencement Date (the "Expiration Date"), unless sooner terminated pursuant
to any provision hereof. In the event that Subtenant is not allowed occupancy of
the Subleased Premises as of May 1, 1999, Subtenant shall have the right to
terminate the Sublease by providing written notice to Sublandlord by May 4,
1999.
2.2 RIGHT OF FIRST NEGOTIATION. At any time following the third month
of the Term, Sublandlord may give written notice to Subtenant if the balance of
the third floor of the Master Lease Premises is available. In the event
Sublandlord provides such notice, Subtenant shall have a one time first right to
negotiate with Sublandlord to lease such space and extend the term of the
Sublease. Any such agreement to lease additional space and extend the term shall
remain in the parties sole discretion; provided, however, if the parties agree
on such terms to extend and lease such additional space, Subtenant shall not be
obligated to pay rent on such additional space until after the 12th month of the
Term for the initial Subleased Premises.
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3. RENT.
3.1 RENT PAYMENTS. From and after the Commencement Date, Subtenant
shall pay to Sublandlord as Base Rent for the Subleased Premises during the Term
the following sums on or before the first day of each calendar month:
PERIOD BASE RENT
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Months 1-9: $35,000 per month
Months 10-12: $40,155.50 per month
If the Term does not end on the last day of a month, the Base Rent and
Additional Rent (hereinafter defined) for that partial month shall be prorated
by multiplying the monthly Base Rent and Additional Rent by a fraction, the
numerator of which is the number of days of the partial month included in the
Term and the denominator of which is the total number of days in the full
calendar month. All Rent (hereinafter defined) shall be payable in lawful money
of the United States, by regular bank check of Subtenant, to Sublandlord at the
address stated herein or to such other persons or at such other places as
Sublandlord may designate in writing. Upon execution of this Sublease, Subtenant
shall pay the rent for the first month of the term in the amount of $35,000.
4. USE AND OCCUPANCY.
4.1 USE. The Subleased Premises shall be used and occupied for general
office use, and for no other purpose.
4.2 COMPLIANCE WITH MASTER LEASE.
(a) Subtenant agrees that it will occupy the Subleased Premises in
accordance with the terms of the Master Lease and will not suffer to be done or
omit to do any act which will result in a violation of or a default under any of
the terms and conditions of the Master Lease, including, without limitation,
surrendering possession of the Subleased Premises to Sublandlord no later than
the expiration or termination date of the Master Lease, or render Sublandlord
liable for any damage, charge or expense thereunder. Subtenant further covenants
and agrees to indemnify Sublandlord against and hold Sublandlord harmless from
any claim, demand, action, proceeding, suit, liability, loss, judgment, expense
(including attorneys fees) and damages of any kind or nature whatsoever arising
out of, by reason of, or resulting from, Subtenant's failure to perform or
observe any of the terms and conditions of the Master Lease (to the extent that
Subtenant is obligated hereby to perform such matters) or this Sublease. Any
other provision in this Sublease to the contrary notwithstanding, Subtenant
shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord
may be required to pay the Landlord arising out of a request by Subtenant for
additional Building services from Landlord (e.g. charges associated with
after-hour HVAC usage and overstandard electrical charges).
(b) Subtenant agrees that Sublandlord shall not be required to
perform any of the covenants, agreements and/or obligations of Landlord under
the Master Lease and, insofar as any of the covenants, agreements and
obligations of Sublandlord hereunder are required to be performed under the
Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that
Sublandlord shall be entitled to look to Landlord for such performance.
Sublandlord shall not be responsible for any failure or interruption, for any
reason
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whatsoever, of the services or facilities that may be appurtenant to or
supplied at the Building by Landlord or otherwise, including, without
limitation, heat, air conditioning, ventilation, life-safety, water,
electricity, elevator service and cleaning service, if any; and no failure to
furnish, or interruption of, any such services or facilities shall give rise to
any (i) abatement, diminution or reduction of Subtenant's obligations under this
Sublease, or (ii) liability on the part of Sublandlord. Notwithstanding the
foregoing, Sublandlord shall promptly take such action as may reasonably be
indicated, under the circumstances, to secure such performance upon Subtenant's
request to Sublandlord to do so and shall thereafter diligently prosecute such
performance on the part of Landlord.
5. MASTER LEASE AND SUBLEASE TERMS.
5.1 Subtenant acknowledges that Subtenant has reviewed and is familiar
with all of the terms, agreements, covenants and conditions of the Master Lease.
5.2 This Sublease is and shall be at all times subject and subordinate
to the Master Lease.
5.3 The terms, conditions and respective obligations of Sublandlord
and Subtenant to each other under this Sublease shall be the terms and
conditions of the Master Lease except for those provisions of the Master Lease
which are directly contradicted by this Sublease in which event the terms of the
Sublease document shall control over the Master Lease. Therefore, for the
purposes of this Sublease, wherever in the Master Lease the word "Landlord" is
used it shall be deemed to mean the Sublandlord herein and wherever in the
Master Lease the word "Tenant" is used it shall be deemed to mean the Subtenant
herein. The time limits contained in the Master Lease for the giving of notices,
making of demands or performing of any act, condition or covenant on the part of
the tenant thereunder, or for the exercise by the tenant thereunder of any
right, remedy or option, are changed for the purposes of incorporation herein by
reference by shortening the same in each instance by two days, so that in each
instance Subtenant shall have two days less time to observe or perform hereunder
than Sublandlord has as the tenant under the Master Lease. The time limits
contained in the Master Lease for the giving of notices, making of demands or
performing of any act, condition or covenant on the part of Landlord, or for the
exercise by Landlord of any right, remedy or option, are changed for the
purposes of incorporation herein by reference by adding fifteen (15) days in
each instance, so that in each instance Sublandlord shall have fifteen days more
to observe or perform hereunder than Landlord has under the Master Lease. Any
non-liability, release, indemnity or hold harmless provision in the Master Lease
for the benefit of Landlord that is incorporated herein by reference, shall be
deemed to inure to the benefit of Sublandlord, Landlord, and any other person
intended to be benefitted by said provision, for the purpose of incorporation by
reference in this Sublease. Any right of Landlord under the Master Lease of
access or inspection and any right of Landlord under the Master Lease to do work
in the Master Lease Premises or in the Building and any right of Landlord under
the Master Lease in respect of rules and regulations, which is incorporated
herein by reference, shall be deemed to inure to the benefit of Sublandlord,
Landlord, and any other person intended to be benefitted by said provision, for
the purpose of incorporation by reference in this Sublease.
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5.4 For the purposes of incorporation herein, the terms of the Master
Lease are subject to the following additional modifications:
(a) In all provisions of the Master Lease (under the terms thereof
and without regard to modifications thereof for purposes of incorporation into
this Sublease) requiring the approval or consent of Landlord, Subtenant shall be
required to obtain the approval or consent of both Sublandlord and Landlord
(subject to the duties assumed hereunder on the part of Sublandlord to obtain or
participate in obtaining consent from Landlord).
(b) In all provisions of the Master Lease requiring Tenant to
submit, exhibit to, supply or provide Landlord with evidence, certificates, or
any other matter or thing, Subtenant shall be required to submit, exhibit to,
supply or provide, as the case may be, the same to both Landlord and
Sublandlord. In any such instance, Sublandlord shall determine in its reasonable
good faith if such evidence, certificate or other matter or thing shall be
satisfactory.
(c) Sublandlord shall have no obligation to restore or rebuild any
portion of the Sublease Premises after any destruction or taking by eminent
domain.
(d) In all provisions of the Master Lease requiring Tenant to
designate Landlord as an additional or named insured on its insurance policy,
Subtenant shall be required to so designate Landlord and Sublandlord on its
insurance policy.
5.5 Notwithstanding the terms of Section 5.3 above, Subtenant shall
have no rights nor obligations under the following parts, Sections and Exhibits
of the Master Lease: 4, 11.2, 14.3, Exhibit B, Exhibit D and Exhibit E.
5.6 During the Term and for all periods subsequent thereto with respect
to obligations which have arisen prior to the termination of this Sublease,
Subtenant agrees to perform and comply with, for the benefit of Sublandlord and
Landlord, the obligations of Sublandlord under the Master Lease which pertains
to the Subleased Premises and/or this Sublease, except for those provisions of
the Master Lease which are directly contradicted by or in contravention of this
Sublease, in which event the terms of this Sublease document shall control over
the Master Lease. Notwithstanding the foregoing, Subtenant's financial
responsibilities hereunder shall be determined wholly by the terms and
conditions of this Sublease, and Subtenant shall not under any circumstances
become liable or responsible for meeting Sublandlord's financial or other
obligations under the Master Lease.
6. TERMINATION OF MASTER LEASE. If for any reason the term of the Master
Lease shall terminate prior to the scheduled Expiration Date, this Sublease
shall thereupon be terminated and Sublandlord shall not be liable to Subtenant
by reason thereof unless (i) Subtenant shall not then be in default hereunder
beyond any applicable notice and cure period and (ii) such termination shall
have been effected because of the breach or default of Sublandlord under the
Master Lease or by reason of the voluntary termination or surrender of the
Master Lease by Sublandlord.
7. INDEMNITY.
7.1 Subtenant shall indemnify, defend and hold harmless Sublandlord
from and against all losses, costs, damages, expenses and liabilities,
including, without limitation, reasonable attorneys' fees and disbursements,
which Sublandlord may incur or pay out (including, without limitation, to the
landlord under the Master Lease) by reason of (i) any
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accidents, damages or injuries to persons or property occurring in the Subleased
Premises (unless the same shall have been caused by Sublandlord's negligence or
wrongful act or the negligence or wrongful act of the landlord under the Master
Lease), (ii) any breach or default hereunder on Subtenant's part (provided, that
any applicable notice has been given, and any applicable cure period has expired
without cure by Subtenant), (iii) any work done after the date hereof in or to
the Subleased Premises except if done by Sublandlord or the landlord under the
Master Lease, or (iv) any act, omission or negligence on the part of Subtenant
and/or its officers, partners, employees, agents, Clients, invitees, or any
person claiming through or under Subtenant.
7.2 Sublandlord shall not be liable for personal injury or property
damage to Subtenant, its officers, agents, employees, invitees, guests, Clients,
licensees or any other person which takes place in the Sublease Premises, unless
such injury or damage is caused by or results from Sublandlord's negligence,
willful wrongdoing, or breach of the provisions of this Sublease. Any property
of Subtenant kept or stored in the Sublease Premises shall be kept or stored at
the sole risk of Subtenant.
8. CONSENTS.
8.1 Under the Master Lease, Sublandlord must obtain the consent of
Landlord to any subletting. This Sublease shall not be effective unless, on or
before April 22, 1999, Landlord signs and delivers to Sublandlord and Subtenant
a consent to this Sublease thereby giving Landlord's consent to this subletting.
Sublandlord shall use its best efforts to obtain such consent as soon as
possible.
8.2 In the event that Sublandlord defaults under its obligations to be
performed under the Master Lease, Sublandlord agrees to deliver to Subtenant a
copy of any such notice of default. Subtenant shall have the right to cure any
monetary default of Sublandlord described in any notice of default within ten
(10) days after service of such notice of default on Subtenant. If such default
is cured by Subtenant then Sublandlord shall reimburse Subtenant for such
amounts, within ten (10) days after notice and demand therefor from Subtenant to
Sublandlord, together with interest and a late fee at the interest rate and late
fee percentage specified in the Master Lease.
8.3 In any instance when Sublandlord's consent or approval is required
under this Sublease, Sublandlord's refusal to consent to or approve any matter
or thing shall be deemed reasonable if, among other matters, such consent or
approval is required under the provisions of the Master Lease incorporated
herein by reference but has not been obtained from Landlord. Except as otherwise
provided herein, Sublandlord shall not unreasonably withhold, or delay its
consent to or approval of a matter if such consent or approval is required under
the provisions of the Master Lease and Landlord has consented to or approved of
such matter.
9. ATTORNEY'S FEES. If Sublandlord or Subtenant brings an action to enforce
the terms hereof or to declare rights hereunder, the prevailing party shall be
entitled to its reasonable attorney's fees to be paid by the losing party as
fixed by the Court.
10. SUBTENANT'S WORK.
10.1 GENERALLY. Sublandlord shall deliver, and Subtenant shall accept,
possession of the Subleased Premises separately demised from the remainder of
the Master
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Lease Premises in their "AS IS" condition as the Subleased Premises exists
on the date hereof, for purposes of Subtenant's general contractor
constructing Subtenant's improvements. Provided, however That Sublandlord, at
its sole expense, will (1) secure Subleased Premises with card-key accessed
doors and (2) terminate office network drops at patch panels and telco
connections at punch down blocks in a room of subtenant choosing. Such delivery
shall be no later than ten (10) days after execution hereof and Landlord has
provided its consent thereto, shall be for the purpose of allowing Subtenant to
install fixtures, and construct tenant improvements (but not operate its
business) shall be subject to all of the terms and conditions hereof.
Sublandlord shall have no obligation to furnish, render or supply any work,
labor, services, materials, furniture, fixtures, equipment, decorations or other
items to make the Subleased Premises ready or suitable for Subtenant's
occupancy. In making and executing this Sublease, Subtenant has relied solely on
such investigations, examinations and inspections as Subtenant has chosen to
make or has made and has not relied on any representation or warranty concerning
the Subleased Premises or the Building, except as expressly set forth in this
Sublease. Subtenant acknowledges that Sublandlord has afforded Subtenant the
opportunity for full and complete investigations, examinations and inspections
of the Subleased Premises and the common areas of the Building. Subtenant
acknowledges that it is not authorized to make or do any alterations or
improvements in or to the Subleased Premises except as permitted by the
provisions of this Sublease and the Master Lease and that upon termination of
this Sublease, Subtenant shall deliver the Subleased Premises to Sublandlord in
the same condition as the Subleased Premises were at the commencement of the
Term hereof, reasonable wear and tear excepted, with the exception that any
improvements constructed by Subtenant pursuant to the requisite approvals may
remain and need not be removed or restored, unless required under the Master
Lease.
10.2 CODE-REQUIRED WORK. If the performance of the Subtenant
Improvements within the Subleased Premises "triggers" a requirement for
code-related upgrades to or improvements of the Master Lease Premises or any
common areas, Sublandlord and Subtenant agree that Subtenant shall be
responsible for the additional cost of such code-required upgrade or
improvements.
11. PARKING. During the Term hereof Subtenant, its agents, servants,
employees, Clients, and the agents, servants, and employees of Subtenant's
Clients shall be permitted to use 49% of the parking spaces that are attributed
to the Master Lease Premises.
12. SECURITY DEPOSIT. Concurrently with execution of this Sublease by
Subtenant, Subtenant shall deliver to Sublandlord as security for the faithful
performance of all of its obligations under this Sublease an unconditional and
irrevocable letter of credit ("Letter of Credit") in the amount of $136,500 for
the benefit of Sublandlord and any successor in interest of Sublandlord, issued
by a financial institution acceptable to Sublandlord, and providing for partial
drawings. All costs incurred in obtaining the Letter of Credit shall be borne by
Subtenant. Sublandlord shall be entitled to draw upon the Letter of Credit if an
event of default shall occur under the Sublease, to the extent of the default.
Subtenant shall maintain the Letter of Credit in effect in accordance with the
terms of this paragraph until 30 days after the later of (i) the expiration of
the term of the Sublease, or (ii) vacation of the Premises by Subtenant. If the
stated term of the Letter of Credit would expire prior to such time as Subtenant
is no longer required to maintain the Letter of Credit in effect under the
Sublease, prior to its stated expiration Subtenant shall renew the Letter of
Credit for a period of not less than one year or shall deliver to Sublandlord a
new Letter of Credit in accordance with the terms hereof. If Subtenant fails
either
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to give Sublandlord satisfactory evidence confirming such renewal of the
Letter of Credit or to deliver a new Letter of Credit to Sublandlord at least 7
days prior to the stated expiration of the Letter of Credit in effect,
Sublandlord shall be entitled to draw down the full amount of the Letter of
Credit prior to the expiration thereof, and the amount so drawn shall be treated
in the manner described in below.
Any cash proceeds drawn under the Letter of Credit and not applied by
Sublandlord as provided in paragraph above plus such additional amount as shall
be necessary to restore the amount so held by Sublandlord to the amount of the
Letter of Credit shall be held by Sublandlord as security for the faithful
performance by Subtenant of all of the provisions of the Sublease to be
performed or observed by Subtenant (the "deposit"). If Subtenant fails to pay
rent or other charges due under the Sublease, or otherwise defaults with respect
to any provision of the Sublease, and does not cure default within the
applicable cure period, Sublandlord may at its sole option apply or retain all
or any portion of the Letter of Credit for the payment of any rent or other
charges in default or the payment of any other sum to which Sublandlord may
become entitled by Subtenant's default, or to compensate Sublandlord for any
loss or damage which Sublandlord may suffer thereby. If Sublandlord so uses or
applies all or any portion of the deposit (including draws under the Letter of
Credit), then within thirty (30) days after demand therefor Subtenant shall
deposit cash with Sublandlord in an amount sufficient to restore the amount
thereof, and Subtenant's failure to do so shall be a material breach of the
Sublease. Sublandlord's application or retention of the deposit shall not
constitute a waiver of Subtenant's default to the extent that the deposit does
not fully compensate Sublandlord for all losses or damages incurred by
Sublandlord in connection with such default and shall not prejudice any other
rights or remedies available to Sublandlord under the Sublease or by law.
Sublandlord shall not be required to keep the deposit separate from its general
accounts. If Subtenant performs all of Subtenant's obligations under the
Sublease, the deposit, or so much thereof as has not theretofore been applied by
Sublandlord, shall be returned, without payment of interest or other increment
for its use, to Subtenant (or, at Sublandlord's option, to the last assignee, if
any, of Subtenant's interest under the Sublease) within thirty (30) days after
the later of (i) expiration of the term of the Sublease, or (ii) vacation of the
Premises by Subtenant. No trust relationship is created herein between
Sublandlord and Subtenant with respect to the deposit.
13. NOTICES: Any notice by either party to the other required, permitted or
provided for herein shall be valid only if in writing and shall be deemed to be
duly given only if (a) delivered personally, or (b) sent by means of Federal
Express, UPS Next Day Air or another reputable express mail delivery service
guaranteeing next day delivery, or (c) sent by United States Certified or
registered mail, return receipt requested, addressed (i) if to Sublandlord, at
the following addresses:
Security Dynamics Technologies, Inc.
00 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Mr. Xxxxxxx Xxxxx
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and (ii) if the Subtenant, at the following addresses:
netDialog Incorporated
0000 Xxxxxx Xxxxx
Xxx Xxxxx, XX
Attn: Xx. Xxx Xxxxxxxx
or at such other address for either party as that party may designate by notice
to the other. A notice shall be deemed given and effective, if delivered
personally, upon hand delivery thereof (unless such delivery takes place after
hours or on a holiday or weekend, in which event the notice shall be deemed
given on the next succeeding business day), if sent via overnight courier, on
the business day next succeeding delivery to the courier, and if mailed by
United States certified or registered mail, three (3) business days following
such mailing in accordance with this Section.
14. COMPLETE AGREEMENT. There are no representations, warranties,
agreements, arrangements or understandings, oral or written, between the parties
or their representatives relating to the subject matter of this Sublease which
are not fully expressed in this Sublease. This Sublease cannot be changed or
terminated nor may any of its provisions be waived orally or in any manner other
than by a written agreement executed by both parties.
15. INTERPRETATION. Irrespective of the place of execution or performance,
this Sublease shall be governed by and construed in accordance with the laws of
the State of California. If any provision of this Sublease or the application
thereof to any person or circumstance shall, for any reason and to any extent,
be invalid or unenforceable, the remainder of this Sublease and the application
of that provision to other persons or circumstances shall not be affected but
rather shall be enforced to the extent permitted by law. The table of contents,
captions, headings and titles, if any, in this Sublease are solely for
convenience of reference and shall not affect its interpretation. This Sublease
shall be construed without regard to any presumption or other rule requiring
construction against the party causing this Sublease or any part thereof to be
drafted. If any words or phrases in this Sublease shall have been stricken out
or otherwise eliminated, whether or not any other words or phrases have been
added, this Sublease shall be construed as if the words or phrases so stricken
out or otherwise eliminated were never included in this Sublease and no
implication or inference shall be drawn from the fact that said words or phrases
were so stricken out or otherwise eliminated. Each covenant, agreement,
obligation or other provision of this Sublease shall be deemed and construed as
a separate and independent covenant of the party bound by, undertaking or making
same, not dependent on any other provision of this Sublease unless otherwise
expressly provided. All terms and words used in this Sublease, regardless of the
number or gender in which they are used, shall be deemed to include any other
number and any other gender as the context may require. The word "person" as
used in this Sublease shall mean a natural person or persons, a partnership, a
corporation or any other form of business or legal association or entity.
16. COUNTERPARTS. This Sublease may be executed in separate counterparts,
each of which shall constitute an original and all of which together shall
constitute one and the same instrument. This Sublease shall be fully executed
when each party whose signature is required has signed and delivered to each of
the parties at least one counterpart, even though no single counterpart contains
the signatures of all parties hereto.
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17. SUBLEASING AND ASSIGNMENT. Subtenant shall not sublease, assign, or
transfer its interest in this Sublease (a "Transfer") without Sublandlord's
consent, which shall not be unreasonably withheld, delayed or conditioned.
Sublandlord will use its best efforts to obtain for Subtenant, to the extent
required under the Master Lease, the consent of Landlord to any Transfer. Any
and all profits resulting from a Transfer, after first deducting Subtenant's
reasonable costs, shall be paid to Sublandlord.
18. CONFERENCE/TRAINING ROOMS. Sublandlord, at no additional charge or
cost, shall have the right to the occasional use on a pre-scheduled basis of the
large conference room and the large training room located adjacent to the third
floor lobby.
19. SIGNAGE. Subtenant, at its sole cost and expense, will be allowed to
have building standard signage on the existing ground floor lobby directory, and
will be allowed non-exclusive wall signage in the third floor elevator lobby.
20. DAMAGE AND DESTRUCTION. Notwithstanding anything to the contrary
contained in this Sublease or the Master Lease, in the event that the Premises
are damaged by a fire or other casualty, and Landlord estimates that such damage
will take longer than ninety (90) days from the date of such damage to repair,
Subtenant shall have the right to terminate this Sublease by providing written
notice of such termination within ten (10) days of receipt of such estimate. In
the event Landlord estimates that the repairs shall take less than ninety (90)
days, but fails to complete such repairs within 120 days, Subtenant shall have
the right to terminate this Sublease by providing written notice of such
termination to Sublandlord by such 120th day.
21. BROKERS. The parties warrant and represent to each other than no party
has negotiated or brought about this transaction other than Colliers
International and BT Commercial, whose commission shall be paid by Sublandlord.
Each of Sublandlord and Subtenant shall defend, indemnify and save harmless the
other party from and against any claim which may be asserted against the other
party by any person or entity if the claim (a) is made in connection with this
transaction and (b) arises out of conversations or dealings between the
indemnifying party and any claiming person or entity other than a person or
entity employed by the indemnifying party for this transaction, or (c) results
from a fraud committed or misrepresentation made by the indemnifying party or
any person or entity employed by the indemnifying party. The indemnifying party
shall reimburse the other party for reasonable expenses, losses, costs and
damages (including reasonable attorneys' fees and court costs if the
indemnifying party fails or refuses to defend as herein required) incurred by
the other party in connection with such claims. This Section shall survive the
expiration or earlier termination of this Sublease.
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IN WITNESS WHEREOF, the parties hereto hereby execute this Sublease as of
the day and year first above written.
SUBLANDLORD: SUBTENANT:
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Security Dynamics Technologies, Inc. netDialog Incorporated
By: By:
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Print Name: Print Name:
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Title: Title:
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