Common use of Collaborators Clause in Contracts

Collaborators. Notwithstanding anything in this Article 14 to the contrary, provided Tenant is not in default under this Lease beyond any applicable notice and cure period, without being subject to Landlord’s rights and Tenant’s obligations set forth in Sections 14.1 through 14.6 above, upon not less than ten (10) days’ prior written notice thereof to Landlord, but without Landlord’s consent, Tenant may permit Collaboration (as hereinafter defined) by Permitted Transferees and/or Clients and Business Partners (as hereinafter defined), without the same constituting a Transfer. The term “Clients and Business Partners” means persons or entities who are occupying or using portions of the Premises and are either (a) performing services for Tenant as subcontractors under Tenant’s contracts, (b) personnel employed by persons or entities for whom Tenant is performing services on a contractual basis, or (c) personnel employed by persons or entities with whom Tenant is engaged in a joint venture or joint teaming effort. The term “Collaboration” means the use of portions of the Premises by Permitted Transferees and/or Clients and Business Partners, if, with respect to such Clients and Business Partners, such use is in connection with the services being provided to Tenant by the applicable Clients and Business Partners, the services being provided to the applicable Clients and Business Partners by Tenant, or the services being jointly provided by Tenant and the applicable Clients and Business Partners; provided, however, that no Permitted Transferees or Clients and Business Partners shall be deemed to be engaging in Collaboration if such Permitted Transferees or Clients and Business Partners enter into a sublease with Tenant (as opposed to a provision in a contract for goods or office services that contemplates co-location) or has any written leasehold interest in the Premises or any portion thereof. Any Collaboration shall be on and subject to the following conditions: (i) each individual or entity shall be of a character and reputation consistent with the quality of the Building and the Project; (ii) no individual or entity shall occupy a separately demised portion of the Premises or which contains an entrance to such portion of the Premises other than the primary entrance to the Premises; (iii) the rent, if any, paid by such occupants shall not be greater than the rent allocable on a pro rata basis to the portion of the Premises occupied by such occupants, and (iv) such occupancy shall not be a subterfuge by Tenant to avoid its obligations under this Lease or the restrictions on Transfers pursuant to this Article 14. Tenant agrees to notify Landlord, promptly upon Landlord’s written request therefor, as to the approximate amount of Collaboration by Permitted Transferees and/or Clients and Business Partners and to certify to Landlord that such use or occupancy constitutes Collaboration by Permitted Transferees and/or Clients and Business Partners and does not constitute a sublease, assignment or other leasehold interest. Notwithstanding the foregoing, Tenant shall not have the right to engage in Collaboration with respect to any particular Permitted Transferees and/or Clients and Business Partners as aforesaid if such Permitted Transferees and/or Clients and Business Partners are engaged in a business, or the Premises will be used in a manner, that is inconsistent with the Permitted Use. For purposes of this Lease, the acts or omissions of the employees or other personnel of Permitted Transferees and Clients and Business Partners shall be deemed to be the acts or omissions (as applicable) of Tenant’s employees. Under no circumstances shall any Clients and Business Partners have any right to exterior Building signage in connection with this Lease.