EXHIBIT 10(o)
AGREEMENT OF USE
This AGREEMENT OF USE ("Agreement") is entered into this 8th day of
March 2004, by and between WARRANTECH CORPORATION ("Warrantech") with its
principal office located at 0000 Xxxxxxx 000, Xxxxxxx, Xxxxx 00000, and MARC
PHARMACEUTICALS, INC. ("Marc") with its principal office located at 000 Xxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxx 00000.
WITNESSETH:
WHEREAS, Warrantech is the lessee of certain office space identified as
"Suite 203" in the building located at 000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx
00000 (the "Property");
WHEREAS, the Property contains several empty individual offices that
Warrantech is not using for business purposes; and
WHEREAS, Marc desires to use one of these individual offices for its
executive corporate purposes and Warrantech desires to make one such office
available to Marc in accordance with the terms and conditions hereinafter set
forth;
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. Warrantech hereby agrees to provide Marc with use of one individual
office (the "Office") on the Property, the location of such office to be
determined by Warrantech in its sole and absolute discretion. In addition to the
Office, Marc shall have reasonable access to (i) the kitchen facility, (ii) the
common waiting area and closet for guests, and (iii) the conference room
provided that usage thereof has been pre-approved by Warrantech personnel.
2. In exchange for the use of the Office, Marc shall pay Warrantech the
sum of Three Hundred Fifty Dollars ($350.00) per month, payable in advance on or
before the first business day of the corresponding month.
3. Heat, air conditioning, electricity and one telephone line will be
provided by Warrantech at no additional cost to Marc in accordance with the
terms and conditions of Warrantech's sublease (the "Sublease") with its
sublessor. Furthermore, Warrantech will provide Marc with access to its existing
primary fax machine at no additional cost.
4. Warrantech shall make available for use in the Office a desk, chair,
file cabinet, personal computer, printer and telephone, all of which are and
shall remain the property of Warrantech. Marc may elect to use any or all of
such personal items, at no additional cost to Marc, or it may use its own
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items of personal property. Marc shall be solely responsible for all other
supplies and materials required to conduct its business including, but not
limited to, paper, toner and ink for the printer and fax machine.
5. Marc acknowledges that Warrantech's use of the Property is subject
to a lease and the Sublease. Marc will comply with all of the conditions of, and
restrictions on, Warrantech's use of the Property and will promptly advise
Warrantech in the event it violates any of such conditions or restrictions. Marc
will not contact the lessor, the sublessor, or building management directly with
respect to any issues regarding the Property or the Office. All such issues will
be directed solely to Warrantech personnel. Marc personnel and its guests will
have parking availability in the building's general outdoor parking area.
6. Marc shall make no alterations or modifications to the Office that
could be deemed to be permanent in nature.
7. Except as specifically set forth in Paragraph 8, neither Warrantech,
the lessor, the sublessor nor building management shall have any liability
whatsoever to Marc for (i) damage to or loss or destruction of personal
property, (ii) the failure of any utility to provide service, (iii) the failure
of any internal building or Warrantech system, or (iv) any business interruption
and/or any loss of business or income resulting from any business interruption.
8. (a) Marc hereby agrees to assume all risk of damage to property or
injury to persons in, upon or about the Property and to defend, indemnify and
hold Warrantech, the sublessor and the lessor harmless from and against any and
all claims, liabilities and losses arising out of Marc's use of the Property and
the Office, the conduct of its business or the conduct of any of its agents,
employees and/or invitees. In support of this indemnity obligation, Marc agrees
to maintain not less than One Million Dollars ($1,000,000) in general liability
insurance throughout the term of this Agreement. Marc shall provide Warrantech
with evidence of such insurance, reasonably satisfactory to Warrantech, at the
time of execution of this Agreement and upon each renewal hereof.
(b) Warrantech hereby indemnifies and holds Marc harmless from and
against any and all claims, losses, damages, suits, awards, costs and other
liabilities of any kind arising out of or resulting from its gross negligence or
willful misconduct with respect to the Property.
9. This Agreement shall have an initial term of one (1) year and shall
automatically renew for additional one (1) year terms unless terminated in
writing by either party at least thirty (30) days prior to the end of the then
current term. Notwithstanding the forgoing, either party may terminate this
Agreement upon thirty (30) days prior written notice.
10 This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Connecticut.
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IN CONSIDERATION WHEREOF, the parties hereto have executed the
Agreement as of the date first set forth above.
WARRANTECH CORPORATION
By: ______________________________
Name: ____________________________
Title: ___________________________
MARC PHARMACEUTICALS, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
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