OFFICE SHARING AGREEMENT
BETWEEN:
CARTOON ACQUISITION, INC., a Delaware corporation,
hereinafter called "Sublessee",
-and-
MONTANA ACQUISITION CORPORATION, a Delaware corporation
hereinafter called "User".
1. DESCRIPTION OF PREMISES, FACILITIES, AND SERVICES
The Sublessee hereby agrees to permit to the User
and the User hereby agrees to pay rent to the Sublessee,
for the term, and subject to the conditions and covenants
hereinafter set forth, for the office commonly located at
000 Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx
00000-0000 (the "Designated Office"), together with the
privilege to use in the Office in common with the
Sublessee and other users and parties that the Sublessee
from time to time may designate.
The User hereby acknowledges that the rent paid
under this Agreement is for the rental of the Designated
Office and for the general use of common areas permitted
by the Sublessee, and for other service that may be
obtained from the Sublessee at an additional cost.
2. USE
The use of the Designated Office shall be limited to
use by the User to not more than two people, in number,
at any given time. The parties to this Agreement
(Cartoon and Montana, when hereinafter referred to
collectively) agree that Montana shall use the Designated
Office for a legitimate business premise, only to conduct
business for lawful purposes, and for no other purpose,
or as otherwise may be designated by the Sublessee from
time to time. The User may not make any alteration or
improvement to any part of the Designated Office except
with written prior consent of Cartoon, which consent
shall not be unreasonably withheld.
In addition, the User agrees to abide by the
Sublessee's Rules and Regulations, which are appended as
Schedule A hereto.
3. TERM
The term of this Agreement shall be for a period of
one year, on a month-to-month basis, commencing on the
first day of June 2006, and ending on the 31st day of May
2007, unless renewed as provided hereinafter.
In the event then the User intends to terminate this
Agreement, such termination shall become effective by
notification to the Sublessee in writing at least 30
(thirty) days prior to the proposed termination date.
The termination date shall be the last day of any
calendar month.
4. RENT
The User agrees to pay rent for the Designated
Office during the term of this Agreement at the monthly
rate of $250 payable in arrears on the last day of each
calendar month.
5. SECURITY DEPOSIT
The Sublessee does not require the User to pay any
security deposit to it under the terms of or in
connection with this Agreement.
6. ADDITIONAL FACILITIES AND SERVICES
The Sublessee agrees to make available to the User
upon request access to certain other facilities and
services as may be required by the User. The User
acknowledges that such extraordinary facilities and
services are not covered by the base rent and agrees to
pay the Sublessee for the extraordinary facilities and
services described at the standard rates established by
the Sublessee, which are prevailing at the time the
facilities and services are requested and used, or at
those rates that may reasonably be assessed by the
Sublessee from time to time, for which the Sublessee
shall present the User with accurate and dated invoices.
The User acknowledges that the request or contract
for use of such extraordinary facilities or services
shall be permissible or granted at the sole determination
of the Sublessee.
7. OVERDUE ACCOUNTS AND DEFAULT
The User agrees to pay a five per cent (5%) per
month interest charge to the Sublessee on any overdue
account for the rental of the Designated Office. The
User agrees that should it default in the payment of
rent, or any other amount payable hereunder, or in the
performance of any other terms or conditions of this
Agreement, then the Sublessee may, by providing a five
(5) day written notice to the User, terminate this
Agreement and retake possession of all of the User's
possessions, and, the User shall then forthwith continue
to remain liable to pay all monies owing or accruing to
the Sublessee up to the date of any such voluntary or
involuntary termination.
8. LIABILITY
The Sublessee shall not be liable to the User for
any injury or damage to the User's employees or property
or that of its invitees or designees, by whatever cause,
including, without limitation, any event resulting from
the acts or omissions of Sublessee's employees, persons
renting, subleasing, or using office space or services
from the Sublessee, or other persons occupying any part
of the Designated Office, or from any failure of services
provided to User, such as electricity, water, or gas or
for any injury or damage to property or persons caused by
any person or by the Sublessee's failure to repair.
The Sublessee and its employees shall not be
responsible for shortages in, damages to or condition of
any parcels, cartons, goods, or monies received. In
utilizing the Designated Office, or additional services
or facilities hereunder, the User agrees that for the
purpose of risk, loss, errors, or omissions, the persons
or entities providing the services shall be deemed the
employees of the User and not that of the Sublessee. The
Sublessee makes no warranties as to the skill,
competency, or integrity of the person performing these
services and the User agrees to satisfy itself as to the
completeness and accuracy of all work product produced.
The User shall be responsible for all damage or loss
caused to the Designated Office, including the
furnishings, fixtures, and equipment, except for
reasonable wear and tear. The User shall pay for all
repairs and replacement thereof during the term and
following the termination of this Agreement. The User
shall be responsible for insuring its own property
located at the Designated Office.
9. TAXES
The User shall not be responsible for the payment,
on a pro rate basis or otherwise, of any real estate
taxes associated with the real property underlying the
Designated Office.
10. TELEPHONE SERVICE
The User acknowledges that it is responsible to
contract for and maintain any telephone service at the
Designated Office. In addition, should the User use the
Sublessee's telephone or equipment, the Sublessee may
charge the User a nominal charge for such use and
services, at the Sublessee's discretion.
11. ASSIGNMENT AND SUBLETTING
Under no circumstances may the User assign this
Agreement or sublet the Designated Office or any other
part of the premises.
12. EMPLOYMENT OF THE SUBLESSEE'S EMPLOYEES
For the term of this agreement and for a period of
twelve (12) months thereafter, should the User offer to
employ, hire, or contract with, or refer for hire to a
third party (collectively, "Offer"), directly or
indirectly, in any manner whatsoever, any person who was
an employee of or contract service provider to the
Sublessee at any time during the twelve month period
immediately preceding such Offer, the User shall
forthwith pay to Sublessee the sum of $15,000.00 as a
procurement fee.
13. TERMINATION
The User may not terminate this Agreement prior to
the herein agreed date of expiration unless prior written
consent is obtained from the Sublessee. The Sublessee
has the right to terminate this Agreement at any time,
without prior notice, for the User's failure to comply
with any part of this Agreement.
14. SEVERABILITY
In the event that any part of this Agreement shall
be held to be unenforceable or invalid, the remaining
parts of this Agreement shall nevertheless continue to be
valid and enforceable as though the invalid portions had
not been a part thereof.
15. REPAIR
The User agrees to surrender the Designated Office
to the Sublessee in the same state of repair and
condition as originally received by the User, normal wear
and tear excepted.
16. NOTICES
Any notice required or permitted to be given
hereunder shall be given by delivery to the addressee at
the Designated Office and shall be deemed to be given at
the time of actual occupancy by the User.
17. TIME
Time shall be of the essence hereof.
18. GENERAL
This Agreement embodies the entire agreement between
the Parties relative to the subject matter hereof, and
shall not be modified, changed, or altered in any respect
except in writing acknowledged by the parties.
DATED June 1, 2006, and executed in the City of
Rochester, New York.
Cartoon Acquisition, Inc.,
a United States corporation ("Sublessee")
/s/ Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
President
Montana Acquisition Corporation,
a Delaware corporation ("User")
/s/ Xxxxxxxx X. Xxxxxx
President
Schedule A
RULES AND REGULATIONS
(1) The User, and the User's employees, consultants,
advisors, and other guests, will conduct itself and
themselves in a business-like manner; proper attire
will be worn at all times; the noise level will be
minimized to a level so as not to interfere with or
annoy other occupants of the Designated Office or the
Sublessee.
(2) The User shall not alter the Designated Office without
the prior written consent of the Sublessee.
(3) The User will not affix anything to the walls of the
Designated Office without the prior written consent of
the Sublessee.
(4) The User, and the User's employees, consultants,
advisors, and other guests, will not prop-open any
corridor doors, exit doors, or door connecting
corridors during or after business hours.
(5) All corridors, halls, elevators, and stairways shall
not be obstructed by the User or used for any purpose
other than egress and ingress.
(6) No advertisement or identifying signs or other notices
shall be inscribed, painted on, or affixed to any part
of the corridors, doors, or public areas.
(7) The User shall not, under any circumstances, do any
cooking thereon, or use or allow to be used at the
Designated Office any oil, burning fluids, gasoline,
kerosene, or other flammable or combustible fluids,
for any purpose whatsoever.
(8) If the User requires any special wiring for business
machines or otherwise, such wiring shall be done by a
licensed electrician designated by the Sublessee. The
electrical current shall be used for ordinary lighting
purposes only unless written permission to do
otherwise shall first have been obtained by the
Sublessee.
(9) The Sublessee and its employees, agents, and guests,
shall have the right to enter the Designated Office
during commonly recognized weekday business hours for
conducting its business.
(10) The User shall give the Sublessee immediate
access to the Designated Office to show said
Designated Office on the User giving notice of intent
to vacate in accordance with the provisions of the
Agreement. The User shall in no way hinder the
Sublessee from showing said Designated Office.
(11) The User will bring no animals to the Designated
Office or on the premises comprising the Designated
Office.
(12) The User shall not remove any furnishings,
fixtures, equipment, or decorative material from the
Designated Office without written consent of the
Sublessee.
(13) The Sublessee reserves the right to make such
other reasonable rules and regulations as, in its sole
judgement, may from time to time be needed for the
safety, care, and cleanliness of the Designated
Office.
