Via Email
12/24/2002
Xxxxx XxXxxxxx
Convera Corp
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
RE: Agreement between HQ Gateway Place Center d/b/a HQ
Global Workplaces, Inc. (HQ) and Convera Corp
(Client), dated 12/24/2002.
Dear Xxxxx:
Please use this sheet as a checklist for your agreement and
invoice pages that follow:
|_| Upon your approval, please print two (2) copies, and sign
|_| HQ will continue to hold the office(s) under contract off the
market for five (5) business days until 1/02/2003,
anticipating the return of all necessary paperwork and initial
payment of $15,011.00. If we do not receive the signed
paperwork and payment by this date, the office(s) will become
available and for sale.
|_| Return both the Agreement and check to the address below:
HQ Gateway Place Center
Suite 000
0000 Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxx
Our agent will then execute the agreements and one fully
executed copy will be returned for your records.
Thank you for selecting HQ Global Workplaces, Inc. I look
forward to working with you again in the near future. Please
don't hesitate to call me if you have further questions.
Sincerely,
Xxxxx Xxxxxx
Global Account Manager
Enclosure
*The enclosed agreement constitutes an offering and is not
binding on either party until such time that both parties have
executed the agreement.
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Client: Convera Corp Center: HQ Gateway Place Center
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Address: 1921 Gallows Road Address: 0000 Xxxxxxx Xxxxx
Xxxxx 000
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City, State and Zip: Vienna, Virginia, 22182 City, State and Zip: San Jose, CA 95110
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Email Address: XXxxxxxxx@xxxxxxx.xxx Email Address: xxxxx.xxx@xx.xxx
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Phone: 000-000-0000 Phone: 000-000-0000
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Fax: Fax: 000-000-0000
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Contact Person: Xxxxx XxXxxxxx Contact Person: Xxxxx Xxx
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Billing Address (if different from above):
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Type of Business or Service:
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Persons authorized to charge to account:
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What do I get? Full Office Program Number of Offices: 4
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Office Numbers: 11; 12; 13; 17
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How Long? Six (6) Months
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How Much? Fixed fee(s): $5,417.00
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Refundable Retainer: $7,844.00 Fixed Fee Payment Date: 1st of Service Fee Payment Date: 1st of
Month Month
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When do I start? 2/01/2002
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I have read and understand the terms and conditions on the reverse side
and I agree to be bound by those terms and conditions.
Additional Terms:
HQ agrees that client may occupy office #11; 12; 13; and 17 before the
commencement of said agreement, for the prorated amount for the period.
During this period, the Client shall be subject to all of the terms and
conditions contained in this Agreement.
TERMS AND CONDITIONS
1. OFFICE ACCESS. As a client you have a license to use the office(s) assigned
to you. You also have shared use of common areas in the center. Your office
comes with standard office furniture. You have access to your office(s)
twenty-four (24) hours a day, seven (7) days a week. Our building provides
office cleaning, maintenance services, electric heating and air conditioning
to the center during normal business hours as determined by the landlord for
the building.
We reserve the right to relocate you to another office in the center from
time to time. If we exercise this right it will only be to an office of equal
or larger size and configuration. This relocation is at our expense.
We reserve the right to show the office(s) to prospective clients and will
use reasonable efforts not to disrupt your business.
2. SERVICES. In addition to your office, we provide you with certain services on
an as requested basis. The fee schedule for these services is available upon
request. The fees are charged to your account and are payable on the service
fee payment date listed on the reverse side of this agreement. You agree to
pay all charges authorized by you or your employees. The fee schedule is
updated from time to time.
HQ Global Workplaces (HQ) and vendors designated by HQ are the only service
providers authorized to provide services in the center. You agree that
neither you nor your employees will solicit other clients of the center to
provide any service provided by HQ or its designated vendors, or otherwise.
In the event you default on your obligations under this agreement, you
agree that HQ may cease to provide any and all services including telephone
services without resort to legal process.
3. PAYMENTS. You agree to pay the fixed and additional service fees and all
applicable sales or use taxes on the payment dates listed on the reverse side
of this agreement. If you dispute any portion of the charges on your bill,
you agree to pay the undisputed portion on the designated payment date. You
agree that charges must be disputed within ninety (90) days or you waive your
right to dispute such charges. You may be charged a late fee for any late
payments.
When you sign this agreement you are required to pay your fixed fee, set up
fees and a refundable retainer. The refundable retainer will not be kept in a
separate account from other funds of HQ and no interest will be paid to you
on this amount. The refundable retainer may be applied to outstanding charges
at any time at our discretion. We have the right to require that you replace
retainer funds that we apply to your charges. At the end of the term of this
agreement, if you have satisfied all of your payment obligations, we will
refund you this retainer within forty-five (45) days.
4. OUR LIMITATION OF LIABILITY. You acknowledge that due to the imperfect nature
of verbal, written and electronic communications, neither HQ nor HQ's
landlord or any of their respective officers, directors, employees,
shareholders, partners, agents or representatives shall be responsible for
damages, direct 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 utility or services. Your sole remedy and
HQ's sole obligation for any failure to render any service, any error or
omission, or any delay or interruption of any service, is limited to an
adjustment to your bill in an amount equal to the charge for such service for
the period during which the failure, delay or interruption continues.
WITH THE SOLE EXCEPTION OF THE REMEDY DESCRIBED ABOVE, CLIENT EXPRESSLY AND
SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE, ANY CLAIM FOR DAMAGES,
DIRECT OR CONSEQUENTIAL, INCLUDING WITH RESPECT TO LOST BUSINESS OR PROFITS,
ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE, ANY ERROR OR OMISSION WITH
RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF SERVICES. HQ DISCLAIMS ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. LICENSE AGREEMENT. THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN
REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE
LICENSE. We retain legal possession and control of the center and the office
assigned to you. Our obligation to provide you space and services is subject
to the terms of our lease with the building. This agreement terminates
simultaneously with the termination of our lease or the termination of the
operation of our center for any reason. As our client you do not have any
rights under our lease with our landlord. When this agreement is terminated
because the term has expired or otherwise, your license to occupy the center
is revoked. You agree to remove your personal property and leave the office
as of the date of termination. We are not responsible for property left in
the office after termination.
6. DAMAGES AND INSURANCE. You are responsible for any damage you cause to the
center or your office(s) beyond normal wear and tear. We have the right to
inspect the condition of the office from time to time and make any necessary
repairs.
You are responsible for insuring your personal property against all risks.
You have the risk of loss with respect to any of your personal property. You
agree to waive any right of recovery against HQ, its directors, officers and
employees for any damage or loss to your property under your control. All
property in your office(s) is understood to be under your control.
7. DEFAULT. You are in default under this agreement if; 1) you fail to abide by
the rules and regulations of the center, a copy of which has been provided to
you; 2) you do not pay your fees on the designated payment date and after
written notice of this failure to pay you do not pay within five (5) days;
and 3) you do not comply with the terms of this agreement. If the default is
unrelated to payment you will be given written notice of the default and you
will have ten (10) days to correct the default.
8. TERMINATION. You have the right to terminate this agreement early; 1) if your
mail or telecommunications service or access to the office(s) is cut for a
period of ten (10) concurrent business days; or 2) in connection with a
transfer to another center in the HQ network.
HQ has the right to terminate this agreement early; 1) if you fail to
correct a default or the default cannot be corrected; 2) without opportunity
to cure if you repeatedly default under the agreement; or 3) if you use the
center for any illegal operations or purposes.
9. RESTRICTION ON HIRING. Our employees are an essential part of our ability to
deliver our services. You acknowledge this and agree that, during the term of
your agreement and for six (6) months afterward, you will not hire any of our
employees. If you do hire one of our employees, you agree that actual damages
would be difficult to determine and therefore you agree to pay liquidated
damages in the amount of one-half of the annual base salary of the employee
you hire. You agree that this liquidated damage amount is fair and
reasonable.
10. MISCELLANEOUS.
A. 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 reverse side
of this agreement.
B. You acknowledge that HQ will comply with the U.S. Postal Service regulations
regarding client mail. Upon termination of this agreement, you must notify
all parties with whom you do business of your change of address. You agree
not to file a change of address form with the postal service. Filing of a
change of address form may forward all mail addressed to the center to your
new address. In addition, all telephone and facsimile numbers and IP
addresses are the property of HQ. These numbers will not be transferred to
you at the end of the term. For a period of thirty (30) days after the
expiration of this agreement, HQ will provide your new telephone number and
address to all incoming callers and will hold or forward your mail, packages,
and facsimiles at no cost to you. After thirty days (30) you may request the
continuation of this service at your cost. Business Access clients must pay
for the additional five (5) months of mail forwarding required by the USPS
regulations.
C. In the event a dispute arises under this agreement you agree to submit the
dispute to mediation. If mediation does not resolve the dispute, you agree
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 center is located. The decision of the arbitrator will be
binding on the parties. The non-prevailing 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 non-prevailing party as
determined by the court shall pay the prevailing parties reasonable
attorney's fees and costs. Nothing in this paragraph will prohibit HQ from
seeking equitable relief including without limitation any action for removal
of the client from the center after the license has been terminated or
revoked.
D. This agreement is governed by the laws of the state in which the center is
located.
E. Client may not assign this agreement without HQ's prior written consent,
which will not be unreasonably withheld. F. This agreement is the entire
agreement between you and HQ. It supercedes all prior agreements.
HQ Global Workplaces, Inc.
By: _______________________________________________
Authorized Signature
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Print Name Date
Its: _______________________________________________
CLIENT:
By: _______________________________________________
Authorized Signature
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Print Name Date
Its: ______________________________________________
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 employee, 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 T-1 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.
