The Office @ Xxxxxxx Square
Service Agreement
AGREEMENT made this 22 July 2002 by and between The Office At One Xxxxxxx
Square, Inc., d/b/a The Office @ Xxxxxxx Square, Cambridge, Massachusetts (the
"Company") and Snapshot, Inc. (the Licensee).
WHEREAS, the Company is the Licensor of a certain office space located at One
Broadway, Cambridge, Massachusetts, and
WHEREAS, the Licensee desires to use an office and certain services and
facilities to be provided by the Company, and
WHEREAS, the Company desires to give and grant to the Licensee the exclusive
license and privilege to use a location within its premises for the purpose
herein specified,
NOW, therefore, in consideration of the sums of money hereinafter agreed to be
paid and in further consideration of the stipulations, terms and conditions
contained herein, the parties agree as follows:
1. Grant of License: The Company xxxxx xxxxx to the Licensee and the
Licensee hereby accepts from the Company the license and privilege of
operating an office within the premises of the Company at the location
and for the term as specified in the attached Schedule A. The parties
agree that the within License is executed solely for the convenience of
the parties in establishing their respective rights and obligations
hereunder but is not intended to convey any right, title or interest in
the land or the buildings at One Broadway, Cambridge, Massachusetts.
Licensee shall be liable for all charges for the length of term
specified in Schedule A. After such initial term expires the Agreement
is automatically renewed at then current market rate until either party
furnishes the other party with a thirty (30) day written notice to
terminate. If there has been no rent increase since the initial
occupancy date, on January 1 of the year following initial occupancy
the basic rent will be increase at a percentage not to exceed the
operating and tax cost adjustments levied on the Company by its
landlord.
2. Services: The Company will provide the services specified in the
attached Schedule A at such charges and rates as indicated on Schedule
A. Such services will be provided during normal business hours unless
otherwise agreed upon between the parties in writing. With respect to
certain services, the Licensee will be allocated certain allowances as
specified in Schedule A. Unused allowances for any one period may not
be carried over into the next period. Charges for such services are
subject to change.
3. Notice of Asbestos: Licensee, on behalf of and all of its employees
and agents, hereby acknowledges that they have been advised of the
presence of chrysotile asbestos which is sprayed on the beams above
the ceiling with an overspray on the pan. The licensee shall take no
action at any time that will disturb this material including, but not
limited to the movement and/or temporary or permanent removal of
ceiling tiles.
4. Use of Office: The Licensee will use the office for general office
purposes only and for no other purpose without prior written notice for
the Company. The Licensee will not offer services that compete in any
way with those already offered by the Company to existing Licensees.
Licensee shall not install any equipment without the expressed written
consent of the Company. The Company reserves the right, at its own
cost and expense, to require the Licensee, upon thirty (30) days
notice, to relocate its office(s) elsewhere in the Suite.
5. Payment: All basic fees and other charges payable under this License
Agreement shall be due and payable in advance commencing on the fee
commencement date and on the first day of each and every month of the
term thereafter or whenever a statement or invoice for such charges is
rendered. Any changes in support services provided shall result in an
adjustment in charges. Licensee shall be obligated to pay to the
Company interest at the rate of fifteen (15%) percent per annum, on all
sums and charges. Licensee is obligated to pay under the terms of
Schedule A to this Agreement from the date said sums and charges become
due and remain unpaid until the date such sums and charges are paid in
full. In addition, Licensee shall be charged a late payment charge of
five (5%) percent of any delinquent amount payable under the terms of
this Lease and shall pay attorney's fees and costs incurred by the
Company in conjunction with any such late payment, all of which are to
be paid by Licensee within five (5) days of receipt of the Company's
Invoice therefore.
6. Inspection: The Company has the right at any time to inspect the
Licensee's premises to provide services, view the condition of the
premises, make alterations and repairs and show the premises to
prospective clients.
7. Additional Third Party Agreements: The Licensee will complete and sign
any additional documents required and necessary for the provision of
the services as set forth in Schedule A.
8. Indemnification and Liability: Licensee will defend, indemnify and hold
harmless the Company and its respective officers, employees and agents
from any claims, liabilities or loss and damages, direct or indirect,
incurred by Licensee, its officers, employees, agents and
representatives, including all costs and expenses of defense of any
action or proceeding including reasonable attorney's fees arising in
any manner directly or indirectly, out of any incident to or any injury
to or death of persons including but not limited to the Licensee,
authorized persons, and employees and invitee of any of them, or any
damage to personal property, including but not limited to property of
the Licensee, authorized persons or employees and invitee of any of
them. Licensee shall maintain adequate insurance for the foregoing and
present evidence of same to the Company upon request.
9. Termination: The Company may terminate this license upon breach of any
of the terms and conditions of this license, including but not limited
to the failure to timely pay the charges set forth on the attached
Schedule A. In addition, after the expiration of the initial term,
either party may terminate this Agreement upon not less than 30 days
written notice.
10. Deposit: Upon execution of this license, the Licensee shall pay an
amount equal to two (2) months' basic charge set forth on the attached
Schedule A for the performance by Licensee of all provisions of this
license. The Company may apply the deposit to any charges or other
payments due from the Licensee or to any other amount the Company may
be required to expend on behalf of the Licensee. Upon written notice,
the Licensee shall reimburse the Company for any amount paid on the
Licensee's behalf so that the deposit will be not less than two (2)
months' basic charge. If the Licensee is not in default or breach
of this license at the end of the term, this deposit shall be returned
to the Licensee without interest.
11. Compliance with Laws: The Licensee acknowledges that no trade or
occupation shall be conducted in the office or use made thereof which
will be unlawful, improper, noisy or offensive, or contrary to any law
or any municipal bylaw or ordinance in force in the city of Cambridge.
12. Insurance: Licensee agrees to maintain during the term hereof insurance
coverage with respect to the office assigned in Schedule A for
Comprehensive General Liability Insurance, all such insurance to
include the Company and its officers, employees, and agents as
additional insured parties. Licensee shall provide the Company with
copies of policies or certificates prior to the date Licensee takes
possession of its assigned office and from time to time thereafter as
required by the Company evidencing that said insurance is in full force
and effect. All policies and certificates shall provide that a minimum
of thirty (30) days written notice shall be given to the Company by any
such insurance company prior to the cancellation, termination or change
of such coverage. All insurance herein required shall be deemed an
obligation of Licensee not in discharge or limitation of Licensee's
obligation to indemnify the Company.
13. Fire Insurance: The Licensee shall not permit any use of the office
which will make voidable any insurance on the property of which the
office is a part, or on the contents of said property or which shall be
contrary to any law or regulation from time to time established by the
New England Fire Insurance Rating Association, or any similar body
succeeding to its powers.
14. Rules and Regulations: Licensee agrees with the Company that Licensee
shall not make noises, cause disturbances, use or operate any devices
that emit sound or other disturbances, create odors or situations any
of which may be offensive to other Licensees or that would interfere
with the normal operations of the premises of the Company. It is
understood and agreed that Licensee shall comply with the Rules and
Regulations issued by the Company. Licensee is prohibited from
bringing in any equipment excepting personal computers, printers, and
fax machines without the expressed written consent of the Company.
15. Maintenance: The Licensee agrees to maintain the office in good
condition, damage by fire and other casualty only excepted,
acknowledging that the office is now in order. The Licensee shall not
permit the office to be overloaded, damaged, stripped or defaced.
16. Alterations-Additions: The Licensee shall not make any structural
alterations or additions to the office without the written consent of
the Company. All such allowed alterations shall be at Licensee's
expense and shall be in quality at least equal to the present
construction. Licensee shall not permit any mechanics' liens, or
similar liens, to remain upon the leased premises for labor and
material furnished to Licensee or claimed to have been furnished to
Licensee in connection with work of any character performed or claimed
to have been performed at the direction of Licensee and shall cause any
such lien to be released of record forthwith without cost to the
Company. Any alterations or improvements made by the Licensee shall
become the property of the Company.
17. Assignment: The Licensee shall not assign this agreement without the
Company's prior written consent. Notwithstanding such consent, Licensee
shall remain liable to the Company for the payment of all charges
and for the full performance of the covenants and conditions of this
agreement.
18. Subordination: This license shall be subject and subordinate to any
and all leases, mortgages, deeds and other instruments in the nature of
a lease, mortgage or deed, now or at any time hereafter, a lien or
liens on the property of which the premises are a part and the Licensee
shall, when requested promptly execute and deliver such written
instruments as shall be necessary to show the subordination of this
license to said lease, mortgage, deed. Termination of the Company's
lease or leases with the owner of the premises will terminate this
license and all of the Company's obligation to the Licensee.
If the building located at One Broadway, Cambridge, Massachusetts (the
"Building) or the premises (the "Premises") therein leased to the
Company (the "Lease") are destroyed by fire or other case such that the
owner of the Building determines not to rebuild the same or exercises
any right it may have to terminate the Lease, this Agreement shall
expire at such time as the Licensor's interest in the Premises
terminated and Licensee thereon shall surrender its office to Licensor
and shall pay all charges through the time of such termination. In the
event that such owner shall decide to restore or rebuild the Premises
and/or the Building, and the Licensor's interest in the Premises under
the Lease is not terminated, this Agreement shall remain in full force
and effect; however the charges payable hereunder shall be abated in
proportion to the time in which Licensee has been deprived of the use
of its office. In no event shall Licensor be liable to Licensee for any
loss or damage occasioned by such fire or other cause.
If the whole of substantiality the whole of the Building or the
Premises shall be condemned or taken in any manner for any public or
quasi-public use or purpose, this Agreement shall cease and terminate
as of the date of the taking of possession for such use or purpose. If
less than the whole or substantially the whole of the Building or the
Premises shall be so condemned or taken, whether or not Licensee's
office is affected, then Licensor may, at its option, terminate this
Agreement as of the date of the taking of possession for such use or
purpose by notifying Licensee in writing of such termination. Upon
any such taking or condemnation and this Agreement continuing in force,
the fees payable by the Licensee hereunder shall be abated in
proportion to the time in which Licensee has been deprived of its use
of its office. Licensee shall have no claim arising from any such
taking and, without limitation, no claim against any proceeds paid on
account on such taking.
19. Default and Bankruptcy: In the event that:
a) If upon (5) five days written notice to the Licensee the
Licensee shall default in the payment of any charge or
other sum specified or in Schedule A; or
b) The Licensee shall default in the observance or performance
of any other of the Licensee's covenants, agreements, or
obligations hereunder; or
c) The Licensee shall be declared bankrupt or insolvent
according to law, or if any assignment shall be made of
Licensee's property for the benefit of creditors,
When this agreement and license shall terminate, including but not
limited to the Licensee's access to the office and the provision of
services by the Company and the Company may remove the Licensee's
effects, without prejudice to any remedies which might be otherwise
used for arrears of charges or other default.
20. Notice: Any notice from the Company to the Licensee shall be deemed
duly served if mailed to the office of the Licensee, registered,
postage prepaid, addressed to the Licensee. Any notice from the
Licensee to the Company shall be deemed duly served, if mailed to the
Company by registered or certified mail, return receipt requested,
postage prepaid, addressed to the Company t such address as the Company
may from time to time advise in writing.
21. Surrender: The Licensee shall at the expiration or other termination of
this license remove all of the Licensee shall deliver to the Company
all keys, lock thereto, and other fixtures connected therewith in good
condition. In the event of the Licensee's property is not removed from
the premises, Company is hereby authorized, without liability to
Licensee for loss or damage thereto, and at the sole risk of Licensee,
to remove and store an of the property at Licensee's expense, or to
retain same under the Company's control or to sell at public or private
sale, without notice any or all of the property not so removed and to
apply the net proceeds of such sale to the payment of any sum due
hereunder, or to destroy such property.
22. Employees of the Company: Licensee hereby acknowledges that employees
of the Company have been carefully selected and/or received training
from the Company and agrees not to employ or solicit for employment
any employee of the Company for a period of 12 months following
expiration date of this agreement and further agrees that if such
employee is hired Licensee shall pay to the Company the sum of 40% of
employee's salary being paid by Licensee as liquidated damages.
23. Choice of Law: The parties agree that the interpretation, instruction
and enforcement of this contract shall be governed by the laws of the
Commonwealth of Massachusetts.
Licensee: Snapshot, Inc. THE OFFICE @ XXXXXXX SQUARE, INC.
By: /s/ Xxxxx Xxxxxxx Xx. By: /s/ Xxxxxx X. Xxxxxx
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President President
Date: 7/22/02 Date: 7/23/02
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Schedule A
Services to be provided by The Office @ Xxxxxxx Square
Client Name: Snapshot, Inc. Term: 6 months
Billing Address: 000 Xxxxxxxxx Xxxx
Xxxx 00
Xxxxxxxxxxxxxx, XX 00000
Telephone number: 000-000-0000 Start Date: Aug.1, 2002
E-Mail: ____________________________________
Authorized person(s) Xxxxx Xxxxxxx Office assigned: 40
Service Distribution/Allowance Basic Charge
Identity Plan ___ hours of office use,
Telephone answering, mail service
Full-Time Plan F.T. Office use #1 40 $ 850
Total Basic Charge
Other Changes-Support Services (billed every 26 days)
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5 Hours conference room use $ incl. - Hours secretarial Service $ -
X Mail Services $ incl X TAS $ incl
X Telphone Service $ mkt rt 1 # of telephone ext. $ incl
X L.O.T.-1 hr $ incl X T-1 Internet access $ mkt rt
X Furniture stnd. $ incl
Custumer provided equipment: ____ Fax Machine $_____
____ Other $_____
1
Initial Charges
First Month's Basic Fee............................................$850
Deposit..........................................................$1,700
Adjustments(if any)................................................
Total Due........................................................$2,550
Authorized Signature: /s/ Xxxxx Xxxxxxx Xx.
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Date: 7/22/02
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