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HQ GLOBAL WORKPLACES
HQ GLOBAL WORKPLACES VIRTUAL OFFICE PROGRAM SERVICE AGREEMENT
HQ CENTER: Rockefeller Center
ADDRESS: 0000 Xxxxxx xx xxx Xxxxxxxx
ADDRESS: 0 xx Xxxxx
XXXX, XXXXX XXX XXX: Xxx Xxxx, XX 10020
PHONE: (00000-0000
FAX: (00000-0000
CLIENT/COMPANY NAME: World Information Technology TAX IDENTIFICATION NUMBER/SOCIAL SECURITY NUMBER: 800001653
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ADDRESS (NOT CENTER ADDRESS): 0000 Xxxx Xxxxxx Xxxxx HQ PROGRAM NAME: HQ VIRTUAL OFFICE
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CITY, STATE AND ZIP: Las Vegas, NV 89102 HQ PROGRAM MONTHLY FEE: $285.00
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EMAIL ADDRESS: xxx00000@xxxxx.xxx AMOUNT OF REFUNDABLE RETAINER: $570.00
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PHONE: (000)000-0000
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FAX:
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CONTACT PERSON: Xxx Xxxx
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This Services Agreement ("SERVICES AGREEMENT") is made and entered into as of
this 13th day of February, 2004, by and between HQ GLOBAL WORKPLACES, INC.
("HQ") and World Information Technology ("CLIENT") for the provision of certain
services and facilities as more fully described herein offered by HQ at the
above address ("FACILITY"). In consideration of the mutual covenants and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. TERM: The term of this Services Agreement shall commence on 02/16/04 and
continue thereafter for a period of 3, ending on 05/31/04 (THE "INITIAL
TERM") . Upon expiration of the Initial Term, this Services Agreement
shall automatically renew upon the same terms and conditions at the then
current market rates ("RENEWAL TERM") , unless earlier terminated by
either party upon thirty (30) days advance written notice prior to the
expiration of the then current term. The Initial Term, together with any
Renewal Terms, is referred to herein as the "Term" of this Services
Agreement.
2. SERVICES AND FEES: Subject to the terms and conditions set forth herein,
Client shall receive the HQ VIRTUAL OFFICE program. HQ hereby grants to
Client the nonexclusive privilege and right, subject to the terms and
conditions contained herein, for two (2) hours of use of private office
space (based on availability, at no additional fee), fulltime receptionist
service, mail receiving and forwarding service and a dedicated inbound
dial telephone number answered by a live telephone operator during
business hours and voicemail after hours. Additionally, HQ shall provide
for use of conference rooms and other business services on demand, as more
fully described in Schedule A attached hereto (COLLECTIVELY, THE
"SERVICES") . HQ shall provide the Services during normal business hours
(i.e., 8:30 am through 5:00 pm, Monday through Friday, except public
holidays). The charges for the Services are set forth on Schedule A
("SERVICE CHARGES") and are subject to change at HQ's discretion upon
thirty (30) days written notice to Client. The Service Charges are in
addition to the Monthly Fee (as hereinafter defined).
3. PAYMENTS: Client agrees to pay a fee in the amount of $285.00 (THE
"MONTHLY FEE") per month plus any applicable sales or use taxes during the
Term for the HQ VIRTUAL OFFICE. HQ shall provide Client with an invoice
for any Service Charges for the prior month. Client shall pay the Monthly
Fee and Service Charges on the first day of each month. In addition to any
other sums due, Client shall pay monthly late charges equal to five
percent (5%) of all amounts that have not been paid to HQ within five (5)
calendar days of the due date. Client acknowledges that upon execution of
this Services Agreement, Client shall pay certain fixed fees, set up fees
and a refundable service retainer ("RETAINER") . The Retainer will not be
kept in a separate account from other funds of HQ and no interest will be
paid to Client. The Retainer may be applied to outstanding charges of
Client at any time at HQ's discretion, and Client must immediately, upon
notice from HQ, deliver sufficient funds to replenish the Retainer to its
original balance. Client also acknowledges that if the Service Charges
exceed the amount of the Retainer, HQ shall have the right to cease
providing any Services until the outstanding balance is less than the
amount of the Retainer. At the end of the term of Service Agreement, if
Client has fully satisfied all obligations and conditions, including
without limitation, any payment obligations, HQ shall refund the Retainer
within fortyfive (45) days thereafter.
4. HQ's LIMITATION OF LIABILITY: Client acknowledges that due to the
imperfect nature of verbal, written and electronic communications, neither
HQ nor any of its officers, directors, employees, shareholders, partners,
agents or representatives (COLLECTIVELY, THE "HQ PARTIES") shall be
responsible for damages, direct, indirect or consequential, that may
result from the failure of HQ to furnish any service, including but not
limited to the service of conveying messages, communications and other
services.
Client's sole remedy and HQ's sole obligation for any failure to render
any such service, any error or omission, or any delay or interruption of
any such service, is limited to an adjustment to Client's bill in an
amount equal to the charge for such service for the period during which
the failure, delay or interruption continues.
CLIENT EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE,
ANY CLAIM FOR DAMAGES, DIRECT, INDIRECT OR CONSEQUENTIAL, INCLUDING WITH
RESPECT TO LOST BUSINESS OR PROFITS, ARISING OUT OF ANY FAILURE TO FURNISH
ANY SERVICE PROVIDED HEREUNDER, ANY ERROR OR OMISSION WITH RESPECT
THERETO, FROM FAILURE OF U.S. POSTAL SERVICE OR ANY COMMERCIAL COURIER
SERVICE TO DELIVER ON TIME OR OTHERWISE DELIVER ANY ITEMS (MAIL, PACKAGES,
ETC.) OR ANY INTERRUPTION OF SERVICES. AS TO THE SERVICES PROVIDED
HEREUNDER, HQ MAKES NO EXPRESS OR IMPLIED WARRANTY AND SPECIFICALLY
DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
5. LICENSE AGREEMENT: THIS SERVICES AGREEMENT IS NOT A LEASE OR ANY OTHER
INTEREST IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A
REVOCABLE LICENSE. HQ retains legal possession and control of the
Facility. This Service Agreement terminates simultaneously with the
termination of HQ's lease or the termination of the operation of the
Facility for any reason. This Service Agreement is subject to and
subordinate to any underlying lease or contract of the building or related
to the Facility. Client acknowledges that it does not have any rights
under HQ's lease with HQ's landlord. When this Service Agreement is
terminated because the term has expired or otherwise, Client's license to
the Services and the HQ VIRTUAL OFFICE provided by the Facility is
revoked. Client agrees to remove its and its employees personal property
and vacate the Facility as of the date of termination. HQ shall not be
responsible for any property left in the Facility after such termination.
6. DAMAGES AND INSURANCE: Client is responsible for insuring its and its
employees', agents' or representatives' (COLLECTIVELY, THE "CLIENT
PARTIES") personal property against all risks, and assumes all risks in
connection with such property and Client forever release and discharges
the HQ Parties from any damages, losses or claims with respect thereto.
7. DEFAULT: Client is in default under this Services Agreement if: (i) Client
does not pay its Monthly Fee or Service Charges when due and such default
is not cured within five (5) calendar days of the due date; (ii) Client
does not comply with the terms of this Services Agreement; or (iii) Client
is not in compliance with any local, state or federal law, statute or U.S.
Postal Service regulation ("USPS") . In the case of an event of default
under Subsection 7(ii) above, HQ shall provide Client with written notice
of such default and Client shall have ten (10) calendar days to cure such
default. In the event that Client fails to cure any such default in the
time period set forth herein, HQ shall have the option, without additional
notice, to terminate this Services Agreement. In addition, in the event of
a default under Subsection 7(i) above, HQ shall have the option to apply
the Retainer to any outstanding sums owed under this Services Agreement.
8. TERMINATION: Client has the right to terminate this Services Agreement
early if Client's mail or telecommunications service is discontinued for a
period of ten (10) consecutive days for reason other than Client's default
of this Services Agreement as described in Section 7 hereof. HQ has the
right to terminate this Services Agreement early; (i) if Client fails to
correct a default pursuant to Section 7 above; (ii) without providing
Client with an opportunity to cure if Client repeatedly defaults under
this Services Agreement (i.e., two or more times); (iii) without any
opportunity to cure if Client or any Client Party uses the Facility or any
HQ business center (THE "CENTER") or service for any illegal operations or
purposes, including violation of the USPS regulations; or (iv) Client
receives an unreasonable volume of mail or packages at the Center.
9. RESTRICTION ON HIRING: Client acknowledges and agrees that during the Term
and for six (6) months thereafter, neither Client nor any Client Party
will hire any of employees of HQ. If any Client Party breaches this
provision, Client acknowledges and agrees that actual damages would be
difficult to determine and therefore Client agrees to pay liquidated
damages in the amount of onehalf of the annual base salary of such hired
employee. Client and HQ agree that this liquidated damage amount is fair
and reasonable.
10. BUSINESS CONTINUATION: Based on Client's selection below, upon expiration,
cancellation or termination of this Services Agreement, for any reason
other than default, HQ will:
(CHECK ONE ONLY)
|X| For a period of 2 months (2 month minimum), forward Client's mail on
a once weekly basis to one single designated domestic address.
Client's assigned telephone number will remain active and calls will
automatically direct to voicemail. Client will have unlimited access
to voicemail during the Business Continuation term. Client must pay
a monthly Business Continuation fee of $50 per month, plus the cost
of all postage associated with the remailing service.
|_| Refuse, discard or destroy any mail or packages addressed to Client
and delivered to Facility. Client's assigned telephone number will
be deactivated and all inbound calls to that number will receive an
announcement that the number is no longer in service. Client hereby
releases and forever discharges the HQ Parties for any claim, damage
or liability based on failure to deliver any mail, package or voice
messages after the termination of this Services Agreement.
Payment for Business Continuation is due in upon expiration, cancellation
or termination of this Services Agreement and payable in full, in advance
for the selected number of months. Charges for postage associated with
mail forwarding are due upon invoicing. Payment must be made by execution
of Credit Card Authorization.
11. MISCELLANEOUS:
A. Client acknowledges that HQ will comply with the USPS regulations
regarding client mail. Client must also comply with all USPS
regulations and amendments and interpretations of said regulations.
Client agrees, upon request, to sign an updated version of this
Services Agreement and any other necessary documents or forms.
B. All notices are to be in writing and may be given by registered or
certified mail, postage prepaid, overnight mail service or hand
delivered with proof of delivery, addressed to HQ or Client at the
address listed on the face of this Services Agreement.
C. Client agrees not to file a change of address form with the USPS.
All telephone and facsimile numbers and IP addresses are the
property of HQ, and such numbers will not be transferred to Client
at the end of the Term.
D. In the event a dispute arises under this Services Agreement, Client
agrees to submit the dispute to mediation. If mediation does not
resolve the dispute, Client agrees that the matter will be submitted
to arbitration pursuant to the procedure established by the American
Arbitration Association in the metropolitan area in which the
Facility is located. The decision of the arbitrator will be binding
on the parties. The nonprevailing party as determined by the
arbitrator shall pay the prevailing parties attorney's fees and
costs of the arbitration. Furthermore, if a court decision prevents
or HQ elects not to submit this matter to arbitration, then the
nonprevailing party as determined by the court shall pay the
prevailing parties reasonable attorney's fees and costs.
E. This Services Agreement is governed by the laws of the state in
which the Facility is located.
F. Client may not assign this Services Agreement without HQ's prior
written consent.
G. This Services Agreement and any Schedules, Exhibits and Addenda
constitute the entire agreement between the parties and supercedes
all prior oral or written agreements. All amendments shall be in
writing and signed by all of the parties hereto.
H. This Services Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument
In witness whereof, the parties have executed this Service Agreement as of the
date first above written.
BY: WORLD INFORMATION TECHNOLOGY
Signature:
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Print Name: Xxx Xxxx
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Title:
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BY: HQ GLOBAL WORKPLACES, INC.
Signature:
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Print Name: Xxxxxx Xxxxxxxxxx
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Title: AGM
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SCHEDULE A:
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SERVICES FEES
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Office Rental $10.00 per hour
Small Conference Room $50.00 per hour
Large Conference Room $60.00 per hour
Administrative Support $30.00 per hour
Building Directory Listing $0.00 per month
RULES AND REGULATIONS
1. Client's employees and guests shall conduct themselves in a businesslike
manner; proper business attire shall be worn at all times; the noise level
will be kept to a level so as not to interfere with or annoy other clients
and Client will abide by HQ GLOBAL WORKPLACES directives regarding
security, keys, parking and other such matters common to all occupants.
2. Client agrees to use chair mats and desk pads in the Office(s) and any
damage from failure to use the same shall be the responsibility of Client.
Client shall not affix anything to the windows, walls or any other part of
the Office(s) or the HQ GLOBAL WORKPLACES business center or make
alterations or additions to the Office(s) or the HQ GLOBAL WORKPLACES
business center without the prior written consent of HQ GLOBAL WORKPLACES.
3. Client shall not prop open any corridor doors, exit doors or door
connecting corridors during or after business hours.
4. Client can only use public areas with the consent of HQ GLOBAL WORKPLACES
and those areas must be kept neat and attractive at all times.
5. All corridors, halls, elevators and stairways shall not be obstructed by
Client or used for any purpose other than egress and ingress.
6. No advertisement or identifying signs, other than provided by HQ GLOBAL
WORKPLACES, or other notices shall be inscribed, painted, or affixed on
any part of the corridors, doors or public areas.
7. Client shall not, without HQ GLOBAL WORKPLACES prior written consent,
store or operate in the Office(s) or the HQ GLOBAL WORKPLACES business
center any computer (excepting a personal computer) or any other large
business machine, reproduction equipment, heating equipment, stove, radio,
stereo equipment or other mechanical amplification equipment, vending or
coin operated machine, refrigerator or coffee equipment, or conduct a
mechanical business therein, do any cooking therein, or use or allow to be
used in the Building, oil burning fluids, gasoline, kerosene for heating,
warming or lighting. No article deemed hazardous on account of fire or any
explosives shall be brought into the HQ GLOBAL WORKPLACES business center.
No offensive gases, odors or liquids shall be permitted. No fire arms
shall be permitted.
8. The electrical current shall be used for ordinary lighting, powering
personal computers and small appliances only unless written permission to
do otherwise shall first have been obtained from HQ GLOBAL WORKPLACES at
an agreed cost to Client.
9. If Client requires any special installation or wiring for electrical use,
telephone equipment or otherwise, such wiring shall be done at Client's
expense by the personnel designated by HQ GLOBAL WORKPLACES.
10. Client may not conduct business in the hallways, reception area or any
other area except in its designated Office(s) without the prior written
consent of HQ GLOBAL WORKPLACES.
11. Client shall bring no animals other than seeing eye dogs in the company of
blind persons into the Building.
12. Client shall not remove furniture, fixtures or decorative material from
the Office(s) without the written consent of HQ GLOBAL WORKPLACES and such
removal shall be under the supervision of HQ GLOBAL WORKPLACES.
13. Client shall not use the HQ GLOBAL WORKPLACES business center for
manufacturing or storage of merchandise except as such storage may be
incidental to general office purposes.
14. Client shall not occupy or permit any portion of the HQ GLOBAL WORKPLACES
business center to be occupied or used for the manufacture, sale, gift or
use of liquor, narcotics or tobacco in any form.
15. Client shall not use the Office(s) for lodging or sleeping or for any
immoral or illegal purposes.
16. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows of the HQ GLOBAL WORKPLACES business center by Client nor
shall any changes be made on existing locks or the mechanisms thereof.
17. Client shall, before leaving the Office(s) unattended for an extended
period of time, close and securely lock all doors and shut off all lights
and other electrical apparatus. Any damage resulting from failure to do so
shall be paid by Client.
18. Canvassing, soliciting and peddling in the Building are prohibited and
Client shall not solicit other clients for any business or other purpose
without the prior written approval of HQ GLOBAL WORKPLACES.
19. All property belonging to Client or any em ployee, agent or invitee of
Client shall be at the risk of such person only and HQ GLOBAL WORKPLACES
shall not be liable for damages thereto or for theft or misappropriation
thereof.
20. If Client does not remove any property belonging to Client from the HQ
GLOBAL WORKPLACES business center by the end of the term, at the option of
HQ GLOBAL WORKPLACES, Client shall be conclusively presumed to have
conveyed such property to HQ GLOBAL WORKPLACES under this Agreement as a
bill of sale without further payment or credit by HQ GLOBAL WORKPLACES to
Client and HQ GLOBAL WORKPLACES may remove the same and Client shall pay
HQ GLOBAL WORKPLACES all costs of such removal upon demand.
21. Smoking shall be prohibited in all public areas, including conference and
training rooms. No smoking shall be permitted at any time in any area of
the HQ GLOBAL WORKPLACES business center (including open offices and
workstations).
22. Client shall use only telecommunications systems and services as provided
by HQ GLOBAL WORKPLACES. Client shall pay to HQ GLOBAL WORKPLACES a
monthly equipment rental fee for the use of each telephone instrument and
voice lines. In the event HQ GLOBAL WORKPLACES discontinues the offering
of long distance service, Client shall provide its own long distance
service through a locally accessed long distance carrier.
23. Client or Client's officers, directors, employees, shareholders, partners,
agents, representatives, contractors, customers, or invitees shall be
prohibited from participating in any type of harassing or abusive behavior
to HQ GLOBAL WORKPLACES team members, other clients or invitees, verbal or
physical in the HQ GLOBAL WORKPLACES business center for any reason.
24. Internet service and any other service provided by HQ GLOBAL WORKPLACES
may only be used for lawful purposes. Transmission or storage of any
information, data, or material in violation of any US Federal, state or
local law is prohibited. Client is prohibited from using the HQ GLOBAL
WORKPLACES internet access to transmit threatening material or transmit or
receive obscene material.
25. Clients must pay service fees for each device connected to internet
service.
26. HQ GLOBAL WORKPLACES has the right to suspend T1 service at any time if
client's use violates the Rules and Regulations of internet service use.
HQ GLOBAL WORKPLACES reserves the right to make such other Rules and Regulations
as in its judgement may from time to time be needed for the safety of clients,
care and cleanliness of the offices. HQ GLOBAL WORKPLACES shall have no
responsibility to Client for the violation or non performance by any other HQ
GLOBAL WORKPLACES clients of any of the Rules and Regulations but shall use
reasonable efforts to uniformly enforce all Rules and Regulations.
