EXHIBIT 10.3
LICENCE AGREEMENT
Agreement Date: February 7, 2000
1a. Operator - Registered Address:
Regus (UK) LTD - Trafalgar Division
1 Northumberland Avenue
Trafalger Square
London WC2N 5BW
1b. Operator - Location
Regus Marble Arch Tower
55 Bryanston Street
Marble Arch
London W1H 8AA
Bank Details: National Westminister Bank
2a. User - Registered Address
Company Name: Bluestone Software Inc.
Contact/Title: Mr. Steven Bale
Address: 300 Stevens Drive
Philadelphia, PA
3. User's Suite Room No.(s): 509 & 603 or such other room within the
accommodation as allocated by the
Operator in substitution from time to time
Deposit Receipt L6113.00
In respect of the agreed accommodation on behalf of Regus UK Ltd.
Standard Facility Fee L1702.00 per calendar month
VAT L297.85
Term Commencement Date: February 28, 2000
Termination Date: August 8, 2000
Comments: contract to start February 28th and 8% discount
Office 509 List 1850 + vat per month - 8% = L1702.00 + vat per Month.
Client will move to office 603 on April 4, 2000 and the monthly rental will then
be List price L4795.00 - 8% + L4411.40 + vat per month for the next
5 months bringing total contract to six months. Should there be a break in the
contract or late start to occupying Office 603 then the discount will be reduced
to 5% per month. Regus terms normally 2 months deposit per office, will accept
One month rent fee for office 509 and one month rent fee for Office 603. Total
deposit due to secure both offices = L6113.00. Once occupying office 603
should facility bills match deposit held extra deposit will be required i.e.
L4411.40.
This License Agreement (hereafter LA) is made between the User whose name
appears in 2 above (hereafter "User") and the Operator whose registered name and
address appear in 1a (hereafter "Operator"). The Accommodation is the 2nd, 3rd,
4th, 5th, 6th and 7th floors of Marble Arch Tower, 55 Bryanston Street, Marble
Arch, London, W1H 8AA (hereafter "Accommodation").
The User hereby confirms that the User has read and understood the terms and
conditions overleaf and agrees to be bound thereby and The Operator agrees to
provide the services and facilities as mentioned overleaf.
For and on behalf of The Operator For and on behalf of The User
Name (printed): Kelly Dean Name (printed): S. Craig Huke
Title: Area Sales Manager Title: Senior Vice President and CFO
Signature: /s/ Kelly Dean Signature: /s/ S. Craig Huke
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TERMS & CONDITIONS
1. FACILITIES AND SERVICES PROVIDED UNDER THIS AGREEMENT
a) In consideration of the payment by the Client of the standard facility fee
specified in box 3 overleaf each month, the Operator provides the Client with
access to and use of fully furnished office accommodation ("the Accommodation")
as specified overleaf in box 3 and public areas such as reception, kitchen,
sanitary facilities and photocopying areas during the normal opening hours of
8.30 hrs and 18.00 hrs. from Mondays to Fridays and with express permission from
the Operator outside these hours.
The standard facility fee includes all rates (except where specifically agreed
between Client and Operator).
In addition, the standard facility fee includes:
- 4 hours free use of the conference room for every complete calendar
month of this Agreement, subject to availability
- three days office usage at any Regus center world-wide, subject to
availability, free of charge for every complete calendar month of this
Agreement.
- personalized telephone answering
- receptionist to greet visitors
b) The following service and facilities are made available, for an additional
service charge, either directly or through third parties:
- secretarial services
- photocopying
- messaging
- courier services
- facsimile
- travel arrangements
- office supplies
- translations
- meeting rooms
- food and beverage services
- mail handling
- voicemail*
- Videoconferencing*
- car parking*
(*subject to availability)
2. DURATION AND TERMINATION OF THE AGREEMENT
a) This Agreement is concluded for the duration specified in section 3 overleaf.
Unless terminated in writing by either party giving three months notice (two
months if the original duration is three months or less) it will be
automatically extended by further periods of three months until three months
notice of termination is received to the end of an extension period.
b) Extraordinary termination of the Agreement and of the right of access to the
business centre
i. The Operator may terminate the Agreement or refuse an extension of the
Agreement for just cause, including breach of any part of this Agreement.
Equally, if the Client, being a company, enters into liquidation whether
compulsory or voluntary (save for the purpose of reconstruction or
amalgamation) or, being an individual, has a receiving order made against
him or becomes bankrupt, the Operator will have the right to terminate all
of the Client's rights under the Agreement or such other rights as the
Operator will have the right to terminate all of the Client's rights under
the Agreement or such other rights as the Operator designates with or
without notice to the Client and in addition to and not in lieu of other
remedies available. Upon such action by the Operator, the Client will
remain liable for all obligations which have previously accrued and will to
pay an indemnity equal to 3 months standard facility fee or the total
facility fee of the unexpired term whichever is greater.
ii. In case of termination of the contract between the Operator and the
building owner, the Operator is entitled to terminate the Agreement with
the Client by giving the Client at east three months notice to the end of a
calendar month.
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c) Extension of stay beyond the normal period of the Agreement
Should the Client require the use of the Accommodation once his agreement his
agreement period has terminated and has not been renewed under the general
provisions of this Agreement, it is at the Operator's discretion to permit such
an extension and it is subject to a surcharge on the standard facility fee.
3. PAYMENT OF THE STANDARD FACILITY FEE AND SERVICES CHARGES
a) Standard facility fee
The standard facility fee plus applicable VAT as listed in section 3 overleaf is
payable in advance on the first working of each month.
b) Service charges
All service charges for additional services and facilities used plus applicable
VAT are invoiced in arrears and are payable within seven days of receipt of
invoice. The Operator reserves the right to change the cost of any or all of the
service charges at any time during the term of the Agreement by giving 30 days
notice to the Client.
c) Deposit
Prior to being given access to the Accommodation, the Client will pay a deposit
specified overleaf as security against all obligations entered into by the
Client in this Agreement, including any damage to the Client's Accommodation and
furnishings and fittings therein. This deposit will be returned to the Client
within 60 days of the Client vacating the premises, subject to the deduction of
any outstanding standard facility fee or service charges or other fees
outstanding and the cost of returning the Accommodation to the condition it was
found in at the commencement of the term, reasonable wear and tear expected. The
Operator reserves the right to increase the deposit should the Client's
outstanding facility fee and service charges exceed the deposit amount held or
if the Client is repeatedly in arrears with payment or invoices.
d) Penalties upon late payment
The Operator reserves the right to terminate the Agreement and ask the Client to
vacate the Accommodation immediately if the standard facility fee is not paid or
the service charges for the additional services are not paid by the end of the
day they are due. Any invoiced amounts left outstanding after their due date
will be subject to interest at the rate of 4% above the prevailing base rate.
e) Payment of disputed invoiced items
Should part of an invoice issued by the Operator be in dispute, the Client will
be obliged to pay by the deadlines mentioned above the part of the invoice which
is not in dispute while the disputed amount is being settled between the
Operator and the Client without prejudice to paragraph 3(d) above.
4. THE CLIENT'S RIGHTS AND RESPONSIBILITIES
a) The Client will be entitled to carry on his business in the Accommodation
specified in box 3 overleaf. The Operator reserves the right to request the
Client to move to another Accommodation of similar size and equipment within the
business centre should this become necessary for business reasons.
b) During the term of this Agreement and subject to timely payment of the
standard facility fee, the Client is entitled to use the address of the business
centre as his business address. Upon termination of the Agreement for whatever
reason, it is the Client's responsibly to notify all parties of the change of
address. Subsequent mail sent to the address will be returned to sender.
c) The Client may only conduct business from the Accommodation in the name of
the Client specified overleaf or such other business name as may be agreed in
writing with the Operator.
d) Upon being given access to the Accommodation, an inventory list will be drawn
up in which the Client confirms receipt of keys or entry cards, the condition of
the Accommodation and furniture and fittings at the start of the Agreement.
e) The keys and entry cards remain the property of the Operator and shall nor be
duplicated or transferred to third parties without the express written
permission of the Operator. The loss of keys must be reported to the Operator
immediately. The cost of lost keys or cards as well as the cost of changing
locks will be borne by the Client. Should the Client use the premises outside
normal working hours he is responsible for locking all doors used.
f) The Client may not alter the Accommodation allocated to him in any way or
install any furniture, equipment or telecommunication connections without the
prior written consent of the Operator. The granting of this consent is entirely
at the discretion of the Operator.
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g) The Client will conduct his business in a way which does not interfere with
the Operator or any other Client of the business centre and will comply with all
laws, permits, licensing laws, taxes and any other requirement regulating the
conduct of his business.
h) The Client may not bring animals into the centre or play loud music or use
amplification equipment.
i) The Client may not mount name signs or any type of advertising boards visible
from outside his immediate Accommodation. If a house directory is available in
the business centre, the Client will be included in this. Any costs incurred in
doing so will be paid for by the Client.
j) The Client may not use the Accommodation for any activities or actions which
could be damaging to the Operator or the building owner or which could lead to
an increase in the insurance premiums to be paid by the Operator.
k) The Client may not offer employment to or hire any of the employees of the
Operator. This applies to the entire duration of the Agreement and six months
following its termination. If the Client contravenes this provision, the
Operator will be entitled to compensation in the sum of the total annual
remuneration of the employee(s) in question.
l) The Client will remain solely responsible for the safety of its property and
personnel and is responsible for arranging contents and third party liability
insurance for his equipment and belongings and for his actions and actions of
his employees. The Client shall defend, indemnify and hold the Operator harmless
from any and all claims, liability or loss arising out of or incident to (i) any
injury to or death of persons occurring on or near the Accommodation, (ii) the
provision of, or use by the Client of any facilities (including occupancy of the
Accommodation) or services hereunder.
m) The Client shall take such steps as are necessary to comply with its health
and safety obligations and shall comply with such reasonable requirements of the
Operator in this regard or in the management of the business centre generally as
are necessary from time to time.
n) The Client will use the premises for general office purposes only and for no
other purposes (i.e. retail or a service open to the general public), and will
not use the premises to provide to others services provided by Regus to Regus
Clients and will not in any way whatsoever use or combine the Regus name, in
whole or in part, for the purpose of trading activities.
o) The Client shall vacate the Accommodation on the day of expiry of this
Agreement leaving the Accommodation in the same condition as it was found save
fair wear and tear. The Operator does not accept responsibility for any
belongings of the Client left in the Accommodation and has the right to dispose
of such property.
p) Joint and several liability Should the Client be more than one person, all
parties to the Agreement are liable jointly and severally for all obligations
arising from the Agreement.
5. THE OPERATOR'S RIGHTS AND RESPONSIBILITIES
a) The Operator is responsible for:
- general maintenance of the business centre and the Client's
Accommodation
- cleaning of the entire business centre
- adequate lighting during normal opening hours
- maintenance, checks and renewals of equipment in the business centre
b) The Operator has the right to enter the Client's Accommodation, upon giving
reasonable notice, to inspect them, undertake repairs and maintenance work and
to show the Accommodation to prospective Client.
c) The Operator will not be liable for any loss sustained as a result of the
Operator failing to provide any of the services as set in this Agreement as a
result of any mechanical breakdown, strike, delay or failure of any staff,
manager or caretaker to perform their duties unless acting with gross negligence
and intent.
d) If the Client cannot be given access to the Accommodation or services
temporarily the Operator's liability will be limited to forfeiting the standard
facility fee chargeable for that period.
e) If the Operator is unable to deliver permission of any part of the
Accommodation to be provided at the commencement of the term, the Operator will
not be liable for any resulting damage nor will he have any liability except
that the Client will not have to pay the standard facility fee for the period
concerned and may withdraw from the Agreement.
6. OTHER PROVISIONS
a) This Agreement represents a contractual agreement between the Client and the
Operator for the provisions of services by the Operator to the Client. The
Operator and the Client acknowledge by their execution hereof that no tenancy or
lease rights are created in favour of the Client.
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b) This Agreement is not assignable by the Client without the express written
permission of the Operator.
c) This agreement may be transferred to another Regus centre world-wide with 60
days notice.
d) All notices by the Client or the Operator to the other must be in writing and
delivered to an officer or authorized representative of the party concerned or
sent by registered mail to the respective address shown overleaf.
e) The invalidity or unenforceability of any provision herein will not affect or
impair the validity of any other provision. No waiver of any default of the
Client will be implied from any failure by the Operator to take action with
respect to such default.
f) This Agreement supersedes any prior agreement and embodies all the
contractual stipulations between the Client and the Operator relative to its
subject matter.
g) Venue and jurisdiction. This Agreement is interpreted and enforced in
accordance with the laws of the country in which the Regus centre in question is
registered, as specified in box 1, a overleaf.
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