Exhibit 10.13
Lease Agreement
This Lease is made by and between LESSOR : Kan, Hung-Sen([ ][ ][ ])(hereinafter
referred to as "Party A") and LESSEE : Kid Castle Internet Technology
Corporation (hereinafter referred to as "Party B") for the lease of premises
hereunder. Both parties agree to abide by the terms and conditions set forth as
follows:
1. Premises under the Lease : Party A hereby leases the premises located at
0xx Xxxxx-0, Xx. 000, Xxxx-Xxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxx Xxxxxx
(including a car park space : B4 / No. 12) under the Lease.
2. The Term of the Lease :
A. The term of the Lease shall be six years, commencing from March 20th,
2003 to March 19th, 2009.
B. The Lease may be renewed by Party B giving a notice in writing to Party A
at least three months prior to the expiration of the term hereof, and such
renewal, if any, shall be subject to the rental and other conditions as
negotiated by both Parties. A new lease shall be contracted otherwise by
the Parties.
C. In the event that Party A shall not consent to the renewal of lease
after receiving a written notice by Party B requesting for such renewal,
Party A shall reply to Party B in writing thereupon. In such case, Article
451 of the R.O.C. Civil Code shall not be applied hereto, and Party B is
obligated to restore the Premises to the original condition and return the
Premises unconditionally to Party A upon expiration of the Lease term
without delay in any excuse.
D. Party A shall give Party B a total of twenty-nine days of a gratuitous
decoration period from February 19th to March 19th, 2003. Party B is
responsible for dismantling the decoration of the Premises of the previous
lessee and shall bear the Premise administration fee of February 2003 and
the charge of electricity from January 6th to March 5th of 2003.
3. Rent
A. The monthly rent shall be NT$110,000 in total(including value added
tax, i.e. Party B shall issue a check for NT$99,000 per month to Party A).
The monthly rent remains unchanged during the six years of the Lease term.
B. The rent shall be payable using the Premises delivery date to be the
first day of each two-year period (twenty-four months) by twenty-four
checks from Party B to Party A. The rent for the following two-year period
must be honored to Party A by twenty-four checks at least twenty days
before the date of the next period commences.
C. In the event that the rent checks hereby reserved shall be unpaid or
bounced after any delay, Party B shall be liable for adding a penalty
equivalent to 1% of the total of unpaid rent on a daily basis to unpaid
rent payable. In the event after a warning is given by Party A Party B
shall fail to pay the rent over two months, Party A may terminate the
Lease. Party B shall vacate the Premises unconditionally without objection
and pay unpaid penalty and other incurred expenses, in addition to the rent
payable.
D. The rent and penalty payable as described above shall be paid and
cleared by Party B; otherwise Party A may deduct from the rental deposit
any of such unpaid amount. In the event that any other expenses is
insufficient to cover the said total compensation, Party A may file an
lawsuit against Party B for the difference.
4. Rental Deposit
A. Party B shall pay to Party A a rental deposit of NT$330,000 upon
signing of this Lease.
B. The said rental deposit shall be returned to Party B without interest,
against the receipt originally issued for the payment of the rental
deposit, upon expiration of this Lease, when Party B vacates and surrenders
the Premises and has fulfilled this Lease obligation.
C. Party B shall not have the creditor's right of the rental deposit
transferred or mortgaged to any third party.
5. The Building Administration :
A. To maintain the Building with utmost due diligence, Party B agrees that
Party A commissions an experienced building administration company to
govern the administration of this Building. Party shall abide by the
regulations governing the administration of this Building as specified by
administration office of this Building.
B. The electricity consumption shall be paid by Party B according to the
readings on the respective electricity meter according to the Taiwan power
Co. The water supply charge shall be paid by Party B according to the
readings on the respective meter, if any; otherwise distributed in
proportion to the area leased by each lessee. The private air-conditioning
consumption by the individual lessee shall be paid by the individual lessee
according to the readings on the respective air-conditioning meter. The
expenses involved in the electricity, water supply and public
air-conditioning for the public facilities shall be distributed according
the readings on respective meters in proportion to the area leased by each
lessee. The said expenses shall be paid monthly to administration office of
this Building on time. All charges of consumables due to facilities, which
are privately used by Party B, shall be borne by Party B.
C. Party B agrees to pay the expenses involved in building equipment
maintenance, cleaning, air-conditioning equipment maintenance and all other
public utility equipment in proportion to the area leased by each lessee
and shall pay to the administration office of this Building on time.
6. Insurance : Party A shall acquire sufficient and appropriate insurance for
possessed premises. Party B shall acquire appropriate insurance for
movables and equipment, etc. inside the leased Premises; Party A shall in
no circumstances have any concern therefrom.
7. Underground Parking Lot : Party A is obligated to provide a set of parking
card relating to each parking space. In the event that the damage or loss
to any parking card possessed by Party B, Party B shall directly reapply a
new parking card to the administration office of this Building at Party B's
own cost. If an additional parking space in the Premises is required by
Party B, Party B shall directly apply to the administration office of this
Building in accordance with Parking Lot Code ([ ][ ][ ][ ][ ][ ][ ][ ][ ]).
8. Use of Premises :
A. Party B shall use the Premises only for legal office purposes and shall
not use such for any other purpose.
B. Party B shall not, in whole or in part, have the Premises subleased,
transferred, mortgaged to any third party, or in any other way provided for
use by any third party. Any subsidiary company owned by Party B is not
subject to the limits.
C. Party B shall not use the Premises for operating businesses relating to
tax evasion, contraband trading or other illegal use, nor for storing
hazardous articles that will cause public danger. Party B shall be
answerable and responsible for the consequence of any breach of Ordinances,
if any; Party A shall be exempted from such liability therefrom.
D. Public facilities and areas of this Building, such as corridors, open
spaces, parking lot, toilets, underground utility rooms, outdoor sidewalks
on the first floor of this Building, and all other public areas including
stairways, fire escapes, elevators, reservoirs and ambiences, etc., shall
not be used for storing articles, living quarters, residence, or other
activity by Party B. Leased Premises and other equipment, such as
elevators, water supply and electricity meters, lighting, aluminum/glass
made doors and windows, sanitary facilities, fire apparatuses,
fire-blocking walls and other facilities of this Building shall be kept in
good condition. equipment inside the Premises shall not be destroyed or
privately established, indoor partitions and decoration of the Leased
Premises by Party B are not subject to such limits..
E. The specification signboard of all lessees is provided at a designated
place in the lobby inside the first floor of this Building by Party A,
Party B shall set up the Company logo or signboard in accordance with
designated size and place provided by Party A.
F. 1) In the event that any damage in the leased Premises, such as
air-conditioning equipment, water supply and wire pipes, doors, windows, RC
structure, ceiling panels and/or associated construction is made due to
force majeure or any causes for which Party B shall not be liable, Party A
shall, basing on the obligation of a lessor, repair the damage as soon as
possible. In case any damage in the leased Premises is made otherwise or
regular replacement of hardware components or parts, such as water supply
and drainage, power outlets/switches, lighting, glasses and lockers, or
painting damage, etc., Party B shall be obligated to repair or compensate
therefor at Party B's own costs.
2) Party B may make alternations of partitions and/or
facilities in the Premises as Party B deems necessary;
construction work shall not damage the main structure, fire
apparatuses and the facilities of this Building and such
amendment shall be at Party B's own costs.
3) Party B shall not erect illegal additions,
structures, et cetera on the Premises.
4) If Party B shall make alternations of water
supply, electricity and air-conditioning equipment in the
leased Premises, Party B needs to make such request to Party A
by submitting plan(s) for approval. Only after Party A
releases written approval and the administration office of
this Building is well informed, can construction work begin;
upon the completion of construction work, related charts shall
be placed on file by Party A. The usage of water supply,
electricity and air-conditioning after alternations shall not
be more than the total electric load in the leased Premises.
All expenses involved in design, amendment, and construction
shall be borne by Party B. If any damage is made by Party B,
his agents, or his employees by negligence or intention, thus
causing loss to Party A and other lessees in the Premises,
Party B shall be fully responsible for compensating such
damage or loss.
5) If amendment of facilities, such as wires, pipes and equipment
completed by Party B fails to pass building safety
inspections, Party B shall be fully responsible for the
improvement in the leased Premises in accordance with building
safety standards and passing the requirements of building
safety inspections. Such expenses shall be at Party B's own
costs.
6) If Party B desires to install associated security system and
equipment in the leased Premises, Party B shall make such
request to the administration office of this Building in
writing. Only after Party A evaluates that the plan shall not
influence the Building security system, can the security
system and equipment be established.
G. Party B shall not use the Premises to engage in the transactions of
direct sales, futures, nor as a negotiable securities transactions business
house, nor as an investment company, which absorbs private funds, nor for
raising dogs or other animals.
9. Special Agreements :
A. The leased Premises belongs to the Third Categorized Industrial
District([ ] [ ] [ ] [ ] [ ][ ]) under "Land Use Districts of Taipei
County([ ][ ][ ][ ][ ][ ][ ][ ][ ])", it is expressly understood that Party
B shall follow the regulations of the land use districts.
B. The house tax and land value tax of the Premises shall be borne by
Party A; whereas the expenses involved in taxes payable for business
operations and income tax owing to the leased Premises included in the rent
shall be borne by Party B.
C. Party B shall be liable for the expenses involved in water supply,
electricity, air-conditioning and building administration of the Premises
prescribed in Article 5 of this Lease following the date of delivering the
leased Premises from Party A to Party B.
D. In the event that Party B fails to pay the rent payable, the charges
for water supply and electricity consumption and other expenses in
accordance with this Agreement, Party A shall terminate water and
electricity supplies, whereupon Party B shall have no objection.
E. The either party may, during the period of this Lease, terminate this
Lease by giving a written notice to the other party at least three months
in advance. In addition to paid rent of that month(within a month shall be
deemed as a whole month), the Lease shall be terminated at the end of the
subsequent three months as mentioned and the rent checks paid in advance
before being cashed shall be paid back to Party B by Party A after Party B
vacates and surrenders the Premises.
F. In the event that Party B violates any provisions of this Lease and
fails to improve within a certain time limit upon a written notification
given by Party A, Party A shall terminate the Lease and demand Party B to
vacate and surrender the Premises within a certain time limit. Thereupon
Party B shall surrender the Premises to Party A and the rent paid in
advance shall not be returned back to Party B, in addition, Party B shall
pay to Party A a compensation of a sum equal to three months of rent on the
time of such termination.
G. Upon expiration or termination of this Lease, Party B shall restore the
Premises to the original condition, vacate and surrender the Premises to
Party A and clear the Premise of decoration and waste material. Any article
left inside the Premises, such as signboard, logo or partitions, etc.,
prescribed in Article 8 of this Lease shall be deemed to be abandoned at
the disposal of Party A as waste, and such expenses shall be borne by Party
B. Party A may deduct from the rental deposit or pursue Party B's guarantee
for such expenses, to which Party B and Party B's guarantee shall have no
objection.
H. When Party B surrenders the Premises to Party A, Party B shall not
request for any moving cost or other expenses in any excuse, nor ask for
the return of the rental deposit from Party A prior to the surrender of the
Premises.
I. Upon the expiration of the Lease term, in the event Party B delays or
refuses to surrender the Premises if a new lease agreement is not executed,
Party B shall be liable for a default penalty equivalent to one month of
the rental after a delay of one month from the date of expiration. Party B
shall pay a default penalty equivalent to two months of the rental adding
to the penalty amount of the preceding month after delays of returning the
Premises over two months from the date of expiration. After delays of
returning the Premises over three months, another default penalty
equivalent to a triple monthly rental shall be added to preceding amounts
to be borne by Party B. In the event that Party B occupies the Premises
over four months after the expiration of the Lease, Party B shall pay
quintuple monthly rent on a monthly basis, in addition, vacate and
surrender the Premises back to Party A as soon as possible.
J. Upon the expiration of this Lease, Party B shall take priority of
leasing the Premises.
K. If Party A desires to sell the leased Premises, Party B shall enjoy the
right of preemption.
10. Rights and Obligations : Party B shall use the Premises with the degree of
care of a responsible administrator. If the Premises provided by Party A
are damaged or destroyed by Party B, his agents, or his employees due to
negligence or intention, Party B shall be fully responsible for
compensating such damage or loss.
11. Surrender of the Premises : upon expiration or termination of this Lease,
Party B shall restore the leased Premises to the original condition, vacate
and surrender the Premises to Party A and clear the Premise of decoration
and waste material. Upon hand-over of all items in the leased Premises back
to Party A without disputes, Party B shall settle rent payable, unpaid
penalty and compensation for damages, if any; otherwise Party A shall
deduct from the rental deposit, to which Party B shall have no objection.
12. Supplemental Provisions :
A. Points not mentioned in this Lease shall be handled in accordance with
relevant regulations or mutual agreement by both parties. In case of any
disputes arising from this Lease, both Parties agree that case shall be
subject to the jurisdiction of Taipei District Court for the first trial of
such lawsuit.
B. This Lease shall be in duplicate and two copies, each Party shall hold
an original and one copy, respectively, for record.
The Parties :
Lessor (Party A) : Kan, Hung-Sen([ ] [ ] [ ])
Responsible Person : Kan, Hung-Sen([ ] [ ] [ ])
Address : 1 F, 109, Zheng-Da 2 Street, Wen Shan District,
Taipei City
Lessee (Party B) : Kid Castle Internet Technology Corporation
Responsible person : Wang, Kuo-An
Business Uniform No. : 70676630
Address : 0xx Xxxxx, Xx. 00, Xxxx-Xxxxx Xxxx, Xxxxxxxx Xxxx,
Xxxxxx Xxxxxx
Date: February 19th, 2003
