CONTRACT FOR LEASING OFFICE No.: 08/2008/HDTVP
Exhibit
10.28
SOCIALIST
REPUBLIC OF VIETNAM
Independence
- Freedom - Happiness
CONTRACT
FOR LEASING OFFICE
No.:
08/2008/HDTVP
Pursuant
to the Civil Code No.33/2005/QH11 passed by the 11th National Assembly of
the Socialist Republic of Vietnam, Section 7 in June 14th,
2005.
Pursuant
to the Commercial Law No.36/2005/QH11 passed by the 11th National Assembly
of
the Socialist Republic of Vietnam, Section 7 in June 14th,
2005.
Pursuant
to the Decision No. 9885/QD-UBND dated December 13th,
2007
from The People’s Committee of Da Nang City on establishing Da Nang Information
and Communication Technology Infrastructure Development Center.
Pursuant
to the
Investment Licence No. 000000000000
issued
by Danang Industrial and Export Processing Zone Authority, certified at first
on
August 20th,
2008.
Based
on
the Offer to lease of DOT VN Company Limited (in Danang) signed on September
18th,
2008.
Today,
dated on November 17th,
2008 at
the Office of Da Nang Information and Communication Technology Infrastructure
Development Center, we sign the Contract for leasing office at Software Park
Tower with the following contents:
I/
THE
LESSOR:
(PARTY A herein)
DA
NANG INFORMATION AND COMMUNICATION TECHNOLOGY INFRASTRUCTURE DEVELOPMENT
CENTER
| Representative : | Xx. Xxxxxx Xxxxx Xxxxx | Position : Director |
| Mr. Xx Xxxx Son | Position : Accountant | |
| Head office : | Xx.0 Xxxxx Xxxxx, Xxx Xxxx Xxxxxxxx, Xx Xxxx City, Viet Nam | |
| Telephone : | - Fax: | |
| Tax code : | ||
| Account No. : | ||
II/
THE
LESSEE:
(PARTY B herein)
DOT
VN COMPANY LIMITED
| Representative : | Xx. Xxxxx Xxx Xxxxxxx | Position : Chief Executive Officer |
| Position : | General Director | Position : Accountant |
| Head office : | Xxxx 00, Xxxxxx Xxxxxxxxxx Xxxx, Xxx Xxx Xxxx, Xxxxxx, Xxxxxxx. | |
| Telephone : | Fax: | |
| Tax code : | ||
| Account No. : | ||
| Passport No : | Date of issue: | Place of issue: |
| Cellphone : | Email: | |
Exhibit
10.28
CONTENT
OF THE CONTRACT
Article
1:
Area, Position and Duration of leasing
1.1.
Area
of leasing: Party A rents office ground out to Party B with an area of
95m2,
position E,
floor
9
of the
Software Xxxx Xxxxx - 00 Xxxxx Xxxxx, Xxx Xxxx Xxxxxxxx, Xx Xxxx City.
1.2.
Duration
of leasing : 02 (two) years (as
from 01/01/2009 to 31/12/2010)
Article
2:
Purpose
of leasing office and Operation field
-
Purpose
of leasing office : Operate project office to build Internet Data Center
(IDC),
Information and Communication Technology transaction.
-
Operation field : Information and Communication Technology & Internet and
specific
fields registered in the Investment Licence.
Article
3:
Price of leasing office and Payment method
3.1.
Price of leasing office : 15.50
USD/m2/a
month
(not included VAT)
(In
words : Fifteen US dollars and fifty cent per square meter per a month)
Price
of
leasing office is inclusive of the contents indicated at Item 1.2 - Article
1
and Item
5.3
- Article 5 of the contract.
3.2.
Payment method:
-
Payment
period: Payment is made by once three months within 30
(thirty)
first days of its payment period which is applied during leasing time.
-
Payment
method: Party B makes payment of Vietnam dong for Party A in cash or by transfer
according to sale price at Joint Stock Commercial Bank for Foreign Trade
of Viet
Nam - Da Nang Branch at the payment time.
-
Beneficiary unit:
Da
Nang Information and Communication Technology Infrastructure Development
Center
Head
office : Xx.0 Xxxxx Xxxxx, Xxx Xxxx, Xx Xxxx Xxxx - Xxxx Nam
Account
No.:
3.3.
Office leasing money is as from January
01st,
2009.
2
Exhibit
10.28
3.4.
Periodic payment value:
-
Value
without tax for 03 months:
| 95 m2 x 15.50 USD/ m2/ month x 03 months | = 4,417.50 USD | |
| - VAT ( 10%): 4,417.5 USD x 10% | = 441.75 USD | |
| Total of payment value for 03 months | = 4,859.25 USD |
(
In
words: Four thousand, eight hundred fifty-nine and twenty-five
cent./.)
The
total
of periodic payment value of the Contract for every three
(03)
months depends on the time of payment.
Article
4:
Deposit
Party
B
leaves a deposit to Party A equivalent to 02
(two)
month-leasing money (not including VAT) in cash or by transfer . In case
of Viet
Nam dong deposit USD rate is counted by sale price at Joint Stock Commercial
Bank for Foreign Trade of Viet Nam - Da Nang Branch at deposit
time.
-
Total
of deposit:
15.50
USD
x 95 m2
x
02
months = 2,945
USD
(In
words : Two thousand, nine hundred and fourty-five US
dollar./.)
-
Equivalent to Viet Nam dong : 49,602,635
VND
(In
words : Fourty-nine million, six hundred and two thousand and six hundred
and
thirty-five Viet Nam dong./.) )
Foreign
Exchange Rate is 16,843
VND/1USD
on
05/11/2008.
Article
5:
Responsibilities and obligations of Party A
5.1.
Handing over ground of leased office according to its area indicated at Item
1.1-Article 1 of the contract and equipments and technical material facilities
installed according to party B’ leased area (Report on handing over
premises/property).
5.2.
Ensuring that Party B has right to use leased area.
5.3.
Ensuring to provide with full utilities and services are
included
in
leasing price following:
-
Equipments is installed including: electricity, air-conditioner, loudspeaker,
fire fighting and prevention.
-
Ensuring to provide lighting in the Tower 24/24h exclude force majeure such
as:
flood, earthquake, uprising,.....
-
Ensuring lighting for the whole public area.
-
Maintaining system of lighting and air-condition at the leased area.
-
Ensuring to supply electricity used for air-conditioner at leasing ground
in the
working time in according with the Tower’s regulations.
3
Exhibit
10.28
-
Installing electricity meter at regulated places.
-
Installing socket of telephone and internet according to the Tower’s design and
activating by the customer’s requirement.
-
Ensuring elevator operation for serving customers.
-
Running
water of WC.
-
Keeping
hygiene at the public area.
-
Repairing, maintaining periodically for ensuring aesthetic of the Tower and
safety of Party B. Party B will be given a notice in writing before maintaining
to minimize inconveniences for Party B.
-
Ensuring security 24/24h, 7days/week at the public area.
-
Ensuring and providing fully free for guarding vehicle for customer of Party
B.
-
Free
guard for number of motorcycles : 06
(six)
motorcycles
5.4.
Utilities and services are
not included
in
leasing price following:
-
Electricity fee used by the lessee at leased area.
-
Telephone cost
-
Hygiene
service at leased ground
-
Internet cost
-
Fee for
guarding vehicles and insurance hat (exclude free guard for motocycles)
+
For
Motorbike: 03 USD/parking bay/a month
+
For
Car
:
35USD/parking lot/a month
(The
above prices do not include 10% of VAT)
-
Fee for
extra-time
-The
other service: according to agreement (translation, secretary, administration
service, etc).
5.5.
Having resposibility for buying insurance during using the Tower according
to
law regulations.
Article
6:
Responsibilities and obligations of Party B
6.1.
Payment for leasing office is made fully and on schedule as Article 3 of
the
Contract. In case of late payment Party B must make payment of interest counted
in some money of late payment according to interest rate of overdue debt
stated
by the Joint Stock Commercial Bank for Foreign Trade of Viet Nam - Da Nang
Branch at the payment time correlative to the time of late payment . The
time of
late payment is not exceed by 15
(fifteen) days as from the last day of payment obligation.
6.2.
Making payment of monthly service expenses such as: lighting, telephone,
fee for
working extra-time,etc used by Party B.
6.3.
Using the leased office with right purpose and operation field at Article
2 of
the Contract.
4
Exhibit
10.28
6.4.
Preservation of the interior things, equipments and technical material
facilities equipped and installed at the leased area. Cost of repairing damage
of equipments equipped at the leased area is paid by Party B.
6.5.
Executing regulations and rules of the Tower fully (enclosing Appendix
1)
6.6.
Fully executing laws of Socialist Republic of Viet Nam State.
6.7.
Not
allowed to transfer, sublet a part or the whole leased area to any
partner.
6.8.
Party B has right to extend the contract of which is informed Party A in
writing.
Article
7:
Validity of the Contract
The
Contract for leasing office will be not valid in some following
cases:
7.1
Expiration date of leasing office according to regulations at Item 1.2 of
Article 1 of the contract without agreement of Party B on extending the contract
or to make a new contract.
7.2
Party
A unilaterally terminates the contract when Party B violates one of the items
and articles of the contract such as: Article 2; Item 6.1, 6.3, 6.6 and 6.7
of
Article 6; Item 8.2, 8.7, 8.11 of Article 8 of the contract.
In
case
of violating Item 7.2 of Article 7, Party A
can not
compensate for damages
according to the signed contract (if any) who does not refund deposit to
Party
B.
Article
8:
The common provisions
8.1.
Two
Parties undertake to carry out items and articles of the contract on
co-operated, respected mind with mutual understanding. Any amendment or
supplementation of the contract (if any) have to be agreed by two Parties
in
writing.
In
the
case of not carrying out commitment or either party unilaterally terminates
the
contract it results in a penalty of 05%
(five
percent) of the contract’s value total (The contract’value total is 35,340
USD not
including 10% VAT)
8.2.
Both
Parties agree to extend the contract which is signed in writing when the
contract is valid prior to 60
(sixty)
days, of which renewed price of leasing is adjusted by the market and does
not
exceed by 10%
(ten
percent) of this Contract’ price of leasing.
8.3.
Electricity fee is counted basing on electricity meter adding to 5%
(five
percent) of the line loss together with unit price of service business from
Da
Nang Electric Power at the payment time.
8.4.
Party A will refund deposit to Party B when:
5
Exhibit
10.28
-
The
Contract for leasing office expires when two Parties carry out to sign Report
on
handing over premises/property who agree to liquidate to contract.
-
Party B
makes full payment for costs and service which Party B uses during the leasing
time.
Party
A
refunds a deposit within 10 days as from its responsibility and obligation
of
finance is finished by Party B and
Party
B will be enjoyed demand interest rate.
8.5.
Working time of the Tower :
a.
From
Monday to Friday :
7 a.m
to 18 p.m
b.
Saturday Morning :
7 a.m
to 12 a.m
8.6.
In
the event that Party B has demand to work extra-time, he has to make
registration at reception counter before 60
(sixty)
minutes and cost for extra-time has to be paid.
-
Fee for
extra-time working : 04
USD/an
hour
8.7.
Party B’s installation of information and telecommunications equipments such as:
telephone exchange, recording station, broadcasting, walkie-talkie has to
gain
party A’s agreement.
In
the
event that Party B wants to install equipments and repair or renew the interior
things Party B has to give notice to Party A in writing with the relevant
contents: drawing, installation places, execution plan. Part A will consider
and
give agreement to Party B for knowing in advance in writing on the execution.
8.8.
In
the event that either party wants to terminate the contract before the signed
duration (after 12 months of operation) its notice needs to be given to other
party prior to 03
(three)
months in writing. The time will be counted as from receiving its
writing.
8.9
In
case of the damage of equipments and properties in Party B's leased area
and
other areas (if any) that is defined by electricity, fire and concluded by
Party
B, the concerned damages will be compensated by Party B.
In
case
of the damage of equipments and properties in Party B's leased area that
is
defined by electricity, fire and concluded by outside factor (exclude Party
B),
the concerned damages will be compensated by Party A or insurance company
.
8.10.
In
the case of dispute or either party’s violation of the contract two Parties will
negotiate and reconcile in writing on the equal and profitable mind for dispute
resolution.
If
two
Parties can not settle each other the dispute will be leaded to Court of
Economics in Da Nang City for resolution. Decision of the Court is the highest
legal one which is valid for two parties’ execution.
8.11.
The
Contract has
not
pledge and mortgage value.
The
Contract is written in Vietnamese and in English, agreed and approved by
two
Parties which is made into 08
(eight)
copies. Each Party keeps 04
(four)
copies with equally legal value.
|
THE
REPRESENTATIVE OF LESSEE
(Signature
and seal)
/s/
Xxx Xxxxxxx
|
THE
REPRESENTATIVE OF LESSOR
(Signature
and seal)
/s/
Xxxxxx Xxxxx Xxxxx
|
