Lease Agreement
Exhibit
10.29
No.:
20081027
Party A
(Lessor) : Liaoning Changqingteng Edu. Development Co., Ltd
Party
B(Lessee) : Shenyang Sitewei Fitness Co., Ltd
(Note:
Party B will change the name after signed final agreement, the right and
obligation will be as same as specified in agreement)
Under the
Contract Laws of People’s Republic of China and other regulations, Party A and
Party B entered into the agreement after the friendly negotiation.
First,
Party A will lease to Party B the first floor and the Fourth floor of 000
Xxxxxxx Xxxxxx, Xxxxxx District, Shenyang owned by Party A with 34.51 square
meters and 1212.21 square meters respectively for Party B to operate the Yoga
club.
Second,
Leasing Term and delivery date:
Leasing
Term: From Nov 1, 2008 to Mar 31, 2019.
Delivery
date: the house delivery date is from Oct 27, 2008 to Oct 31, 2008.
Initial
renting date: From the second day of finishing the decoration, Party B will
start paying the rental amount to Party A.
Free
rental amount period: From Oct 31 2008 to Mar 31, 2009, during the period, Party
B should not pay the rental amount (if leasing term could not be performed
according to the agreement because of Party B, Party B cannot enjoy the free
rental amount period, and Party B should pay this part of rental amount
according to first year rental amount standard); within the free rental amount
period, Party B should pay for the property management fees (16.00 Yuan / month
/ square meter), and water & electricity fees.
Third,
Date and Payment of performance bond, property management fees and other
expenses:
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1.
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Performance
bond: From the date of entering into agreement between two parties, Party
B should pay 250,000 Yuan RMB to Party A as the Performance bond (80,000
at the signing date and 170,000 within 10 days of signing date). After the
expiration date of terminating the agreement, within 7 days from settling
all the expenses, Party A should return 250,000 Performance
bond without any interest.
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2.
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house
using fees:
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1)
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The
rental space of the first floor is 34.51 m2,
the using expenses: 1,800 Yuan /m2 x
year for the first, second and third year (rental amount is 1,608 Yuan
/m2 x
year, property management fees is 192 Yuan /m2 x
year); the fourth year will increase 3%, i.e.1,854 Yuan /m2 x
year (rental amount is 1,662 Yuan /m2 x
year, property management fees is 192 Yuan /m2 x
year); and from the fifth year, the rental amount will be increased 5%
year by year (include 192 Yuan /m2 x
year of the property management
fees).
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2)
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The
rental space of the Fourth floor is 1,212.21 m2,
the using expenses: 800 Yuan /m2 x
year for the first and second year(rental amount is 608 Yuan /m2 x
year, property management fees is 192 Yuan /m2 x
year), the third year will be 900 Yuan /m2 x
year (rental amount is 708 Yuan /m2 x
year, property management fees is 192 Yuan /m2 x
year); the fourth year will increase 3% on the basis of the third year,
i.e.928 Yuan /m2 x
year (rental amount is 735 Yuan /m2 x
year, property management fees is 192 Yuan /m2 x
year); and from the fifth year, the rental amount will be increased 5%
year by year (include 192 Yuan /m2 x
year of the property management
fees).
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1
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3.
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Property
management fees: the above house using fees have been included the 16 Yuan
/m2/month
of the standard property management fees (during the leasing agreement,
the Property management fees will not be changed). Party B will not pay
the property management fees to the property company. Party A should give
Party B the receipt.
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4.
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paying
Date: From the Initial rental date, Party B should pay the house using
fees per month(Party A should provide the normal business receipt to Party
B within 5 days); the exact paying Date: the second date of the expiration
date of the free rental amount
period.
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5.
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Payment
: Party will pay the above amount by remitting or other ways accepted by
Party A.
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Party A’s
Bank: Shengjing
Bank AccountNo.:
0301050140940001128
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6.
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Within
the agreement period, except the rental amount and property management
fees (the relevant tax should be borne by Party A), Party B should also be
in responsible for the water & electricity fees (if it is changed,
will be implied according to the new standard) and other charges regulated
by the governable departments. (such as garbage clearing fees, and snow
clearing fees and etc.); under the contract laws of People’s Republic of
China and urban house rental management ways and other regulations and
conditions, the property leasing tax and land using fees should be Party
A’s responsibility. The water and electricity fees should be borne by
Party B. The stamp tax and registration charges should be shared by the
two parties. Party B should pay the house leasing certification fees for
commercial and tax registration, Party A could deal with the matters for
Party B.
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Fourth:
Handing-over Standard
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1)
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Delivery
standard: when signing the agreement, the present situation is
prevailing.
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2)
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Returning
standard: When terminate the agreement, Party B should hand-over the
decorated house to Party A for free, all of the partitions within the
house should be removed by Party B, and Party B should be in responsible
for recovering the former situation of the
stairs.
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Fifth :
Party A’s rights and obligations
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1.
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Party
A should deliver the house to Party B under the
agreement.
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2.
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Party
A should provide the Construction fire protection acceptance (see the
Annex 3) at the day before the signing date to party B, the property
management company provided by Party A should meet the requirements of the
fire protection acceptance, if it is delayed for the Party A’s reason,
then the free rental amount period should be postponed, Party B should
deal with the second fire protection matters, Party A should provide the
assistance.
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3.
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The
property management company authorized by Party A ---Liaoning Hanbang
Property Management Company is responsible for providing Property
Management and service (provide the authorization by Party A), The
property management company is responsible for providing the daily
management service, maintain the building in a good operating condition;
the body of the leasing house, main equipments and the public spaces
maintenance duties should be borne by the property management company. If
the property management company is slack to perform its duties, the Party
B has the right to claim Party A to perform the
duties.
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2
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4.
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If
any regulations conflicts with the service treaty issued by the property
management company, the agreement version should be prevailing, Party A is
responsible for the removal them.
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Sixth:
Party B’s rights and obligations
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1.
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Party
B should accept the house in the time according to the
agreement.
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2. Comply
with the regulations, operate according to laws
3. Pay the
amount specified in the Third note in the agreement in time.
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4.
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Support
and assist the work done by the property management company, will not
store the dangerous goods, use and maintain all of the equipment in the
house, if any damages occurred, all of the duties and costs should be
borne by Party B. But if for the equipments own problem or it is expired,
Party B should not take the responsible for restoring it. When the company
restore the house, Party B should cooperate with the company, the
restoring work done by the Party A and the company should not effect Party
B’s operation. Should not enter into the Party B’s operating area to
maintain the house without Party B’s permission, or the leasing term will
be postponed.
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5.
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renewing
right: under the same condition, Party B has the priority to renew the
house, Party B should notice Party A in written application 3 months in
advance of the expiration date, and should sign the renew agreement with
Party A before the expiration date, the rental amount and relevant fees
should be discussed by the two parties. The above period exceeded will be
deemed as Party B giving up its rights. Within the 3 months of the
expiration date, Party A could lead other people who like to rent the
house to inspect the house with Party B’s former permission, Party B
should permit and cooperate (the financial room, filing room and the
computer room should not be entered into without Party B’s
permission).
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6.
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Terminating
right: during the leasing term, as long as Party B finished the leasing
term of 36 months, Party B has right to terminate part or all of the
agreement when pay the rental amount in the free rental amount period [the
rental amount in the free rental amount period=
rental amount for 5 months-(the number of the months which has paid the
rental amount=120 months) X 5 months of rental amount], and under the
condition of submitting the written notice in 6 months ahead (the 42nd
month is the earliest month to terminate the agreement). Except the
performance bond should not be returned, Party B will not bear the other
expenses for terminating agreement.
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7.
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When
decorate the house, Party B should provide the decorating design and
constructing plan to the property company and Party A, Party B should not
start to construct without Party A and the property company’s acceptance.
During the construction, the building structure and function should not be
changed; the public equipment and facilities should not be damaged. If the
public equipment and facilities are damaged during the Party B’s
construction, Party B should bear the economic losses; Party B should
insure the qualities of the project which decorated by party B and the
equipments and facilities installed by Party B. Party B should b ear the
compensation losses if the losses incurred because of Party B’s
construction.
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8.
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Party
B should submit the throwing leasing application before the terminating
date, finish throwing lease matters with Party A or the property company,
and return the house to Party A; if the Party B return the house delayed,
the rental amount will be 3 times as the rental amount specified in the
agreement, and Party A has the right to adopt the measurement to withdraw
the house, and claim the Party B to compensate the relevant
losses.
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3
Seventh:
Breaching
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1.
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Party
A’s breaching liability :
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1)
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If
Party A can’t deliver the house in time, Party A should pay breach amount
to Party B. The breaching amount standard is: breaching amount
= daily rental amount x 3 x number of days
delayed.
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2)
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If
Party A cannot restore the house, and Party B’s staff, the third party and
property losses because of it, Party A should compensate for the
losses.
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3)
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The
house provided by the Party A is not complying with the agreement, and
Party A reject to improve.
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4)
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The
property company or the Party A does not perform the maintenance duties,
and Party B can’t use the house.
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2. Party
B’s breaching liability:
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1)
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If
Party B does not pay the rental amount and related expenses according to
the agreement, except repaid them all as soon as possible, and also should
pay the delayed amount, the delayed amount standard is: delayed amount =
the overdue amount x 1%/day.
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2)
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If
Party B takes the one of the following actions, Party A has right to
withdraw the house, and terminate the agreement, the property company has
right to terminate to provide the relevant property management service,
Party B should compensate the relevant losses to Party
A.
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I.
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rent,
sublease, lend or co-lend without Party A’s permission. Party B change the
house’s purpose without Party A’s
permission.
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II.
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Do
not pay the house using fees and relevant fees (include partial over-due),
if the over-due period exceeded 30 days, the agreement will be terminated,
and all the costs should be borne by Party
B.
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III.
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Change
the house using purpose, or change the facilities, structure, without
Party A’s permission, cause Party A and the third party subject to the
major economic losses.
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Eighth:
Special Condition
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1.
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Parking:
Within the leasing term, Party B and its members could use the parking
area in front of the building (except it is unified
charged).
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2.
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Lift
is a public facility, the property manage fees paid by Party B has
included into the electricity fees, maintenance fees, upgrading fees and
etc.
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3.
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The
construction project may bring inconveniency to Party A and the third
party, Party A and the property management company should coordinate on
it.
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4
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4.
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Lessor
and lessee alternation.
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1)
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If
Party A needed to sell the house within the leasing term, Party A should
notice Party B 3 months in advance. Under the same condition, Party B has
priority right to purchase the house. If Party B did not purchase the
house, Party A should promise that Party B’s using right will not be
injured till the expiration date.
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2)
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Subleasing
right: Party B has right to rent the house to its subsidiaries or the
related parties with Party A’s written permission, but should be insured
that the using purpose will not be
changed.
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5.
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Party
B could engage in the project of brightening treatment on the western wall
of the first floor, but its height should not exceed the middle line
between the first and second floor, and the wall should not be damaged.
Party B should clean and upgrade it in time to insure that the project
will not effect the whole building’s elegance. Party B should inspect and
maintain it in time to insure the project’s safety running. Party B should
be responsible for the costs if any safety accident occurred. The size,
design and the plan should not be caught into operation without Party A’s
written permission. Party B should be responsible for the restore its
former situation after the expiration
date.
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6.
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During
the negotiation or through the business contacts between the two parties,
all of the one party’s information mastered or gained by the other Party
should be deemed as the confidential information, any of the parties
should not use or disclose the information without the other Party’s
permission except the information has been publicly known and not the
other party’s duty.
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Ninth:
Termination and Cancellation
1. If
any of the followings happened, the agreement is terminated:
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1)
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The
agreement term is expired.
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2)
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One
party breached the agreement, cause the agreement cannot be performed or
the performance become unnecessary.
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3)
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After
the agreement is terminated, Party B should restore the house to its
former situation and submit the house returning application, and should be
accepted by Party A.
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4)
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During
the leasing term, Party A should not one-side terminates the
agreement.
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5)
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Party
B should return the house to Party A at the terminating or the expiration
date. If Party B could not return the house to party A in time, Party B
should return the house as soon as possible, and should also pay the fine
for 1% of annual rental amount for each delaying
day.
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6)
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Party
B should remove all the goods within 10 days of the expiration date, any
things remained in the house means that Party A has given up its
ownership. Party A could dispose it, and Party B should bear all of its
costs.
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Tenth:
Exemption Clause
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1.
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The
house is damaged or the economic losses because of the force majeure, the
two parties should not bear any of the duties, force majeure referred to
the force majeure specified in the Chinese
Laws.
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2.
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If
any force majeure happened, Party A should return the performance bond and
the rest rental amount to Party B.
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5
Eleventh:
The annex, additional agreement have the same legal effect with the
agreement.
Twelfth:
Disputes Settlement
If any
disputes arise during performing the agreement, the two parties should solve the
disputes by friendly negotiation. If the two parties can’t reach into agreement,
the two parties should perform the other obligations under the
agreement.
Thirteenth:
the agreement will be in effective after it is signed and sealed. Six copies of
the agreement, each copy has the same legal effect. Two copies for each party
and two copies for the property company.
Annex I:
Party B’s business license, tax registration certificate
Annex II:
The plan drawings of the first and fourth floors
Annex III
: The Construction fire protection acceptance
Annex IV:
Customers service treaty
Annex V:
Key points in project arrangement
Annex VI:
Wall brightening effective drawing
Party A:
Liaoning Changqingteng Edu. Development Co., Ltd
Legal
representative: Xxxxxxxx Xxxx
Agent:
Party B:
Shenyang Sitewei Fitness Co., Ltd Legal representative:
Agent:
Signing
Date: Oct. 27, 2008
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