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Professional Office Rental Agreement - Form 2 Page 1 of 4
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[Logo of Global Path] IDENTIFICATION BOX
Global Path Inc. -----------------------------------------------------------
Landlord Xxxx Xxxxxx
Office Use Agreement -----------------------------------------------------------
Company Swiss Medice, Inc.
a corporation incorporated
under the laws of the State
of Delaware, U.S.A.
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Commencement Date July 1, 2003
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This agreement is Landlord Address for Attention: Xxxx Xxxxxx
made between the Receipt of Notice 1502348 Ontario Inc.
Company and the 00 Xxxxxx Xxxxxx
Xxxxxxxx named in the Xxxxxxx, Xxxxxxx, X0X 0X0
Identification Box
(the "Agreement")
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Company Address for Attention: Xxxxx Kllambi, CEO
Receipt of Notice 00 Xxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxx, Xxxxxxx, X0X 0X0
Phone: (000) 000-0000
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Governing Law Ontario
Jurisdiction
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FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, the parties to this Agreement agree as follows:
1. OFFICE SPACE AND RELATED SERVICES: Landlord will provide to Company the
following:
(1) The exclusive use of the office space located at 00 Xxxxx
Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxx, X0X 0X0 (the "Office
Space"), for such purposes as are appropriate to both the
business of the Company and the nature of the Office Space;
and
(2) Those services typically provided by the Landlord in
connection with the Office Space, or similar office space in
the same building.
(the "Office Rental").
Landlord will conduct its operations and provide the Office Rental in a
professional manner in accordance with industry acceptable standards and
practices.
2. TERM: The Office Rental will commence, and this Agreement will become
effective, on the Commencement Date Indicated in the Identification Box
above and will continue in full force and effect for a period of one (1)
year.
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Company Proprietary
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Professional Office Rental Agreement - Form 2 Page 2 of 4
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3. COMPENSATION: Company will compensate Landlord for the Office Rental as
set out in Schedule A attached to this Agreement. With regard to the
receipt and disposition of any compensation provided by the Company to the
Landlord and governed now or in the future under any federal, provincial
or state law, Landlord agrees to abide by any and all applicable laws and
other statutory rules and regulations and, in particular, the rules and
regulations of the Securities and Exchange Commission and any local
authority. In this regard, Landlord indemnifies and holds the Company
harmless against all actions of the Landlord considered or deemed to be in
contravention of any and all such laws, rules and regulations.
4. CONFIDENTIALITY: Landlord recognizes and acknowledges that it has and will
have access to certain written, verbal and observable propriety and
confidential information, ideas and trade secrets of the Company and its
affiliates and related parties (the "information"). In this regard,
Landlord agrees as follows, that:
(1) Landlord will not use or disclose, directly or indirectly, any of
the information or copy or duplicate in any manner any document
containing such information for any personal use or the use of any
third party, during and after the termination of this Agreement
without the written consent of the Company, except information
disclosed by the Landlord as follows:
(a) to directors, officers, or employees of the Company;
(b) the Landlord can demonstrate was known by the receiving party
prior to disclosure; and
(c) is ordered by a court or government authority to be disclosed
by the Landlord or the Company;
(2) Landlord will not use any information in the pursuit of Landlord's
other business or commercial efforts or activities outside of
Landlords efforts and activities in the rendering of the Office
Rental on behalf of the Company; and
(3) upon receipt, Landlord will immediately deliver to the Company all
copies of the Information in its possession which were given to or
prepared by the Landlord or the Company as a result of the rendering
of Office Rental under this Agreement and the disclosure of the
information. If the Company does request such information, the
Landlord may keep a summary of the Information only to enable the
Landlord to identify the Information which was subject to this
Agreement.
5. AMENDMENTS: To be effective, any amendment to the terms and conditions of
this Agreement must be mutually agreed upon writing and provided as
indicated under clause 8 below.
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Company Proprietary
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Professional Office Rental Agreement - Form 2 Page 3 of 4
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6. NOTICE: Any notice to be given under this Agreement must be made in
writing and is deemed to have been received after the date it is sent (a)
on the fifth business day when sent by regular mail, (b) on the third
business day when sent by registered mail, (c) on the second business day
when sent by courier, and (d) on the same day when sent by fax providing
proof of transmittal is provided. Each notice is to be addressed Private &
Confidential to the respective party indicated in the Identification Box
on Page 1 of this Agreement or to such other address as either party may
advise by notice as provided in this Agreement.
7. GOVERNING LAW: This agreement is governed by and constructed in accordance
with the laws of the jurisdiction named in the Identification Box on Page
1 of this Agreement.
8. COUNTERPARTS AND FACSIMILE SIGNATURE: This Agreement may be executed in
two or more counterparties, each of which shall be deemed an original, but
all of which taken together shall constitute one and the same instrument.
Execution and delivery of this Agreement by exchange of facsimile copies
bearing the facsimile signature of any party to this Agreement shall
constitute a valid and binding execution and delivery of this Agreement by
any such party. Such facsimile copies shall constitute enforceable
original documents.
IN WITNESS WHEREOF, the parties confirm their agreement to be bound by the terms
of this Agreement as the Commencement Date written above by signing below.
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Company /s/Xxxxx Xxxxxxx Name and Title Xxxxx Xxxxxxx, CEO
(please print(
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Landlord /s/Xxxx Xxxxxx Xxxx Xxxxxx
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Company Proprietary
