LEASE AGREEMENT
THIS
LEASE (hereinafter referred to as the “Lease” or “Agreement”), executed by and
between Xxxxx Xxxxxx (hereinafter called “Lessor”), and The Small Business
Company, Inc. (hereinafter called “Lessee”), whereby for and in consideration of
the covenants and agreements hereinafter set forth to be kept and performed
by
the parties hereto, Lessor, hereby leases to Lessee and Lessee does hereby
take,
lease, and hire from Lessor the Leased Premises hereinafter described for the
period, and at the rental, subject to, and upon the terms and conditions
hereinafter set forth, as follows:
ARTICLE
1. LEASED PREMISES
Section
1.01. Leased
Premises.
Lessor
leases to Lessee, and Lessee leases from Lessor those certain premises situated
in the City of San Diego, County of San Diego, State of California, commonly
described as 0000-X Xxxxxxxx Xxxxx, Xxx Xxxxx, XX 00000 (hereinafter called
the
“Leased Premises”).
ARTICLE
2. LEASE TERM
Section
2.01. Lease
Term.
The
Term of this Lease shall commence on December 1, 2003 (hereinafter called the
“Commencement Date”), and shall expire on thirty days notice by either party
unless sooner terminated pursuant to the terms of this Agreement (the “Term”).
If there are any option terms, such terms will be reflected on an Addendum
to
this Lease.
Section
2.02. Acceptance
of Leased Premises.
Lessee’s occupancy of the Leased Premises shall be conclusive evidence of
Lessee's acceptance of all improvements constituting the Leased Premises, in
good and satisfactory condition and repair. Lessee shall accept possession
and
use of the Leased Premises “as is” in their condition existing as of the date
hereof with all faults. Lessee, at Lessee’s sole cost and expense, shall
promptly comply with all applicable laws, ordinances, codes, rules, orders,
directions and regulations of governmental authority governing and regulating
the use or occupancy of the Leased Premises as may now or hereafter be in effect
during the Term hereof and shall if so required make any alterations, additions
or changes to the Leased Premises as may be required by said laws, ordinances,
codes, rules, directions and regulations.
Section
2.03. Lease
Termination and Condition of Premises.
Upon
the termination of this Lease for any reason whatsoever, Lessee shall return
possession of the Leased Premises to Lessor or Lessor’s authorized agent in a
good, clean and safe condition, reasonable wear and tear excepted. On or before,
and in any event no later than thirty (30) days following the date Lessee
vacates the Leased Premises and returns possession of same to Lessor, Lessee
and
Lessor, or authorized agents thereof, shall conduct a joint inspection of the
Leased Premises. Lessee at its cost shall thereafter promptly repair or correct
any defects or deficiencies in the condition of the Leased Premises, reasonable
wear and tear excepted.
ARTICLE
3. RENT
Section
3.01. Payment
of Rent.
Lessee
hereby covenants and agrees to pay rent to Lessor, without offset or deduction
of any kind whatsoever, in the form and at the times as herein specified. All
rent shall be paid to Lessor at the address specified in this Lease unless
and
until Lessee is otherwise notified in writing. Rent payments in the monthly
amount set forth below shall be payable monthly, in advance, due on the first
(1st) day of each calendar month commencing on the Commencement Date hereof
and
delinquent if not paid on or before the third (3rd
) day of
the month throughout the Term of this Lease. Rent for any period which is for
less than one month shall be a pro rata portion of the monthly installment.
The
required payments under Article 6 and all other charges payable by Lessee shall
be deemed to be additional rent.
Section
3.02. Rent Amount.
Rent
shall be $1,000.00 per month.
Section
3.03. Delinquent
Payments.
In the
event Lessee shall fail to pay the rent by the third (3rd)
day of
the month, a late charge of $25.00 shall be immediately due and payable
commencing at 12:01 on the fourth day of the calendar month.
Section
3.04. Security
Deposit.
No
security deposit is required with this Agreement.
ARTICLE
4. USE OF PREMISES
Section
4.01. Permitted
Use.
The
Leased Premises are to be used by Lessee for the purpose of general office
use.
Section
4.02. Prohibited
Activities.
During
the Term of Lease or any extension thereof, Lessee shall not:
(a)
Use
or permit the Leased Premises to be used for any purpose in violation of any
statute, ordinance, rule, order, or regulation of any governmental authority
regulating the use or occupancy of the Leased Premises.
(b)
Cause
or permit any waste in or on the Leased Premises.
(c)
Use
or permit the use of the Leased Premises in any manner that will tend to create
a nuisance or tend to adversely affect or injure the reputation of Lessor or
its
affiliates.
Section
4.03. Compliance
With Laws.
Lessee
shall comply with all federal, state, county, municipal, or other statutes,
laws, ordinances, regulations, rules, or orders of any governmental or
quasi-governmental entity, body, agency, commission, board, or official
applicable to the Leased Premises and Lessee’s business.
ARTICLE
5. UTILITIES AND TAXES
Section
5.01. Utility
Charges.
Lessor
shall be responsible for and shall pay, and indemnify and hold Lessee harmless
from all charges for the furnishing of gas, water, electricity, telephone
service, and other public utilities to the Leased Premises during the Term
of
this Lease or any extension thereof and for the removal of garbage and rubbish
from the Leased Premises during the Term of this Lease or any extension
thereof.
Section
5.02. Personal
Property Taxes.
Lessor
shall be responsible for and shall pay all taxes, assessments, or other charges
levied or imposed by any governmental entity on the equipment, trade fixtures,
appliances, merchandise and other personal property situated in, on, or about
the Leased Premises.
Section
5.03. Real
Property Taxes and Assessments.
Lessor
shall pay directly to the charging authority any and all taxes (as hereinafter
defined) respecting the Leased Premises.
ARTICLE
6. MAINTENANCE AND ALTERATIONS
Section
6.01. Maintenance
by Lessor.
Lessor
shall, at its sole cost and expense, keep in good and safe condition, order
and
repair all portions of the Leased Premises and all facilities appurtenant
thereto and every part thereof.
ARTICLE
7. INDEMNITY AND INSURANCE
Section
7.01. Hold-Harmless
Clause.
Lessor
agrees to indemnify, defend and hold Lessee, the property of Lessor, and the
Leased Premises, free and harmless from any and all claims, liability, loss,
damage, or expenses incurred by reason of this Lease or resulting from Lessee’s
occupancy and use of the Leased Premises.
ARTICLE
8. SUBLEASING, ASSIGNMENT, DEFAULT AND TERMINATION
Section
8.01. Subleasing
and Assignment.
(a)
Lessee (including without limitation any permitted subsequent assignee or
lessee) shall not sell, assign, hypothecate, pledge or otherwise transfer this
Lease, or any interest therein, either voluntarily, involuntarily, or by
operation of law, and shall not sublet the Leased Premises, or any part thereof,
or any right or privilege appurtenant thereto, for any reason whatsoever, or
permit the occupancy thereof by any person, persons, or entity through or under
it, or grant a security interest in Lessee's interest in the Leased Premises
or
this Lease or any fixtures located on the Leased Premises.
Section
8.02. Events
of Default.
Lessee's failure to timely pay any rent or other charges required to be paid
pursuant to the terms of this Lease shall constitute a material breach of this
Lease and an event of default.
Section
8.03. Lessor's
Remedies for Lessee's Default.
Upon
the occurrence of any event of default described in Section 8.02 hereof, Lessor
may, at its option and without any further demand or notice, in addition to
any
other remedy or right given hereunder or by law, demand payment, and that Lessee
vacate the Leased Premises.
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ARTICLE
9. MISCELLANEOUS PROVISIONS
Section
9.01. Force
Majeure—Unavoidable Delays.
Should
the performance of any act required by this Lease to be performed by either
Lessor or Lessee be prevented or delayed by reason of an act of God, war, civil
commotion, fire, flood, or other like casualty, strike, lockout, labor troubles,
inability to secure materials, restrictive governmental laws or regulations,
unusually severe weather, or any other cause, except financial inability, not
the fault of the party required to perform the act, the time for performance
of
the act will be extended for a period equivalent to the period of delay and
performance of the act during the period of delay will be excused; provided,
however, that nothing contained in this section shall excuse the prompt payment
of rent or other monies due by Lessee as required by this Lease or the
performance of any act rendered difficult solely because of the financial
condition of the party, Lessor or Lessee, required to perform the
act.
Section
9.02. Notices.
Except
as otherwise expressly provided by law, any and all notices or other
communications required or permitted by this Lease or by law to be served on
or
given to either party hereto by the other party hereto shall be in writing
and
shall be deemed duly served and given when personally delivered to the party,
Lessor or Lessee, to whom it is directed or any managing employee of such party,
or, in lieu of such personal service, forty-eight (48) hours after deposit
in
the United States mail, certified or registered mail, with postage prepaid,
or
when transmitted by telecopy or facsimile addressed to the parties as set forth
on the signature page hereof. Either party, Lessor or Lessee, may change the
addresses herein contained for purposes of this Section by giving written notice
of the change to the other party in the manner provided in this
Section.
Section
9.03. Amendments.
No
amendment, change or modification of this Lease shall be valid and binding
unless such is contained in a written instrument executed by the parties hereto
and which instrument expresses the specific intention of the parties to amend,
change or modify this Lease.
Section
9.04. No
Agency Created.
Nothing
contained in this Lease shall be deemed or construed by the parties hereto
or by
any third party to create the relationship of principal and agent, or of
partnership, or of joint venture, or of any association whatsoever between
Lessor and Lessee other than lessor and lessee.
Section
9.05. Sole
and Only Agreement.
This
instrument constitutes the sole and only agreement between Lessor and Lessee
respecting the Leased Premises or the leasing of the Leased Premises to Lessee.
Lessor shall have no obligations to Lessee, whether express or implied, other
than those specifically set forth in this Lease.
Section
9.06. Severability
and Governing Law.
This
Lease shall be governed by the laws of the State of California. whenever
possible each provision of this Lease shall be interpreted in such a manner
as
to be effective and valid under applicable law, but if any provision of this
Lease shall be prohibited, void, invalid, or unenforceable under applicable
law,
such provision shall be ineffective to the extent of such prohibition,
invalidity, void ability, or enforceability without invalidating the remainder
of such, or the remaining provisions of this Lease.
Section
9.07. Construction
and Headings.
All
references herein in the singular shall be construed to include the plural,
and
the masculine, and the masculine to include the feminine or neuter gender,
where
applicable, and where the context shall require. Section headings are for
convenience of reference only and shall not be construed as part of this Lease
nor shall they limit or define the meaning of any provision herein. The
provisions of this Lease shall be construed as to their fair meaning, and not
strictly for or against Lessor or Lessee.
Section
9.8. Effect
of Execution.
The
submission of this Lease for examination shall not effect any obligation on
the
part of the submitting or examining party and this Lease shall become effective
only upon the complete execution thereof by both Lessor and Lessee.
Section
9.9. Inurement.
Lessor
shall have the full and unencumbered right to assign this Lease. The covenants,
agreements, restrictions, and limitations contained herein shall also be binding
on Lessee's permitted successors and assigns.
Section
9.10. Time
of Essence.
Time
is
expressly declared to be of the essence.
Section
9.11. Survival.
All
obligations of Lessee under this Lease, including without limitation the
obligations to pay Rent, shall survive the expiration or termination of this
Lease.
Section
9.12. Waiver.
Lessee
hereby waives any rights it may have under the provisions of the California
Civil Code Sections 1932(2), 1933(4), 1941 and 1942, if applicable, and any
similar statutes regarding repair of the Leased Premises or termination of
this
Lease after destruction of all or any part of the Leased Premises.
Section
9.13. Breach
by Landlord.
Lessor
shall not be deemed to be in breach in the performance of any obligation
required to be performed by it hereunder unless and until it has failed to
perform such obligation within thirty (30) days after written notice by Lessee
to Lessor specifying wherein Lessor has failed to perform such obligation;
provided, however, that if the nature of Lessor's obligation is such that more
than thirty (30) days are required for its performance then Lessor shall not
be
deemed to be in breech if it shall commence such performance within such thirty
(30) day period and thereafter diligently prosecute the same to completion.
In
any event, Lessee must bring an action for breach of this Lease within one
(1)
year of Lessor’s breach or be deemed to have waived the breach and not harmed
thereby.
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Section
9.14. Meaning
of Consent.
Whenever
an act or provision contained in this Lease is conditioned upon the consent
or
approval of Lessor, this shall be interpreted to mean, unless otherwise
specified to the contrary, that the Lessor has the full unconditional right
and
sole discretion as to whether or not to give its consent, which may only be
given in writing.
IN
WITNESS WHEREOF, the parties hereto have executed this Lease on this 1st day
of
December, 2003.
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LESSOR:
Xxxxx Xxxxxx
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LESSEE:
The Small Business Company
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By:
/s/
Xxxxx
Xxxxxx
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By:
/s/
Xxxxxx
Xxxxxxxxx
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Xxxxxx
Xxxxxxxxx
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Title:
President
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