Exhibit 10.10
DATED 9th April 1998
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(1) SWALLOWFIELD OFFICE SERVICES LIMITED
(2) AVESTA TECHNOLOGIES INC
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AGREEMENT
relating to Office Suite No(s) 00
Xxxxxx Xxxxx, Xxxxxxxxxxxx,
Xxxxxxx, Xxxxxxxxx, XX0 0XX
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THIS AGREEMENT dated 9th April 1998 is made between
(1) The Owner: SWALLOWFIELD OFFICES SERVICES LIMITED of 00 Xxxxxxxxx Xxxxxx,
Xxxxxx, X0X 0XX
(2) Occupier: AVESTA TECHNOLOGIES INC of Xxx Xxxxxx Xxxxxx, Xxx Xxxx, XX
00000, XXX
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. LICENSE
The Owner grants license to the Occupier to use Serviced Office Suite
No(s) 27 ("the Premises") on the Ground floor of Xxxxxx Xxxxx,
Xxxxxxxxxxxx, Xx Xxxxxxx, Xxxxxxxxx, XX0 0XX ("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
authorized from time to time by the Owner) to use any service conducting
media within the Premises
3. LICENSE PERIOD
The period of this license shall commence on 1st April 1998 and shall
expire on 30th September 1998
4. RENT
The rent payable shall be (pound)2,175.00 plus VAT 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:
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
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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
5.15 to pay the Owner a service retainer of(pound)8,700.00 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 Service Retainer 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
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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 such damage or destruction, be
suspended.and cease to be payable until the Premises shall have been
rebuilt or reinstated and made fit for [ text unreadable ] provision shall
be determined by an arbitrator in accordance with the Arbitration Acts
1950 to 1979
7.13 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 license 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
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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 /s/ Xxxxx Xxxxxxx
SWALLOWFIELD OFFICE SERVICES LIMITED
Signed for and on behalf of /s/ Xxxxxxx Xxxxx
AVESTA TECHNOLOGIES INC
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THE FIRST SCHEDULE
Details of the Inclusive Services
o Receptionist Services
o Telephone Answering Services
o Heating
o Lighting
o Electricity
o Cleaning
o Repair and maintenance of the Building
o Insurance of the Building and Landlord's contents
o 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 excluding your home centre. (Hours may not be
carried forward to the following month.)
THE SECOND SCHEDULE
o Secretarial Services
o Photocopying
o Use of Boardrooms
o Postal charges plus 15% handling fee
o Telephone charges at BT standard rate
o Facsimile
o Catering Services
o Administration Services
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[Floor Plan]
