[ARTICLE] 2
[CIK] 0000903651
[NAME] INNODATA CORPORATION
CONTRACT OF LEASE
KNOW ALL MEN BY THESE PRESENTS:
This Contract of Lease, made and entered into this 9th day of November, 1998 at
Makati City, Philippines, by and between:
JM & COMPANY, INC., a corporation duly organized and existing under and by
virtue of the laws of the Republic of the Philippines with offices at 2nd Floor,
JM Building, South Superhighway corner Rockefeller Street, Makati City,
represented herein by VICENTE S. VARGAS, Executive Vice President, hereinafter
referred to as the LESSOR;
- - and -
INNODATA PHILIPPINES, INC., a corporation duly organized and Existing under and
by virtue of the laws of the Republic of the Philippines, with address at 2900
Faraday Street comer South Superhighway, Makati City, represented herein by
JURGEN C. TANPHO, Vice President-Global Operations, hereinafter referred to as
the LESSEE
WITNESSETH: That -
WHEREAS, the LESSOR is the absolute and registered owner of a complex covered
by Transfer Certificate of Title no. 165246 of the Registry of Deed of Rizal,
Metro Manila,with all improvements constructed thereon, composed of the entire
four-floor building,the adjacent canteen building, the parking slots and the
entire uncovered lot area of the complex. Said four-floor building has an area
of four thousand one hundred and sixteen square meters (4,116 sqm), more or
less, hereinafter referred to as the "Building"; said adjacent canteen building
has anarea of three hundred sixty four and twenty - three (364.23 sqm), more or
less, hereinafter referred to as the"Canteen"; said parking slots are composed
of fifteen (15) units, hereinafter referred to as the"Parking Slots"; and said
uncovered lot area having an area of nine hundred eighty square meters, more or
less, hereinafter referred to as the "Uncovered Lot Area"; all of the above
hereinafter referred to collectively as the "Leased-Premises' ' or Premises .
WHEREAS, the LESSEE is desirous of leasing the above described premises;
NOW, THEREFORE, for and in consideration of the mutual covenants and
stipulations hereinafter set forth, the LESSOR hereby leases unto the LESSEE,
and the LESSEE does hereby accepts said lease from the LESSOR the above
described premises, subject to the following terms and conditions:
Section 1. PERIOD OF LEASE
The Contract of Lease shall be for a period of five (5) years starting January
1, 1999 to December 31, 2003. The lease is extendable for additional two (2)
years under such terms and conditions, as the parties shall agree upon.
Contract automatically preterminates in event of expropriation by government of
property for infrastructure purposes. LESSOR has no liability in event of
expropriation provided six (6) month notice is given If LESSOR gives between
four (4) months to less than six (6) months notice, LESSOR shall be liable for a
penalty equivalent to one (1) month's rent. If LESSOR gives between two (2)
months to less than four- (4) months notice, LESSOR shall be liable for a
penalty equivalent to two- (2) month's rent. If LESSOR gives less than two (2)
months notice, LESSOR shall be liable for a penalty equivalent to four (4)
months' rent.
Contract is preterminable without penalty by LESSEE by giving sixty (60) days
notice; provided pretermination as a result of Innodata having obtained
knowledge of an eminent domain proceeding shall only require thirty (30) days
notice and, in such an event, Innodata shall have no limit on holdover. Holdover
is defined as the right to maintain occupancy of the demised premises beyond the
lease termination date at a daily rate. Other pretermination without cause by
LESSEE shall result in a maximum liability equivalent to one-half of the rental
deposit.
LESSOR warrants full disclosure to LESSEE of all notices, documents and
information which it obtains relating to contacts made with LESSOR by outside
parties relating to acquisition of the building for the Skyway. LESSOR agrees
that if it fails to do so, it will indemnify LESSEE by the amount of equivalent
to four (4) months' rent.
If during the term of this lease, or any renewal of it, the premises shall be
substantially destroyed by fire, typhoon, earthquake or any other unforeseen
cause not the fault of either the LESSOR or the LESSEE, then the LESSEE shall
have the option, upon notice in writing to the LESSOR, to terminate the lease,
suspend payments of rentals, or proportionately reduce the rentals. In case the
lease is terminated, the LESSOR shall refund to the LESSEE any portion of the
rent paid in advance and not earned at the time of such destruction within
fifteen (15) days from the date of termination.
If the lease is terminated pursuant to the provisions of this Contract or for
any other Valid and justifiable cause, the LESSOR shall refund to the LESSEE the
deposit within fifteen (15) days from the date of termination subject to Section
3. In case of pretermination by the LESSEE without due cause as provided in this
Contract, the LESSOR shall dispose of the deposit as follows:
(i)50% thereof shall constitute liquidated damages and pertain to the LESSOR;
and
(ii)50% thereof shall be utilized to pay any unpaid utilities of the LESSEEor
damages to the leased premises chargeable to the LESSEE as provided in this
Contract; provided that any excess amount shall pertain to the LESSOR as
additional liquidated damages; provided further that the LESSEE shall remain
liable in case of a deficiency.
The LESSOR hereby accepts the above-described liquidated damages to represent
payment for full and final damages incurred and LESSOR agrees to seek no further
claims from LESSEE in connection with said pre-termination. _ If, however,
during the term, the premises shall be partially destroyed by fire or any other
cause, then the LESSOR shall repair the premises as speedily as possible, at
LESSOR's expense, and the LESSEE shall be entitled to a reduction of rent in
proportion to the amount of floor space of which it was deprived of use while
such repairs are being made.
Damages to such extent as to render fifty percent (50%) or more of the floor
space unusable/unsuitable for the purpose of LESSEE's business shall be deemed
"substantial destruction" within the meaning of this agreement, and damage which
render less than fifty percent (50%) of the floor space unusable/unsuitable for
the purpose of the LESSEE's business, but which cannot be repaired within thirty
(30) days shall likewise be deemed to be a "substantial destruction". Damage
which renders less than fifty percent (50%) of floor space unusable/unsuitable
for the purpose of LESSEE's business, and which can be repaired within thirty
(30) days shall be deemed to be a "partial destruction" within the meaning of
the agreement.
In case the leased premises shall be deserted or vacated before the expiration
of this lease for a period of thirty consecutive calendar days, the LESSOR shall
have the right and is hereby authorized by the LESSEE to enter the same as agent
of the LESSEE, without being liable for any prosecution therefor and to relet
the same as the agent of the LESSEE, and to receive the rent therefor and apply
the same to the payment of the rent hereunder, holding the LESSEE liable for any
deficiency.
Section 2. RENTAL
The LESSEE during the period of the lease shall pay a fixed monthly rent
based on the following schedule:
OFFICE BUILDING CANTEEN PARKING SLOTS TOTAL
MONTHLY MONTHLY MONTHLY MONTHLY
YEAR PER SQM RENTAL PER SQM RENTAL PER SQM RENTAL RENTAL
- -------------------------------------------------------------------------------
1 206.00 847,896.00 103.00 37,516.00 220.00 3,300.00 888,712.00
2 221.00 909,636.00 110.50 40,247.00 236.50 3,547.00 953,430.00
3 238.00 979,608.00 119.00 43,343.00 254.00 3,810.00 1,026,761.00
4 256.00 1,053,696.00 128.00 46,621.00 273.00 4,095.00 1,104,412.00
5 275.00 1,131,900.00 137.50 50,082.00 294.00 4,410.00 1,186,392.00
The monthly rental shall be paid to the LESSOR at its business address without
the need of any demand not later than the first five (5) working days of each
month. Any monthly rental not paid when due shall earn three percent (3%) per
month as penalty charges until fully paid.
Further to the Presidential Decrees No. 1351 and revenue regulation numbers
13-78 implementing the withholding of creditable income taxed from certain
income payments and the additional requirements for deductibility of such income
payments, which are otherwise deductible from the gross income of the payor,
effective November 01, 1978, five percentum (5%) of the herein mentioned rental
amount due to the LESSOR shall be automatically deducted and withheld by the
LESSEE and shall be remitted to the government by the LESSEE as prescribed under
said revenue regulation numbers 13-78 as well as any and/or all government
regulations, amendments to regulations, etc., that may follow, regarding the
above. The LESSEE hereby assumes direct and total responsibility and/or
liability for the implementation of the above and in no way shall the LESSOR be
held liable and/or responsible for non-compliance and/or late compliance in any
form.
The LESSEE shall present evidence to the LESSOR in the form of a written
statement duly signed by the proper government agent showing the withholding
payment made by the LESSEE together with a copy of the official receipt for said
payment within the first ten (10) days of each succeeding quarter for the
preceding three (3) months deduction.
The LESSEE on or before March 1 of every year shall present evidence to the
LESSOR in the form prescribed by the Bureau of Internal Revenue that the LESSEE
has filed with the Bureau of Internal Revenue an annual return of income tax
withheld at source from the LESSOR for the government. Said returns should
contain the following information:
a. The official receipt, date of payment and amount paid for each month, as
Withheld from the rental income due the LESSOR.
b. The name, address and taxpayer's account number of the LESSOR.
c. The nature of income payment, gross amount and total amount of tax
Withheld from the LESSOR.
Evidence should be in the form of actual copy of said annual return of withheld
taxes filed with and received by the Bureau of Internal Revenue.
The above mentioned procedure may be changed from time to time as the Bureau of
Internal Revenue or new government regulations are promulgated or changed.
Section 3. SECURITY DEPOSIT
The LESSEE shall deposit with the LESSOR the amount of Pesos Two Million Six
Hundred Sixty Six Thousand One Hundred Thirty Six & 00/100 (P2, 666,136.00) or
equivalent of three (3) months rental upon signing of the Contract of Lease to
guarantee the LESSEE's obligation under this lease contract, to cover damages to
the leased premises, and any unpaid obligation and liabilities of the LESSEE,
including utilities at the termination of the lease.
The deposit shall not be applied to the monthly rentals, but shall be retained
by the LESSOR, and shall be refunded to the LESSEE within 45 days after the
LESSEE vacates the leased premises, less deduction as enumerated above, if any.
In case legal devaluation or revaluation, extraordinary inflation or deflation
of the Philippine Peso as declared by the Central Bank of the Philippines,
adjustment in the rate of the contract shall be done upon mutual consent.
The LESSEE agrees to always maintain a deposit equivalent to three (3) months
rental for the duration of the lease contract. The above mentioned-deposit
amount shall be within the first ten (10) days of the year be increased
accordingly based on the rental rates of the current year or the leased rates as
shown in Section entitled "Rentals".
Section 4. OWNERSHIP OF LEASED PREMISES
The LESSOR warrants that it is the absolute owner of the above-described
property and has the right to lease the same. Furthermore, the LESSOR shall, in
case of litigation or controversy concerning the LESSOR's right, title and
interest in the premises, defend and hold harmless the rights of the LESSEE
under the terms and conditions of this Contract at the LESSOR's expense.
Section 5. TAXES
LESSOR shall pay and defray at LESSOR's own expense all real estate taxes and
other government assessments;
The LESSOR shall, for the entire duration of the lease, be exclusively liable
for payment of all realty taxes due on the lease premises covering the land and
building only.
The value-added tax levied or assessed on the rentals and other payments owing
by the LESSEE to the LESSOR shall be for the account of the LESSEE. For this
purpose, the LESSEE shall pay to the LESSOR the amount corresponding to the
value-added tax payable on account of this lease by delivering to the latter the
said amount simultaneously with the payment by the former of the rental for the
Leased Property.
The documentary stamp tax arising from this lease shall be borne equally by the
LESSOR and LESSEE.
Section 6: USE OF PREMISES
The premises hereby leased shall be used exclusively as a Computer Data
Processing Office and the LESSEE shall not divert the premises to other uses
without prior written consent of the LESSOR, it being expressly agreed that if,
at anytime during the existence of this lease and without the previous written
consent of the LESSOR the said premises are used for other purposes, the LESSOR
has the choice to (a) rescind this contract in accordance with Section entitled
"Default", or; (b) increase the rent, or; (c) compel the LESSEE to stop the new
activities.
It is further expressly understood that under no circumstances will the LESSEE
permit the use of the leased premises except for the canteen area as an eatery
for the dispensation of food, hard or soft beverages of any kind whatsoever
unless served gratuitously to customers or visitors.
The sidewalks, lobbies, entries, passages, fire exits and stairways of the
building shall not be obstructed or used by the LESSEE for any purpose other
than for ingress to and egress from the building.
Section 7. CARE OF THE LEASED PREMISES
The LESSEE hereby expressly agrees that it shall, at its expense, keep and
maintain the leased premises in good, clean, tenantable and sanitary condition,
free from obnoxious odors, disturbing noises or other nuisance and, upon the
expiration of the lease, shall surrender and return the premises and fixtures in
as good condition as they were actually found at the beginning of the lease,
ordinary wear and tear excepted, and further agrees that it shall be liable for
any damages to the leased premises and for any violation of the above
restrictions due to the carelessness or negligence of the said LESSEE, its
agents, sub-lessee(s) or other persons under or subject to its direct control.
Any injury or damage caused or done by the LESSEE may be repaired by the LESSOR
for the account of the LESSEE.
The LESSEE binds itself to use the leased premises within the structural limits
of the load capacity of the footings, columns, concrete flooring and beams. The
LESSOR shall advise the LESSEE of such structural limits and load capacities.
The LESSEE shall provide itself, at its own cost and expense, receptacles which
the city by ordinance may require it to hold and contain waste matter, garbage
and refuse, and shall deposit them within its own premises or at such places as
may be designated by the LESSOR.
Section 8. REPAIRS AND MAINTENANCE
LESSOR accepts full responsibility for maintenance of sewage, elevator and water
inflow systems.
Major repairs shall be made by the LESSOR at its own expense. Major repairs
shall consist of building structure restoration, plumbing, air conditioning, and
electrical systems. Major repairs shall be understood to mean any single repair
work on the items mentioned in the preceding sentence involving an expenditure
of Five Thousand Pesos (P5, 000.00), or more per repair. Minor repairs and
maintenance, such as fluorescent lamps, fuse replacements, etc., landscaping,
gardening, shall be the LESSEE's responsibility and account.
In case the LESSOR fails to make and complete the necessary repairs within
fifteen (15) days from the date the malfunction or damage has been reported to
the LESSOR by the LESSEE in writing, the LESSEE shall undertake the repair with
all expenses reimbursable by the LESSOR upon submission of job quotations and
receipts. LESSOR to settle within thirty (30) days else to deduct from rent due.
Due to the LESSEE's critical requirement of continuously operating air
conditioning units, LESSOR shall grant LESSEE the permission to undertake
repairs of systems and subsystems affecting the air conditioning units without
the necessity of informing the LESSOR, provided that the LESSOR retains the
right to inspect all such repairs and associated documents. Further, LESSEE will
subject only material costs shall be subject to reimbursement by the LESSOR at
above-mentioned calculation of major or minor repairs. LESSEE will shoulder for
LESSEE's own account all labor expenses for items covered by this paragraph.
The LESSOR may perform necessary work on the building provided that it will not
interfere or interrupt with the use of the leased premises, in which case, prior
consent of the LESSEE shall be first be obtained.
Section 9. STRUCTURAL WARRANTY
LESSOR warrants the structural integrity of the structure in the premises, in
particular the building, the canteen and the car park, at all times.
Section 10. UNRESTRICTED ACCESS TO PREMISES
LESSOR grants LESSEE permission to occupy and fully operate leased premises
building, systems and applicable environs twenty-four hours a day, seven days a
week, without restriction of access. Should this right be abridged or caused to
be abridged by the LESSOR without justifiable cause, the LESSEE may preterminate
the contract without penalty of forfeiture of rental deposit. By justifiable
cause is meant imminent danger to person and/or property.
Section 11. PROHlBITIONS
The LESSEE shall not, without prior written consent of the LESSOR, which consent
shall not be unreasonably withheld, bring into, store and/or install any
apparatus, machinery or equipment which may cause abnormal tremors or noise or
expose the leased premises to fire or increase the fire hazard of the building
or change the insurance rate of the building, or any other article which the
LESSOR may reasonably prohibit; it being understood that should the LESSEE do
so, not only shall the latter be responsible for all damages which such
violation may cause the LESSOR and/or its other tenants but the LESSOR shall in
addition thereto, have the right to cancel this contract. If the LESSEE shall
use the building, or deposit therein any such matter as to result in any
increase in the rate of the insurance payable by the LESSOR, the increase shall
be for the account of the LESSEE, except when such use is in consonance with the
Section entitled "Use of Premises".
LESSOR hereby permits LESSEE to bring into leased premises, diesel fuel for
LESSEE's generator units and liquified petroleum gas (LPG) for LESSEE's canteen,
in quantities reasonable for operation of the above.
Section 12. Improvement and Signs
a.All interior partitions, which the LESSEE shall put up at its own expense,
shall remain the property of the LESSEE during the period of the original lease.
Ownership of all partitions, except movable partitions, upon termination of the
original lease period shall revert to the LESSOR. Prior to the termination of
this lease, LESSEE shall have the option to remove the partitions at its own
expense or sell them to the LESSOR at an agreed depreciated value, determined by
employing the straight line method, with the partitions having a depreciable
life of five (5) years. The LESSOR, however, is not bound to take the partitions
at depreciated value.
Movable partitioning shall mean partitions that are not fastened by any means to
the ceiling and/or flooring and can be readily removed without damage to the
floor tiles or ceiling finish.
Before any interior partitions are put up, the LESSEE shall provide the LESSOR
two (2) copies each of the proposed partitioning lay-out and electrical system
lay-out for the LESSOR's verification on whether the proposed interior
partitioning shall be compatible with the building's air conditioning and
electrical system.
The LESSOR agrees to conduct the verification without delay, and as so as the
proposed plan is verified and approved by the LESSOR, the LESSEE agrees to
strictly comply with the approved plan. The LESSEE likewise agrees to secure
written consent from the LESSOR any additions, alterations or revisions thereof,
which consent the LESSOR shall give within fifteen (15) days from the date of
its receipt of a written request made by the LESSEE.
b.The LESSEE may install or introduce at its sole discretion and for its
exclusive account venetian blinds, curtains, individual air conditioning traits
provided the existing electrical system can carry this additional load and is
technically feasible), lighting and other fixtures, upon the leased premises,all
of which may be removed at the termination of the lease provided that the leased
premises can be restored to their original condition, ordinary wear and tear
excepted. The LESSEE, however, shall secure written approvalfrom the LESSOR
before nstalling any major electrical equipment within the premises.
No permanent improvements or fixtures including air conditioning units linked up
with the central air conditioning system which cannot be removed without causing
damage to the leased premises or without affecting the operations of the
electrical or mechanical systems shall be made without prior written consent of
the LESSOR.
Ownership of the additional air conditioning unit/equipment exclusive of ducting
introduced in the premises shall remain with the LESSEE even after the lease
period.
LESSOR shall have the option to purchase the additional air conditioning
unit/system at a price mutually agreed upon by both parties. Should LESSOR not
purchase such units, LESSEE shall immediately restore the original air
conditioning system and make the necessary restoration works such that the
original air conditioning systems in the premises are operable.
c. The LESSEE shall have the right, subject to the approval of the LESSOR and
the proper government authorities, to place in, upon and about the leased
premises, except on the roof, such signs and advertising materials as it may
desire. The LESSEE shall inform, in writing, the LESSOR of any intention to
install a sign including proposed location, dimensions, etc. to enable the
LESSOR to verify the technical feasibility, location and power requirements of
the proposed sign.
Section 13. BUILDING NAME
LESSOR gives LESSEE permission to name the building and/or premises as "Innodata
Building" or "Innodata Center" and to erect signs stating this fact subject to
approval by LESSOR as provided by Section entitled "Improvement and Signs".
Section 14. ANTENNA RIGHTS
LESSOR grants LESSEE permission to install antenna aerials and satellite dishes
subject to approval by LESSOR of its design, location and installation.
Section 15. AUTOMATIC TELLER MACHINE (ATM)
LESSOR grants LESSEE permission to install automatic teller machines (ATMs)
within premises.
Should the party(s) owning, operating and/or installing such ATMs require that
the public have access to said machines, LESSOR and LESSEE will conduct
discussions with said party regarding possible arrangements.
Section 16. INJURY OR DAMAGE
The LESSEE shall be responsible for all acts and omissions of its officers,
employees, helpers, agents and sub-lessee(s) and of all other persons allowed by
it to have access to the leased premises for any damage which may be caused to
persons or property or third persons while remaining either casually or on
business in any part of the premises leased to the LESSEE and further binds
itself to hold the LESSOR free and harmless from any such claim for injury or
damage.
The LESSOR shall not be made responsible nor liable for the following:
a. For the presence of bugs, vermin, ants, insects, if any, in the leased
premises;
b. For the injury, loss of life and/or damages to goods and property caused by
fire, earthquake shock, earthquake, typhoons, water leaks caused by rains,
theft, building or building partitions collapse, the cracking of any glass
window, or done upon or about said leased premises, and other similar causes, as
well as lightning;
c. For any injury, loss of life and/or damage which the LESSEE, its agents or
employees might sustain in the premises due to any cause other than the LESSOR's
willful or negligent acts, or those of its agents or employees, or the LESSOR's
violation of the provisions of this Contract; or
d. For any damage to goods and property of the LESSEE done or occasioned by, or
arising from plumbing, gas, water and/or other lines or the bursting, leaking or
destruction of any cistern tank, wash stand, water closet or waste pipe in,
above, upon or about the leased premises, except to the extent that the LESSOR
is required to make repairs under the provisions of this Contract, particularly
under the provisions of Section entitled "Repairs and Maintenance.
Section 17. PUBLIC UTILITIES AND SERVICES
LESSOR warrants the presence and operability of all connections with electric,
water and sewage systems upon turn over of the premises. LESSOR further warrants
that there are no arrearage or existing causes that would cause these utilities
to refuse to deal with the occupant of the premises. LESSOR further guarantees
that all unsettled obligations, if any, occurring prior to the occupancy of the
premises by LESSEE will be settled by LESSOR and shall be the sole liability of
the LESSOR.
All utilities and services such as light, telephone, gas, water, garbage
collections and other similar services shall be paid by and for the account of
the LESSEE. It is understood that the LESSOR shall not be liable for any
stoppage, absences, failure or deficiency in such utilities and services.
Janitorial and security services used by the LESSEE shall also be paid by and
for the account of the LESSEE. Telephone service shall be negotiated between the
LESSEE and the Philippine Long Distance Telephone Company.
In case of water supply, LESSEE hereby agrees to share pro-rata in the cost of
supplying water into the leased premises based on the readings of the water
meter corresponding to the leased premises.
Should the need arise to deal with these utility companies, the LESSOR will
either make necessary representations on behalf of the LESSEE or will authorize
in writing the LESSEE to represent the premises' and/or LESSOR's interest, if
any, in such transactions or discussions.
Section 18. OPTION ON ADDITIONAL SPACE
Should additional leasable space become available for rent in any property
owned, administered or controlled by the LESSOR which is adjacent to premises,
LESSOR agrees to give LESSEE the first-right-of-refusal/matching offer option.
Upon availability for lease of such space, LESSOR shall notify LESSEE in
writing. Within seven (7) business days from receipt of the notice, LESSEE shall
submit a written offer for the space. If the offer is unacceptable to the
LESSOR, LESSOR can proceed to negotiate a deal with any other third party.
LESSOR shall disclose to the LESSEE the terms of the "third party" deal. LESSEE
will have three (3) business days from date of written notice of such terms to
match the "third party's" terms. However, if LESSEE opts not to match a
particular "deal" and that deal falls through, LESSEE shall have the right to
match any succeeding deals both on the particular space and on spaces covered by
this option.
Section 19. BUILDING FOR SALE
Should the premises or any part thereof be offered for sale, LESSOR agrees to
notify LESSEE prior to any other third party.
In the event that the LESSOR shall sell, convey or otherwise alienate the
property or premises herein leased during the effectivity of the contract or any
renewal thereof with all its terms and conditions, it is understood that the
LESSOR shall make it part of the sale terms and conditions that this lease
contract will be honored by the buyer or LESSOR's successor.
Section 20. RULES AND REGULATIONS
The LESSEE shall comply with all the laws, ordinances, regulations or orders of
the national or city government arising from or regarding the use, occupation
and sanitation of the leased premises other than those for which the LESSOR
should be responsible and/or pertaining to ownership. Failure to comply with the
said laws, ordinances, regulations or orders shall be at the exclusive risk and
responsibility of the said LESSEE,
The LESSEE further agrees to abide by all local and national ordinances, rules
and regulations with respect to the use of' the premises and shall hold the
LESSOR harmless against stoppage or interruption due to non-compliance with
existing or future rules, regulations and ordinances, with respect to the use of
the premises as intended by the LESSEE. The LESSEE warrants that LESSEE is aware
of all local and national restrictions regarding the use of the premises.
During the term of the Contract of Lease, the LESSEE shall allow agents or
representative of the LESSOR to inspect the leased premises during reasonable
business hours.
The LESSEE shall comply with any and all reasonable rules and safety
regulations, which may be promulgated from time to time by the LESSOR or the
administration of the building.
Failure of the LESSOR to insist on one or more instances in the strict
performance of any of the covenants of this lease or to exercise any option
herein contained, shall thereafter not to be construed as abandonment or
cancellation or waiver of such covenant or option. No waiver by the LESSOR shall
be deemed to have been made unless expressed in writing and signed by the
LESSOR.
The LESSEE shall comply with all government orders and requirements affecting
the said leased premises regarding any prohibited effects or articles or
contraband, which the LESSEE may have in its possession therein.
Insurance on the premises will be for the LESSOR's account.
LESSOR and LESSEE shall both insure their respective insurable interest. Both
parties agree that should harm come to the premises covered by this Contract,
the aggrieved party, it any, will seek compensation from its insurance
company/assurer and will not seek compensation from the other party, regardless
of fault.
Section 21. SUBLEASE
With prior written consent of. the LESSOR, which consent shall not be
unreasonably withheld, the LESSEE shall have the right to sublet a portion of
the leased premises to any party but the LESSEE shall not be relieved of the
obligation to the LESSOR under this contract. The LESSEE is prohibited from
assigning or mortgaging this lease contract without consent of. the LESSOR which
consent shall not be unreasonably withheld. Should the LESSEE lease to a
sublessee the subleased portion at a rental rate which shall exceed the rental
rate agreed between the LESSOR and the LESSEE for the subleased portion of the
premises, the LESSEE agrees to share the rental rate difference with the LESSOR
in a proportion which shall be mutually agreed upon. Sharing of the rental rate
differential by the LESSOR should not be construed as relieving the LESSEE of
its liability in so far as rental dues from the subleased area is concerned.
All interior partitioning that the sublessee shall put shall be approved by the
LESSOR and subject to the terms and conditions of the Article entitled
"Improvements and Signs" regarding submission of proposed partitioning,
electrical plans, etc., to the LESSOR for approval and verifications, etc.
Section 22. SURRENDER OF LEASED PREMISES
The LESSEE shall, at the end or cancellation of this Contract promptly surrender
the leased premises, with all keys to them, in the same good and tenantable
condition in which the LESSEE received them together with articles and effects
of any kind other than such alterations, additions, or improvements which the
LESSE can remove, in accordance with the provisions of Section entitled
Improvement and Signs.
Section 23. CANCELLATION OF PREVIOUS AGREEMENTS
This Contract of Lease supersedes and renders void any and all agreements and
understanding, oral or written, previously entered into between the parties
covering the property herein leased, the same having been considered merged
herein.
Section 24. DEFAULT
If the rentals stipulated be in arrears for thirty (30) days or if the LESSEE
should delay in the payment of rent for thirty (30) days, the LESSOR shall serve
LESSEE a written notice asking that such arrearage be settled within thirty (30)
days from written notice, if after the expiry of this thirty (30) days period
provided in said notice the LESSEE has not settled such arrearage, the LESSOR
will immediately be entitled to terminate this lease by giving the LESSEE
written notice thirty (30) days in advance of the intended date of termination.
Should the LESSEE fail or neglect to perform or observe any of the agreements,
covenants or conditions herein contained, or if the LESSEE shall cause
deliberate damage to the leased premises, the LESSOR shall serve the LESSEE a
written notice asking that remedial measures be undertaken within thirty (30)
day period provided in said notice, If the LESSEE has not commenced remedial
measures after the end of the above stated thirty (30) day period, the LESSOR
will immediately be entitled to terminate this lease by giving the LESSEE
written notice thirty (30) days in advance of the intended date of termination.
Upon such termination, the LESSOR or its duly authorized representative is
hereby authorized by the LESSEE to take legal and physical possession of the
leased premises including all its improvements and/or contents without
compensation to the LESSEE and without necessity of court action provided the
LESSEE is advised in writing either through private or public messenger or mail
service or telegram at least thirty (30) days before the take over date or from
date of written notice, whichever is earlier.
Section 25. BINDING EFFECT
This Contract of Lease shall be binding not only upon parties hereof, but also
upon their successors-in-interest and assigns.
IN WITNESS WHEREOF, the parties have hereunto set their hands on the date and
place first above written.
JM & COMPANY, INC. INNODATA PHILIPPINES, INC.
Lessor Lessee
By: ________________________ By: ______________________
VICENTE S. VARGAS JURGEN C. TANPHO
Executive Vice-President VP-Global Operations
SIGNED IN THE PRESENCE OF:
__________________________ _________________________
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF MAKATI, METRO MANILA) S.S.
BEFORE ME, a Notary Public for and in the above jurisdiction, this 9th day
of November 1998 personally appeared the following:
Comm. Tax
Name Cert. No. Issued on/at
JM & Company, Inc. 00011177 January 21, 1998/Makati City
represented by:
Vicente S. Vargas 01398740 January 20, 1998/Makati City
Innodata Philippines, Inc. 00011314 January 20, 1998/Makati City
represented by:
Jurgen C. Tanpho 7826066 April 02, 1998/Makati City
known to me and by me known to be the same persons who executed the foregoing
Contract of Lease and they acknowledged that the same is their free and
voluntary act and deed as well as that of the corporations herein represented.
WITNESS MY HAND AND SEAL on the date and at the place abovewritten.
ROSALIA S. BARTOLOME
Notary Public
Until December 31, 1999
IBP NoCity/1-07-98
PIN NoCity/1-16-98
Doc. No. 438
Page No. 88
Book No. 111,
Series of 1998