SHARED SERVICES AGREEMENT
EXHIBIT
10.23
THIS
SHARED SERVICES AGREEMENT
(this
“Agreement”),
made as
of this 1st day of May, 2004, is by and between Century Capital Associates
LLC,
having an office at 000 Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000 (herein
referred to as “CCA”), and Medi-Hut Co., Inc., having an office at 000 Xxxxxx
Xxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000 (herein referred to as
“MHUT”);
WITNESSETH:
WHEREAS,
CCA has
leased from Trillium Partners LLC (herein referred to as “Prime Landlord”),
those certain premises (herein referred to as the “Premises”) described in that
certain Lease Agreement (herein referred to as the “Prime Lease”) dated
September 28, 2000 between Trillium Partners LLC, as the “Landlord” therein, and
CCA, as the “Tenant” therein;
WHEREAS,
the term
of the Prime Lease commenced on November 1, 2000 and expires on October 31,
2005, unless earlier terminated as provided in the Prime Lease;
WHEREAS,
CCA is
permitted to sublease and otherwise share the Premises under the Prime Lease;
and
WHEREAS,
MHUT
desires to sublease a portion of the Premises and otherwise utilize CCA’s
offices and equipment to conduct business;
NOW,
THEREFORE,
in
consideration of the mutual covenants set forth herein, CCA and MHUT agree
as
follows:
1. Representations
of CCA.
CCA
represents and warrants to MHUT as follows:
| 1.1 |
CCA
has delivered to MHUT a true, correct and complete copy of the Prime
Lease
as amended through the date hereof.
|
| 1.2 |
The
Prime Lease is presently in full force and effect and CCA is not in
default under the Prime Lease.
|
| 1.3 |
The
Prime Landlord has consented to the terms of this
Agreement.
|
2. Term.
The term
of this Agreement (herein referred to as the “Agreement Term”) shall commence on
May 1, 2004 (herein referred to as the “Commencement Date”), and shall continue
until terminated by either party, with or without cause, upon sixty (60) days
prior written notice, but in no event shall the Agreement Term continue past
the
term of the Prime Lease.
3. Shared
Services.
CCA
hereby agrees to allow MHUT to occupy three offices approximating 340 square
feet and to utilize common areas, kitchen, lobby and conference rooms (herein
referred to as the “Shared Premises”). CCA also agrees to allow MHUT to use
certain equipment and services as an “all-inclusive” arrangement for the Monthly
Retainer Fee defined and described in Paragraph 4 hereof. The equipment and
services shall include telephones, telephone service with direct dial, personal
voicemail, computer networking, office furniture and high speed internet access
(herein referred to as the “Shared Equipment”). The Shared Premises and the
Shared Equipment, collectively, shall be referred to herein as the “Shared
Services.”
4. Rental.
The
monthly rental for the Shared Services shall be Two Thousand Five Hundred
Dollars ($2,500.00) (herein referred to as the “Monthly Rental Fee”), which
shall be paid by MHUT to CCA as follows:
| 4.1 |
Contemporaneously
with the execution hereof, MHUT shall pay to CCA a refundable services
retainer in the sum of Two Thousand Five Hundred Dollars ($2,500.00)
(herein referred to as the “Refundable Services Retainer”). The Refundable
Services Retainer need not be kept separate and apart from other CCA
funds. No interest shall be paid on the amount of the Refundable Services
Retainer and such Refundable Services Retainer may be used by CCA to
provide Shared Services under this Agreement. MHUT agrees that the
Refundable Services Retainer shall not be used by MHUT as payment for
the
Monthly Rental Fee for the Shared Services without receiving the written
consent of CCA. In the event MHUT defaults in the performance of any
of
the terms hereof, CCA may apply or retain the whole, or any part, of
the
Refundable Services Retainer for the payment of any Monthly Retainer
Fee
or any other payment due hereunder. If MHUT shall, at the end of the
Agreement Term, have fully and faithfully complied with all of the
terms
of this Agreement, the Refundable Services Retainer, or any balance
thereof, shall be returned to MHUT within thirty (30) days
thereafter.
|
| 4.2 |
Commencing
May 1, 2004, MHUT shall pay to CCA the Monthly Service Fee in the sum
of
Two Thousand Five Hundred Dollars ($2,500.00), with such rental fee
being
payable on the first (1st)
day of the month for which the rental fee is being
paid.
|
| 4.3 |
MHUT
shall pay all fees as herein provided promptly at the times and in
the
manner herein specified. If any amount is not paid within five (5)
days
after its due date, MHUT shall pay interest on such amount from the
date
on which it was due until the date on which it is actually paid at
the
rate of ten percent (10%) per annum. Notwithstanding the foregoing,
CCA
agrees to allow MHUT to defer payment of all Monthly Service Fees,
without
interest, until MHUT has received cumulative cash proceeds exceeding
Five
Hundred Thousand Dollars ($500,000) from either an investment, sale
of
assets or through the settlement of pending
litigation.
|
| 4.4 |
If,
under any provision of the Prime Lease, any additional rent shall be
payable by CCA to Prime Landlord directly attributable to services
ordered
by or activities undertaken by or on behalf of MHUT in connection with
this Agreement or on account of MHUT’s default hereunder, then MHUT shall
pay such additional rent on demand by CCA. MHUT may be directed by
CCA to
pay such additional rent directly to Prime
Landlord.
|
-2-
5. Prime
Lease; Covenants of the Parties. Except
to
the extent not otherwise inconsistent with the agreements and understandings
expressed in this Agreement or applicable only to the original parties to the
Prime Lease, the terms, provisions, covenants, and conditions of the Prime
Lease
are hereby incorporated herein by reference subject to the following
understandings:
| 5.1 |
To
the extent that any of the Prime Lease sections conflict or are
inconsistent with the provisions of this Agreement, whether or not
such
inconsistency is expressly noted herein, the provisions of this Agreement
shall in all instances prevail over the Prime
Lease.
|
| 5.2 |
CCA
agrees to perform all of its obligations under the Prime
Lease.
|
| 5.3 |
Should
CCA receive a notice of default or any other notice from the Prime
Landlord, CCA shall provide prompt notice and forward a copy of such
notice to MHUT.
|
| 5.4 |
Upon
the termination of this Agreement, MHUT shall surrender the Shared
Premises and the Shared Equipment to CCA in the condition in which
the
Shared Premises and the Shared Equipment were received from CCA on
the
Commencement Date, except for ordinary wear and tear and damage by
casualty or condemnation not the result of the negligent or intentional
act or omission of MHUT or its officers, agents, employees and invitees.
CCA shall remain liable to Prime Landlord for any restoration required
under the terms and conditions of the Prime
Lease
|
| 5.5 |
If
the Prime Lease terminates, this Agreement shall terminate and the
parties
hereto shall be relieved of any further liability or obligation under
this
Agreement.
|
6. Brokers.
CCA and
MHUT each warrants to the other that no broker, agent, salesman or any other
person is entitled to a commission or similar fee in connection with this
Agreement.
7. Use
of Premises.
The
Shared Premises shall be used and occupied only for office space and for no
other use or purpose.
8. Warranty
of Quiet Enjoyment.
So long
as MHUT shall observe and perform the covenants and agreements applicable to
it
hereunder, MHUT shall, at all times during the Agreement Term, peacefully and
quietly have and enjoy the possession of the Shared Premises.
9. Assignment
and Subletting.
MHUT
shall not assign this Agreement or further sublease, rent or share all or any
part of the Shared Premises without the prior written consent of both the Prime
Landlord and CCA.
10. Governing
Law.
This
Agreement shall be governed and construed in accordance with the laws of the
State of New Jersey.
11. Notices.
All
notices which may or are to be required to be given by either party on the
other
hereunder shall be in writing. All notices shall be sent by hand delivery,
overnight delivery service or United States mail, to the address hereinbelow
set
forth for such party, or to such other place as a party may from time to time
designate in a written notice to the other.
-3-
To
CCA:
Century
Capital Associates LLC
000
Xxxxxx Xxxxxx
Xxxxxx
Xxxx, Xxx Xxxxxx 00000
Attention:
Xxxxxx X. Xxxxxxx
To
MHUT:
Medi-Hut
Co., Inc.
000
Xxxxxx Xxxxxx
Xxxxxx
Xxxx, Xxx Xxxxxx 00000
Attention:
Xxxxx X. Xxxxx
with
a
copy to:
Xxxxxxxx,
Xxxxxxxx & Xxxxxx, P.C.
000
Xxxx
Xxxx Xxxx
X.X.
Xxx
000
Middletown,
New Jersey 07748
Attention:
Xxxx X. Xxxxxxx, Esq.
-4-
IN
WITNESS WHEREOF,
the
undersigned representatives of the parties hereto have executed this Agreement
on behalf of the parties as of the day and year first above
written.
CENTURY
CAPITAL ASSOCIATES LLC
By:
/s/
Xxxxxx X. Xxxxxxx
Name:
Xxxxxx
X.
Xxxxxxx
Title:
Managing
Member and Vice President
MEDI-HUT
CO., INC.
By:
/s/
Xxxxx
X. Xxxxx
Name:
Xxxxx
X.
Xxxxx
Title:
Vice
President
-5-
