EXHIBIT 10.25
AGREEMENT OF SUBLEASE
Agreement of Sublease ("Sublease") dated this 24th day of December, 1998
between PAREXEL International Corporation, having a principal place of business
at 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 ("Sublessor") and Network- I
Security Solutions, Inc., having a principal place of business at 00 Xxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 ("Sublessee").
WITNESSETH:
WHEREAS, Sublessor has leased premises at Reservoir Place II, 0000 Xxxxxxx
Xxxx, Xxxxxxx, XX ("Premises") pursuant to a Lease Agreement dated March 25,
1994, as amended April 5, 1996; September 24, 1996; April 27, 1997; and November
11, 1997 between Sublessor, as tenant, and Xxxxxx X. Xxxxxx and Xxxxxx Xxxxxx,
Trustees of Reservoir Place Realty Trust, as landlord and assigned to Boston
Properties Limited Partnership on November 3, 1998 ("Landlord"), a copy of which
lease and amendments (collectively "Lease") has been reviewed by Sublessee and
is annexed hereto as Exhibit A.
WHEREAS, Sublessee desires to sublease a portion of the Premises from
Sublessor on the first floor of the Premises consisting of 9,001 rentable square
feet and more particularly shown on Exhibit B annexed hereto ("Subleased
Premises");
NOW, THEREFORE, in consideration of the Premises and other good and
valuable consideration, it is hereby mutually covenanted and agreed as follows:
1. The defined terms herein shall have the same meaning as the defined
terms in the Lease unless otherwise indicated. In the event of any
ambiguities between the provisions of the Lease and the provisions of this
Sublease, the provisions of this Sublease shall govern.
2. Sublessor hereby subleases the Subleased Premises to Sublessee and
Sublessee hereby subleases the Subleased Premises from Sublessor upon and
subject to the terms, covenants, rentals and conditions herein set forth
for a term ("Term") commencing on the earlier to occur of (i) occupancy or
(ii) February 1, 1999 and expiring on August 31, 2001, provided however, if
the Lease shall expire prior to said date for any reason then this Sublease
shall expire on the date that the Lease shall expire.
3. The rents reserved under this Sublease for the term hereof shall be
and consist of Annual Rent calculated as hereinafter set forth below, which
shall be payable in equal, monthly installments in advance on the first day
of each and every calendar month during the Term of this Sublease ("Monthly
Rent"). The Monthly Rent and any additional rent shall be paid to Sublessor
at its office or such other place as Sublessor shall designate. In the
event the Commencement Date or Expiration Date occur other than on the
first and last days, respectively, of the calendar month, the Monthly Rent
and any additional rent shall be pro-rated as to the applicable month.
RENT/P.S.F. MONTHLY RENT ANNUAL RENT
----------- ------------ -----------
$27.00 $20,252.25 $243,027.00
4. Sublessee shall use and occupy the Subleased Premises for the
Permitted Use and for no other purpose.
5. Sublessee shall pay as additional rent its pro rata share of any
operating expense increase above a Calendar year 1998 base. Sublessee shall
pay as additional rent its pro rata share of any real estate tax increases
above a Fiscal Year 1998 base ($3.29/r.s.f.). Sublessee shall also pay as
additional rent its pro rata share of electricity for lights, outlets,
variable air volume boxes, ventilation and air conditioning.
6. The Subleased Premises shall be accepted in its "AS IS" condition.
Sublessor shall provide Sublessee with an alterations allowance of
$8.00/rentable square foot, which shall be paid to Sublessee upon
substantial completion of the improvements and payment of Sublessee's first
rent payment. Sublessee shall be wholly responsible for any and all
demising work to segregate the premises. Sublessee may have access to the
Premises to commence any Sublessee improvement work and/or install
telecommunications equipment and furniture in the Premises upon execution
of this Sublease.
7. Upon the execution of this Sublease, Sublessee shall deliver cash
in the amount of $81,009 to serve as security for the faithful performance
and observance by Sublessee of the terms, provisions and conditions of this
Sublease. It is agreed that in the event Sublessee defaults in respect of
any of the terms, provisions and conditions of this Sublease including, but
not limited to, the payment of the Annual and/or Monthly Rent and
Additional Rent, Sublessor may, upon written notice to Sublessee and
provided
the monetary default is not cured within ten (10) days of receipt of the
notice by Sublessee, (or any non-monetary default is not cured within
thirty 30) days' ), may use, apply or retain the whole or any part of the
cash security so deposited to the extent required for the payment of any
such rent or any other sum as to which Sublessee is in default or for any
sum which Sublessor may expend or may be required to expend by reason of
Sublessee's default in respect of any of the terms, covenants and
conditions of this Sublease including, but not limited to, any damages or
deficiency in the re-letting of the Subleased Premises, whether such
damages or deficiency accrued before or after summary dispossess
proceedings or other re-entry by Sublessor. In the event that Sublessee
shall fully and faithfully comply with all of the terms, provisions,
covenants and conditions of this Sublease (subject to any applicable cure
periods), the security shall be returned to Sublessee promptly following
the date fixed as the expiration of the Sublease. Sublessee further
covenants that it will not assign or encumber or attempt to assign or
encumber the monies deposited herein as security and that neither Sublessor
nor its successor or assigns shall be bound by any such assignment,
encumbrance, attempted assignment or attempted encumbrance.
8. Except as herein otherwise expressly provided, all of the terms of
the Lease as they pertain to the Premises are hereby incorporated into and
made a part of this Sublease as if stated at length herein, and Sublessee
accepts this Sublease subject to, and hereby assumes all of the terms,
covenants, conditions and agreements contained in the Lease with respect to
the Premises, to be performed by Sublessor thereunder. The parties hereto
agree that subject to the provisions of this Sublease, wherever the words
"Premises" or words of similar import appear in the Lease, the same shall
be deemed to mean the Subleased Premises and wherever the words "Landlord"
and "Tenant" appear in the Lease, the words shall be deemed to refer to
Sublessor and Sublessee respectively, so that, subject to the provisions of
this Sublease and with respect only to the Subleased Premises, Sublessor
shall have the rights and powers of Landlord under the Lease, and Sublessee
shall have and does hereby agree to be bound by and accepts all of the
rights, powers, duties and obligations of the Tenant under the Lease;
provided, however, that notwithstanding the foregoing, but subject to
Sublessor's obligation to provide information and cooperation to Sublessee
to assist in enforcing Landlord's obligations under the Lease, Sublessor
shall have no obligation to perform or furnish any of the work, services,
repairs or maintenance undertaken to be made
by Landlord under the Lease, or any other term, covenant or condition
required to be performed by Landlord under the Lease. To the extent
applicable to the Subleased Premises, Sublessee shall have the benefit of
each and every covenant and agreement made by Landlord to Sublessor under
the Lease. In the event that Landlord shall fail or refuse to comply with
any of the respective provisions of the Lease, Sublessor shall have no
liability on account of any such failure or refusal, provided that the
Sublessee shall have the right to exercise in the name of the Sublessor all
of the rights to enforce compliance on the part of Landlord as are
available to the Sublessor with respect to the Premises. Sublessor hereby
agrees to cooperate with and execute, all at Sublessee's expense, except to
the extent that Landlord's non-compliance is due to the acts of Sublessor,
all instruments and supply information reasonably required by Sublessee in
order to enforce such compliance. Sublessee hereby agrees to indemnify,
defend and hold Sublessor harmless from and against any and all damages,
liabilities, obligations, costs, claims, losses, demands, expenses and
injuries, including reasonable attorneys' fees and expenses incurred by
Sublessor as a result of such cooperation and execution. In amplification
and not in limitation of the foregoing and without any allowance to
Sublessee or other reduction or adjustment of rent, Sublessor shall not be
responsible for furnishing electrical, elevator, heating, air conditioning,
cleaning, window washing, or other services, nor for any maintenance or
repairs in or to the Subleased Premises or the building and/or property of
which they form a part or any of the facilities or equipment therein.
9. Sublessor shall promptly transmit to Landlord any notice or demands
received from Sublessee and shall promptly transmit to Sublessee any notice
or demands received from Landlord. Sublessee shall promptly transmit to
Sublessor any notice or demands received from Landlord or any other party
having an interest to which this Sublease is subordinate.
10. Sublessor shall notify Sublessee in writing prior to a sublease
proposal being sent to any third party for the adjacent 10,001 rentable
square feet as set forth on Exhibit B attached hereto.
11. Sublessee agrees that in any case where the provisions of this
Sublease require the consent or approval of Sublessor prior to the taking
of any action, it shall be a condition precedent to the taking of such
action that the prior consent or approval of Landlord shall have been
obtained if Landlord's consent must be obtained under the
Lease in such cases. In the event Landlord's consent is so obtained,
Sublessor agrees that its consent shall not be unreasonably withheld,
delayed or conditioned. Sublessee agrees that Sublessor shall not have any
duty or responsibility with respect to obtaining the consent or approval of
Landlord when the same is required under the terms of the Lease, other than
the transmission by Sublessor to Landlord of Sublessee's request for such
consent or approval.
12. Neither Sublessee nor Sublessor shall take any action or fail to
take any action in connection with the Subleased Premises which would
result in a violation or default under the Lease. To the maximum extent
this Agreement may be made effective according to law, Sublessee agrees to
indemnify and save harmless Sublessor from and against all claims of
whatever nature arising from any act, omission or negligence of Sublessee,
or Sublessee's contractors, licensee, invitees, agents, servants or
employees, or arising from any accident, injury or damage whatsoever caused
to any person, or to the property of any person, excluding acts, omissions,
negligence, accident, injury or damage caused solely by Sublessor occurring
at the Subleased Premises after the commencement of the Lease Terrn and
until the end of the Lease Term and thereafter, so long as Sublessee is in
occupancy of any part of the Subleased Premises. This indemnity and hold
harmless agreement shall include all indemnity against all costs, expenses
and liabilities incurred in or in connection with any such claim or
proceeding brought thereof This indemnity and hold harmless agreement shall
survive the expiration or earlier termination of the Lease Term. If
Sublessee shall default in the performance of any of its obligations under
this Sublease or under the Lease, Sublessor, without being under any
obligation to do so and without thereby waiving such default, may remedy
such default for the account and at the expense of Sublessee upon prior
written notice. If Sublessor makes any expenditures or incurs any
obligation for the payment of money in connection therewith, such sums paid
or obligations incurred shall be deemed to be Additional Rent hereunder and
shall be paid to it by Sublessee on demand, the default in which Sublessor
shall have the same remedies as for a default in payment of fixed rent.
Notwithstanding the foregoing, any consideration paid to Sublessee by its
subtenant or assignee in excess of the amounts due Sublessor in this
Sublease, shall be paid to Sublessor by Sublessee promptly upon receipt of
same by Sublessee.
13. The parties hereto represent and warrant to each other and to
Landlord that they have not dealt with any broker in connection with this
Sublease other than Xxxxxxxx & Grew Incorporated and Avalon Partners
("Brokers"). Sublessee agrees to indemnify, defend and hold Sublessor and
Landlord harmless from and against any claim or liability for a commission
by any broker other than Broker (including 'reasonable attorneys' fees
incurred by the other party or Landlord in connection with any such claim).
Sublessor shall be responsible for payment of Broker's commission and
hereby indemnifies, defends and holds Landlord harmless for the commission
due Broker in any event.
14. Sublessee shall not assign, mortgage or encumber this Sublease,
nor underlet, nor suffer or permit the Subleased Premises or any part
thereof to be used by others except with the prior written consent of
Sublessor, which consent shall not be unreasonably withheld, and subject to
provisions of the Lease. In no event shall any assignment or subletting
relieve Sublessee of its liability and responsibility to Sublessor under
this Sublease in the absence of any express written agreement by Sublessor
or Landlord, as the case may be, to that effect.
15. In the event of any taking by eminent domain or damage by fire or
other casualty to the Subleased Premises thereby rendering the Subleased
Premises wholly or in part untenantable, Sublessee shall acquiesce in and
be bound by any action taken by or agreement entered into between Landlord
and Sublessor with respect thereto.
16. All notices or demands under this Sublease shall be in writing and
shall be sent by registered or certified mail, return receipt requested, or
hand delivered, to Sublessor at its address set forth above, Attention:
Xxxxxxxx Xxxxxxxx, with copies to Xxxxxxx X. Xxxx and to Sublessee at the
Subleased Premises, Attention: Murray Fish, Chief Financial Officer,
Network 1 Security Solutions, with a copy to: Xxxxxxx Xxxxx & Xxxxxxx P.C.,
000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxxxxx, Esquire
or such other address or person as either of the parties may designate by
written notice.
17. Sublessee acknowledges that it has inspected the Subleased
Premises and the improvements therein, or has caused an inspection thereof
to be made, and is fully familiar and satisfied therewith and no
representations have been made or are made or responsibility assumed IV by
Sublessor as to the condition, value or suitability of the Subleased
Premises or any improvements thereon. Sublessor shall not be required to do
any work to make the Subleased Premises ready for occupancy by Sublessee.
18. Sublessee covenants at all times during the term of this Sublease
not to make any alterations or additions to the Subleased Premises of any
nature whatsoever without the written consent of Sublessor, which consent
shall not be unreasonably withheld or delayed. Any proposed alteration or
addition remains subject to the provisions of the Lease and Landlord's
consent. Sublessor approves of the alterations to the Subleased Premises as
shown on Exhibit C which is attached hereto, incorporated into and made a
part of this Agreement. The execution of this Sublease Agreement is also
subject to receiving Landlord's consent to the proposed alterations and
additions set forth in Exhibit C, in a consent agreement executed between
Landlord, Sublessor and Sublessee. Sublessee shall be wholly responsible
for the construction of and any and all improvements to the Subleased
Premises.
19. Upon the expiration or other termination of the Term of this
Sublease, Sublessee covenants to quit and surrender to Sublessor the
Subleased Premises, broom clean, in good order and condition, ordinary wear
and tear and damage by fire or other casualty excepted, and at Sublessee's
expense, to remove all property of Sublessee. Any property not so removed
shall be deemed to have been abandoned by Sublessee and may be retained or
disposed of at Sublessee's expense by Sublessor, as Sublessor shall desire.
Sublessee's obligation to observe or perforrii this covenant shall survive
the expiration or termination of the Term of this Sublease. Immediately
upon the failure of Sublessee to perform any covenant of this Paragraph,
Sublessor may, without notice, do so and shall be entitled to receive from
Sublessee as damages the then cost of performance of such covenant, such
damages to be paid in addition to and separate and independently from
damage accruing by reason of any other covenant of this Sublease.
20. A separate sublease consent agreement between Landlord, Sublessor
and Sublessee shall be executed in conjunction with the execution of this
Sublease.
21. Sublessor shall be entitled to 32 unreserved parking spaces, free
of charge, of which 18 unreserved parking spaces will be located in the
garage below the building and 14 located on outdoor surface lots.
IN WITNESS WHEREOF, THE parties hereto have duly executed this instrument
the day and year first above written.
PAREXEL International Corporation Network-1 Security Solutions, Inc.
By:/s/ Xxxxxxx X. Xxxx By:/s/ Xxxxxx X. Fish
------------------------------ -------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxx X. Fish
Title: CFO Title: CFO
EXHIBIT 10.25
CONSENT TO SUBLEASE
CONSENT TO SUBLEASE dated as of the 14th day of January, 1999 by and
between Boston Properties Limited Partnership, successor-in-interest to Xxxxxx
X. Xxxxxx and Xxxxxx Xxxxxx, Trustees of Reservoir Place Realty Trust, and not
individually ("Landlord"), Parexel International Corporation, a Massachusetts
corporation ("Tenant"), and Network - 1 Security Solutions, Inc., a Delaware
corporation ("Subtenant").
RECITALS
By Lease dated March 25, 1994, as amended (the "Lease") Landlord did lease
to Tenant and Tenant did lease from Landlord certain premises in the building
(the "Building II") known as and numbered Reservoir Place II, 1601 Trapelo Road,
Waltham, Massachusetts, consisting of a portion of the first (1st) and second
(2nd) floors of the Building containing 62,591 square feet of rentable floor
area and certain premises in the building ("Building I") known as and numbered
Reservoir Place I, 1601 Trapelo Road, Waltham, Massachusetts, consisting of a
portion of the first (1st) floor of Building I containing 9,100 square feet of
rentable floor area, which premises are more particularly described in the Lease
(the "Premises").
Tenant desires to sublease to Subtenant 9,001 square feet of rentable floor
area of the Premises (the "Subleased Premises") located in Building II upon the
terms and conditions contained in a sublease between Tenant and Subtenant dated
December 24, 1998 (the "Sublease"), a copy of which is attached hereto as
Exhibit A.
Article V of the Lease provides that the Premises may not be sublet without
the written consent of Landlord.
Landlord desires to consent to the Sublease upon the terms and conditions
contained in this Consent to Sublease (the "Consent").
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration, paid by each of the parties hereto to the other, the
receipt and sufficiency of which is hereby acknowledged, and in further
consideration of the provisions herein, Landlord, Tenant and Subtenant hereby
agree as follows:
1. Landlord hereby consents to the Sublease subject to the terms and
conditions of this Consent.
2. Subtenant shall be directly bound and fully liable to Landlord for those
terms, covenants, conditions and agreements contained in the Lease with
respect to the Subleased Premises which are assumed by Subtenant pursuant
to the terms of the Sublease, including, without limitation, the
obligations to pay Annual Rent, additional rent and all other charges in
the full amount, in the manner and at the time provided for under the
Sublease.
3. Tenant shall remain fully, primarily and directly liable to Landlord for
all of the obligations of Tenant under the Lease relating to both the
Premises and the Subleased Premises, including, without limitation, the
obligations to pay Annual Fixed Rent, additional rent and all other charges
in the full amount, in the manner and at the time provided for under the
Lease notwithstanding (i) Landlord's consent to the Sublease, (ii) the
terms and provisions of this Consent, (iii) the execution and delivery of
the Sublease or (iv) Landlord's collecting or accepting from Subtenant any
payments whether under the Lease or pursuant to or required by the Sublease
and whether before or after any default of Tenant under the Lease. Further,
the provisions of this Consent and the execution and delivery of the
Sublease shall not constitute a recognition of the Sublease or the
Subtenant thereunder, it being agreed that in the event of termination or
expiration of the Lease, at Landlord's option, the Sublease shall be
terminated and Subtenant shall have no further rights with respect to the
Subleased Premises.
4. Tenant and Subtenant shall be jointly and severally liable in respect of
Subtenant's obligations to Landlord under the Lease as provided in Section
2 of this Consent.
5. All of the terms and conditions of Article V of the Lease shall apply to
the Sublease and Tenant and Subtenant agree to be bound by such terms and
conditions.
6. Landlord's consent to the Sublease shall not constitute a consent to any
future subletting of the Premises or assignment of the Lease which shall be
subject to the terms of Article V of the Lease.
7. This Consent to Sublease consenting to the Sublease does not constitute
approval by Landlord of any of the provisions of the Sublease document or
agreement thereto or therewith; nor shall the same be construed to amend
the Lease in any respect, any purported modifications being solely for the
purpose of setting forth the rights and obligations as between Tenant and
Subtenant, but not binding Landlord.
8. Tenant represents and warrants to Landlord that Tenant has dealt with no
broker in connection with the Sublease OTHER THAN Avalon Partners and
Xxxxxxxx & Grew Incorporated (collectively the '"Brokers"). In the event
any claim is made against Landlord relative to dealings by Tenant with any
broker in connection with the Sublease, Tenant shall defend the claim
against Landlord with counsel of Tenant's selection and save harmless and
indemnify Landlord on account of loss, cost or damage which may arise by
reason of such claim. TENANT AGREES THAT IT SHALL BE SOLELY RESPONSIBLE FOR
THE PAYMENT OF BROKERAGE COMMISSIONS TO THE BROKERS.
9. Subtenant represents and warrants that Subtenant has dealt with no broker
in connection with the Sublease OTHER THAN the Brokers. In the event any
claim is made against Landlord relative to dealings by Subtenant with any
broker in connection with the Sublease, Subtenant shall defend the claim
against Landlord with counsel of Subtenant's selection first approved by
Landlord and save harmless and indemnify Landlord on account of loss, cost
or damage which may arise by reason of such claim.
10. Reference is made to alterations to be made by Subtenant in the Subleased
Premises pursuant to Paragraph 18 of the Sublease ("Subtenant's Work").
Landlord hereby consents to the scope of the Subtenant's Work as shown on
Exhibit C to the Sublease, provided however that neither Subtenant nor
Tenant shall have the right to commence the Subtenant's Work unless and
until Landlord has received and approved stamped architectural and
engineering drawings and specifications from Subtenant for Subtenant's
Work.
11. Tenant and Subtenant shall not amend in any respect the Sublease without
the prior written approval of Landlord. In no event shall any such
amendment affect or modify or be deemed to affect or modify the Lease in
any respect. The terms of this Consent shall control in the event of a
conflict between the terms of this Consent and the terms of the Sublease.
12. All capitalized terms and words used in this instrument shall have the same
meaning as set forth in the Lease unless a contrary meaning is expressly
set forth herein.
13. Except as expressly provided herein, the Lease and its terms and provisions
shall remain unchanged and in full force and effect.
EXECUTED under seal as of the date and year first above written.
WITNESS: LANDLORD:
BOSTON PROPERTIES LIMITED
PARTNERSHIP
By: Boston Properties, Inc.,
its General Partner
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
ATTEST: TENANT:
By: PAREXEL INTERNATIONAL CORPORATION
-----------------------------------
Name: By:
---------------------------------- ----------------------------------
(Name)
(Title)
Title: SECRETARY (OR ASSISTANT SECRETARY) Hereunto Duly Authorized
ATTEST: SUBTENANT
NETWORK-1 SECURITY SOLUTIONS, INC.
By: By:
---------------------------------- ----------------------------------
(Name)
(Title)
Name: Hereunto Duly Authorized
----------------------------------
Title: SECRETARY (OR ASSISTANT SECRETARY)
