Exhibit 10.12
LICENSE AGREEMENT
Between
INTERNATIONAL OFFICE CENTERS CORP.
and
IT STAFFING LTD,
License Agreement
This License (the 'License') is made on the Ist day of August, 1998
between International Office Centers Corp. ('IOC'), a Delaware Corporation
having offices at One World Trade Center, Suite 7967, New York, New York 10048
and I.T. Staffing, Ltd. C'Clientw) of 55 University Ave. Suite 505, Toronto,
Ontario M5J 2H7 (address other than One World Trade Center). The parties hereto
agree as follows:
1. License of Premises. IOC hereby grants Client the revocable
privilege to use Office number 35 (the 'Office') in IOC's premises at One
World Trade Center, Suite 7967, New York, New York (the 'Building'), together
with the revocable privilege to use certain other portions of IOC's premises
along with others that IOC may designate, all in accordance with the terms
and conditions of this License. Client shall have no right to the Office and
shall have no right to receive services pursuant to this License until (a)
IOC has received the first Monthly License Fee payment (as defmed in
Paragraph 3 hereoo and (b) the Security Deposit (as defined in Paragraph 7
hercoo and (c) IOC has accepted this License at its New York office by
executing it and has returned a executed License to Client and (d) IOC has
received all forms required by it including, but not limited to, the Credit
Application Form. Note that this is not a lease, only a revocable License to
use certain space in IOC's pren-tises. Client has no real property right or
interest in the Office or the building. In the event that Client has not paid
the first Monthly License Fee Payment to IOC on, or prior to the Commencement
Date (as defined in Paragraph 2 hereoo, IOC may, at its sole option, cancel
this License and, upon such cancellation, Client shall forfeit any sum
previously paid IOC, including any Security Deposit.
2. Term of License.
(a) Generally: This License shall be for a period of three (3) months
commencing on the Ist day of August, 1998 (the 'Commencement Date') and ending
on the 31 st day of October, 1998 (the 'Expiration Date') unless extended as
provided herein.
(b) Holdover formonthly Clients: In the event that a monthly Client
fails to vacate the Office on the Expiration Date, and IOC agrees to allow
continued occupancy in lieu of any mcrease in payment for being a holdover, IOC
and the Client agree that the term of this License will automatically be
extended on a month-to-month basis at the same Basic Monthly License Fee, until
the Client notifies ICC, in writing, on or before the tenth (10th) day of any
month, that Client will vacate the Office at the end of that month. The
automatic extensions on a month-to-month basis shall continue until the first
anniversary of this License, at which time the provisions of paragraph 4(B)
shall come into effect.
For explanatory purpose only, if a monthly Client's expiration date is
July 3 lat and the Office is not vacated by such date, the Client nuy give
notice by August 10th that August will be the last month of utilization. If the
written notice is not given by August
10th the Client will be liable for August and September. If notice of vacating
is not recieved by September lOth the Client will be liable for September and
October and so forth, this automatic renewal is in lieu of IOC claiming
customary holdover License Fees.
3. License Fee.
(a) Basic License Fee: Without the need for ICC to send any notice or
invoice, during the term of this License, Client shall pay Seven Thousand Eight
Hundred Dollars and 00/00 Cents U.S. ($7,800.00) (the 'Basic Annual License
Fee") for the right to use the 01Tice. The Basic License Fee shall be payable in
equal monthly instalments of Two Thousand Six Hundred Dollars and 00/00 Cents
U.S. ($2,600.00) (the 'Monthly License Fee Payment") in advance, on the first
day of each calendar month after the Commencement Date. Time is of the essence
with respect to the payment of all Monthly License Payment Fees, Additional
License Fees, (as that term is used in this Agreement), and any other sums
Client is supposed to pay pursuant to this License. Checks must be drawn and
collectable on Domestic Banks unless prior written permission is given by IOC.
If IOC agrees to any alternative method of payment, Client shall be responsible
for any and all bank processing charges, wire transfer charges etc. Client may
be required to increase security deposit or prepay amounts affected by such
arrangement. In the event the check for the first Monthly License Fee payment is
not honored by the bank the first time it is presented for payment IOC may
declare this License to be void ab initio (from its inception) and IOC may
remorse anything Client has moved into the Ofrice and store them at the Clicnt's
risk and expense and the Client agrees to be responsible for any and all damages
incurred by IOC. If IOC does send any invoices for Monthly License Fee Payments
as a courtesy or reminder, this shall not create any obligation on IOC to send
any subsequent invoices, it being agreed that the Monthly License Fee Payment
will be due without the need for IOC to send any invoices or notices. All
charges for Monthly License Fee Payments, Additional License Fees, (as that term
is used in this License), and any other sums Client is expected to pay pursuant
to this License, shall be considered correct and completely collectable unless
disputed in WRITING within thirty (30) days of the due date. No ORAL NOTICE
SHALL BE RECOGNIZED OR EFFECTIVE. Payment for the Basic Monthly License Fees &
Additional License Fees may not be withheld due to variable charge questions
that await resolution.
4. Client's Right to Renew.
(a) Extension of Term: Subject to the provisions of Section 4(b)
hereof, at the Termination Date, the Term and the License shall be automatically
extended for the same period of time as the Term defmed in 2(a), subject to the
same terms and conditions as contained in this License, unless either party
gives notice to the other in writing of its intention to temiinate at the lesser
of (i) at least sixty (60) days prior to the Termination Date, (ninety (90) days
if the Client occupies three or more offices), or (ii) at least half the nwnber
of days in the Term.
(b) Escalation: One year after the Conunencement Date and thereafter
on each and every anniversary of the Commencement Date, the Basic Monthly
License Fee will automatically increase by seven percent (70/o) of the Basic
Monthly License Fee in effect for the month or other applicable period
inunediately prior to such date; provided, however, that IOC may specify a
different adjustment
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to the Basic Monthly License Fee based on any desired factors including market
conditions by providing notice thereof at least seventy five (75) days prior to
the Termination Date.
(c) Automatic Renewal: In the event the Client tenders to IOC a check
for the montldy License Fee pursuant to the New License but fails to return a
signed License for any reason whatsoever, such payment shall be considered to be
acceptance in full of all the temis and conditions of the new License and both
IOC and Client shall be bound by such provisions as though the new License had
been fully executed.
5. Use.
(a) General Office Use: The Licensed Premises in general and the
specific Office(s) contracted for shall be used for the purpose of Staffing
Agency and such other use as is normally incident thereto and for no other
purpose, in accordance with the rules and regulations attached hereto and for no
other purpose, and in accordance with the provisions of this License and the
Licensee's right to use Licenso?s Premises or any part thereof. Any change in
the " of. or scope of the business being performed in said Office(s) other than
that specifically described above must be approved in writing by an ofricer of
IOC before the inception of such change. Any use of the Office must be in
accordance with the rules and regulations attached hereto and such other rules
which may be promulgated from time to time by IOC for all of IOC's Clients.
Client shall not pem-dt or suffer the OiTice to be used by anyone other than the
employees of Client, and shall not permit or suffer more than 2 such persons to
the Office. It shall be the Client's responsibility to advise IOC of any change
in personnel if Client desires IOC to restrict access to any prior employee.
(b) No Competitive Services: As a material inducement for IOC to grant
this revocable License, Client agrees not to offer or provide to anyone any of
the services which IOC offers to its Clients, including but not limited to,
those s@ces described in Schedules 'A' and 'B' attached hereto.
(c) No Sublet: Client acknowledges that a major inducement for IOC to
enter into this License is Client's express agreement not to assi@ sublet or
sublicense the Office, or any part thereof. Neither all, nor any part, of
Client's interest in this Ofrice granted hereunder may be encumbered, assigned,
or transferred in whole or in part, either by an act of Client or by operation
of law.
(d) No Violations: Client will not make, pemiit or suffer any use to be
made of the Office, the Building or any part thereof (i) which would violate any
of the covenants, agreements, terms, provision and conditions of this License,
(ii) which is directly or indirectly forbidden by public law, ordinance or
gover=ent regulation, (iii) which may be dangerous to life, limb, or property,
(iv) which may invalidate or increase the premium of any policy of insurance
carried on IOC's Premises, the Building or covering its operations, (v) @hich in
ICC's sole judgment, shall in any way impair or tend to impair the character,
reputation or appearance of the Building as a premier office building, or (vi)
which would impair or interfere with, or tend to impair or interfere with, any
of the services performed by ICC for the OtTice or for any IOC Client. Failure
to cure any violation of d(i) through (vi) within four (4) working days shall be
considered a material breach of this License and IOC shall be entitled to
temiinate Client's License to use the Office and retain the security deposit as
liquidated damages.
(c) Request for Explanation: At any time during this License IOC may
demand a- written explanation from Client regarding Client's use of the Office
or any other part of IOC's premises. Failure to timely respond with a
satisfactory reply within four (4) working days shall be considered a material
breach of this Agreement and IOC shall be entitled to tenninate Client's License
to use the Office and retain the security deposit as liquidated damages.
(0 Liquidated Damages: In the event Client breaches subparagraphs (a)
through (e) herein, both parties agree the actual damages incurred by IOC will
be difficult to ascertain. Accordingly, both parties agree that as liquidated
damages and not as a penalty, Client shall pay IOC the sum of $500.00 per
week for each such breach, beginning at the first time such breach occurs,
without regard to the date that such breach is first discovered by IOC, and
payable until such breach is cured. It being agreed between the parties that
the aforementioned liquidated damages constitute a fair and reasonable
estimate of damages under the circumstances. The weekly liquidated damage
amount will be due for any breach whether such breach continues for an entire
week or not. This provision shall not be IOC's exclusive remedy and
notwithstanding any payment of liquidated damages, if such breach is not
corrected within two weeks, IOC shall be entitled to temlinate Client's
License to use the office without prejudice to retaining such amounts of the
security deposit as is required to cover the liquidated damages and other
provisions of this Agreement.
(g) Relocation: IOC will have the right to relocate Client to another
space in the Premises, and to substitute such other space for the Ofrice,
provided such other space is substantially similar in area and configuration to
the OtTice and provided Client shall incur no increase in the Basic License Fee
hereto or any relocation cost or expense.
6. Delivery of Possession and Services.
(a) Possession: If IOC cannot deliver possession of the Office to
Client on the Commencement Date for any reason, this License shall not be void
or voidable nor shall IOC be liable to Client for any damage or loss resulting
therefro@ but there shall be abatement of the Basic Monthly License Fee for the
period between the Commencement Date and the date when IOC delivers possession.
NOTWITHSTANDING THE FOREGOING, if IOC fails to deliver possession of the Office
to Client within three (3) months of the- Commencement Date, either party may,
upon written notice to the other, cancel this License.
(b) Services: If, after Client receives possession of the OtTice, IOC
cannot' rovide any of the services'which IOC a@eed p@ to make available or to
provide pursuant to the terms of Paragraph 8 hereof due to any causebeyond IOC's
reasonable control, IOC's@ll not be liable f6r any damage or loss resulting
therefrom, nor shall Client be entitled to any credit for, or abatement of, the
Basic Monthly License Fee or Additional License Fees Client is obligated to pay
pursuant to the tenns of this Agreement.
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7. Receipt of Security Deposit.
(a) Amount: Client has deposited with IOC of Two Thousand Six Hundred
Dollars and 00100 Cents (U.S.) ($2,600.00) (the 'Security Deposit'), receipt of
which IOC hereby aclmowledges, as security for (i) the Client's full performance
of the terms, conditions and covenants of this License and; (ii) for the cost of
repair or replacement in excess of nomial wear and tear; and (iii) for the
payment of telephone or other service ordered by IOC at Client's request or
instructions even if this License is terminated ab initio due to Client's check
being dishonored; and (iv) as payment for any liquidated damages pursuant to any
provision herein. 7he Security Deposit, or any balance thereof, shall be
returned to Client in full or in part within forty (40) days of the termination
date only after Client has vacated the Licensed Premises in accordance with
paragraph 9 (following a personal inspection by IOC) and has surrendered all
keys, identification cards, and other means of identification. Parking access
devices and all other means of access and identification are to be surrendered
on or before the date of termination. No credit will be issued or adjustments
made to billing for items returned after the fifth calendar day following the
date of t tion. If IOC determines that any loss, damage, or injury chargeable to
Client hereunder exceeds the Security Deposit, ICC will apply the entire
Security Deposit against the loss, damage or injury and the balance thereof will
be the responsibility of Client, who shall pay the same to IOC on demand. Client
may not apply the Security Deposit to any Monthly License Fee Payment(s) or
Additional License Fees due pursuant to this License. There shall be no interest
paid or payable on the Security Deposit and IOC may use the Security Deposit as
part of its working capital for the provision of services to all Clients. Client
agrees to increase this security deposit upon request in the event it is not
equal to one (1) month current License Fee.
(b) Dishonored Check: In the event the Security Deposit is paid by
check and such cheek is not honored by the bank the first time it is presented
for payment, IOC may, at its sole discretion, declare this License to be void ab
initio and the Client agrees to be responsible l.Por any and all damages
incurred by IOC.
(c) Replenishment of securities: If IOC uses, applies or retains any
part or all, of the Security Deposit, which Client agrees to allow IOC to do,
Client shall, upon demand, pay IOC the amount used, applied or retained in order
to replenish the Security Deposit to its former amount. Failure to replenish the
Security Deposit with good funds shall be cause for termination of this License.
(d) Increase of Security : Security Deposit will be increased in
increments equivalent to one half (1/2) months current License Fee to reinstate
service for each occurrence that Client defaults in making payment as required
by Paragraph 3 (a) hereof
8. Services.
(a) Listing of Services: IOC shall make available to Client, without
charge, the services described in Schedule 'A' annexed hereto. IOC shall also
make available certain other services at ICC's then current rates as described
in Schedule "B' annexed hereto. The prices on Schedule 'B" are in effect on the
Conunencement Date and Client will be advised of any change at least seven (7)
days prior to the due date for a Monthly License Fee Payment and such new prices
will take effect during that month. Client shall pay for the services indicated
on Schedule B' on receipt of a bill, which shall constitute Additional License
Fees. If Client fails to pay such bill, then IOC may, at
its option, temlinate all services provided in both Schedule 'A' and 'B" upon
twenty-four (24) hours prior written notice to Client and/or make such payment
on behalf of Client by withdrawing funds from the Security Deposit. Client's
obligation to make payments under this paragraph shall survive the Expiration
Date, or sooner termination of this License, or the date of expiration of any
extended term hereof
(b) Limitation of Services: IOC only agrees to make available, or to
provide, those services specifically enumerated on Schedule 'A' and 'B' annexed
hereto. Any other services which are now available, or which may in the future
become available at IOC's Premises, may be canceled or otherwise discontinued at
any time whatsoever. IOC shall have the option, in its sole and absolute
discretion, to tenninate the provision of any and all services being provided to
Client hereunder including, without limitation, telephone service and
electricity service, to hold Client's work including original papers and to
refuse Client access to the Premises or to eject Client from the Premises, all
without being deemed to have committed any manner of trespass.
9. Surrender. Without the need for a demand, Client agrees to, and
shall, promptly surrender and deliver the Office to ICC, broom clean and in
good condition, ordinary wear and tear excepted, on the Expiration Date or on
the date of sooner termination of this License. A fee will be assessed to
cover the repair of furniture or equipment, removal of carpet stains and
repainting of walls, and Client will pay IOC all of said cost and expenses
thereof upon demand. IOC may, but is not required to, make repairs or
replacements at Client's expense.
10. Right to Show The Office. IOC shall have the right to show the
Office to any prospective Client at any time ninety (90) days prior to the
Expiration Date and at any time after the delivery of a notice from IOC
terminating this License pursuant to the relevant provisions herein. IOC will
use reasonable efforts not to disrupt Client's Business.
11. Subordination. This License is subject and subordinate to the
Main Lease for ICC's premises and to all the tenns, provisions, covenants and
conditions thereof. Nothing herein, or in the Main Lease, shall be construed
to require ICC to cure any default of the Overlandlord (the 'Landlord') under
the Main Lease or to bring any action or proceeding or to take any steps to
enforce ICC's rights against the Landlord. Without limiting the generality of
the foregoing provisions of this paragraph, IOC shall not be responsible for
furnishing any service, maintenance or repairs to the Office, and Client
shall in no event whatsoever be entitled to any allowance, reduction or
adjustment of the License fee payable under this License by reason of the
failure of Landlord to comply with its obligations to supply or render the
same. A copy of the Main Lease, with certain fmancial information redacted,
is available on request at the Manager's Office.
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12. Defaults and Remedies.
(a) Default in Payment: Client shall not allow the Basic Monthly
License Fee, payment for services which are Additional License Fees, or any
other amounts payable under this License to be in arrears more than three (3)
calendar days nor shall Client remain in default tmder any other condition of
this License for more than five (5) calendar days @ written notice is left in
Clienfs Office. Client shall not fail to pay any new Monthly License Fee Payment
when due. On the fourth (4th) calendar day following the.date upon which any
payment became due or the sixth (6th) calendar day following the date after a
default notice for any other condition is given, IOC may at its option, without
formal demand or notice of any kind re-enter, lock-out Client and/or take
possession of the Office and remove all persons by an unlawful detainer action
or by any other means, including force, and remove property therefrorr4 as well
as disconnect any telephone,lines installed for the benefit of Client, and
discontinue mail service and afi other services provided for in this License,
without being deemed to have committed any manner of trespass. IOC will may
remove anything Client has moved into the Office and store said items at the
Client9s risk and expense and the Client agrees to be responsible for any and
all damages and expenses incurred by IOC. In the event of such termination IOC
may, but shall not be obligated to relicense the Office or any part thereof for
all or any part of the remainder of the term hereof, at such License fee, and on
such other terms and conditions as IOC, in its sole discretion, sees fit. Should
IOC relicense the Office, ClienCs obligations heretmder shall in no way be
diminished or reduced and Client shall remain obligated hereunder until all
obligations are satisfied.
(b) Returned Checks: If two (2) checks are returned unpaid by a
Client's Bank within 35 day period or if more d= 3 checks are returned unpaid by
a Client's bank within a twelve (12) month period, IOC may, in its sole
discretion, re-enter, take possession of the office as set forth in paragraph
12(a) above. Replacement of any returned check shall only be made by Bank cheek,
money order or cash in addition to a $35 handling charge and any bank charges.
If IOC agrees to accept payment in any other manner, Client shall not be
entitled to occupancy of the Office until such check clears.
(c) Lien: In the event of a default by Client hereunder, Client grants
IOC an express security interest, under the terms of the Uniform Conunercial
Code (UCC) upon all goods, chattels or personal prop" of any description
belonging to Client, Clienfs employees, or anyone else which are placed in, or
become a part of the Office, as security for the Monthly License Fee Payment or
Additional License Fees then due and/or to become due for the remainder of the
License term. This lien shall not be in lieu of, or in any way affect, any
statutory lien given by law, and shall be cwnulative to any statutory lien. By
signing this License Client grants IOC this express security interest in all
such personal property placed in the Office and agrees that IOC may file a copy
of this License in order to constitute a fmancing statement. ICC shall be
entitled to all rights and remedies of a secured party under the UCC in addition
to any statutory liens and rights. No property removal passes will be issued
while any breach condition exists.
(d) Properte DeemedAbandoned: In the event IOC exercises its option (i)
to terminate this License, or (ii) to re-enter the
0ffice, or'(iii) to relicense the Office, or (iv) in the event Client terminates
this License pursuant to Paragraph 4, or (v) in the event that after the
Expiration Date, the Client leaves or forgets property or papers in the Ofric-e,
any property belonging to Client which remains in the 01Tice after the
termination of this License shall be,deemed to have been abandoned and either
may be retained by IOC as its property or may be disposed of in such manner as
IGC may see fit without accounting to Client for its disposition. Files, papers,
documents, etc. may, at IOC's sole option, be stored at Clienfs expense and in
the event a bill for such storage is not paid within seven (7) days of
presentation, IOC may destroy such papers, etc. and shall have no liability
whatsoever to Client in regard to same.
(c) Rights Cumulative and Assignable: All rights and remedies of IOC
under this License shall be cumulative and none shall exclude any other right or
remedy at law or in equity. IOC is expressly given the right to assign any or
all its interest under the terms of this License.
(0 Late Payment Charge: Client agrees to pay IOC a late payment charge
of 5% of the amount due or five dollars, whichever is greater, if any payment
due hereunder is not paid within four (4) days of its due date.
(g) Failure to Vacate: Upon termination of this License, at the
Termination Date or otherwise, or upon any revocation of the License, the Client
shall cease all use of the Office, the Premises, and all services immediately.
For each and every month or portion thereof that Client continues use of the
Office after the termination of this License without the express written consent
of IOC, Client shall pay IOC an amount equal to double the Monthly License Fee
(as defined in Paragraph 3(a) hereto). IOC shall be entitled to exercise all
remedies available to ICC on account of such continued use, and Client's
obligation to pay, such increased charge shall be in addition and without
prejudice to such remedies.
(h) Total Amount Due: IOC may, if IOC so elects, without any additional
notice of such election or demand to Client, forthwith terminate this Agreement
and License, and may enter into the Office and take and hold possession of the
contents thereof, without releasing Client, in whole or in part, from the
Client's obligations hereunder. In the event of such t tion, IOC may, at is
option, declare the entire amount of the Basic Annual License Fee which would
become due and payable during the remainder of the Term, to be due and payable
immediately, in which event, Client agrees to pay the same at once. IOC may, at
its option, also use, apply or retain in whole or in part the Security Deposit
for payment of any sums due hereunder or for the payment of any other sum that
IOC may spend by reason of such default.
(i) Collection Expenses : Client agrees to pay all costs and expenses,
including reasonable attorneys' fee, expended or incurred by IOC in connection
with the enforcement of this License, the collection of any sums due hereunder,
any action for declaratory relief in any way related to this License, or the
protection or preservation of any rights of ICC hereunder.
13. Furniture, Fixtures and Repairs.
(a) Furniture and Fixtures. IOC agrees, at its own cost and expense, to
furnish and install @ture, fixtures and equipment that IOC determines, in its
sole opinion, are necessary to provide suitable office facilities for Client.
Client shall not bring into, or
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install in the Office any furniture, facsimile, photocopier, telephone, fixtures
or other equipment without the prior written consent of an officer of IOC.
Client shall not damage any funiiture, fixtures or equipment located in IOC's
Premises, and in the event that any such damage occurs, Client shall pay IOC the
cost of @ or replacement upon demand. Client shall not move any furniture,
fixtures or equipment to or from the OtTice to other portions of IOC's Premises,
and shall not move any furniture, fixtures or equipment from one portion of
IOC's Premises to another nor remove any furniture, fixtures or equipment from
the Building, without the prior written consent of IOC in each instance.
(b) Repairs: Any and all work on, or in the Office, for which prior
written permission from IOC is required, may only be performed through IOC and
by IOC approved contractors.
14. Exclusive of IOC's Liability. IOC shall not be liable or
responsible to Client, and Client Expressly Agrees to Waive, and Agrees NOT to
make any claim for damages, Directly or Consequentially arising from (i) any
injury or damage resulting from the errors, acts or omissions of IOC's employees
(including without limitation, the loss of, or damage to, any package or other
article delivered to Client at Licensor's Premises), persons licensing office
space or services from IOC, or other persons occupying any part of the Building,
(ii) any failure to provide services, for example, such as water, gas,
electricity, or telephone, or (iii) any injury or damage to person or property
caused by any person (except for such loss or damage arising from the willful or
grossly negligent rdsconduct of IOC, its agents, servants, or employees) or
caused by IOC's failure to make repairs which it is expressly obligated to make
hereunder, or for any loss, damage, destruction, or theft of any Clienfs
personal property or equipment, whether belonging to Client or any pem-iitted or
invited guest of Client, while on IOC's premises.
15. Indemnity and Insurance BY Client.
(a) Indemniiy. Client Expressly Agrees to Waive and Agrees to NOT make
any claim for damages, and to defend, indemnify and save harmless IOC and IOC's
agents and employees against, and from, liabilities, obligations, damages,
penalties, claims, costs, charges and expenses, including but not limited to
reasonable attomey's fees and court costs, which may be incurred by IOC by
reason of or arising directly or indirectly from, out of or in connection with,
any negligent or otherwise wrongful error, act or omission of Client, its
agents, employees, contractors or invitees in or about the OtTice, or any
failure on the part of Client to perform or comply with any of the terms,
conditions or provisions of this License.
(b) Insurance: IOC only maintains insurance for its own benefit and in
regard to liability in the common areas. Client must obtain his own liability
insurance for a minimum of $1,000,000 with $750,000 per incident, and shall name
IOC and the Port Authority of New York & New Jersey as additional insureds.
Certificates of such named insureds must be provided to IOC within 30 days of
Client's occupancy of Office. IOC does not maintain any fire insurance for the
contents of Clienfs OtTice and Client is responsible to obtain his own fire and
damage insurance on Client's property. If required Insurance Certificates are
not received by ICC within the designated timeframe,
IOC may, at Clients expense, arrange for appropriate liability insurance for
Client with a preapproved insurance carrier. Said insurance coverage shall
remain enforce during the Term of this License and renewals thereof. Client
agrees to waive subrogation against the Landlord of the building and other
tenants of the building.
(c) Limitation: Client hereby waives any and all rights of recovery
against IOC or IOC's agents and employees for loss of or damage to its property
or the property of others under its control, to the extent such loss or damage
is covered by any insurance policy.
16. No Waiver of Breach. IOC's failure to insist upon the strict
performance of any term or condition of this License or to exercise any right or
remedy available on a breach thereof, or IOC's acceptance of full or partial
payment during the continuance of any such breach shall not constitute a waiver
of any such breach or any such term or condition. No waiver, alteration or
modification of any tenn or condition required to be performed or observed by
Client, or any waiver of any breach by Client, shall be elective or binding on
IOC except by a written instrument executed by IOC. No waiver of any breach
shall affect or alter any term or condition in this License, and each such term
and condition shall continue in full force and effect with respect to any other
then existing or subsequent breach thereof
17. Advertising. Client shall not place any advertisement in any media
(such as newspaper, radio, direct mail etc.) which uses the name, "One World
Trade Center' or the address of IOC without first receiving IOC's written
consent. Client shall not place a yellow pages display ad without IOC's prior
written consent.
is. Mail. Upon termination of this License for any reason whatsoever,
Client's right to use IOC's address shall also terminate unless Client completes
and delivers to IOC all required mail processing forms and makes the appropriate
payment for mail handling services to IOC. Upon termination of Client's right to
use IOC's address, IOC shall have the right (i) to return all mail to the sender
or (ii) to destroy such mail. Client understands that if its use of IOC's
address terminates for any reason whatsoever, it will be Client's sole
responsibility to notify all parties of such termination and Client's new
address.
19. Service of Process.
(a) On Behalf of Client: It is understood and agreed that neither ICC
nor its employees have the authority to accept service of legal process on
behalf of Client.
(b) Upon Client: The Client hereby agrees that service of process on it
for purposes of any suit by IOC shall be good and sufficient if the summons and
complaint is delivered to any Client/employee found using the Office.
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20. Brokerage
(a) Name: Client represents that in the negotiation of this License it
dealt with no brokers other than N/A and that so far as Client is aware said
broker is the sole broker. IOC agrees to pay, to Licensed Brokers only, said
broker's commission pursuant to a separate agreement upon the execution of this
License. Client promises to in@ry IOC against liability arising out of any
inaccuracy or alleged inaccuracy of this representation. Broker's commission
shall be paid on annual contracts only. Commission shall be for Office(s)
initially contracted for and exclusive of any additional offices acquired during
the term of contract. Commission will be paid on fust yW's contract only.
Renewals shall not be subject to any further commission fees. If Client engages
the services of any:broker, salesman, agency, company or any other person or
entity to represent them in any negotiations after the first year, any charges
or commission incurred will be the sole responsibility of the Client.
(b) Adjustments: Should a commission be paid or payable to a broker,
salesman, agent, company or any other person or entity upon execution of this
License, Client agrees that should this License terminate prior to the
Expiration Date (whether pursuant to paragraph 5 hereof or otherwise), then IOC
shall be authorized and permitted to deduct the unamortized portion of any such
commission from the Security Deposit of Client if any, held by IOC. If the
Security Deposit is not sufficient to offset the remaining portion of the
commission, then Client shall pay any additional amount due to IOC on demand.
21. Prohibition On Employment Of IOC Employees.
(a) Solicitation by Client: Client agrees not to employ, to offer, or
cause to have offered, employment to any IOC ear following the termination of
this License. Because of the difficulty employee during the term of this License
and for a period of one (1) y of ascertaining the exact damages that IOC n-dght
suffer in the event of a breach of this clause, the parties' agree that as
liquidated damages, and not as a penalty, for each such breach, Client shall pay
IOC the sum of S 1 5,000 plus 25% of the annual salary of any employee for each
such employee so solicited, it being agreed that such amount constitutes a fair
and reasonable estimate of IOC's damages.
(b) Solicitation by Employee: Client agrees to advise IOC of any
inquiry or attempt by an IOC employee to seek employment by or through the
services of the Client.
(c) Survival: The covenants, representations and agreements of Client
set forth in this paragraph shall survive the termination of this License, or
the date of expiration of any extended term hereof.
22. Rules and Regulations. she attached rules and regulations are an
integral part of this License. Client, its employees and agents, will perform
and abide by such rules and regulations and any amendments or additions to them
as IOC may make from time to time.
23.. Entire Agreement. This Agreement represents the entire
understanding between the parties in regard to the License of the
Office. All prior understandings, whether oral or written are specifically
merged herein. This agreement may not be modified, changed'or altered in any
respect except by a writing signed by an authorized otticer of both IOC and
Client.
24. Notices. Any notice required or permitted under this License must
be in writing and may be sent by personal delivery to IOC at One World Trade
Center, Suite 7967. New York, New York 10048 and to the Client at the Office. If
such notice is properly addressed and personally delivered, it shall be deemed
notice for all purposes herein even if the party claims it never saw such
notice. The parties ftffier agree that this address shall be the appropriate
address for service of process in any lawsuit arising out of this License. For
the sake of convenience only, and not in derogation of the above designation of
addresses, IOC agrees it will use its best efforts to send a copy of all notices
to the Client at any address it designates other than the Office. Client hereby
designates the following additional address:
Additional Address
N/A
N/A
25. Compliance With Law, At all times during the term of this License
Client shall at Client's sole cost and expense, promptly comply with all present
and future laws, orders and regulations of all state, federal, municipal and
local governments, departments, comrmssions and boards and any direction of any
public officer which shall impose any violation, order or duty upon IOC or
Client with respect to the Office, whether or not arising out of Client's use or
manner of use of the Office or the Building.
26. Construction of Terms. If any term or provision of this License
shall be capable of two constructions, one of which would render the tenn or
proiision valid and the other of which would render the term or provision
invalid, then the construction which renders the term or provision valid shall
be deemed to be binding upon the parties. Any partial or complete invalidity or
unenforceability of any provision of this Agreement shall not be deemed to
modify or affect any other term or provision of this License.
27. Captions. Captions of paragraphs are for convergence of reference
only and shall not be deemed to amen@ modify or construe any terin or provision
of this License.
28. Additional License Fees. Any payment due hereunder shall be deemed
to be Additional License Fees and failure to pay same shall entitle IOC to
rights and remedies available to IOC for failure to pay License fee as set forth
in Paragraph 12.
7
29. No Offer. IOC's submission of this License to the Client is not an
offer to grant Client a License nor shall it be deemed an option on the part of
the Client to obtain a License from IOC. This License shall be binding upon the
parties only after it is executed by the duly authorized officers or agents of
the Client and accepted and executed by IOC at its New York office.
30. Governing Law. This contract which is accepted in New York shall be
governed solely by the laws of the State of New York.
31. Authorization To Proceed. Note that by tendering to IOC the first
Monthly License Payment (Paragraph 3) and/or the Security Deposit (Paragraph 7),
Client Hereby Authorizes IOC to order the telephone services for the Ofrice and
to begin installation of all items and devices necessary or desirable to
maintain or use the Ofrice and agrees to guarantee payment for all charges so
incurred, whether or not any of Client's cheeks are dishonored by its bank and
IGC elects to tenninate this License ab initio pursuant to Paragraph 3 or 7.
32. --Joint andSeveral Liability, All parties signing this License as a
partnership or co-signing individuals shall be jointly and severally liable for
all obligations of Client.
As an inducement for IOC to enter into this License with the
aforementioned Client, the undersigned hereby guarantees, unconditionally and
without any reservation, the full and prompt payment of all swns due to IOC
pursuant to any provision of this License. This guarantee shall remain in full
force and effect without regard to any extensions, modifications, or other
changes in this License between IOC and the aforementioned Client.
Declan A. French
2045 Lakeshore, Suite 3107
Etobicoke, Ontario MSV 2Z6
Guarantor's Signature
In Witness Whereof, IOC and Client have caused these presents to be
duly executed as of the date first written above.
IT STAFFING LTD.
INTERNATIONAL OFFICE CENTERS CORP.
By: /s/ Declan A. French
Declan A. French, President
By: /s/ Burdette Russo
Burdette Russo, President