FACILITY USE AGREEMENT
BETWEEN:
XXXXXXX X. XXXXX, an individual
hereinafter called "Owner",
-and-
MONTANA ACQUISITION CORPORATION, a Delaware corporation
hereinafter called "User".
1. DESCRIPTION OF PREMISES, FACILITIES, AND SERVICES
The Owner hereby agrees to permit the User and the
User hereby agrees to pay rent to the Owner, for the
term, and subject to the conditions and covenants
hereinafter set forth, for use of the facility commonly
located at 000 Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx (the "
Designated Office"), together with the privilege to use
the Designated Office in common with the Owner and other
users that the Owner from time to time may designate.
The User hereby acknowledges that the rent paid
under this Agreement is for the rental of the Designated
Office and for the general use of common areas permitted
by the Owner.
2. USE
The use of the Designated Office shall be limited to
use by the User to not more than two people, in number,
at any given time. The parties to this Agreement (Troso
and Montana, when hereinafter referred to collectively)
agree that Montana shall use the Designated Office for a
legitimate business purpose, only to conduct business for
lawful purposes, and for no other purpose, or as
otherwise may be designated by the Owner from time to
time. The User may not make any alteration or
improvement to any part of the Designated Office except
with written prior consent of Owner, which consent shall
not be unreasonably withheld.
The Owner shall only permit the User access and use
of the Designated Office on weekdays between the hours of
10:00 a.m. and 4:00 p.m., Eastern Time, and at no other
time.
In addition, the User agrees to abide by the Owner's
Rules and Regulations, which are appended as Schedule A
hereto.
3. TERM
The term of this Agreement shall be for a period of
three months, on a month-to-month basis, commencing on
the first day of February 2007, and ending on the 30th day
of April 2007, unless renewed as provided hereinafter.
In the event then the User intends to terminate this
Agreement, such termination shall become effective by
notification to the Owner in writing at least 30 (thirty)
days prior to the proposed termination date. The
termination date shall be the last day of any calendar
month.
4. RENT
The User agrees to pay rent for the Designated
Office during the term of this Agreement at the monthly
rate of $10, plus for other valuable consideration
received by the Owner prior to the date hereof, payable
in arrears on the last day of each calendar month.
Page 1 of 4 Pages
5. SECURITY DEPOSIT
The Owner does not require the User to pay any
security deposit to him under the terms of or in
connection with this Agreement.
6. ADDITIONAL FACILITIES AND SERVICES
The Owner does not agree to provide any additional
services to User under this Agreement; except to permit
User to use the Designated Office, receive mail, and
conduct its business during the hours set forth herein.
7. OVERDUE ACCOUNTS AND DEFAULT
The User agrees to pay a five per cent (5%) per
month interest charge to the Owner on any overdue account
for the rental of the Designated Office. The User agrees
that should it default in the payment of rent, or any
other amount payable hereunder, or in the performance of
any other terms or conditions of this Agreement, then the
Owner may, by providing a five (5) day written notice to
the User, terminate this Agreement and retake possession
of all of the User's possessions, and, the User shall
then forthwith continue to remain liable to pay all
monies owing or accruing to the Owner up to the date of
any such voluntary or involuntary termination.
8. LIABILITY
The Owner shall not be liable to the User, its
agents, employees, or assigns, for any injury or damage
to the User or his employees or property or that of his
invitees or designees, by whatever cause, including,
without limitation, any event resulting from the acts or
omissions of Owner's employees, persons renting,
subleasing, or using the facilities of the Owner, or
other persons occupying any part of the Designated
Office, or from any failure of services provided to User,
such as electricity, water, or gas or for any injury or
damage to property or persons caused by any person or by
the Owner's failure to repair.
The Owner and his employees shall not be responsible
for shortages in, damages to or condition of any parcels,
cartons, goods, or monies received. In utilizing the
Designated Office, the User agrees that for the purpose
of risk, loss, errors, or omissions, the person providing
tenancy shall be deemed to be employees of the User and
not that of the Owner.
The User shall be responsible for all damage or loss
caused to the Designated Office, including the
furnishings, fixtures, and equipment, except for
reasonable wear and tear. The User shall pay for all
repairs and replacement thereof during the term and
following the termination of this Agreement. The User
shall be responsible for insuring its own property
located at the Designated Office.
9. TAXES
The User shall not be responsible for the payment,
on a prorated basis or otherwise, of any real estate
taxes associated with the real property underlying the
Designated Office.
10. TELEPHONE SERVICE
The User acknowledges that it is responsible to
contract for and maintain any telephone service at the
Designated Office. In addition, should the User use the
Owner's telephone or equipment, the Owner may charge the
User a nominal charge for such use and services, at the
Owner's discretion.
11. ASSIGNMENT AND SUBLETTING
Under no circumstances may the User assign this
Agreement or sublet the Designated
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Office or any other
part of the premises, unless by operation of law. In the
event any other entity lawfully succeeds the User, this
Agreement shall terminate and be of no further force and
effect.
12. TERMINATION
The Owner has the right to terminate this Agreement
on five (5) days' prior written notice , for the User's
failure to comply with any part of this Agreement, of
with the terms or provisions of any schedule or exhibit
annexed hereto.
13. SEVERABILITY
In the event that any part of this Agreement shall
be held to be unenforceable or invalid, the remaining
parts of this Agreement shall nevertheless continue to be
valid and enforceable as though the invalid portions had
not been a part thereof.
14. REPAIR
The User agrees to surrender the Designated Office
to the Owner in the same state of repair and condition as
originally received by the User, normal wear and tear
excepted.
15. NOTICES
Any notice required or permitted to be given
hereunder shall be given by delivery to the addressee to
their respective addresses, as follows:
If to Owner: Xxxxxxx X. Xxxxx
000 Xxxx Xxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx 00000-0000
If to User: Montana Acquisition Corporation
Xxxx Xxxxxx Xxx 000
Xxxxxxx, Xxx Xxxx 00000-0000
16. TIME
Time shall be of the essence hereof.
17. GENERAL
This Agreement embodies the entire agreement between
the Parties relative to the subject matter hereof, and
shall not be modified, changed, or altered in any respect
except in writing acknowledged by the parties.
DATED February 1, 2007, and executed in the Village
of Wyoming, State of New York.
/s/ Xxxxxxxx X. Xxxxxx (February 1, 2007)
Montana Acquisition Corporation,
a Delaware corporation ("User")
(Electronic Acknowledgment) Xxxxxxx X. Xxxxx
(Acknowledgment by E-Mail of February 2, 2007)
Xxxxxxx X. Xxxxx
"Owner"
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Schedule "A"
RULES AND REGULATIONS
(1) The User, and the User's employees, consultants,
advisors, and other guests, will conduct itself and
themselves in a business-like manner; proper attire
will be worn at all times; the noise level will be
minimized to a level so as not to interfere with or
annoy other occupants of the Designated Office or the
Owner.
(2) The User shall not alter the Designated Office without
the prior written consent of the Owner.
(3) The User will not affix anything to the walls of the
Designated Office without the prior written consent of
the Owner.
(4) The User, and the User's employees, consultants,
advisors, and other guests, will not prop-open any
corridor doors, exit doors, or door connecting
corridors during or after business hours.
(5) All corridors and halls shall not be obstructed by the
User or used for any purpose other than egress and
ingress.
(6) No advertisement or identifying signs or other notices
shall be inscribed, painted on, or affixed to any part
of the corridors, doors, exterior, or public areas of
the Designated Office.
(7) The User shall not, under any circumstances, use or
allow to be used at the Designated Office any oil,
burning fluids, gasoline, kerosene, or other flammable
or combustible fluids, for any purpose whatsoever.
(8) If the User requires any special wiring for business
machines or otherwise, such wiring shall be done by a
licensed electrician designated by the Owner. The
electrical current shall be used for ordinary lighting
purposes only unless written permission to do
otherwise shall first have been obtained by the Owner.
(9) The Owner and his employees, agents, and guests, shall
have the right to enter the Designated Office during
commonly recognized weekday business hours for
conducting its business.
(10) The User shall give the Owner immediate access to
the Designated Office to show said Designated Office
on the User giving notice of intent to vacate in
accordance with the provisions of the Agreement. The
User shall in no way hinder the Owner from showing
said Designated Office.
(11) The User will bring no animals to the Designated
Office or on the premises comprising the Designated
Office.
(12) The User shall not remove any furnishings,
fixtures, equipment, or decorative material from the
Designated Office without written consent of the
Owner.
(13) The Owner reserves the right to make such other
reasonable rules and regulations as, in its sole
judgement, may from time to time be needed for the
safety, care, and cleanliness of the Designated
Office.
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