EXHIBIT 6.3
REAL ESTATE LEASE
This Lease Agreement (this "Lease") is dated September 1, 2004, by and between
Xxxxxxxx Xxxxxx ("Landlord"), and Smart Technology ("Tenant"). The parties agree
as follows:
PREMISES. Landlord, in consideration of the lease payments provided in this
Lease, leases to Tenant and to its subsidiary Irisio an office (the
"Premises")located at 0 xxx xx Xxxxxxxxx Xxxxx Xxxxxxx Xxxxx 00000 Xxxxxx.
LEGAL DESCRIPTION. The legal description for the premises is: 1000 square foot
located at the third floor of building located 0 xxx xx Xxxxxxxxx Xxxxx Xxxxxxx,
00000 Xxxxx Xxxxxx.
TERM- The lease term will begin on October 15, 2004 and the premises are leased
for a three-year initial term.
LEASE PAYMENTS. Tenant shall pay to Landlord monthly installments of $7000
payable in Advance on the first day of each month. Lease payments shall be made
to the Landlord at 0 xxx xx Xxxxxxxxx Xxxxx Xxxxxxx Xxxxx 00000, which address
may be changed from time to time by the Landlord. The lease will be paid by
Smart Technology for the benefit of two tenant companies, Smart Technology and
Irisio, according to the terms of the commitment letter signed by Smart
Technology dated October 2, 2004.
SECURITY DEPOSIT. At the time of the signing of this Lease, Tenant shall pay to
Landlord, in trust, a security deposit of $7000 to be held and disbursed for
Tenant damages to the Premises (if any) as provided by law.
POSSESSION. Tenant shall be entitled to possession on the first day of the term
of this Lease, and shall yield possession to Landlord on the last day of the
term of this Lease, unless otherwise agreed by both parties in writing. At the
expiration of the term, Tenant shall remove its goods and effects and peaceably
yield up the Premises to Landlord in as good a condition as when delivered to
Tenant, ordinary wear and tear excepted.
FURNISHINGS. The following furnishings will be provided: Phone equipment with
standard, 2 offices completely equipped, and 40% of the availability of the
conference room. Tenant shall return all items at the end of the lease term in a
condition as good as the condition at the beginning of the lease term, except
for such deterioration that might result from normal use of the furnishings.
PARKING. Tenant shall be entitled to use 0 parking space(s) for the parking of
the Tenant's customers'/guests' motor vehicle(s).
STORAGE. Tenant shall be entitled to store items of personal property in the
closets located in the 2 office rooms and in the conference room during the term
of this Lease. Landlord shall not be liable for loss of or damage to, such
stored items.
PROPERTY INSURANCE. Landlord and Tenant shall each maintain appropriate
insurance for their respective interests in the Premises and property located on
the Premises. Landlord shall be named as an additional insured in such policies.
Tenant shall deliver appropriate evidence to Landlord as proof that adequate
insurance is in force issued by companies reasonably satisfactory to Landlord.
Landlord shall receive advance written notice from the insurer prior to any
termination of such insurance policies. Tenant shall also maintain any other
insurance which Landlord may reasonably require for the protection of Landlord's
interest in the Premises. Tenant is responsible for maintaining casualty
insurance on its own property.
LIABILITY INSURANCE. Tenant shall not required by Landlord to maintain liability
insurance on the Premises.
RENEWAL TERMS. This Lease shall automatically renew for an additional period of
3 years per renewal term, unless either party gives written notice of
termination no later than 3 months prior to the end of the term or renewal term.
MAINTENANCE. Landlord shall have the responsibility to maintain the Premises in
good repair at all times.
UTILITIES AND SERVICES.
As part of the monthly rent, the tenant is authorized to utilize the copy
machine up to 1000 copies per month. Each additional copy will be charged 0.3
Euro per copy. Any unused copy allowance for any month will be carried forward
during the whole duration of the 3-year lease.
The landlord commits to provide secretary assistance to receive and forward the
messages and calls to the employees of Smart Technology and Irisio.
The monthly rent also includes access in a reasonable fashion, to all the
facilities present on the premises.
The monthly payment of Euros 7,000 also includes access to 2 telephone lines
with a usage limit of Euros 800 per month. In case of over-allowance usage,
additional billing will be provided to Smart Technology on the basis of cos. Any
unused telephone allowance for any month will be carried forward during the
whole duration of the 3-year lease.
TAXES. Taxes attributable to the Premises or the use of the Premises shall be
allocated as follows:
REAL ESTATE TAXES. Landlord shall pay all real estate taxes and assessments
for the Premises.
PERSONAL TAXES. Landlord shall pay all personal taxes and any other charges
which may be levied against the Premises and which are attributable to
Tenant's use of the Premises, along with all sales and/or use taxes (if any)
that may be due in connection with lease payments.
TERMINATION UPON SALE OF PREMISES. Notwithstanding any other provision of this
Lease, Landlord may terminate this lease upon 3 month's written notice to Tenant
that the Premises have been sold.
DESTRUCTION OR CONDEMNATION OF PREMISES. If the Premises are partially destroyed
by fire or other casualty to an extent that prevents the conducting of Tenant's
use of the Premises in a normal manner, and if the damage is reasonably
repairable within sixty days after the occurrence of the destruction, and if the
cost of repair is less than Euros 5000, Landlord shall repair the Premises and a
just proportion of the lease payments shall xxxxx during the period of the
repair according to the extent to which the Premises have been rendered
untenantable. However, if the damage is not repairable within sixty days or if
the cost of repair is Euros 5000 Or more, or if Landlord is prevented from
repairing the damage by forces beyond Landlord's control, or if the property is
condemned, this Lease shall terminate upon twenty days' written notice of such
event or condition by either party and any unearned rent paid in advance by
Tenant shall be apportioned and refunded to it. Tenant shall give Landlord
immediate notice of any damage to the Premises.
DEFAULTS. Tenant shall be in default of this Lease if Tenant fails to fulfill
any lease obligation or term by which Tenant is bound. Subject to any governing
provisions of law to the contrary, if Tenant fails to cure any financial
obligation within 5 days (or any other obligation within 10 days) after written
notice of such default is provided by Landlord to Tenant, Landlord may take
possession of the Premises without further notice (to the extent permitted by
law), and without prejudicing Landlord's rights to damages. In the alternative,
Landlord may elect to cure any default and the cost of such action shall be
added to Tenant's financial obligations under this Lease. Tenant shall pay all
costs, damages, and expenses (including reasonable attorney fees and expenses)
suffered by Landlord by reason of Tenant's defaults. All sums of money or
charges required to be paid by Tenant under this Lease shall be additional rent,
whether or not such sums or charges are designated as "additional rent". The
rights provided by this paragraph are cumulative in nature and are in addition
to any other rights afforded by law.
LATE PAYMENTS. For any payment that is not paid within 5 days after its due
date, Tenant shall pay a late fee of Euro 20.
HOLDOVER. If Tenant maintains possession of the Premises for any period after
the termination of this Lease ("Holdover Period"), Tenant shall pay to Landlord
lease payment(s) during the Holdover Period at a rate equal to the normal
payment rate set forth in the Renewal Terms paragraph.
CUMULATIVE RIGHTS. The rights of the parties under this Lease are cumulative,
and shall not be construed as exclusive unless otherwise required by law.
NON-SUFFICIENT FUNDS. Tenant shall be charged Euros 40 for each check that is
returned to Landlord for lack of sufficient funds.
NOTICE. Notices under this Lease shall not be deemed valid unless given or
served in writing and forwarded by mail, postage prepaid, addressed as follows:
LANDLORD:
---------
Xxxxxxxx Xxxxxx
0 xxx xx Xxxxxxxxx Xxxxx Xxxxxxx
Xxxxx 00000 Xxxxxx
TENANT:
-------
Smart Technology
000 Xxxxxxxx Xxx, XXX 000
Xxxx Xxxx Xxxxx, XX 00000
Such addresses may be changed from time to time by either party by providing
notice as set forth above. Notices mailed in accordance with the above
provisions shall be deemed received on the third day after posting.
GOVERNING LAW. This Lease shall be construed in accordance with the laws of
France.
ENTIRE AGREEMENT/AMENDMENT. This Lease Agreement contains the entire agreement
of the parties and there are no other promises, conditions, understandings or
other agreements, whether oral or written, relating to the subject matter of
this Lease. This Lease may be modified or amended in writing if the writing is
signed by the party obligated under the amendment.
SEVERABILITY. If any portion of this Lease shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Lease is
invalid or unenforceable, but that by limiting such provision, it would become
valid and enforceable, then such provision shall be deemed to be written,
construed. and enforced as so limited.
WAIVER. The failure of either party to enforce any provisions of this Lease
shall not be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every provision of this
Lease.
BINDING EFFECT. The provisions of this Lease shall be binding upon and inure to
the benefit of both parties and their respective legal representatives,
successors and assigns.
TENANT:
Xxxx Xxxxxxxxxx Date: 1 September 2004
Smart Technology
LANDLORD:
