OFFICE SUB-LEASE
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LEASE made as of this 15th day of May, 1999, by and between
Xxxx & Xxxxxx LLP (hereinafter referred to as "Sub-Lessor") and W
Collect. Com, Inc. (hereinafter referred to as "Sub-Lessee").
RECITALS
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A. Sub-Lessor maintains an office for the practice of law at
0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
(hereinafter referred to as "Office").
B. The parties desire to enter into a sub-lease agreement
defining their respective rights, duties and liabilities relating
to the premises.
IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN,
THE PARTIES AGREE AS FOLLOWS:
1. Description of the Premises.
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Sub-Lessor sub-leases to Sub-Lessee the most easterly window
office of the Office and the most easterly secretarial space
(inclusive of secretarial desk ) and the common portions of the
Office (hereinafter referred to as "the Premises").
2. Term of Lease.
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The sub-lease shall be for a period commencing August 1,
1999 and will terminate November 30, 2000.
3. Rental Payments and Deposit.
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(a) In consideration of the rights granted to Sub-
Lessee by the Sub-Lessor hereunder, the Sub-Lessee agrees to pay
to the Sub-Lessor a monthly rental equal to the following sums,
payable in advance of each month on or before the first day of
the month:
(i) $1000.00 per month through December 31,
1999; and
(ii) $1200.00 per month through the balance
of the Lease Term set forth in Paragraph 2
above.
(b) Upon mutual execution hereof, Sub-Lessee shall pay
Sub-Lessor the sum of $1000.00 for the period from August 1, 1999
through September 30, 1999 and $1200.00 as a security deposit
which will be refunded to Sub-Lessor upon termination of this
Sub-Lease and delivery of the Premises to Sub-Lessor in good
condition, reasonable wear and tear excepted for a total payable
upon mutual execution of $2200.00.
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4. Master Lease Requirements.
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Notwithstanding the provisions contained herein, Sub-Lessee
agrees to be bound by the terms and conditions of the Master
Lease, a copy of which is attached hereto and the terms of which
are deemed incorporated herein by this reference and made a part
hereof.
5. Abandoning Premises or Personal Property.
Sub-Lessee shall not vacate nor abandon the premises at any
time during the term, but if Sub-Lessee does vacate or abandon
the Premises or is dispossessed by process or law, any personal
property belonging to Sub-Lessee and left on the Premises shall
be deemed abandoned at the option of Sub-Lessor, upon the giving
of thirty (30) days notice in writing to Sub-Lessee, and shall
become the property of Sub-Lessor if not retrieved by Sub-Lessee
within said thirty (30) day period.
6. Taxes.
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Sub-Lessee shall pay one-sixth (1/6 th) of all assessments,
pass-throughs or real property taxes assessed to Sub-Lessor on
the Premises pursuant to the Master Lease and which are not paid
by third party who is primarily liable for same. However, Sub-
Lessor shall not be liable for personal property taxes assessed
to Sub-Lessee for Sub-Lessee's personal property; nor shall Sub-
Lessee be liable for personal property taxes assessed to Sub-
Lessor for Sub-Lessor's personal property.
7. Utilities and Elevators.
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(a) To the extent that Sub-Lessor is afforded same by his
Master Lease for the Office, Sub-Lessor shall (at not additional
cost to Sub-Lessee) furnish all heat and air conditioning to the
demised Premises on all business days during the appropriate
seasons and all electricity and all hot and cold water required
by Sub-Lessee in the normal conduct of business activities on the
Premises.
(b) Sub-Lessor shall furnish telephone and fax equipment to
the Premises. However, Sub-Lessee shall be responsible for
charges for use of said equipment at the rates and charges which
Sub-Lessor is charged b the appropriate company and shall be
responsible for installation and payment of Sub-Lessee's phone
lines.
(c) Sub-Lessee may (subject to Sub-Lessor's prior approval
and at Sub-Lessee's expense) list, on the building directories,
Sub-Lessee's name.
(d) Sub-Lessor shall (at no extra expense to Sub-Lessee)
maintain a photocopying machine on the Premises, however, Sub-
Lessee shall be responsible for payment of his use thereof at the
rate of $.15/copy. Sub-Lessee may use Sub-Lessor's fax machine
at the rate of
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$.40/page.
(e) Sub-Lessee shall provide (at Sub-Lessee's sole expense)
all equipment, personnel and supplies incidental to Sub-Lessee's
business at the Premises.
(f) From the hours of 9:30 a.m. to 5:00 p.m., Sub-Lessor
shall provide Sub-Lessee the services of Sub-Lessor's
receptionist, at all other times the parties shall use reasonable
efforts to answer the phones.
(g) Sub-Lessee shall occasionally contribute coffee, or
other coffee related supplies and may utilize the coffee
utilities.
8. Alterations and Modification Repairs.
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Sub-Lessee shall take good care of the Premises and shall
not alter, repair, or change the Premises without written consent
of Sub-Lessor. All alterations, improvements and changes that
Sub-Lessee may desire shall be done either by or under the
direction of Sub-Lessor, but at the expense of Sub-Lessee and
shall become the property of Sub-Lessor and remain on the
premises. Notwithstanding the foregoing, Sub-Lessee may hang his
own artwork in his office. All damage or injury done to the
premises by Sub-Lessee or any person who may be in or on the
premises with the consent of Sub-Lessee shall be paid for by Sub-
Lessee. Sub-Lessee shall, at the termination of this lease,
surrender the premises to Sub-Lessor in as good condition and
repair as reasonable and proper use thereof will permit.
9. Relationship of Parties and Personnel; Indemnities.
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(a) Nothing contained herein shall be deemed to render any
personnel now or hereafter employed by the Sub-Lessor at the
Premises to be employees of Sub-Lessee; and Sub-Lessee shall
neither have nor exercise any control, supervision or direction
over such personnel.
(b) Nothing contained herein shall be deemed to render any
personnel, professional, or non-professional, employed or
associated with the Sub-Lessee, to be employees of the Sub-
Lessor; and the Sub-Lessor shall neither have nor exercise
control, direction or supervision over such personnel.
(c) Nothing contained herein shall be deemed to render the
Sub-Lessee an employee or agent of Sub-Lessor, nor Sub-Lessor an
employee or agent of the Sub-Lessee, it being the intention of
the parties that their relationship shall be solely that of Sub-
Lessor and Sub-Lessee. Without limiting the foregoing, neither
party shall have any right, power or authority to act for or bind
the other unless otherwise mutually agreed in writing.
(d) Nothing contained herein shall be deemed to vest in the
Sub-Lessee any right, title or interest in and to the Premises
except as herein specifically set forth.
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(e) Sub-Lessee shall at all times during the term hereof
maintain a liability insurance policy wherein Sub-Lessor is named
as an additional insured.
10. Assignment and Sub-Lease.
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Sub-Lessee may not assign any rights or duties under this
sub-lease or sublet the Premises or any part thereof, or allow
any other person or entity to occupy or use the Premises.
11. Breach or Default.
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Sub-Lessee shall have breached this lease and shall be
considered in default hereunder if:
(a) Sub-Lessee fails to pay any rent when due and does
not make the delinquent payment within three (3) days after
receipt of written notice thereof from Sub-Lessor, or
(b) Sub-Lessee fails to perform or comply with any of
the covenants and conditions of this lease and such failure
continues for a period of ten (10) days after receipt of notice
thereof from Sub-Lessor.
12. Unlawful Detainer and Attorneys Fees.
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In case suit shall be brought for an unlawful detainer of
the Premises, for the recovery of any rent due under the
provision of this lease, or for Sub-Lessee's breach of any other
condition contained herein, Sub-Lessee shall pay to Sub-Lessor
reasonable attorney's fees which shall be fixed by the Court, and
such attorney's fees shall be deemed to have accrued on the
commencement of the action and shall be paid on the successful
completion of the action by Sub-Lessor. Sub-Lessee shall be
entitled to attorney's fees in the same manner if judgment is
rendered to Sub-Lessee.
13. Holding Over.
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If Sub-Lessee holds possession of the Premises after the
term of this lease, Sub-Lessee shall become a tenant from month
to month on the terms herein specified, but at a monthly rental
as set forth in Paragraph 3(a) (ii) herein. Said rent shall be
payable monthly on the first day of each month for the following
monthly period; and Sub-Lessee shall continue to be a month to
month tenant until the tenancy shall be terminated by Sub-Lessor,
or until Sub-Lessee has given to Sub-Lessor a written notice at
least sixty (60) days prior to the date of termination of the
monthly tenancy of his intention to terminate the tenancy.
14. Remedies Cumulative.
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The remedies herein provided shall be cumulative and the
exercise of any one remedy
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shall not be to the exclusion of any other remedy.
15. Notices.
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All notices and demands which may or are required to be
given by either party to the other hereunder shall be in writing.
All notices and demands by the Sub-Lessor to the Sub-Lessee shall
be sent by United States certified or registered mail, postage
prepaid, addressed to the Sub-Lessee at the Premises, or to such
other place as the Sub-Lessee may from time to time designate in
a notice to the Sub-Lessor. All notices and demands by the Sub-
Lessee to the Sub-Lessor shall be sent by United States certified
or registered mail, postage prepare, addressed to the Sub-Lessor
at the building, or to such other person or place as the Sub-
Lessor may from time to time designate in a notice to the Sub-
Lessee.
16. Defined Terms and Marginal Headings.
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The words "Sub-Lessor" and "Sub-Lessee" as used herein shall
include the plural as well as the singular. Words used in
masculine gender include the feminine and neuter. If there be
more than one Sub-Lessee or Sub-Lessor, the obligations hereunder
imposed upon Sub-Lessee or Sub-Lessor shall be joint and several.
The marginal headings and titles to the paragraphs of this lease
are not a part of this lease and shall have no effect upon the
construction or interpretation of any part hereof.
17. Time.
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Time is of the essence of this lease agreement and each and
all of its provisions.
18. Successors and Assigns.
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The covenants and conditions herein contained shall apply to
and bind the heirs, successors, executors, administrators and
assigns of the parties hereto.
19. Warranties and Indemnities.
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(a) Sub-Lessor hereby agrees to indemnify Sub-Lessee and
hold Sub-Lessee harmless against any and all damages,
liabilities, costs, expenses, and fees (including reasonable
attorney's fees) incurred by Sub-Lessee as a result of, or in
connection with any claim, suit or proceeding instituted against
Sub-Lessee or the Premises and arising out of any breach or
claimed breach by Sub-Lessor of any warranty, representation or
covenant of Sub-Lessor's herein.
(b) Without limiting the foregoing, the Sub-Lessor shall
indemnify Sub-Lessee and hold sub-lessee harmless from and
against any and all claims, demands, and causes of actions,
including, but not limited to reasonable attorney's fees, arising
by virtue of Sub-Lessor's or Sub-Lessor's agents' or successors'
acts or omissions.
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(c) Likewise, Sub-Lessee shall indemnify and hold Sub-
Lessor harmless from and against any and all claims, demands,
causes of action, including but not limited to reasonable
attorney's fees, arising by virtue of Sub-Lessee's or Sub-
Lessees's agents' or successors' acts or omissions in Sub-
Lessee's practice or from Sub-Lessee's breach of any warranty,
representation or covenant herein contained.
20. Miscellaneous.
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(a) The waiver of any term, covenant or condition herein
contained shall not be deemed to be a waiver of such term,
covenant or condition or any subsequent breach of the same or any
other term, covenant or condition herein contained.
(b) Should any part of this Agreement for any reason be
declared invalid, void or unenforceable, the remaining portions
shall remain in full force and effect.
(c) This Agreement constitutes the entire agreement of the
parties and may not be amended or modified except in writing,
signed by all of the parties hereto.
(d) This Agreement shall be construed in accordance with
the laws of the State of California. This Agreement is not
intended to create a partnership or joint venture or
employer/employee relationship between any of the parties hereto.
This Agreement is not intended as an agreement into for the
benefit of a third party.
IN WITNESS WHEREOF, the parties have executed this Sub-Lease
the day and year first above written.
XXXX & XXXXXX LLP
"Sub-Lessor"
Dated: 05/28/1999 By: \s\ Xxxxxx X. Xxxx
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XXXXXX X. XXXX
Dated: 05/28/1999 By: \s\ Xxxxxx Xxxxxx
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XXXXXX XXXXXX
Dated: May 28/99 By: \s\ Xxxxxxx Xxxxxx
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XXxxxxxx.Xxx
By:_________________________
Its:_________________________
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