Contract

1. This Agreement 1.8 Employees: While this agreement is in force and for a period of 1.1 Nature of this agreement: This agreement is the commercial equivalent six months after it ends, neither the Provider nor the Client may of an agreement for accommodation(s) in a hotel. The whole of the Centre knowingly solicit or offer employment to any of the other’s staff remains in the Provider’s possession and control. THE CLIENT ACCEPTS employed in the Centre. This obligation applies to any employee THAT THIS AGREEMENT CREATES NO TENANCY INTEREST, LEASEHOLD employed at the Centre up to that employee’s termination of ESTATE OR OTHER REAL PROPERTY INTEREST IN THE CLIENT’S FAVOUR employment, and for three months thereafter. It is stipulated that the WITH RESPECT TO THE ACCOMMODATION(S). The Provider is giving the breaching party shall pay the non-breaching party the equivalent of Client the right to share with the Provider the use of the Centre on these one year’s salary for any employee concerned. Nothing in this clause terms and conditions, as supplemented by the House Rules, so that the shall prevent either party from employing an individual who responds Provider can provide the services to the Client. This Agreement is personal in good faith and independently to an advertisement which is made to to the Client and cannot be transferred to anyone else without prior consent the public at large. from the Provider. The Provider will not unreasonably withhold its consent to 1.9 Client Representation of the Provider Employees: Throughout the assignment to a parent, subsidiary or affiliate of Client provided that Client duration of this agreement, Client agrees that neither Client, nor any of and assignee execute the Provider’s form of Assignment of License Client’s partners, members, officers or employees will represent, or Agreement which will require assignee to assume all Client obligations and otherwise provide legal counsel to, any of the Provider’s current or will not release the Client. This agreement is composed of the front page former employees in any dispute with, or legal proceeding against, the describing the accommodation(s), the present terms and conditions, the Provider, or any of the Provider’s affiliates, members, officers or House Rules and the Service Price Guide (where available). employees. 1.2 Comply with House Rules: The Client must comply with any House 1.10 Notices: All formal notices must be in writing to the address first Rules which the Provider imposes generally on users of the Centre. The written above. House Rules vary from country to country and from Centre to Centre and 1.11 Confidentiality: The terms of this agreement are confidential. these can be requested locally. Neither the Provider nor the Client must disclose them without the 1.3 AUTOMATIC RENEWAL: THIS AGREEMENT LASTS FOR THE PERIOD other’s consent unless required to do so by law or an official authority. STATED IN IT AND THEN WILL BE EXTENDED AUTOMATICALLY FOR This obligation continues after this agreement ends. SUCCESSIVE PERIODS EQUAL TO THE CURRENT TERM BUT NO LESS 1.12 Applicable law: This agreement is interpreted and enforced in THAN 3 MONTHS (UNLESS LEGAL RENEWAL TERM LIMITS APPLY) UNTIL accordance with the law of the place where the relevant Centre is TERMINATED BY THE CLIENT OR BY THE PROVIDER PERSUANT TO located. All dispute resolution proceedings will be conducted in the SECTION 1.4. ALL PERIODS SHALL RUN TO THE LAST DAY OF THE MONTH country, state or province where the Centre is located. If any provision IN WHICH THEY WOULD OTHERWISE EXPIRE. THE FEES ON ANY RENEWAL of these terms and conditions is held void or unenforceable under the WILL BE AT THE THEN PREVAILING MARKET RATE. applicable law, the other provisions shall remain in force. In the case 1.4 CANCELLATION: EITHER THE PROVIDER OR THE CLIENT CAN of Japan all agreements will be interpreted and enforced by the Tokyo TERMINATE THIS AGREEMENT AT THE END DATE STATED IN IT, OR AT District Court, and in the case of France, any dispute regarding this THE END OF ANY EXTENSION OR RENEWAL PERIOD, BY GIVING AT LEAST agreement will be settled by the relevant courts of the Paris jurisdiction. THREE MONTHS WRITTEN NOTICE TO THE OTHER. HOWEVER, IF THIS 1.13 Enforcing this agreement: The Client must pay any reasonable AGREEMENT, EXTENSION OR RENEWAL IS FOR THREE MONTHS OR LESS and proper costs including legal fees that the Provider incurs in AND EITHER THE PROVIDER OR THE CLIENT WISHES TO TERMINATE IT, enforcing this agreement except that the Provider and the Client will THE NOTICE PERIOD IS TWO MONTHS OR (IF TWO MONTHS OR SHORTER) bear their own arbitration costs in the event of arbitration. ONE WEEK LESS THAN THE PERIOD STATED IN THIS AGREEMENT. 1.5 Ending this agreement immediately: To the maximum extent permitted 2. Services and Obligations by applicable law, the Provider may put an end to this agreement 2.1 Office accommodation(s): the Provider is to provide the number immediately by giving the Client notice and without need to follow any of serviced office accommodation(s) for which the Client has agreed to additional procedure if (a) the Client becomes insolvent, bankrupt, goes into pay in the Centre stated in this agreement. This agreement lists the liquidation or becomes unable to pay its debts as they fall due, or (b) the accommodation(s) the Provider has initially allocated for the Client’s Client is in breach of one of its obligations which cannot be put right or which use. The Client will have a non-exclusive right to the rooms allocated the Provider have given the Client notice to put right and which the Client to it. Occasionally the Provider may need to allocate different has failed to put right within fourteen (14) days of that notice, or (c) its accommodation(s), but these accommodation(s) will be of reasonably conduct, or that of someone at the Centre with its permission or invitation, is equivalent size and the Provider will notify the Client with respect to incompatible with ordinary office use . such different accommodation(s) in advance. If the Provider puts an end to this agreement for any of these reasons it 2.2 Office Services: the Provider is to provide during normal opening does not put an end to any outstanding obligations, including additional hours the services, if requested, described in the relevant service services used and the monthly office fee for the remainder of the period for description (which is available on request). If the Provider decides that which this agreement would have lasted if the Provider had not ended it. a request for any particular service is excessive, it reserves the right to 1.6 If the Centre is no longer available: In the event that the Provider is charge an additional fee. permanently unable to provide the services and accommodation(s) at the 2.3 the Provider IT: THE PROVIDER DOES NOT MAKE ANY Centre stated in this agreement then this agreement will end and the Client REPRESENTATIONS AS TO THE SECURITY OF THE PROVIDER’S will only have to pay monthly office fees up to the date it ends and for the NETWORK (OR THE INTERNET) OR OF ANY INFORMATION THAT THE additional services the Client has used. The Provider will try to find suitable CLIENT PLACES ON IT. The Client should adopt whatever security alternative accommodation(s) for the Client at another the Provider Centre. measures (such as encryption) it believes are appropriate to its 1.7 When this agreement ends the Client is to vacate the accommodation(s) circumstances. The Provider cannot guarantee that a particular degree immediately, leaving the accommodation(s) in the same condition as it was of availability will be attained in connection with the Client’s use of the when the Client took it. Upon the Client’s departure or if the Client, at its Provider’s network (or the internet). The Client’s sole and exclusive option, chooses to relocate to different rooms within the Centre, the Provider remedy shall be the remedy of such failure by the Provider within a will charge an Office Restoration Service fee to cover normal cleaning and reasonable time after written notice. testing and to return the accommodation(s) to its original state. This fee will differ by country and is listed in the House Rules. The Provider reserves the 3. Providing the Services right to charge additional reasonable fees for any repairs needed above and 3.1 Access to the accommodation(s): the Provider may need to enter beyond normal wear and tear. If the Client leaves any property in the Centre the Client’s accommodation(s) and may do so at any time. However, the Provider may dispose of it at the Client’s cost in any way the Provider unless there is an emergency or the Client has given notice to chooses without owing the Client any responsibility for it or any proceeds of terminate, the Provider will attempt to notify the Client verbally or sale. When a Client vacates its accommodation(s) invariably the Provider electronically in advance when the Provider needs access to carry out continues to receive the Client’s mail, faxes, telephone calls and visitors. In testing, repair or works other than routine inspection, cleaning and order to professionally manage the redirection of the Client’s calls, mail, maintenance. The Provider will also endeavour to respect reasonable faxes and visitors the Provider charges a one-time Business Continuity security procedures to protect the confidentiality of the Client’s Service. This service lasts for three months after the end of the date of this business. agreement. If in the event that during the Client’s stay there are no calls, 3.2 Availability at the start of this agreement: If for any reason the mail, faxes or visitors this service will not be applied. This fee is located in Provider cannot provide the accommodation(s) stated in this the house rules. agreement by the date when this agreement is due to start it has no If the Client continues to use the accommodation(s) when this liability to the Client for any loss or damages but the Client may cancel agreement has ended the Client is responsible for any loss, claim or liability this agreement without penalty. The Provider will not charge the Client the Provider incurs as a result of the Client’s failure to vacate on time. The the monthly office fee for accommodation(s) the Client cannot use until Provider may, at its discretion, permit the Client an extension subject to a it becomes available. The Provider may delay the start date of this surcharge on the monthly office fee. agreement provided it provides to the Client alternative

accommodation(s) that shall be at least of equivalent size to the  Up to a maximum of £1 million / USD$2 million / €1.3 million (or accommodation(s) stated in this agreement. local equivalent) for any one event or series of connected events for damage to the Client’s personal property except in Turkey where it 4. Accommodation(s) will be up to a maximum of the monthly office fee over the current 4.1 The Client must not alter any part of its accommodation and must take term; good care of all parts of the centre, its equipment, fixtures, fittings and  Up to a maximum equal to 125% of the total fees paid between the furnishings which the Client uses. The Client is liable for any damage caused date the Client moved into its accommodation(s) and the date on by it or those in the Centre with the Client’s permission or at the Client’s which the claim in question arises or £50,000 / USD$100,000 / invitation whether express or implied, including but not limited to all €66,000 (or local equivalent) whichever is the higher, in respect of employees, contractors, agents or other persons present on the premises. any other loss or damage except in Turkey where it will be up to a 4.2 Office equipment: The Client must not install any cabling, IT or telecom maximum of the monthly office fee over the current term. connections without the Provider’s consent, which the Provider may refuse at its absolute discretion. 8. Fees As a condition to the Provider’s consent, the Client must permit the Provider 8.1 Taxes and duty charges: The Client agrees to pay promptly (i) all to oversee any installations (for example IT or electrical systems) and to sales, use, excise, consumption and any other taxes and license fees verify that such installations do not interfere with the use of the which it is required to pay to any governmental authority (and, at the accommodation(s) by other Clients or the Provider or any landlord of the Provider’s request, will provide to the Provider evidence of such building. payment) and (ii) any taxes paid by the Provider to any governmental 4.3 Insurance: It is the Client’s responsibility to arrange insurance for its authority that are attributable to the accommodation(s), including, own property which it brings in to the Centre and for its own liability to its without limitation, any gross receipts, rent and occupancy taxes, employees and to third parties. The Provider strongly recommends that the tangible personal property taxes, stamp tax or other documentary Client put such insurance in place. taxes and fees. 8.2 Service Retainer/Deposit: The Client will be required to pay a 5. Use service retainer/deposit equivalent to two months' of the monthly office 5.1 The Client must only use the accommodation(s) for office purposes. fee (plus VAT/Tax where applicable) upon entering into this agreement Office use of a “retail” or “medical” nature, involving frequent visits by unless a greater amount is specified on the front of this agreement. members of the public, is not permitted. This will be held by the Provider without generating interest as security 5.2 The Client must not carry on a business that competes with the for performance of all the Client’s obligations under this agreement. Provider’s business of providing serviced office accommodation(s) or its The service retainer/deposit or any balance after deducting outstanding ancillary services. fees, the Business Continuity and Office Restoration Service and other 5.3 The Client’s name and address: The Client may only carry on that costs due to the Provider, will be returned to the Client after the Client business in its name or some other name that the Provider previously agrees. has requested for the return of the retainer/deposit in writing, settled 5.4 Use of the Centre Address: The Client may use the Centre address as its account with the Provider and funds have been cleared. its business address. Any other uses are prohibited without the Provider’s 8.3 The Provider may require the Client to pay an increased retainer if prior written consent. outstanding fees exceed the service retainer/deposit held and/or the Client frequently fails to pay the Provider when due. 6. Compliance 8.4 The Client will be charged an office set up fee per occupant. Fee 6.1 Comply with the law: The Client must comply with all relevant laws and amounts are located in the House Rules which can be requested at any regulations in the conduct of its business. The Client must do nothing illegal time. in connection with its use of the Business Centre. The Client must not do 8.5 Payment: the Provider is continually striving to reduce its anything that may interfere with the use of the Centre by the Provider or by environmental impact and supports its clients in doing the same. others, cause any nuisance or annoyance, increase the insurance premiums Therefore the Provider will send all invoices electronically (where the Provider has to pay, or cause loss or damage to the Provider (including allowed by law) and the Client will make payments via an automated damage to reputation) or to the owner of any interest in the building which method such as Direct Debit or Credit Card, wherever local banking contains the Centre the Client is using. The Client acknowledges that (a) the systems permit unless another form of payment is offered to the Client terms of the foregoing sentence are a material inducement in the Provider’s as a qualified and current Key Account. All amounts payable by the execution of this agreement and (b) any violation by the Client of the Client under this agreement may be assigned to other members of the foregoing sentence shall constitute a material default by the Client hereunder, Provider’s group. entitling the Provider to terminate this agreement, without further notice or 8.6 Late payment: If the Client does not pay fees when due, a fee procedure. will be charged on all overdue balances. This fee will differ by country 6.2 The Client acknowledges and accepts that its personal data may be and is listed in the House Rules. If the Client disputes any part of an transferred or made accessible to all entities of the Provider, wherever invoice the Client must pay the amount not in dispute by the due date located, for the purposes of providing the services herein. or be subject to late fees. The Provider also reserves the right to withhold services (including for the avoidance of doubt, denying the 7. The Provider’s Liability Client access to its accommodation(s)) while there are any outstanding 7.1. The extent of the Provider’s liability: To the maximum extent permitted fees and/or interest or the Client is in breach of this agreement. by applicable law, the Provider is not liable to the Client in respect of any loss 8.7 Insufficient Funds: The Client will pay a fee for any returned or damage the Client suffers in connection with this agreement, with the cheque or any other declined payments due to insufficient funds. This services or with the Client’s accommodation(s) unless the Provider has acted fee will differ by country and is listed in the House Rules. deliberately or negligently in causing that loss or damage. the Provider is not 8.8 The Provider will increase the monthly office fee each and every liable for any loss as a result of the Provider’s failure to provide a service as a anniversary of the start date of this agreement by a percentage result of mechanical breakdown, strike, termination of the Provider’s interest amount equal to the increase in the All Items Retail Prices Index, or in the building containing the Centre or otherwise unless the Provider does such other broadly equivalent index which the Provider substitutes so deliberately or is negligent. In no event shall the Provider be liable for provided that if the foregoing increase is not permitted by applicable any loss or damage until the Client provides the Provider written notice and law, then the monthly office fee shall be increased as specified in the gives the Provider a reasonable time to put it right. If the Provider is liable House Rules. This will only apply to agreements that have an original for failing to provide the Client with any service under this agreement then start and end date constituting more than a 12 month term. Renewals subject to the exclusions and limits set out immediately below the Provider will be renewed as per clause 1.3 above and only those renewals with will pay any actual and reasonable expenses the Client has incurred in a start and end date constituting a term of over 12 months will have obtaining that service from an alternative source. If the Client believes the the same increase applied. Provider has failed to deliver a service consistent with these terms and 8.9 Standard services: The monthly office fee and any recurring conditions the Client shall provide the Provider written notice of such failure services requested by the Client are payable monthly in advance. and give the Provider a reasonable period to put it right. Unless otherwise agreed in writing, these recurring services will be 7.2. EXCLUSION OF CONSEQUENTIAL LOSSES, ETC.: the Provider WILL provided by the Provider at the specified rates for the duration of this NOT IN ANY CIRCUMSTANCES HAVE ANY LIABILITY FOR LOSS OF Agreement (including any renewal). Specific due dates will differ by BUSINESS, LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF country and are listed in the House Rules. Where a daily rate applies, OR DAMAGE TO DATA, THIRD PARTY CLAIMS OR ANY CONSEQUENTIAL the charge for any such month will be 30 times the daily fee. For a LOSS UNLESS the Provider OTHERWISE AGREES IN WRITING. the Provider period of less than a month the fee will be applied on a daily basis. STRONGLY ADVISES THE CLIENT TO INSURE AGAINST ALL SUCH 8.10 Pay-as-you-use and Additional Variable Services: Fees for pay-as- POTENTIAL LOSS, DAMAGE, EXPENSE OR LIABILITY. you-use services, plus applicable taxes, in accordance with the 7.3. Financial limits to the Provider’s liability: In all cases, the Provider’s Provider’s published rates which may change from time to time, are liability to the Client is subject to the following limits: invoiced in arrears and payable the month following the calendar  Without limit for personal injury or death;

month in which the additional services were provided. Specific due dates will differ by country and are listed in the House Rules. 8.11 Discounts, Promotions and Offers: If the Client benefited from a special discount, promotion or offer, the Provider may discontinue that discount, promotion or offer without notice if the Client breaches these terms and conditions or becomes past due on two or more occasions. Global Terms & Conditions, lveber, Aug-14