SERVICES AGREEMENT
Center: Two Union Square Center Client: Network Installation Corporation
Address: 000 Xxxxx Xxxxxx, Two Union Square, 42" Floor
Xxxxxxx, XX 00000
Xxxx Xxxxx Contact Name
Address: 00 Xxxxxxxxxx Xxxxx, Xxxxx 000-X
Xxxx, Xxxxx and Zip: Irvine, CA 9261 8
Email Address: xxxxxxxxx@xxxxxxXxxxxxxxxxxxxxxxx.xxx
Contact Name: Xxxxxxx Xxxxxxxx Fax: 000-000-0000
Fax Number
Billing Address (if different from above): Enter Billing Address (If different
from above)
Type of Business or Service: Telecommunications
Persons authorized to charge to account: Xxxxxxx Xxxxxxxx
Referring Broker: n/a ,
Real Estate Company Name: n/a
Number of Offices: 1
Office Numbers: #3
Fixed Monthly Fees: office #3
$260.00 HQ communications package
$100.00 telephone answering
Refundable Retainer: $1400.00
Agreement Term: 3 months
Start Date: June 1st, 2004 End Date: November
1, 2004
Client acknowledges taking early occupancy of said Office Numbers on: Occupancy
Date: Late occupancy on June 7th, 2004
This agreement will automatically renew for the same period of time as listed in
the Agreement Term set forth above at the then current rates for the offices
and/or services.
If this agreement is for less than Three (3) offices, written notice must be
given sixty (60) days prior to the agreement end date to cancel the renewal. (33
If this agreement is for
Three (3) or more offices, written notice must be given ninety (99) days
prior to the agreement end date to cancel the renewal.
I have read and understand the agreement, including terms and conditions on the
reverse side and I agree to be bound by the agreement terms and conditions.
TERMS AND CONDITIONS
1. OFFICE ACCESS. As a client you have a license to us the office 5) assigned
to you. You will have shared use of common areas in the center. Your office
comes with standard office furniture. You have access to your office(s)
twenty-four (24) hours a day, seven (7) days a week. Our building provides
office cleaning, maintenance services, electric boating and air conditioning to
the center during normal business hours as determined by the landlord for the
building. We reserve the right to relocate you to another office in the center
from time to time. If we exercise this right H will only be to an office of
equal or larger size and configuration. This location at our expense. We reserve
the right to know the officers) to prospective clients and will use reasonable
efforts not to disrupt your business.
2. SERVICES. In addition to your office, we provide you with certain
services on an as requested basis. The fee schedule for these services is
available upon request. The fees are charged to your account and are payable on
the service fee payment date listed on the reverse side of this agreement. You
agrees to pay all charges authorized by you or your employees. The fee schedule
is updated from time to time. HO Global Workplaces (HO) and vendors designated
by HQ are the only service providers authorized to provide services in the
center. You agree that neither you nor your employees will solicit other clients
of the center to provide any service provided by HQ or its designated vendors,
or otherwise. In the event you default on your obligations under this agreement,
you agree that HQ may cease to provide any and all services including telephone
services without resort to legal process.
3. PAYMENTS. You agree to pay the fixed and additional service fees and
all applicable sales or use taxes on the payment dates listed on the reverse
side of this agreement. If you dispute any portion of the charges on your xxxx,
you agree to pay the undisputed portion on the designated payment date. You
agree that charges must be disputed within ninety (90) 'days or you waive your
right to dispute such charges. You may be charged a late fee for any late
payments.
When you sign this agreement you are required to pay your fixed fee, set up fee
and a refundable retainer. The refundable retainer will no) be kept in a
separate account from other funds of HQ and no interest will be paid to you on
this amount. The refundable retainer may be applied to outstanding charges at
any time at our discretion. We have the right to require that you replace
retainer funds that we apply to your charges. At the end of the term of this
agreement, if you have satisfied all of your payment obligations, we will refund
you this retainer within forty-five (45) days.
4. OUR LIMITATION OF LIABILITY. You acknowledge that due to the imperfect
nature of verbal, written and electronic communications, neither HQ nor HQ's
landlord or any of their respective officers, directors, employees,
shareholders, partners, agents or representatives shall be responsible for
damages, direct or consequential, that may result from the failure of HQ to
furnish any service, including but not limited to the service of conveying
messages, communications and other utility or services. Your sole remedy and
HQ's sole obligation for any failure to render any service, any error or
omission, or any delay or interruption of any service, is limited to an
adjustment lo your xxxx in an amount equal to the charge for such service for
the period during which the failure, delay or Interruption continues.
WITH THE SOLE EXCEPTION OF THE REMEDY DESCRIBED ABOVE, CLIENT EXPRESSLY AND
SP6CIMCALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE, ANY CLAIM FOR DAMAGES,
DIRECT OR CONSEQUENTIAL, INCLUDING WITH RESPECT TO LOST BUSINESS OR PROFITS,
ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE, ANY ERROR OR OMISSION WITH
RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF SERVICES. HQ DISCLAIMS ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
B. LICENSE AGREEMENT. THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST
IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE
LICENSE. We retain legal possession and control of the center and the office
assigned to you. Our obligation to provide you space and services is subject to
the terms of our lease with the building. This agreement terminates
simultaneously with the termination of our tease or the termination of the
operation of our center for any reason. As our client you do not have any rights
under our lease with our landlord. When this agreement is terminated because the
term has expired or otherwise, your license to occupy the center is revoked. You
agree to remove your personal property and leave the office as of the xxxx of
termination. We are not responsible for property left in the office after
termination.
6. DAMAGES AND INSURANCE. You are responsible for any damage you cause to
the center or your office(s) beyond normal wear and tear. We have the right to
inspect the condition of the office from time to time and make any necessary
repairs.
You are responsible for insuring your personal property against all risks. You
have the risk of loss with respect to any of your personal property. You agree
to waive any right of recovery against HQ, its directors, officers and employees
for any damage or loss to your property under your control. All property in your
office(s) is understood to be under your control.
7. DEFAULT. You are in default under this agreement if; 1) you fail to
abide by the rules and regulations of the center, a copy of which has been
provided to you; 2) you do not pay your lees on the designated payment date and
after written notice of this (allure to pay you do not pay within five (5) days;
or 3) you do no* comply with the terms of this agreement. If the default is
unrelated to payment you will be given written notice of the default and you
will have ten (10) days to correct the default.
TERMINATION. You have the right to terminate this agreement early; 1) if your
mail or telecommunications service or access to the office(s) is cut for a
period of ten (10) concurrent business days; or 2) in connection with a transfer
to another center in the HQ network.
HQ has the right to terminate this agreement early; i) if you fail to correct a
default or the default cannot be corrected; 2) without opportunity to cure if
you repeatedly default under the agreement; or 3) if you use the center for any
Illegal operations or purposes.
RESTRICTION ON HIRING. Our employees are an essential part of our ability to
deliver our services. You acknowledge this and agree that, during the term of
your agreement and for six (6) months afterward, you will not hire any of our
employees. If you do hire one of our employees, you agree that actual damages
would be difficult to determine and therefore you agree to pay liquidated
damages in the amount of one-half of the annual base salary of the employee you
hire. You agree that this liquidated damage amount is fair and reasonable.
BUSINESS CONTINUATION. Based on Client's selection below, upon expiration,
cancellation or termination of this Services Agreement, for any reason other
than default, HQ will: (CHECK ONE ONLY)
For a period of <2 Months> months (2 month minimum), forward Client's mail
on a once weekly basis to one single designated domestic address. Client's
assigned telephone number will remain active and calls will automatically direct
to voicemail. Client will have unlimited access to voicemail during the Business
Continuation term. Client must pay a monthly Business Continuation fee of $50
per month, plus the cost of all postage associated with the re-mailing service.
D Refuse, discard or destroy any mail or packages addressed to Client and
delivered to Facility. Client's assigned telephone number will be de-activated
and all inbound calls to that number will receive an announcement that the
number is no longer in service. Client hereby releases and forever discharges
the HQ Parties for any claim, damage or liability based on failure lo deliver
any mail, package or voice messages after The termination of this Services
Agreement.
Payment for Business Continuation is due in upon expiration, cancellation or
termination of this Services Agreement and payable in full, in advance for the
selected number of months. Charges for postage associated with mail forwarding
are due upon invoicing. Payment must be made by execution of Credit Card
Authorization. MISCELLANEOUS.
to be in writing and may be given by registered or certified mail, postage
prepaid, overnight mail service or hand delivered with proof of delivery,
addressed to HQ or client at the address listed on the reverse side of this
agreement.
You acknowledge that HQ will comply with the US. Postal Service regulations
regarding client mail. Upon termination of this agreement, you must notify all
parties with whom you do business of your change of address. YOU agree not to
file a change of address form with the postal service.
In the event a dispute arises under this agreement you agree to submit the
dispute to mediation. If mediation does not resolve the dispute, you agree that
the matter will be submitted to arbitration pursuant to the procedure
established by the American Arbitration Association in the metropolitan area in
which the center is located. The decision of the arbitrator will be binding on
the parties. The non-prevailing party as determined by the arbitrator shall pay
the prevailing parties attorney's fees and costs of the arbitration.
Furthermore, if a court decision prevents or HQ elects nut to submit this matter
IP arbitration, then the non-prevailing party as determined by the court shall
pay the prevailing parties reasonable attorney's fees and costs. Nothing in this
paragraph will prohibit HQ from seeking equitable relief including without
limitation any action for removal of the client from the center after the
license has been terminated or revoked.
This agreement Is governed by the laws of tri state In witch tri center Is
located.
This agreement is the entire agreement between you and HQ. It supersedes all
prior agreements.
Client may not assign this agreement without HQ's prior written consent, which
will not be unreasonably withheld.
/s/ Xxxxxxx Xxxxxxxx
--------------------------
Xxxxxxx Xxxxxxxx
/s/ Xxxx Xxxxx
------------------
Xxxx Xxxxx
RULES AND REGULATIONS
1- Clients employees and guests shall conduct themselves in a businesslike
manner; proper business attire shall be worn at all times; the noise level will
be kept to a level so as not to interfere with or annoy other clients and Client
will abide by HQ GLOBAL WORKPLACES directives regarding security, keys, parking
and other such matters common to all occupants.
2. Client agrees to use chair mats and desk pads in the Office(s) and any
damage from failure to use the same shall be the responsibility of Client.
Client shall not affix anything to the windows, walls or any other part of the
Office) or the HQ GLOBAL WORKPLACES business center or make alterations or
additions to the Office(s) or the HQ GLOBAL WORKPLACES business center without
the prior written consent of HQ GLOBAL WORKPLACES.
3. Client shall not prop open any corridor doors, exit doors or door
connecting corridors during or after business hours.
4. Client can only use public areas with the consent of HQ GLOBAL WORKPLACES
and those areas must be kept neat and attractive at all times.
5. All corridors, halls, elevators and stairways shall not be obstructed by
Client or used for any purpose other than egress and Ingress.
6. No advertisement or Identifying signs, ether than provided by HQ GLOBAL
WORKPLACES, or other notices shall be Inscribed, painted, or affixed on any part
of the corridors, doors or public areas.
7. Client shall not, without HQ GLOBAL WORKPLACES prior written consent,
store or operate In the Office(s) or the HQ GLOBAL WORKPLACES business center
any computer (excepting a personal computer) or any other large business
machine, reproduction equipment, heating equipment, stove, radio, stereo
equipment or other mechanical amplification equipment, vending or coin operated
machine, refrigerator or coffee equipment, or conduct a mechanical business
therein, do any cooking therein, or use or allow to be used In the Building, oil
burning fluids, gasoline, kerosene for heating, warming or lighting. No article
deemed hazardous on account of fire or any explosives shall be brought Into the
HQ GLOBAL WORKPLACES business center. No offensive gases, odors or liquids shall
be permitted. No fire arms shall be permitted.
8. The electrical current shall be used for ordinary lighting, powering
personal computers and small appliances only unless written permission to do
otherwise shall first have been obtained from HQ GLOBAL WORKPLACES at an agreed
cost to Client.
9. If Client requires any special installation or wiring for electrical use.
telephone equipment or otherwise, such wiring shall be done at Client's expense
by the personnel designated by HQ GLOBAL WORKPLACES.
10. Client may not conduct business in the hallways, reception area or any
other area except In Its designated Office(s) without the prior written consent
of HQ GLOBAL WORKPLACES.
11. Client shall bring no animals other than seeing-eve dogs in the company of
blind persons into the Building.
12. Client shall not remove furniture, fixtures or decorative material from
the Office (s) without the written consent of HQ GLOBAL WORKPLACES and such
removal shall be under the supervision of HQ GLOBAL WORKPLACES.
13. Client shall not use the HQ GLOBAL WORKPLACES business center for
manufacturing or storage of merchandise except as such storage may be incidental
to general office purposes.
14. Client shall not occupy or permit any portion of the HQ GLOBAL WORKPLACES
business center to be occupied or used for the manufacture, sate, gift or use of
liquor, narcotics or tobacco In any form.
15. Client shall not use the Office(s) for lodging or sleeping or for any
Immoral or Illegal purposes.
16. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows of the HQ GLOBAL WORKPLACES business center by Client nor shall
any changes be made on existing locks or the mechanisms thereof.
17. Client shall, before leaving the Office(s) unattended for an extended
period of time, close and securely lock all doors and shut off all lights and
other electrical apparatus. Any damage resulting from failure to do so shall be
paid by Client.
18. Canvassing, soliciting and peddling in the Building are prohibited and
Client shall not solicit other clients for any business or other purpose without
me prior written approval of HQ GLOBAL WORKPLACES.
19. All property belonging to Client or any employee, agent or invitee of
Client shall be at the risk of such person only and HQ GLOBAL WORKPLACES shall
not be liable for damages thereto or for theft or misappropriation thereof.
20. If Client does not remove any property belonging to Client from the HQ
GLOBAL WORKPLACES business center by the end of the term, at the option of HQ
GLOBAL WORKPLACES, Client shall be conclusively presumed to have conveyed such
property to HQ GLOBAL WORKPLACES under this Agreement as a xxxx of sale without
further payment or credit by HQ GLOBAL WORKPLACES to Client and HQ GLOBAL
WORKPLACES may remove the same and Client shall pay HQ GLOBAL WORKPLACES all
costs of such removal upon demand.
21. Smoking shall be prohibited in all public areas, including conference and
training rooms. No smoking shall be permitted at any time in any area of the HQ
GLOBAL WORKPLACES business center (including open offices and workstations).
22. Client shall use only telecommunications systems and services as provided
by HQ GLOBAL WORKPLACES. Client shall pay to HQ GLOBAL WORKPLACES a monthly
equipment rental fee for the use of each telephone Instrument and voice lines.
In the event HQ GLOBAL WORKPLACES discontinues the offering of long distance
service, Client shall provide its own long distance service through a locally
accessed long distance carrier.
23. Client or Client's officers, directors, employees, shareholders, partners,
agents, representatives, contractors, customers, or Invitees shall be prohibited
from participating in any type of harassing or abusive behavior to HQ GLOBAL
WORKPLACES team members, other clients or invitees verbal or physical In the HQ
GLOBAL WORKPLACES business center for any reason.
24. Internet service and any other service provided by HQ GLOBAL WORKPLACES
may only be used for lawful purposes. Transmission or storage of any
Information, data, or material In violation of any US Federal, state or local
law is prohibited. Client Is prohibited from using the HQ GLOBAL WORKPLACES
Internet access to transmit threatening material or transmit or receive obscene
material.
25. Clients must pay service fees for each device connected to Internet
service.
26. HQ GLOBAL WORKPLACES has the right to suspend T-1 service at any time if
client's use violates the Rules and Regulations of internet service use.
HQ GLOBAL WORKPLACES reserves the right to make such other Rules ma Regulations
as In Its Judgment may from time to time be needed for the safety of clients,
care and cleanliness of the offices. HQ GLOBAL WORKPLACES shall have no
responsibility to Client for the violation or non-performance by any other HQ
GLOBAL WORKPLACES clients of any of the Rules and Regulations but shall use
reasonable efforts to uniformly enforce all Rules and Regulations.
