LEASE AGREEMENT
THIS LEASE AGREEMEENT DATED THIS '11Th DAY OF MAY2004AND MADE BETWEEN:
A E & E PHARMA CORPORATION (or its Nominee)
(hereinafter referred to as the "Sub-Lessee")
and
INSIGNIA CORPORATE ESTABLISHMENTS (EIGHT) INC.
(hereinafter referred to as the "Sub-Lessor")
We agree that this Lease Agreement will be on the terms and conditions hereafter
set forth and shall constitute a legal binding contract, for premises on the
35th floor, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX.
(1) The Leased Premises: Suite # 3523 See Schedule "A" attached Monthly Basic
Rent $1000.00 Commencement Date: May 15, 2004
(2) this Lease Agreement based on a minimum eight and one half (8.5) month
tenancy and shall automatically renew itself at marker rates for subsequent
twelve month terms unless a notice of termination is delivered in writing
by either party 90 days prior to the anniversary of the termination date of
this Lease Agreement. Should the Sub-Lessee a notice of termination or
notice or non renewal and subsequently overhold beyond the expiry of the
Lease, then the Lease shall be considered to be automatically renewed for a
twelve month term.
(3) The Monthly Basis Rent includes: furnished officer (as set out in Schedule
"D" ) with personalized telephone answering, client reception, property
taxes, janitorial maintenance, building operating costs, complimentary
coffee, boardroom privileges, and such other services as outlined herein.
(4) Monthly Basis Rent, Services and costs incurred and invoiced are due and
payable on the first each month, interests will be charge at the rate of
15% per annum on overdue accounts.
(5) The Sub-Lessee is responsible for insuring all contends within the Lease
Premises. The Sub-Lessor will not be responsible for Sub-Lessee's property
or that of the Sub-Lessee's visitors unless any loss to the Lessor gross
negligence or willful misconduct.
(6) The Sub-Lessor will not be liable for injuries to the Sub-Lessee or his/her
clients
unless such injuries are due to the Sub-Lessor's gross negligence or
willful misconduct.
(7) The Sub-Lessee shall be liable to pay all taxes which shall mean any and
all taxes. Fees, levies, charges, assessments, rates, duites and excises
(whether characterized as sales taxes, purchase taxes, value-added taxes,
good and services taxes) or which the Sub-Lessor is liable to pay, and
which are levied, rated or assessed on the act of entering into this lease
or otherwise on account of the Lease agreement, on the use or the occupancy
of the Lease Premises or any portion thereof, on the Monthly Basis Rent
payable under this Lease Agreement or any portion thereof.
(8) Security/Damage deposit in the amount $1000.00 which shall be held by the
Sub-Lcssor and subject to the following conditions:
a) The security/damage deposit is not to be applied to Monthly Basic Rent
or services.
b) The security /damage deposit shall be held by the Sub-Lessor to the
termination of this Lease Agreement and vacant possession of the Lease
Premises. (The Sub-Lessor shall have the right to offset any damage to
the Lease Premises including damage the Sub-Lessor's furniture
(excluding normal wear and tear ) as well as any arrears due upon the
termination of this Lease Agreement.)
c) In the event the Sub Lesee's account is in good standing and there arc
no offsetting charge, the Sub-Lessor will refund the deposit to the
Sub- Lessor after 60 days.
(9) The Sub-Lessor shall be responsible for all telephone and long distance
charges incurred by it. Prices are subject to change without notice by the
telephone provider and long-distance carrier. Sub-Lessor acceps no
responsibility for any charges to Sub-Lessor account relating to
unauthorized access to telephone equipment or lines
(10) All contact with building management or any maintenance and/or service
related item must be handled directly by the Sub-Lessor.
(11) The Sub-Lessor is bound by the same rules, regulation and conditions as
outlined in Schedule "C" attached hereto.
(12) The Sub-Lessor agrees to pay their proportionate share of any reasonable
increse in the building operating costs (including realty taxes ) as
determined by the building owners on an annual basis provided, however,
that the amount for the initial term of the Lease Agreement will be fixed .
The amount of any increased after the initial term will be payable on a
monthly basis
(13) The Lease Premises shall be used solety for general office purposes in a
manner consistent with a first class officer building.
(14) The Sub-Lessor shall have unlimited access to show space (with reasonable
notice) upon notification of termination of lease.
(15) It is understood and agreed tha the Sub-Lessor has no rights to assign or
sublet this Lease Agreement.
(16) Hours of service: 8:00a.m. to 5:00p.m. Monday through Friday, except
Canadian statutory holiday. Sub-Lessor shall be entitled to 24/7 access to
the Leased Premises.
(17) The rates change for additional suppor services as outlined in Schedule "B"
attached heroto are subjeet to change on reasonable notice.
(18) Notwithstanding the other clauses contained herein, the Sub-Lessor retain
the right to terminate this Lease Agreement at its reasonable, but
unfettered discretion for conduct of the Sub-Lessor which is inconsistent
with the general practices and polices of the office, including the
disturbance and/or behavior. This in no way Changes the obligation of the
Sub-Lessor in regards to the terms and condition of this Lease Agreement.
(19) The Sub-Lessee shall at its sole cost and expense keep in good repair and
condition(reasonable wear and teas excepted) all of the Leased Premises and
every part thereof including without limitation, all glass in the Leased
Premises and all improvements, fixtures and furnishings therein. Sub-Lessee
must receive prior approval from the Sub-Lessor in writing if pictures arc
to be hung. Upon vacating the premises any and all damage or special
cleaning of the Leased Premises resulting from the Sub-Lessee's occupancy
will be repaired and deducted from the security/damage deposit.
(20) In the event the Sub-Lessee is in default in payment of any 'amounts due
and payable not the teams of this Lease Agreement and such default
continues for five days after the date such amounts become payable by the
Sub-Lessee and such default continues for five days after written notice
thereof in the Sub-Lessor by The Sub-Lessor, The Sub-Lessor shall have the
right to terminate this Lease Agreement and the ensuing months remaining,
in the Lease Agreement shall immediatelv become due payable and the
Sub-Lessor may immediately distrain for amounts due under this Lease
Agreement
(21) The Sub-Lessee agrees that during the term of the Lease Agreement and for
one
(1) year thereafter, the Sub Lessee and all entities whether directly or
indirectly associated with the Sub-Lessee, will not, without the
Sub-Lessor's written permission, hire or attempt to hire, as an
employee or independent contractor Sub-Lessor permanent, part-time or
temporary employees or independents
contractors Sub-Lessee further agrees not to hire any of the
Sub-Lessor former employees or independent contractors within six (6)
months from the date they leave the Sub- Lessor's employment. The
Sub-Lessee agrees to pay the Sub-Lessor a procurement fee of the
equivalent to six (6) months salary for each person the Sub-Lessee
hires in violation of this clause.
(21) Office Acceptance
The Sub-Lessee and /or representative and the Sub-Lessor have inspected the
Lease Premises and agree that the office suite is in good condition with
the following exceptions :
The Sub-Lessee acknowledges a complete understanding of all our terms, policies
and charges and agrees to accept full liability binding upon the signature
hereunder, for any authorized charges incurred
IN WITNESS WHEREOF: the parties hereto as authorized signing officers of the
company have signed their names this 12th day of May, 2004
E&E PHARMA CORPORATION
Per: /s/ Xxxxxxxx Xx
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Authorized Signature (Sub-Lessee) Witness or C/S
Print Name:
-------------------------------- ---------------------------------
Witness Print Name:
Print Title:
------------------------------- ---------------------------------
Witness Address:
INSIGNA CORPORATE ESTABLISHMENTS (EIGHT) INC.
Per:
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Authorized Signature (Sub-Lessor)
SCHEDULE "A"
PARK PLACE
35TH FLOOR PLAN
SCHEDULE "B"
PRICING
Schedule "C"
The Sub Lessee agrees to conduct only lawful activities perfuitted by all
government agencies in Canada. The Sub Lessee shall carry on its business or
professional practice on the Premises (Centre) in a reputable manner and in
compliance with all the provisions of this Rental Agreement. Furthermore, the
Sub Lessee agrees that:
l. There is no relationship existing other than landlord-Sub Lessee. The Sub
Lessee agrees and acknowledges that the Sub Lessor's liability is limited
to die cost of services provided;
2. All insurance requirements and business licenses of the Sub Lessee shall be
the responsibility of the Sub Lessee;
3. Tile following shall not be permitted on the premises;
a. pets; other than dogs trained to assist disabled persons:
b. noise generating equipment;
c. children for more than 30 minutes at a time:
d. cooking or creation of odorous food or aromas; and
e. overnight or residential use of space;
4. The Sub Lessee or its invitees will not unreasonably cause or act in any
way to disrupt, disturb or cause undue concern to other Sub Lessees, Centre
staff or the established standards of conduct of the Centre. The Centre has
discretion in determining if the Sub Lessee or its invitees are in
violation of these standards. If in the opinion of the Centre. the Sub
Lessee is in violation of the above, the Centre has the right to terminate
the Rental Agreement immediately. All rent monies paid by the Sub Lessee
including the security deposit will be forfeited;
5. No more than I person per Sub Lessee shall utilize the office unless
written permission is received:
6. Additional persons other than referred to in (5) will he charged at $95.00
per month;
7. No copies of keys shall be made without written permission of the Sub
Lessor and all keys and security access cards shall be returned on
termination of tenancy or a charge of $75.00 per key and security access
card shall be due:
8. No signs or other materials shall be attached to doors or windows;
9. The Sub Lessee shall be responsible for the costs of damages to their
offices, including damage to walls, carpets, furniture/equipment, fair wear
and tear excepted; provided such damage was a direct result of the Sub
Lessee(s) negligent acts or omissions,
10. This Rental Agreement shall be non-assignable and non-transferable:
11. The Sub lessee(s) shall obtain explicit permission from tire Centre prior
to ordering any equipment and/or installation of services which require
direct interlace with or connection through the Centre's telephone system
or auxiliary equipment (for example, dedicated FACSIMILE or MODEM lines or
any other equipment supplied by telephone provider or long distance
resellers);
12. Subject to the availability of the Designated Space, the Sub Lessee shall
be entitled to occupy the space prior to the commencement date of the lease
with rent payable at the monthly rate herein pro rated for the number of
days from the date of occupancy to the commencement date of the lease. An
invoice will be issued to the Sub Lessee upon occupancy to cover this
interim period; and
13, During term of this lease die Sub Lessor has the right, upon giving the Sub
Lessee 90 days' written notice, to relocate the Sub Lessee to comparable
space. The Sub Lessor will pay the cost of physically moving the Sub Lessee
to the new space. All references in this lease to the Premises shall deemed
to refer to the new space.
14. The Sub Lessee shall leave the Premises at the end of each business day in
a condition so as to facilitate the performance of janitorial services in
the Premises.
15. The Sub lessee shall keep the areas in front of and near the Premises clean
and free froth dirt, rubbish, files and boxes. Storing of products of a
flammable or explosive nature is forbidden.
16. The Sub Lessee shall not paint, drill, attach nails, hooks or spikes to, or
in any way deface the walls, doors, ceilings, windows, partitions, floors
or other material of or in the Premises without the prior written consent
of the Sub Lessor. Absolutely no object other than framed paintings and
prints may be hung on any wall of the Premises. Any such paintings or
prints may only be hung using picture hooks supplied by the Sub L;essor.Any
Sub Lessee who fails to comply with the foregoing will be required to
immediately remove any object hung on the walls of the Premises and to
restore die walls to their original condition.
17. The Sub Lessee shall not permit the floor of the Premises or any part of
the Centre to be overloaded nor bring unto or move any safe or other heavy
object into the Premises or the Centre without the prior written consent of
the Sub Lessor.
18. The Sub Lessee shall not overload the electrical facilities of the
Premises.
19, All moving, loading, delivery and shipping of furniture, equipment,
supplies or materials to or from the Premises shall be made only through
such doorways, corridors, or other openings or passageways and at such
times as the Sub Lessor may designate and shall be done at the cost of the
Sub Lessee. Any damage caused to the Premises or any part of the Centre or
Building during any such activity shall be repaired at the cost of the Sub
Lessee. The costs incurred by the Sub Lessor, including the Sub Lessor's
administration fee, shall be at the Sub Lessee's expense.
20. The Sub Lessee shall comply with any security requirements relating to the
Centre or the Building.
21. The Sub Lessee shall not, without the written consent of the Sub Lessor,
enter tile janitor closet, mechanical and electrical closets or other
service areas in the Centre.
22. The Sub Lessee shall not loiter in the common areas and facilities of the
Centre, such as reception areas and secretarial stations.
23. The Sub Lessee shall not harass any employee, agent/contractor of the Sub
Lessor.
24. The Sub Lessee shall leave conference rooms in a neat, clean and tidy
condition after use,
25. If requested by the Sub Lessor, the Sub Lessee shall pay a charge for any
keys or access or user cards to the Building or the Centre.
26. The Sub Lessee shall observe all "No Smoking" signs in the Centre.
27. No parties shall be held by the Sub Lessee in the Premises or any part of
the Centre.
28. Conference rooms are to be used by Sub Lessees for meetings only and, for
greater certainty, shall not be used by Sub Lessees for conducting classes,
seminars or other activities in respect of which the Sub Lessee receives a
xxx, profit or other financial reward or gain, without the Sub Lessor's
prior written consent.
29. The Sub Lessee shall ensure that the rules and regulations are observed
strictly by its employees, invitees, agents, and contractors. The Sub
Lessee shall be held liable for any failure of any such persons in
observing the rules and regulations.
30. No Sub Lessee shall be permitted to monopolize or make excessive use of the
common facilities and services of the Centre.
31. The hours of operation of the Centre will be 8:00 a.m. to 5:00 p.m.',
Monday to Friday, subject to change on notice from the Sub Lessor,
32. The Sub Lessor shall have the right to make further and reasonable rules
and regulations as in its reasonable judgment are desirable or necessary
for the proper operation of the Centre.
Important: Failure to observe any of these rules and regulations can result in
the exercise of certain remedies by the Sub Lessor, including denial of access
to common areas, facilities, and services and the termination of a Sub Lessee's
lease.
Schedule "D"
1. NUMBERS OF PERSONS IN OFFICE: This is a one person office-lease.
2. FURNITURE:
The Sub-Lessor shall include one set of furniture in the Leased Premises.
Additional furniture can be requested et e cost of $200.00 per set/ per
month. Each set of furniture includes I desk, 1 credenza end 3 chairs, or
an I... shaped desk and three chairs.
3. INTERNET INSTALLATION:
Sub-Lessor will require a signed copy of the one-page "Internet Set-Up
Form". The Sub-Lessee is currently requesting __ Internet connection(s) for
the office site. You may require more et e later date. Installation for
this service is dependent on Sub-Lessor's suppliers' schedules.
4. TELEPHONE BUSINESS LINES:
Sub-Lessor will require e signed copy of the "Telecommunications Set-Up
Form" and "Tells C23 "Transfer" Form (if required) from the Sub-Lessee.
Installation for this service is dependent on Sub-Lessor's suppliers'
schedules. The Sub-Lessee shall be entitled to the first telephone line to
the Leased Premises at a monthly rate of $75.00 per month, plus applicable
taxes.
5. ADDITIONAL INTERNET OR TELEPHONE SERVICES:
Additional Internet Connections and or Users or additional Telephone Lines
must be requested in written form to the Sub-Lessor.
6. BILLING ADDRESS:
Normal invoicing procedure is to submit the invoice to the occupying
tenant.
7. LEASE AGREEMENT CONTACT FOR SUB-LESSEE: Name: Julianna Xxxxx Xx Address:
Telephone Number:
Cell Number:
8. ACCOUNTS PAYABLE CONTACT FOR SUB-LESSEE:
Telephone Number: E-mail:
