EXHIBIT 10.18
Lease Agreement
AGREEMENT OF USE
This AGREEMENT OF USE ("Agreement") is entered into this 1st day of
June 2004, by and between WARRANTECH CORPORATION ("Warrantech") with its
principal office located at 0000 Xxxxxxx 000, Xxxxxxx, Xxxxx 00000, and
MEDSTRONG INTERNATIONAL CORPORATION ("MedStrong") with its principal office
located at 000 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxx Xxxxx Xxxxxx, XX 00000.
WITNESSETH:
WHEREAS, Warrantech is the lessee of certain office space identified as
"Suite 203" in the building located at 000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx
00000 (the "Property");
WHEREAS, the Property contains several empty individual offices that
Warrantech is not using for business purposes; and
WHEREAS, MedStrong desires to use one of these individual offices for
its executive corporate purposes and Warrantech desires to make one such office
available to MedStrong in accordance with the terms and conditions hereinafter
set forth;
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. Warrantech hereby agrees to provide MedStrong with use of one
individual office (the "Office") on the Property, the location of such office to
be determined by Warrantech in its sole and absolute discretion. In addition to
the Office, MedStrong shall have reasonable access to (i) the kitchen facility,
(ii) the common waiting area and closet for guests, and (iii) the conference
room provided that usage thereof has been pre-approved by Warrantech personnel.
2. In exchange for the use of the Office, MedStrong shall pay
Warrantech the sum of Three Hundred Fifty Dollars ($350.00) per month, payable
in advance on or before the first business day of the corresponding month.
3. Heat, air conditioning, electricity and one telephone line will be
provided by Warrantech at no additional cost to MedStrong in accordance with the
terms and conditions of Warrantech's sublease (the "Sublease") with its
sublessor. Furthermore, Warrantech will provide MedStrong with access to its
existing primary fax machine at no additional cost.
4. Warrantech shall make available for use in the Office a desk, chair,
file cabinet, personal computer, printer and telephone, all of which are and
shall remain the property of Warrantech. MedStrong may elect to use any or all
of such personal items, at no additional cost to MedStrong, or it may use its
own items of personal property. MedStrong shall be solely responsible for all
other supplies and materials required to conduct its business including, but not
limited to, paper, toner and ink for the printer and fax machine.
5. MedStrong acknowledges that Warrantech's use of the Property is
subject to a lease and the Sublease. MedStrong will comply with all of the
conditions of, and restrictions on, Warrantech's use of the Property and will
promptly advise Warrantech in the event it violates any of such conditions or
restrictions. MedStrong will not contact the lessor, the sublessor, or building
management directly with respect to any issues regarding the Property or the
Office. All such issues will be directed solely to
Warrantech personnel. MedStrong personnel and its guests will have parking
availability in the building's general outdoor parking area.
6. MedStrong shall make no alterations or modifications to the Office
that could be deemed to be permanent in nature.
7. Except as specifically set forth in Paragraph 8, neither Warrantech,
the lessor, the sublessor nor building management shall have any liability
whatsoever to MedStrong for (i) damage to or loss or destruction of personal
property, (ii) the failure of any utility to provide service, (iii) the failure
of any internal building or Warrantech system, or (iv) any business interruption
and/or any loss of business or income resulting from any business interruption.
8. (a) MedStrong hereby agrees to assume all risk of damage to property
or injury to persons in, upon or about the Property and to defend, indemnify and
hold Warrantech, the sublessor and the lessor harmless from and against any and
all claims, liabilities and losses arising out of MedStrong's use of the
Property and the Office, the conduct of its business or the conduct of any of
its agents, employees and/or invitees. In support of this indemnity obligation,
MedStrong agrees to maintain not less than One Million Dollars ($1,000,000) in
general liability insurance throughout the term of this Agreement. MedStrong
shall provide Warrantech with evidence of such insurance, reasonably
satisfactory to Warrantech, at the time of execution of this Agreement and upon
each renewal hereof.
(b) Warrantech hereby indemnifies and holds MedStrong harmless from and
against any and all claims, losses, damages, suits, awards, costs and other
liabilities of any kind arising out of or resulting from its gross negligence or
willful misconduct with respect to the Property.
9. This Agreement shall have an initial term of one (1) year and shall
automatically renew for additional one (1) year terms unless terminated in
writing by either party at least thirty (30) days prior to the end of the then
current term. Notwithstanding the forgoing, either party may terminate this
Agreement upon thirty (30) days prior written notice.
10 This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Connecticut.
IN CONSIDERATION WHEREOF, the parties hereto have executed the
Agreement as of the date first set forth above.
WARRANTECH CORPORATION
By: _________________________________
Name: _______________________________
Title: ______________________________
MEDSTRONG INTERNATIONAL CORPORATION
By: ________________________________
Name: ______________________________
Title: _____________________________
