EXHIBIT 10.7
DATED SEPTEMBER 1, 1998
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(1) HQ EXECUTIVE OFFICES (UK) LTD
(2) NETOBJECTS LIMITED
AGREEMENT
relating to Office Suite Xx. 00, 00, 00
Xxxxx Xxxxxx House
Sheet Street, Windsor
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THIS AGREEMENT dated September 1, 1998 is made between
(1) THE OWNER: HQ EXECUTIVE OFFICES (UK) LTD of
00 Xxxxxxxxx Xxxxxx, Xxxxxx X0X 0XX
(2) OCCUPIER: NETOBJECTS LIMITED of
Rotherwick House, 3 Xxxxxx Xxxx Street, London EI 9YX
1. DEFINITIONS
In this Agreement the following expressions shall mean
1.1 "The Inclusive Services" - the services specified in The First Schedule
1.2 "The Chargeable Services" - such of the services specified in the
Second Schedule as are from time to time available, and any other
services as are from time to time available
2. LICENCE
The Owner grants licence to the Occupier to use Serviced Office Suite
No. 25, 26 & 27 ("the Premises") on the first floor of Royal Xxxxxx
House, Sheet Street, Windsor ("the Building") together with the right
(in common with the Owner and all others from time to time entitled) to
use the common parts of the Building for the purpose only of access to
the Premises and to use such toilet washroom and kitchen facilities as
the Owner shall from time to time designate for the Occupier's use but
subject to the right of the Owner (and all others authorised from time
to time by the Owner) to use any service conducting media within the
Premises
3. LICENCE PERIOD
The period of this licence shall commence on 1 September 1998 and shall
expire on 28 February 1999
4. RENT
a) From 1st September 1998 to 30th September 1998 the rent payable
shall be L4050.00 plus V.A.T. per calendar month inclusive of
business rates and water charges and the Inclusive Services
payable monthly in advance on the first day of each month
b) From 1st October 1998 to 28th February 1999 the rent payable shall
be L5950.00 plus V.A.T. per calendar month inclusive of business
rates and water charges and the Inclusive Services payable monthly
in advance on the first day of each month
5. OCCUPIER'S OBLIGATIONS
The Occupier agrees with the Owner:-
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5.1. to pay the rent specified in Clause 4 at all times and in the manner
set out in Clause 4 without any deduction
5.2 to pay the Owner all costs and expenses (including legal costs and
surveyors' fees) which may be incurred by the Owner in connection with
the recovery of arrears of rent or other monies payable pursuant to
this Agreement
5.3 to keep the Premises and all Owner's fixtures, fittings and equipment
in the same state of repair and condition as they are now in as
evidenced by the attached Schedule of Condition (fair wear and tear
excepted)
5.4 not to damage any of the decorations of the Premises or any of the
fixtures, fittings and equipment provided by the Owner for use by the
Occupier
5.5 to permit the Owner and those authorised by the Owner to enter the
premises for any reasonable purpose, including in connection with the
maintenance, repair and alteration of the Building or anything serving
or running through the Building, subject to the Owner making good all
damage thereby occasioned to the Premises
5.6 not to make any alteration or addition to the Premises
5.7 to comply with all statutory requirements relating to the Premises,
including all town and country planning legislation
5.8 not to display any notice or advertisements as to be visible from
outside the Premises
5.9.1 not to use the Premises other than as high-class offices in connection
with the Occupier's business
5.9.2 not do on the Premises anything which may be a nuisance or annoyance
or cause danger, injury or damage to the Owner or its tenants
5.9.3 not to invite the public generally to come to the Premises, and not to
use the Premises for a purpose which attracts casual callers
5.10 not to do or omit anything whereby any policy of insurance on the
Premises or the Building may become void or voidable or otherwise
prejudiced, or whereby the premium may be increased
5.11 to pay VAT (or similar tax which shall replace VAT) on all taxable
supplies received by the Occupier pursuant to this Agreement and, if
required by the Owner, on the rent payable pursuant to this Agreement
5.12 to comply with such regulations as the Owner may from time to time
impose in relation to the use of the Premises, the use of any toilets
washrooms and kitchen facilities in the Building, the management of
the Building, or the provision of the Chargeable Services
5.13 to pay the Owner's Charges from time to time for the provision of the
Chargeable Services monthly in arrears on the first day of each month
5.14 not to use the address of the Premises as the Occupier's registered
office
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5.15 to pay the Owner a service retainer of L11,900.00 (L5,800.00 already
held) on exchange of this Agreement
5.16 if and whenever the Occupier fails to pay the rent or any other monies
due under this Agreement on the due date (whether formally demanded or
not), the Occupier shall pay to the Owner interest at 4% above National
Westminster Bank base rate from time to time on such rent or other monies
in arrears calculated from the due date to the date of payment
5.17 to keep the Owner indemnified from and against all expenses, loss and
claims arising from any breach of the Occupier's obligations contained
in this Agreement, or from the use of the Premises by the Occupier, or
arising from any act, neglect or default of the Occupier
5.18 not, without the previous written consent of the Owner, to install any
fixtures, fittings or equipment in the Premises
5.19 not during the subsistence of this Agreement or for a period of 6
months after the expiry or sooner determination of the period of this
Agreement to employ (directly or indirectly) any person who has been
in the employment of the Owner at the Building during the subsistence
of this Agreement and if the Occupier breaches the provisions of this
clause the Occupier shall pay to the Owner on demand by way of
liquidated damages an amount equal to 40% of the gross annual
remuneration of such employee
6. OWNER'S OBLIGATION
The Occupier paying the rent payable pursuant to this Agreement and
performing and observing the obligations on the part of the Occupier
contained in this Agreement, the Owner agrees with the Occupier:-
6.1 to use reasonable endeavours to provide the Inclusive Services
6.2 to indemnify the Occupier against all business rates and water charges
payable in respect of the Premises
6.3 to refund the deposit on the determination of this Agreement less any
sums due to the Owner pursuant to the provisions of this Agreement
7. PROVISOS
7.1 The Owner shall not be liable or responsible for any loss, injuries or
damage sustained by the Occupier or any invitee or licensee of the
Occupier (either personally or to their property), and the Owner shall
not be liable to the occupier for any damage which may be caused by
stoppage or defect of any plant or machinery in or service to the
Premises or the failure of the Owner, for reasons beyond the Owner's
reasonable control, to provide the Services, or for any loss or damage
occasioned by any errors or omissions arising from the provision of
the Inclusive Services and/or the Chargeable Services
7.2 If the Premises or any part shall at any time be destroyed so as to be
unfit for occupation or use, then, save to the extent that the
insurance of the Premises shall have been vitiated or payment of the
policy monies refused by or in consequence of any act, neglect,
omission or default of the Occupier, the rent payable pursuant to this
Agreement, or a fair proportion thereof according to the nature and
extent of the damage sustained shall, from the date of
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such damage or destruction, be suspended and cease to be payable until
the Premises shall have been rebuilt or reinstated and made fit for
occupation, and any dispute concerning this provision shall be
determined by an arbitrator in accordance with the Arbitration Acts
1950 to 1979
7.3 On the determination of this Agreement, the Occupier shall vacate the
Premises and return to the Owner all keys, security devices and any
other property belonging to the Owner
7.4 The Owner shall be entitled to discontinue the provision of the
Inclusive Services (including without limitation the Telephone
Answering Services) in respect of any period or periods during which
the Occupier shall be in breach of any of the provisions of this
Agreement
8. PERSONAL
This Agreement and the licence to occupy the Premises granted to the
Occupier are personal to the Occupier, and are not transferable, and
the Occupier shall not permit anyone (other than persons employed by
the Occupier or having business with the Occupier) to use or have
access to the Premises
9. OCCUPIER'S EFFECTS
9.1 The Occupier irrevocably appoints the Owner to be the Occupier's agent
to store or dispose of any effects left by the Occupier on the
Premises for more than seven days after the expiry of this Agreement
subject to any conditions which the Owner thinks fit and without the
Owner being liable to the Occupier save to account for the net
proceeds of sale less the cost of storage (if any) and any other
expenses reasonably incurred by the Owner
9.2 Any goods or other effects left at the Premises on or after the expiry
of this Agreement shall be subject to a lien in favour of the Owner in
respect of any liability of the Occupier to the Owner pursuant to or
arising out of this Agreement and the Owner shall have power to sell
or otherwise dispose of all such goods and effects on whatever terms
the Owner shall think fit and to apply the net proceeds of such sale
or disposal towards satisfaction of such liability
Signed for and on behalf of
HQ EXECUTIVE OFFICES (UK) LTD
Signed for and on behalf of
NETOBJECTS LIMITED
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THE FIRST SCHEDULE
Details of the Inclusive Services
- Receptionist Services
- Telephone Answering Services
- Heating
- Lighting
- Electricity
- Cleaning
- Repair and Maintenance of the Building
- Insurance of the Building & Owner's contents
- Air Conditioning
- Subject to availability, courtesy Network access of eight hours
monthly at over 150 HQ Centres worldwide. Within the UK two
hours courtesy Network access will apply. (Hours may not be
carried forward to the following month.)
THE SECOND SCHEDULE
- Secretarial Services
- Photocopying
- Use of Boardrooms
- Post Handling
- Telephone charges at BT standard rate
- Facsimile
- Boardroom Catering
- Catering Services
- Car Parking
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