EXHIBIT 10.8
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STANDARD FORM COMMERCIAL LEASE
Member Greater Boston Real Estate Board
1. PARTIES LESSOR, which expression shall include McFarland FLP heirs,
(fill in) successors, and assigns where the context so admits, does
hereby lease to
2. PREMISES LESSEE, which expression shall include Virtual Knowledge,
(fill in and Inc. successors, executors, administrators, and assigns
include, if where the context so admits, and the LESSEE hereby leases
applicable, the following described premises:
suite number,
floor number, 7,715 rentable square feet on the top floor of 200
and square feet) Highland Avenue, Needham, Massachusetts
together with the right to use in common, with others
entitled thereto, the hallways, stairways, and elevators,
necessary for access to said leased premises and lavatories
nearest thereto.
3. TERM The term of this lease shall be for see section 23 A
(fill in) commencing on and ending on
4. [deleted]
5. [deleted]
6. [deleted]
7. UTILITIES The Lessor shall pay, as they become due, all bills for
electricity and other utilities (whether they are used for
furnishing heat or other purposes) that are furnished to
the leased premises and presently separately metered, and
all bills for fuel furnished to a separate tank servicing
delete "air the leased promises exclusively. The LESSOR agrees to
conditioning" provide all other utility service and to furnish
if not reasonably hot and cold water and reasonable heat and
applicable air conditioning (except to the extent that the same are
furnished through separately metered utilities or separate
fuel tanks as set forth above) to the leased premises, the
hallways, stairways, elevators, and lavatories during
normal business hours on regular business days of the
heating and air conditioning seasons of each year, to
furnish elevator service and to light passageways and
stairways during business hours, and to furnish such
cleaning service as is customary in similar buildings in
said city or town, all subject to interruption due to any
accident, to the making of repairs, alterations, or
improvements, to labor difficulties, to trouble in
obtaining fuel, electricity, service, or supplies from the
sources from which they are usually obtained for said
building, or to any cause beyond the LESSOR'S control.
Lessee shall be separately metered and pay for lights and
plugs.
LESSOR shall have no obligation to provide utilities or
equipment other than the utilities and equipment within the
premises as of the commencement date of this
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lease. In the event LESSEE requires additional utilities
or equipment, the installation shall be subject to the
written consent of the LESSOR.
8. USE OF LEASED The LESSEE shall use the leased promises only for the
PREMISES purpose of General Office Use
(fill in)
9. COMPLIANCE WITH The LESSEE acknowledges that no trade or occupation shall
LAWS be conducted in the leased premises or use made thereof
which will be unlawful, improper, noisy or offensive, or
contrary to any law or any municipal by-law or ordinance
in force in the city or town in which the premises are
situated.
10. FIRE INSURANCE The LESSEE shall not permit any use of the leased premises
which will make voidable any insurance on the property of
which the leased premises are a part, or on the contents
of said property or which shall be contrary to any law or
regulation from time to time established by the New
England Fire Insurance Rating Association, or any similar
body succeeding to its powers. The LESSEE shall on demand
reimburse the LESSOR, and all other tenants, all extra
insurance premiums caused by the LESSEE'S use of the
premises.
11. MAINTENANCE The LESSEE agrees to maintain the leased premises in good
condition, damage by fire and other casualty only
excepted, and whenever necessary, to replace plate glass
A. LESSEE'S and other glass therein, acknowledging that the leased
OBLIGATIONS premises are now in good order and the glass whole. The
LESSEE shall not permit the leased premises to be
overloaded, damaged, stripped, or defaced, nor suffer any
waste. LESSEE shall obtain written consent of LESSOR
before erecting any sign on the premises.
B. LESSOR'S The LESSOR agrees to maintain the structure of the
OBLIGATIONS building of which the leased premises are a part in the
same condition as it is at the commencement of the term or
as it may be put in during the term of this lease,
reasonable wear and tear, damage by fire and other
casualty only excepted, unless such maintenance is
required because of the LESSEE or those for whose conduct
the LESSEE is legally responsible.
12. ALTERATIONS- The LESSEE shall not make structural alterations or
ADDITIONS additions to the leased premises, but may make non-
structural alterations provided the LESSOR consents
thereto in writing, which consent shall not be
unreasonably withheld or delayed. All such allowed
alterations shall be at LESSEE'S expense and shall be in
quality at least equal to the payment compensation. LESSEE
shall not permit any mechanics' liens, or similar liens,
to remain upon the leased premises for labor and material
furnished to LESSEE or claimed to have been furnished by
the LESSEE in connection with work of any character
performed or claimed to have been performed at the
direction of LESSEE and shall cause any such lien to be
released of record forthwith without cost to LESSOR. Any
alterations or improvements made by the LESSEE shall
become the property of the LESSOR at the termination of
occupancy as provided herein.
13. ASSIGNMENT- The LESSEE shall not assign or sublet the whole or any
part of the leased premises
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SUBLEASING without LESSOR'S prior written consent which consent
shall be unreasonably withheld or delayed.
Notwithstanding such consent, LESSEE shall remain liable
to LESSOR for the payment of all ______ and for the full
performance of the covenants and conditions of this lease.
14. SUBORDINA- This lease shall be subject and subordinate to any and all
TION mortgages, now or at any time hereafter, a lien or liens
on the property of which the leased premises are a part
and the LESSEE shall, when requested, promptly execute and
deliver such written instruments as shall be necessary to
show the subordination of this lease to said mortgages,
deeds of trust or other such instruments in the nature of
a mortgage.
15. LESSOR'S ACCESS The LESSOR or agents of the LESSOR may, at reasonable
times, enter to view the leased premises and may remove
placards and signs not approved and affixed as herein
provided, and make repairs and alterations as LESSOR
should elect to do and may show the leased premises to
others, and at any time within three (3) months before the
expiration of the term, may affix to any suitable part of
the leased premises a notice for letting or selling the
leased premises or property of which the leased premises
are a part and keep the same as affixed without hindrance
or molestation.
16. INDEMNIFICA- The LESSEE shall save the LESSOR harmless from all loss
TION AND and damage occasioned by the use or escape of water or by
LIABILITY the bursting of pipes, as well as from any claim or damage
(fill in) resulting from neglect in not removing snow and ice from
the roof of the building or from the sidewalks bordering
upon the premises so leased, or by any nuisance made or
suffered on the leased premises, unless such loss is
caused by the neglect of the LESSOR. The removal of snow
and ice from the sidewalks bordering upon the leased
premises shall be Lessor's responsibility.
17. LESSEE'S The LESSEE shall maintain with respect by the leased
LIABILITY premises and the property of which the leased premises are
INSURANCE a part comprehensive public liability insurance in the
(fill in) amount of $1,000,000 with property damage insurance in
limits of $50,000 - $100,000 in responsible companies
qualified to do business in Massachusetts and in good
standing therein insuring the LESSOR as well as LESSEE
against injury to persons or damage to property as
provided. The LESSEE shall deposit with the LESSOR
certificates for such insurance at or prior to the
commencement of the term, and thereafter within thirty
(30) days prior to the expiration of any such policies.
All such insurance certificates shall provide that such
policies shall not be cancelled without at least ten (10)
days prior written notice to each assured named therein.
18. FIRE, Should a substantial portion of the leased premises, or of
CASUALTY - the property of which they are a part, be substantially
EMINENT damaged by the fire or other casualty, or be taken by
DOMAIN eminent domain, the LESSOR may elect to terminate this
lease. When such fire, casualty, or taking renders the
leased premises unsuitable for their intended use, a just
and proportionate abatement of rent shall be made, and the
LESSEE may elect to terminate this lease if:
(a) The LESSOR fails to give written notice within
thirty (30) days of
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intention to restore leased premises, or
(b) The LESSOR fails to restore the leased premises to
a condition substantially suitable for their
intended use within ninety (90) days of said fire,
casualty or taking.
The LESSOR reserves, and the LESSEE imparts to the Lessor,
all rights which the LESSEE may have for damages or injury
to the leased premises for any taking by eminent domain,
except for damage to the LESSEE'S fixtures, property, or
equipment.
19. DEFAULT AND In the event that:
BANKRUPTCY
(fill in) (a) The LESSEE shall default in the payment of any
installment of rent or other sum herein specified
and such default shall continue for ten (10) days
after written notice thereof; or
(b) The LESSEE shall default in the observance or
performance of any other of the LESSEE'S
covenants, agreements, or obligations hereunder
and such default shall not be corrected within
thirty (30) days after written notice thereof; or
(c) The LESSEE shall be declared bankrupt or insolvent
according to law, or, if any assignment shall be
made of LESSEE'S property for the benefit of
creditors,
then the LESSOR shall have the right thereafter, while
such default continues, to re-enter and take complete
possession of the leased premises, to declare the term of
this lease ended, and remove the LESSEE'S effects, without
prejudice to any remedies which might be otherwise used
for arrears of rent or other default. The LESSEE shall
indemnify the LESSOR against all loss of rent and other
payments which the LESSOR may incur by reason of such
termination during the residue of the term. If the LESSEE
shall default, after reasonable notice thereof, in the
observance or performance of any conditions or covenants
on LESSEE'S part to be observed or performed under or by
virtue of any of the provisions in any article of this
lease, the LESSOR, without being under any obligation to
do so and without thereby waiving such default, may remedy
such default for the account and at the expense of the
LESSEE. If the LESSOR makes any expenditures or incurs any
obligations for the payment of money in connection
therewith, including but not limited to, reasonable
attorney's fees in instituting, prosecuting or defending
any action or proceeding, such sums paid or obligations
insured, with interest at the rate of six (6) percent per
annum and costs, shall be paid to the LESSOR by the LESSEE
as additional rent.
20. NOTICE Any notice from the LESSOR to the LESSEE relating to the
(fill in) leased premises or to the occupancy thereof, shall be
deemed duly served, if left at the leased premises
addressed to the LESSEE, or if mailed to the leased
premises, registered or certified mail, return receipt
requested, postage prepaid, addressed to the LESSEE. Any
notice from the LESSEE to the LESSOR relating to the
leased premises or to the occupancy thereof, shall be
deemed duly served, if mailed to the LESSOR by
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IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this
________________ day of ______________ 19___
/s/ Illegible /s/ Illegible
_________________________ __________________________
LESSEE LESSOR
_________________________ __________________________
LESSEE LESSOR
________________________
BROKER(S)
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STANDARD FORM COMMERCIAL LEASE
1. PARTIES LESSOR, which expression shall include McFarland
(fill in) FLP heirs, successors, and assigns where the
context so admits, does hereby lease to
SmarterKids.com
LESSEE, which expression shall include their
successors, executors, administrators, and assigns
where the context so admits and the LESSEE hereby
leases the following described premises:
2. PREMISES 5,000 rentable square feet on the third floor 200
(fill in and include, if Highland Avenue, Needham, MA
applicable, suite
number, floor
number and square together with the right to use in common, with
feet) others entitled thereto, the hallways, stairways,
and elevators, necessary for access to said leaded
premises, and lavatories nearest thereto.
3. TERM The term of this lease shall be for SEE SECTION
(fill in) 27A commencing on __________________ and ending on
_________________________________.
4. RENT The LESSEE shall pay to the LESSOR fixed rent at
(fill in) the rate of SEE SECTION 27B dollars per year,
payable in advance in monthly installments of
______, subject to proration in the case of any
partial calendar month. All rent shall be payable
without offset or deduction.
5. SECURITY DEPOSIT [Intentionally Omitted]
(fill in)
6. RENT ADJUSTMENT [Intentionally Omitted]
A. TAX [Intentionally Omitted]
ESCALATION
(fill in or delete)
B. OPERATING [Intentionally Omitted]
COST
ESCALATION
(fill in or delete)
C. CONSUMER [Intentionally Omitted]
PRICE
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13. ASSIGNMENT - The LESSEE shall not assign or sublet the whole or any
SUBLEASING part of the leased premises without LESSOR's prior
written consent which consent shall not be unreasonably
withheld or delayed. Lessor has first refusal rights.
Notwithstanding such consent, LESSEE shall remain liable
to LESSOR for the payment of all rent and for the full
performance of the covenants and conditions of this
lease.
14. This lease shall be subject and subordinate to any and
SUBORDINATION all mortgages, deeds of trust and other instruments in
the nature of a mortgage, now or at any time hereafter,
a lien or liens on the property of which the leased
premises are a part and the LESSEE shall, when
requested, promptly execute and deliver such written
instruments as shall be necessary to show the
subordination of this lease to said mortgages, deeds of
trust or other such instrument sin the nature of a
mortgage.
15. LESSOR'S The LESSOR or agents of the LESSOR may, at reasonable
ACCESS times, enter to view the leased premises and may remove
placards and signs not approved and affixed as herein
provided, and make repairs and alterations as LESSOR
should elect to do and may show the leased premises to
others, and at any time within three (3) months before
the expiration of the term, may affix to any suitable
part of the leased premises a notice for letting or
selling the leased premises or property of which the
leased premises are a part and keep the same so affixed
without hindrance or molestation.
16. The LESSEE shall save the LESSOR harmless from all loss
INDEMNIFICATION and damage occasioned by anything occurring on the
AND LIABILITY leased premises unless caused by the negligence or
(fill in) misconduct of the LESSOR, and from all loss and damage
wherever occurring occasioned by any omission, fault,
neglect or other misconduct of the LESSEE. The removal
of snow and ice from the sidewalks bordering upon the
leased premises shall be LESSOR's responsibility.
17. LESSEE'S LIABILITY The LESSEE shall maintain with respect to the leased
INSURANCE premises and the property of which the leased premises
(fill in) are a part comprehensive public liability insurance in
the amount of $1,000,000 with property damage insurance
in limits of $50,000 -$100,000 in responsible companies
qualified to do business in Massachusetts and in good
standing therein insuring the LESSOR as well as LESSEE
against injury to persons or damage to property as
provided. The LESSEE shall deposit with the LESSOR
certificates for such insurance at or prior to the
commencement of the term, and thereafter within thirty
(30) days prior to the expiration of any such policies.
All such insurance certificates shall provide that such
policies shall not be cancelled
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without at least ten (10) days prior written notice to
each assured named therein.
18. FIRE, CASUALTY - Should a substantial portion of the leased premises, or
EMINENT DOMAIN of the property of which they are a part, be
substantially damaged by fire or other casualty, or be
taken by eminent domain, the LESSOR may elect to
terminate this lease. When such fire, casualty, or
taking renders the leased premises substantially
unsuitable for their intended use, a just and
proportionate abatement of rent shall be made, and the
LESSEE may elect to terminate this lease if:
(a) The LESSOR fails to give written notice
within thirty (30) days of intention to
restore leased premises; or
(b) The LESSOR fails to restore the leased
premises to a condition substantially
suitable for their intended use within ninety
(90) days of said fire, casualty or taking.
The LESSOR reserves, and the LESSEE grants to the
LESSOR, all rights which the LESSEE may have for damages
or injury to the leased premises for any taking by
eminent domain, except for damage to the LESSEE's
fixtures, property, or equipment.
19. DEFAULT AND In the event that:
BANKRUPTCY
(fill in) (a) The LESSEE shall default in the payment of
any installment of rent or other sum herein
specified and such default shall continue for
ten (10) days after written notice thereof;
or
(b) The LESSEE shall default in the observance or
performance of any other of the LESSEE's
covenants, agreements, or obligations
hereunder and such default shall not be
corrected within thirty (30) days after
written notice thereof; or
(c) The LESSEE shall be declared bankrupt or
insolvent according to law, or, if any
assignment shall be made of LESSEE's property
for the benefit of creditors,
then the LESSOR shall have the right thereafter, while
such default continues, to re-enter and take complete
possession of the leased premises, to declare the term
of this lease ended, and remove the LESSEE's effects,
without prejudice to any remedies which might be
otherwise used for arrears of rent or other default. The
LESSEE shall indemnify the LESSOR against all loss of
rent and other payments which the LESSOR may incur by
reason of such termination during the residue of the
term. If the LESSEE shall default, after reasonable
notice thereof, in the observance or performance of any
conditions or covenants on LESSEE's part to
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be observed or performed under or by virtue of any of
the provisions in any article of this lease, the LESSOR,
without being under any obligation to do so and without
thereby waiving such default, may remedy such default
for the account and at the expense of the LESSEE. If the
LESSOR makes any expenditures or incurs any obligations
for the payment of money in connection therewith,
including but not limited to, reasonable attorney's fees
in instituting, prosecuting or defending any action or
proceeding, such sums paid or obligations insured, with
interest at the rate of six (6) per cent per annum and
costs, shall be paid to the LESSOR by the LESSEE as
additional rent.
20. NOTICE Any notice from the LESSOR to the LESSEE relating to the
(fill in) leased premises or to the occupancy thereof, shall be
deemed duly served, if left at the leased premises
addressed to the LESSEE, or if mailed to the leased
premises, registered or certified mail, return receipt
requested, postage prepaid, addressed to the LESSEE. Any
notice from the LESSEE to the LESSOR relating to the
leased premises or to the occupancy thereof, shall be
deemed duly served, if mailed to the LESSOR by
registered or certified mail, return receipt requested,
postage prepaid, addressed to the LESSOR at such address
as the LESSOR may from time to time advise in writing.
All rent notices shall be paid and sent to the LESSOR at
15 Cefalo Road, Boston, MA 02132.
21. SURRENDER The LESSEE shall at the expiration or other termination
of this lease remove all LESSEE's goods and effects from
the leased premises (including, without hereby limiting
the generality of the foregoing, all signs and lettering
affixed or painted by the LESSEE, either inside or
outside the leased premises). LESSEE shall deliver to
the LESSOR the leased premises and all keys, locks
thereto, and other fixtures connected therewith and all
alterations and additions made to or upon the leased
premises, in good condition, damage by fire or other
casualty only excepted. In the event of the LESSEE's
failure to remove any of LESSEE's property from the
premises, LESSOR is hereby authorized, without liability
to LESSEE for loss or damage thereto, and at the sole
risk of LESSEE, to remove and store any of the property
at LESSEE's expense, or to retain same under LESSOR's
control or to sell at public or private sale, without
notice any or all of the property not so removed and to
apply the net proceeds of such sale to the payment of
any sum due hereunder, or to destroy such property.
22. BROKERAGE [Intentionally Omitted]
(fill in or delete)