Exhibit 10.15
RICHMOND HOUSE (NEWBURY) LIMITED
and
EST CORP (UK) LIMITED
AGREEMENT
Date: 18th August 1997
Relating to Office Space at
Richmond House, Bath Road, Newbury, Berkshire
THIS AGREEMENT is made on the 25th July 1997 between Richmond House (Newbury)
Limited, Xxxx Xxxx, Xxxxx, Xxxxxxx, Xxxxxxxxx, XX00 0XX (hereinafter called
"RH") and EST Corp (UK) Limited, 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000, XXX
(hereinafter called "the User).
HEREBY it is Agreed as follows:-
1. During the subsistence of this Agreement:-
(a) RH will allow the User to have Access to and (in common with all
others authorised by RH so far as is not inconsistent with the rights
hereby granted and in any event not to the exclusion of RH) and use
the office(s) numbered 8 on the 1st floor of RH's Business Centre
(hereinafter called "the Centre") Richmond House, Bath Road, Speen,
Newbury, Berkshire (hereinafter called "the building" which expression
shall where the context so admits or requires include the Centre)
which is shown edged red on the plan annexed hereto (hereinafter
called "the Office") together with the fixtures and fittings therein
details of which are set out in the Second Schedule hereto.
(b) RH will provide the following services and facilities to the User:
(i) Lighting in the Office
(ii) Heating and/or air conditioning in the Office
(iii) Electric power in the Office
(iv) Cleaning of the Office and the windows thereof
(v) Reception facilities between 08.30 and 18.00 hrs on normal
business days including the taking of telephone calls and
messages
(c) RH will also procure the provision to the User of:
(i) lavatory and washing facilities for males and females within the
said Richmond House including the heating cleaning and lighting
thereof
(ii) access to the Centre over the entrance halls passages corridors
landing and stairs forming part of the Building (hereinafter
called "the Common Parts") and required for such access
(iii) heating cleaning and lighting of the Common Parts
(iv) cleaning of the windows
2. The User shall pay for the use of the Office for the said services and
facilities at the rate of (Pounds)1,450.00 (plus vat) per calendar month
payable in advance on the 1st day of each month the first payment to be
made on the date hereof being a proportion from the date hereof up to the
next date for payment hereunder.
3. This Agreement shall commence on the 18/th/ August 1997 and shall continue
until the 17/th/ November 1997 (subject to earlier determination as
hereinafter provided) and unless RH or the User shall have given not less
than one month's written notice to the other determining this Agreement
this Agreement shall continue thereafter until determined by not less than
one month's written notice given at any time by RH or the User to the other
of them.
4. RH may at any time after 17/th/ November 1997 by one month's notice in
writing to the User, vary the rate for payment for the use of the Offices
and for the said services and facilities by the User to such amount as RH
shall in such notice stipulate and as and from the expiration of such
notice the rate of payment shall be increased to the amount stipulated and
payment shall thenceforth be made accordingly provided that if RH shall
serve notice varying the rate for payment in manner aforesaid the User
shall have the right within 7 days of receipt of such notice to give notice
to RH to determine this Agreement on the date of expiration of RH's notice
and if the User shall give such notice of determination this Agreement
shall absolutely determine and the User shall cease to use the said offices
on the date of expiration of RH's notice but without prejudice to the
rights of either party hereto against the other in respect of any
outstanding breach of this Agreement.
5. The User shall prior to taking possession of the Office also pay the sum of
(Pounds)1,450.00 to RH by way of deposit and such deposit shall be repaid
to the User within 28 days of the determination of this Agreement less such
amount as may be owing to RH by the User at the date of determination under
any of the Clauses hereof or may be required to remedy any breaches by the
User of any of his/its obligations herein contained including the cost of
redecorating the Office to the extent considered necessary by RH without
prejudice to the right of RH to recover any greater amount which may be
required for such purposes.
6. RH may make available for the benefit of occupants of the Building such
secretarial photocopying and other services or facilities as it shall in
its absolute discretion decide (RH being entitled to terminate the
provision of such services at any time and for any reason) and the User
shall pay a charge to RH for the use thereof calculated by reference to the
use thereof made by the User in accordance with rates published from time
to time.
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7. RH shall not be liable to the User nor shall the User have any claim
against RH in respect of any failure to provide or procure any of the
services or facilities referred to herein whether under paragraph 1 (b) or
(c) or paragraph 6 due to or by reason of necessary repair or maintenance
of any installation or apparatus or damage thereto or destruction thereof
by fire, water, act of God or other cause beyond RH's control or mechanical
or other defect or breakdown or unavoidable shortage of fuel materials or
labour provided that RH shall use its reasonable endeavours to prevent or
remedy as soon as reasonably possible such failure.
8. The User shall be entitled to the exclusive use of:
(a) telephone number 00000-000000 for all purposes (except for advertising
for which the prior consent of RH must be obtained) and the User shall
be responsible for all standard British Telecom charges for calls made
on that telephone number and
(b) telephone number 00000-00000 for purposes of facsimile transmission of
all documents (save advertising as aforesaid) and the User shall pay a
charge to RH for the use thereof calculated in accordance with a rate
published by RH from time to time.
9. The User shall be invoiced each month (or at such other intervals as RH may
decide) in respect of the telephone charges referred to in paragraph 8
above and its use of all other services and facilities for which payment is
not included in the payment to be paid within 7 days of their issue.
10. Without prejudice to any other right or remedy or power herein contained or
otherwise available to RH if any payment whatsoever due under the
provisions hereof shall become due but shall remain unpaid for a period
exceeding 7 days to pay on demand to RH interest thereon at a rate of 4%
above the base rate for lending for the time being of Lloyds Bank plc (or
such other Bank as RH may reasonably designate) from the date when the same
became due and until payment thereof (as well after as before any
judgement).
11. The User agrees with RH to observe and perform the obligations and
conditions contained in the First Schedule hereto.
12. RH shall be entitled to determine this Agreement in the event of any
payment due from the User being in arrears for 7 days whether formally
demanded or not or of any breach of the agreements and conditions on the
part of the User herein contained remaining unremedied for 14 days after
written notice requiring such breach to be remedied has been given by RH to
the User or of the User becoming bankrupt or being a company entering into
liquidation whether voluntary or compulsory or of the User entering into
any
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composition or arrangement for the benefit of his or its creditors or
suffering any distress or execution to be levied on the Users goods.
13. RH and the User mutually acknowledge that nothing contained in this
Agreement creates or is intended to create the relationship of Landlord and
Tenant between them.
14. The occupation and use of the Office by the User by virtue of this
Agreement is non-exclusive and in particular RH reserves the right at its
discretion in connection with the management of the Centre to require the
User from time to time during the subsistence of this Agreement to move to
a different office in the Centre offering comparable space and facilities.
AS WITNESS the hand of SIGNATURE ILLEGIBLE on behalf of Richmond House
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(Newbury) Limited and /s/ Xxxx Xxxxxxx Director & Secy EST CORP (UK) Ltd. on
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behalf of the User
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The First Schedule above referred to
Agreements on the part of the User
1. To use the Office as an office in connection with the User's business and
not for any other purpose whatsoever.
2. Not to use the Office for any noxious noisy or offensive trade or business
not for any illegal or immoral act or purpose nor for betting or gaming nor
to cause or create any nuisance annoyance or disturbance to RH or other
occupiers of the Building or parts thereof nor hold any sale or auction nor
hold any public meeting therein not keep any livestock thereon.
3. To observe and perform and conform to all regulations and rules
(i) made by RH for the proper management of the Centre and
(ii) made by the Landlord of the Building for the proper management of the
Building and in each case notified by RH to the User from time to time
and to ensure that his/its servants agents and visitors observe and
conform to the same.
4. Not to introduce any additional fire or heating apparatus into the Office
and not to interfere with the heating system therein except by way of
controls provided for use by the User.
5. Not to store in the Office any article or substances of a specially
combustible inflammable explosive or dangerous nature.
6. Not to do or permit to be done anything whereby any policy of insurance on
the Building or any part thereof or the contents thereof may become void or
voidable.
7. Not to use any electrical apparatus in the Office except calculators and
dictation machines or install his/its furniture and fittings without the
prior written consent of RH.
8. Not to make any alterations or additions to the Office nor to any furniture
or fittings provided by RH nor to xxxxxx in any way the walls ceilings or
floors of the Office.
9. To use the Office in such a manner as not to cause any damage to the walls
ceilings or floors thereof or to any of the furniture or fittings provided
by RH and to pay to RH on demand the cost of repairing any damage caused.
10. Not to assign the benefit of this Agreement (the same being personal to the
User) nor to sub-licence the Office not to allow any other person to have
occupation or share enjoyment or use of the Office
11. Not to allow the Office to be occupied or used by more than 3 persons.
12. Not to display any placard or sign in or on any part of the Office or the
entrance door thereof save in the place indicated by Harvard to display in
such place only such placards or signs as shall be approved and prepared by
RH (but at the cost of the User).
13. Not to obstruct or permit to be obstructed the Common Parts or the
stairways landings or entrance lobbies of the Centre.
14. Not to darken or obstruct any windows on the Office.
15. Not to bring any safe or heavy article into the Office except with the
consent of and in a position designed by RH.
16. To permit RH or its Landlords or the authorised representatives or either
of them at all times to inspect clean or decorate and/or carry out works in
or on the Office and to enter the Office for all necessary purposes.
17. To pay any Value Added Tax imposed by law upon any sum payable under this
agreement or in respect of any services provided by RH to the User.
18. To vacate the Office on the date of determination of this Agreement
(howsoever determined).
19. RH shall have a general lien over all property of the User remaining in the
Office at the time of termination of this Agreement for payment of all
monies whatsoever due by the User to RH under this Agreement and such lien
may be enforced by sale by auction or private treaty.
20. If the User shall leave any property in the Office after the determination
of this Agreement and shall not have removed the same within 3 working days
of notice in writing from RH requiring such removal then RH may on behalf
of the User (and RH is hereby appointed by the User to act on their behalf)
sell such property and hold the proceeds of sale after deducting the costs
of removal storage and sale incurred by it to the order of the User
provided that the User will indemnify RH against all costs and claims
proceedings and expenses arising out of or in connection with such sale.
The Second Schedule above referred to
Fixtures Fittings and Furniture in the Offices
Qty 3 Executive Desks
Qty 2 Executive Chairs
Qty 2 Double filing cabinets
Qty 1 Glass fronted unit with double cupboard above
Qty 2 Visitors Chairs
