License Agreement
Exhibit
10.1
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1.
Use
of Office.
(A)You
are granted a license to use the Suite and that particular Office(s)
assigned in the Basic Terms, if any, pursuant to the terms of this
license
agreement (the "Agreement"),
one person per Office, unless otherwise set forth in the Basic Terms.
If
no Office is assigned in the Basic Terms, you may have the use of
an
office or meeting room, if available, at the then prevailing rate.
You
agree to use the premises for general office purposes and no other
purpose, to only operate approved machinery or equipment within the
Office
or otherwise in the building, and to comply with all laws, rules,
regulations and ordinances.
(B)We
reserve the right to relocate you to another space within the same
Suite
and to substitute such other space for your Office, provided such
other
space is substantially similar to your Office and you incur no increase
in
Monthly Office Fees or any moving cost or expense as a result of
the
relocation.
(C)You
agree to abide by such rules and regulations governing the use of
your
Office and the Suite as may now exist or may later be adopted by
us. It is
your sole responsibility to ensure that your employees, guests and
invitees abide by all such rules.
(D)Upon
any termination of this Agreement, you agree to vacate the Office
and
cease Al use of the Suite. Furthermore, we will not be responsible
for
providing any further service to you. On or before the Notice Date,
you
agree to give us notice of your intent to terminate this Agreement
or to
renew it. Any renewal will only be upon such terms or conditions
as we may
agree in writing. In the event you fail to provide us with such notice,
this Agreement will automatically renew for a Term equal in time
to the
original Term of and upon the same terms and conditions as this Agreement;
provided, the Monthly Fees will be the then applicable Monthly Fees
for
your Office and services, and the Monthly Fees may be higher than
those
previously applicable. In the event you have been assigned an Office
and
notify us that you intend to vacate your Office and fail to do so
on the
End Date, the terms of this Agreement and the license granted to
you will
continue on a month-to-month basis at the then applicable Monthly
Fees for
your Office (based on a month-to-month term) and services, and the
Monthly
Fees may be higher than those previously applicable, and you will
be
liable to us for any damages resulting from your failure to vacate
the
Office.
2.
Services.
(A)You
acknowledge and agree that it is your sole responsibility to review
any
work performed by our personnel and we will have no liability for
the work
performed by our personnel.
(B)You
will not offer to any party outside your own company, whether or
not
located in the Suite or elsewhere in the building, any of the services
that we provide our clients from time to time.
(C)You
agree not to install or utilize any telecommunications equipment
or
wiring, other than the equipment and wiring provided by us. You understand
the violation of this paragraph may result in damage to our equipment
and/or wiring and if such damage occurs, you are solely responsible
for
any and all charges to repair or replace it. All programming and/or
installation required to initially setup your Office, as well as
any
subsequent
changes, additions, deletions or
other
modifications will be subject to the then current: programming
and/or installation charges, respectively, and will be due at such
time
service is performed. You acknowledge that all telephone or other
telecommunication numbers and addresses are our proprietary property,
and
further understand that yellow page or other similar forms of advertising
such numbers or addresses is your sole responsibility and all charges
associated with such advertising are to be billed directly to
you.
3.
Fees
Payable.
(A)Upon
execution of this Agreement, you will pay all initial programming
and
installation fees and the Services Retainer, in the amounts indicated
in
the Basic Terms. In addition, you will pay all other fees and taxes
as
indicated in the Basic Terms. The Services Retainer will be held
as
security for your performance under this Agreement You agree that
the
Services Retainer need not be kept separate and apart from our other
funds
and no interest will be paid to you.
(B)You
agree to pay the Monthly Fees in the amount indicated in the Basic
Terms
or as otherwise due and payable on or before fifteen (15) days from
the
date invoiced to you. In addition to any sums due, you agree
to pay monthly late charges equal to five percent (5.0%) of any sums
due,
or such lower maximum charge
allowable under applicable law, that have not been paid to us on
or before
such date due and payable, with or without written notice from
us.
(C)Recurring
Monthly Fees are payable in advance. Fees payable for such other
services
that may be reasonably
requested by you from time to time will be payable by you as set
forth in
the fee schedule applicable
at
such time services are performed or, if not set forth in a fee schedule,
as determined by us.
(D)You
agree that the Services Retainer will not be used by you as payment
for
Monthly Fees. In the event you default in the performance of any
of the
terms of this Agreement, we may immediately and without prior notice,
use,
apply or retain the whole, or any part, of the Services Retainer
for the
payment of Monthly Fees, any service fee or any other payment due,
or for
payment of any other sum that we may spend by reason of your default.
If,
upon termination of this Agreement, you have fully and faithfully
complied
with all the terns m d provisions of this Agreement, remitted all
amounts
due and payable, and surrendered all keys, access cards, building
passes
and all our other property provided to you, the Services Retainer
or any
remaining balance, will be returned to you within 45 days; provided,
however, you agree to pay for repainting and cleaning the carpet
in each
Office you used for less than twelve (12) months at a cost not to
exceed
the Services Retainer.
4.
Utilities.
Electric power will be furnished for approved machinery or equipment
only.
We will use our reasonable efforts to provide heating and air-conditioning
at temperatures and times provided by the building owner that will
be
reasonable and comfortable during normal business hours.
5.
Damage
and Insurance.
(A)You
will not damage, deface or alter the Office, furniture, furnishings,
walls, ceilings, floors, or make or suffer to be made any waste,
obstruction or unlawful, improper or offensive use of the Office
or the
common area facilities. You will not cause damage to any part of
the
building or our property or disturb the quiet enjoyment of any licensee
or
occupant of the building. Upon the termination of this Agreement,
the
Office assigned to you, if any, will be in as good condition as when
you
first occupied it, normal wear and tear excepted and we may apply
the
Services Retainer to any damage to the Office. We retain the right
to
enter your Office to inspect it, to make repairs and alterations
as we
reasonably deem necessary and the cost of any repair resulting
from an act or omission by you or your employees, guests and invitees
will
be reimbursed to us by you
upon demand. We retain the right to show your Office to prospective
clients, lenders and purchasers provided that we use reasonable efforts
to
not disrupt your business.
(B)You
assume all risks of loss with respect to your personal property and
the
personal property of your agents, employees, contractors and invitees,
within or about the Suite. You must maintain insurance coverage to
cover
the risks set forth in this paragraph and paragraph 6(B).
(C)You
agree to waive any and all acts of recovery against us, or our directors,
licensors, officers, agents, servants and employees, for loss of,
or
damage to your property or the property of others that is under your
control to the extent of such loss or damages covered or required
to be
covered by any insurance policy.
(D)If
the Suite is made unusable, in whole or in part, by fire or other
casualty, we may, at our option, terminate this Agreement upon notice
to
you, effective upon such casualty, or may elect to repair or restore
the
Suite, without expense to you, unless due to your negligence, within
ninety (90) days or within such longer period of time as may be required
because of events beyond our control. If repaired or restored, this
Agreement will not terminate, but the Monthly Fees will be abated
on a
prorated basis for the period of time that the Office is unusable
or
services not provided.
6.
Liability
and Indemnifications.
(A)NEITHER
OUR COMPANY NOR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS,
PARTNERS, AFFILIATES, AGENTS OR REPRESENTATIVES WILL BE LIABLE FOR
ANY
DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR
EXEMPLARY DAMAGES ARISING OUT OF OUR FAILURE TO PROVIDE USE OF THE
OFFICE,
TO PROVIDE ANY UTILITY, TO FURNISH ANY SERVICES, OR ANY ERROR OR
OMISSION
OR ANY DELAY OR ANY INTERRUPTION WITH RESPECT THERETO, ANY INJURY
TO
PERSON OR DAMAGE TO YOUR PROPERTY OR PROPERTY OF YOUR EMPLOYEE'S,
GUESTS
OR INVITEES, ALL OF WHICH ARE EXPRESSLY ASSUMED AND WAIVED BY
YOU.
(B)YOU
AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS OUR COMPANY AND OUR
OFFICERS,
DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS AND REPRESENTATIVES
FROM AND AGAINST ANY LIABILITY TO PARTIES ARISING OUT OF YOUR USE
AND
OCCUPANCY OF THE OFFICE OR ANY ACT OR OMISSION OF YOU OR YOUR OFFICERS,
DIRECTORS, EMPLOYEES,
AGENTS,
REPRESENTATIVES, CONTRACTORS, CUSTOMERS OR INVITEES UNLESS CAUSED
BY OUR
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Form
LA-0401
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7.
Default.
(A)You
will
be deemed to be in default under this Agreement if: (i) you default in the
payment of the Monthly Fees or other sums when due hereunder, regardless
of
whether or not we provide written notice of such default; (ii) you default
in
the prompt and full performance of any other provision of this Agreement
and any
such default continues for more than five (5) business days after we provide
written notice of such default to you; (iii) there is a material adverse
change
in your financial condition from the date of this Agreement as determined
in our
sole discretion; or (iv) you are in default under any other agreement between
you and us.
(B)If
you are
in default, we have the option to pursue any one or more of the following
remedies without any additional notice:
(i)we
may
immediately terminate this Agreement and may enter your Office, if any, and
take
and hold possession of the contents in the Office (and we are hereby granted
a
lien thereon), terminate all services provided and change any locks or access
codes without releasing you, in whole or in part from any of your obligations
under this Agreement In the event of such termination, we may, at our option,
declare the entire amount of the Monthly Fees that would become due and payable
during the remainder of the Term, to be due and payable immediately, and
you
agree to promptly pay as the entire amount. Further, any of your personal
property which remains in the Office or the Suite after the termination of
this
Agreement may, in our sole discretion, be deemed to have been abandoned by
you
and we may either hold possession thereof as our property or may dispose
of such
personal property, without any accountability or liability and at your expense,
in any manner (including having the same stored at your risk and
expense).
(ii)pursue
any
other remedy now or later available to us. Our exercise of any right or remedy
will not prevent us from exercising any other right or remedy.
(C)You
agree
to pay all costs and expenses including reasonable attorneys'
fees,
expended or incurred by us in connection with the enforcement of this Agreement,
the collection of any sum due hereunder, any action for declaratory relief
in
any way related to this Agreement or the protection or preservation of any
of
our rights under this Agreement.
8.
Covenant
Not to Solicit Employees. You understand that our employees are an
indispensable part of our business operation. Accordingly, you will not,
without
our prior written approval, for your purposes or on behalf of any party,
employ,
take away or solicit or attempt to employ any employee with whom you had
contact
during your Term or for a period of one (1) year thereafter. In the event
of a
breach of your obligation in this paragraph, you agree to pay liquidated
damages
equal to each such employee's annual salary for each employee with respect
to
whom such breach occurs, it being mutually agreed that the actual damage
that
would be sustained by as as the result of any such breach would be extremely
difficult to fix and that the liquidated damage amount is fair and
reasonable.
9.
Miscellaneous.
(A)This
is
the only Agreement between us for the Office and all amendments to this
Agreement will be in writing, signed by both parties. The invalidity or
unenforceability of any provision of this Agreement will not affect the rest
of
the Agreement.
(B)All
waivers must be in writing and signed by the waiving party. Our failure to
enforce any provision of this Agreement or our acceptance of fees will not
be a
waiver and will not prevent us from enforcing any provision of this Agreement
in
the future. No receipt of money by us will be deemed to waive any of your
defaults.
(C)The
laws
of the state in which the Suite is located will govern this
Agreement.
(D)You
represent that all parties signing this Agreement on your behalf are authorized
to execute this Agreement, and you agree that the obligations of the parties
signing this Agreement (including any guarantor) are to be joint and
several.
(E)Neither
you nor anyone claiming by, through or under you will assign this Agreement
or
permit the use of any portion of the Suite by any individual or entity other
than you, unless approved by us in our sole discretion. In the event of any
such
permitted assignment or use, you will not be relieved any of your obligations
under this Agreement. Any assignment not approved by us will be
void.
(F)You
specifically agree to maintain and protect all access codes, cards and/or
keys
provided by us in a confidential manner and to not provide these to anyone
else.
Furthermore, you agree to notify us promptly if you have any reason to believe
that a third party has improperly obtained any of your access codes, cards
and/or keys.
(G)All
notices provided under this Agreement will be in writing. Notices will be
deemed
to be duly given if mailed by registered or certified mail, postage prepaid,
addressed to the addresses provided in the Basic Terms.
(H)THIS
AGREEMENT IS NOT INTENDED TO CREATE A LEASE OR ANY OTHER INTEREST IN REAL
PROPERTY IN FAVOR OF YOU, BUT MERELY GRANTS YOU A LICENSE TO USE THE SUITE
AND
YOUR OFFICE FOR THE PURPOSES IDENTIFIED IN THIS AGREEMENT AND IS REVOCABLE
BY US
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. This Agreement is subject
and
subordinate to any underlying lease or contract or mortgage now or later
encumbering the building or the premises comprising the Office or the Suite.
This Agreement will terminate simultaneously with the termination of the
Suite
operation for any reason. You are not a party to nor do you have any rights
under any of the foregoing.
(I)You
acknowledge that it will be your responsibility to notify all parties of
termination of the use of your Suite address, assigned telephone number and
facsimile numbers and we will have no liability therefore.
(J)We
may
assign this Agreement and/or any fees hereunder without your consent and
you
agree to attom to any such assignee.
(K)Terms
not
otherwise defined in this Agreement will have the meaning set forth in the
Basic
Terms attached hereto and incorporated herein by reference.
(L)Terms
used
in the singular also include the plural, and vice versa. References to either
gender are to include all genders.
CLIENT
| By: | ||
| Authorized Signature | Print name |
| Its: | ||||
| Title | Date | |||
OFFICE
SUITES PLUS PROPERTIES, INC.
| By: | ||
| Authorized Signature | Print name |
| Its: | ||||
| Title | Date | |||
PERSONAL
GUARANTEE: For value received, the undersigned unconditionally and irrevocably
guarantees the prompt payment and performance of all obligations of Client
in
this Agreement. This guaranty is a guaranty of payment. The undersigned will
not
be released if any term of this Agreement is waived or modified.
| By: | ||||
| Authorized Signature | ||||
| Print Name | Date | |||
