TENANCY AGREEMENT
Exhibit
10.1
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PARTIES:
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This
agreement is entered into by and between ADMINISTRATIVE ASSIST as
Landlord,
and EARLY
DETECT
,
as Tenant.
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PREMISES:
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Landlord
hereby provides and Tenant hereby rents the following suite(s)
located
at 0000
Xxxxxxxxx Xxxxx, Xxxxxx; California:
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212
"A"
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AMOUNT
OF
RENT:
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Rent
for said suite(s)
is
as
follows: One
Thousand Nine Hundred and no/100 Dollars
($1,900.00) , payable on the first day of each month,
commencing on
June
1
, 2006 . Said rent is subject to
change upon receipt of thirty (30) days written notice after the
initial
fixed term has expired.
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DEPOSITS:
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Tenant
shall pay in advance the first month's rent plus a security
deposit
equal to the first
month's rent, refundable thirty (30) days after the Tenant has vacated
the
premises, less any unpaid amounts due to Landlord hereunder, and
any costs
which Landlord incurs in restoring the premises to its original
condition.
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*Security
Deposit for Suite 212 "T" in the amount of $725 retained and
applied to balance of security deposit for Suite 212
"A".
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TERM:
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This
Tenancy Agreement shall be for a period of
one
(1) month from
6/1/06
to
6/30/06 and
on a month-to-month basis thereafter.
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TERMINATION:
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Tenancy
under this Agreement is subject to termination, by either party,
upon
receipt of
thirty (30) days written notice to the other party at any time after
the
end of the initial
term.
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USE:
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Tenant
shall use the Premises for general office purposes and shall not
use or
permit the
Premises to be used for any other purpose without the prior written
consent of Landlord.
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Tenant
shall not do or permit anything to be done in or about the Premises
nor
bring
or keep anything therein which will in any way increase the existing
rate
of or
affect any fire or other insurance upon the Building or any of its
contents or cause
cancellation of any insurance policy covering said Building or any
part
thereof
or any of its contents. Tenant shall not do or permit anything to
be done
in or
about the premises which will in any way obstruct or interfere with
the
rights of other
Tenants or occupants of the Building or injure or annoy them or use
or
allow the Premises to be used for
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any
improper, immoral, unlawful or objectionable
purpose, nor shall Tenant cause, maintain or permit any nuisance
in,
on,
or about the Premises. Tenant shall not commit or suffer to be committed,
any waste
in or upon the Premises. Tenant shall not allow any hazardous materials
or
controlled substances to be placed, used, or maintained upon the
premises.
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POSSESSION:
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Occupancy
of the Premises by Tenant is subject to the acceptance and approval
by
the
Landlord of Tenant's completed credit application. if Landlord, for
any
reason whatsoever,
cannot deliver possession of the said Premises to Tenant at the
commencement
of the term hereof, this Agreement shall not be void or voidable,
nor
shall Landlord be liable to Tenant for any loss or damage resulting
therefrom, nor
shall the expiration date of the above term be in any way extended,
but in
such event, all rent shall be abated during the period between the
commencement of said term and the time when Landlord delivers
possession.
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In
the event that Landlord shall permit Tenant to occupy the Premises
prior
to the commencement date of the term, such occupancy shall be subject
to
all the provisions of the Agreement. Said early possession shall
not
advance the termination date herein above provided.
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COMPLIANCE
WITH
LAW:
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Tenant
shall not use the Premises or permit anything to be done in or about
the
Premises which will in any way conflict with any law, statute, ordinance
or governmental rule or regulation now in force or which may hereafter
be
enacted or promulgated. Tenant shall, at its sole cost and expense
promptly comply with all laws, statutes, ordinances and governmental
rules, regulations or requirements now in force or which may hereafter
be
in force and with the requirements of any board of fire insurance
underwriters or other similar bodies now or hereafter constituted,
relating to, or affecting the condition, use or occupancy of the
Premises,
excluding structural changes not related to or affected by Tenant's
improvements or acts. The judgement of any court of competent jurisdiction
or the admission of Tenant in any action against Tenant, whether
Landlord
be a party thereto or not, that Tenant has violated any law, statute,
ordinance or governmental rule, regulation or requirement shall be
conclusive of that fact as between the Landlord and
Tenant.
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ASSIGNMENT
&
SUBLETTING:
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Tenant
shall not either voluntarily or by operation of law, assign, transfer,
mortgage, pledge,
hypothecate or encumber this Agreement or any interest therein, and
shall
not
sublet the said Premises or any part thereof, or any right or privilege
appurtenant thereto,
or suffer any other person (the employees and invitees of Tenant
excepted)
to
occupy or use the said Premises, or any portion thereof, without
the
written consent
of the Landlord first hand and obtained, which consent shall not
be
unreasonably
withheld. A consent to one assignment, subletting, occupation or
use
by
another person shall not constitute consent to any other assignment,
subletting occupation or use. Any such assignment, subletting, occupation
or use
without Landlord's prior written consent shall, at the option of
the
Landlord, constitute a default under this Agreement, and Landlord
may
thereupon terminate this Agreement
forthwith.
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2
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HOLD
HARMLESS:
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Tenant
shall indemnify and hold Landlord harmless against and from any and
all
claims
arising from Tenant's use of the Premises for the conduct of its
business
or from
any activity, work, or other thing done, permitted or suffered by
the
Tenant in
or about the Building, and shall further indemnify and hold Landlord
harmless against and from any and all claims arising from any breach
or
default in the performance of any obligation on Tenant's part to
be
performed under the terms of this Agreement or arising from any act
or
negligence of the Tenant, or any officer, agent,
employee, guest, or invitees of Tenant, and from and against all
costs,
attorney's
fees, expenses and liabilities incurred in or about any such claim
or any
action
or proceeding brought thereon, and if any action or proceeding shall
be
brought
against Landlord by reason of any such claim, Tenant upon notice
from
Landlord
shall defend the same at Tenant's expense by counsel consideration
to
the
Landlord hereunder assumes all risk of damage to property or injury
to
person, in,
upon or about the Premises, from any cause other than Landlord's
negligence, and
Tenant hereby waives all claims in respect thereof against
Landlord.
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Landlord
or its agents shall not be liable for any damage to property entrusted
to
employees
of the Building, nor for loss or damage to any property by theft
or
otherwise,
nor for any injury to or damage to persons or property resulting
from
fire,
exploding, falling plaster, steam, gas, electricity, water or rain
which
may leak
from any part of the Building or from the roof, street or subsurface
or
from any
other place resulting from dampness or any other cause whatsoever,
unless
caused
by or due to the negligence of landlord, its agents, servants, or
employees. Landlord,
or its agents shall not be liable for loss of business by Tenant,
as a
result of
loss of power or mechanical breakdowns within the building, nor shall
Landlord be liable for any latent defect in the Premises or it the
Building. Tenant shall give prompt
notice to Landlord in case of fire or accidents in the Premises or
in the
Building
or defects therein or in the fixtures or equipment.
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INSURANCE:
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Tenant
shall, at Tenant's expense, obtain and keep in force during the term
of
this Agreement
a policy of comprehensive public liability insurance insuring Landlord
and
Tenant against any liability arising out of the ownership, use, occupancy
or maintenance of the Premises and all areas appurtenant thereto.
The
limit of said insurance
shall not, however, limit the liability of the Tenant hereunder,
Tenant
may
carry said insurance under a blanket policy providing, however, said
insurance
by Tenant shall have a Landlord's protective liability endorsement
attached
thereto. If Tenant shall fail to procure and maintain said insurance,
Landlord
may, but shall not be required to, procure and maintain same, but
at the
expense
of Tenant. insurance required hereunder shall be in companies rated
A+,
AAA or better in "Best Insurance Guide". Tenant shall further obtain
and
keep in force
persona property insurance on Tenant's furniture and equipment in
an
amount
equal to the replacement value
thereof.
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3
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ATTORNEY'S
FEES:
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In
the event of any action or proceeding is brought by either party
against
the other under
this Agreement the prevailing party shall be entitled to recover
all costs
and expense including the fees of its attorneys in such amount as
the
court may adjust reasonable as attorney's fees.
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UTILITIES:
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Tenant
shall not use any apparatus or device in the Premises, including,
but
without
limiting thereto, copiers, space heaters, microwave ovens,
refrigerators
and water coolers/heaters, which may in any way increase the amount
of
electricity usually furnished or supplied for the use of the Premises
as
general office space; nor connect with electrical current except
through
existing
electrical outlets in the Premises, any apparatus or device, for
the
purpose of using electric current.
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RULES
&
REGULATIONS:
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Tenant
shall faithfully observe and comply with the Rules and Regulations
that
Landlord
shall from time to time promulgate, which rules shall be binding
upon
Tenant
upon delivery of a copy of them t Tenant. Landlord shall not be
responsible
to Tenant for the nonperformance of any said rules by any other
Tenants
or occupants.
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BUILDING
SECURITY:
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Tenant
shall maintain the security of the building after working hours,
on
weekends
and holidays. No Tenant nor Tenant employees shall cause the Premises
to be left unlocked at any time after working hours, weekends or
holidays,
including all office doors, suite entrance and building
doors.
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PARKING:
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Parking
in the building lot will be restricted for Tenant and Tenant employees'
usage to one parking space for every 100 square feet of office space
leased, Should Tenant's employees number more than the total number
of
parking spaces allotted as per the above formula, off-premise parking
arrangements should be assigned at Tenant's expense.
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CHAIR
MATS:
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Chair
mats are required to be used under all caster chairs in order to
protect
the
carpet.
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LATE CHARGES:
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If
any installment of rent or other sums
due
hereunder from Tenant shall not be received
by Landlord within fifteen (15) days after the date of the billing
statement
from Landlord, Tenant shall pay to Landlord a late charge equal to
ten
percent
(10%) of such overdue amount. Acceptance of such late charges by
Landlord
shall in no event constitute a waiver of Tenant's default with respect
to
such
overdue amount, nor prevent Landlord from exercising any of the other
rights and remedies granted
hereunder.
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4
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FINDERS
FEE:
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Tenant
agrees to pay to Landlord a twenty five (25%) finder's fee based
upon
annual
salary, for any personnel of Administrative Assist hired by the Tenant
during
or within thirty (30) days after termination of their employment
with
Administrative
Assist.
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AMENITIES:
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In
conjunction with Tenant's occupancy of the premises Tenants shall
have
the
right to utilize the following amenities:
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(a) Reception
Area
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(b) Conference
Room
Usage (Seats 10)
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(c) Kitchen
Area,
Including Refrigerator
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(d) All
Utilities,
Except Telephone Lines and Instruments
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(e) Daily
Janitorial
Services
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(f) Free
Parking (as
here and above outlines)
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COURTESY
SERVICES:
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So
long as Tenant is not in default hereunder;
Landlord shall provide the following services
to Tenant without charge, subject to revocation by Landlord upon
five (5)
days notice if Tenant becomes in default of this Agreement in any
manner:
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(a) Receptionist
Service
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(b) Telephone
answering
8:30 a.m. to 5:00 p.m., Monday through Friday.
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(c) Refreshments
(coffee, tea, purified water)
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PAID
SERVICES:
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So
long Tenant is not in default hereunder, Landlord shall provide access
for
Tenant
to the following equipment and services, for which additional charges
shall be
made, subject to revocation by Landlord without notice if Tenant
becomes
in default
of the Agreement in any manner:
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(a) Telephone
instruments and intercom lines
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(b) Copy
machines
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(c) Fax
transmittals
and receipts
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(d) Postal
meter
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(e) Shipping
services
(UPS, Federal Express, etc.)
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(f) Daily
mail
dispatch
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5
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(g) Office
supplies
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(h) Administrative
Assist support personnel which provide:
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(i) Secretarial
services (word processing, typing transcription)
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(ii)
Administrative Support (filing, copying, posting, mailings, phone
work,
travel arrangements, etc.)
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(iii)
Accounting and computer services
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REMEDIES:
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If
Tenant fails to pay the rent due hereunder, or if Tenant becomes
in breach
of any of
the other provisions of this Agreement, Landlord may at Landlord's
option
(a) Terminate
Tenant's right to possession of the premises by any lawful means
and
obtain
a judgement for rent and other damages as provided for in code of
Civil
Procedures
Section 1951.2, or (b) Continue Tenant's right to possession in effect
and
recover the rent as it becomes due, as due, as provided for in Civil
Code
Section
1951.4, or (c) Pursue any other remedy now or hereafter available
to
Landlord
under the laws or judicial decisions of the State of
California.
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MAXIMUM
OCCUPANCY:
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Tenants
shall not allow the premises to be occupied by more than five (5)
persons.
The rent provided for hereinabove shall be increased in the amount
of
$50.00 per person per month for each occupant of the premises in
excess of
this stated
number of persons.
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SPECIAL
PROVISIONS:
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6
This
Agreement is made and entered into at Irvine, California, by and between the
following parties:
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LANDLORD:
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TENANT:
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ADMINISTRATIVE
ASSIST
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By:
/s/ Xxxxx
Xxxxx
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By:
/s/ Xxxxxxx X.
Xxxxxxx
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XXXXX
XXXXX, Manager
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Title:
CEO/Chairman
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Date:
5/25/06
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Date:
5-24-06
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