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EXHIBIT 10.3
DATED , 19
LERNOUT & HAUSPIE (IRELAND) LIMITED
LICENSOR
REDWOOD SOFTWARE EUROPE LIMITED
LICENSEE
LICENCE
FOR TEMPORARY SHORT TERM USE
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PART OF FIRST FLOOR
XXXXXXX XXXXX
00/00 XXXX XXXX
XXXXXXXXX
XX. XXXXXX
A & L Goodbody
Solicitors
FBLC2701.07c
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THIS LICENCE is dated the day of 19 and made between LERNOUT &
HAUSPIE (IRELAND) LIMITED of 00/00 Xxxx Xxxx, Xxxxxxxxx, Xx. Xxxxxx, a limited
liability company (hereinafter called "the Licensor") of the one part and
REDWOOD SOFTWARE EUROPE LIMITED having its registered office at Xxxxx 0,
Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxx 0 (hereinafter called "the Licensee")
of the other part.
1 In this Licence the following expressions shall have the following
meanings:-
"THE PREMISES" means Xxxxxxx Xxxxx, 00/00 Xxxx Xxxx, Xxxxxxxxx,
Xx. Xxxxxx.
"THE COMMON AREAS" means those parts of the Premises designated and
allocated for the time for the common use and
benefit of occupiers of the Premises their invitees
and licensees within the Premises and for persons
using or visiting the Premises.
"THE LEASE" means a Lease dated 25th August 1998 between Xxxxx
l'Estrange and Xxxxxxx Xxxx of the one part and the
Licensor of the other part.
"THE LICENCE FEES" means the fees paid by the Licensee to the Licensor
for the use of the Licensed Unit and more
particularly set out in this Licence.
"THE LICENSED
PERIOD" means the period during which the Licensee shall
occupy the Licensed Unit under the terms of this
Licence from the 1st day of October 1999 for a
period of one year or until same is terminated in
accordance with the provisions in that regard set
out herein.
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"THE LICENSED
UNIT" means the part of the First Floor of the Premises as
more particularly delineated and edged red on the
plan attached hereto
"THE LICENSED
USE" means offices.
"THE LANDLORD" means the person entitled from time to time to the
Landlords interest in the Lease.
"THE SERVICES" means the Services listed in the Schedule hereto.
2 NOW IT IS HEREBY AGREED as follows:-
2.1 The Licensor HEREBY LICENSES AND AUTHORISES the Licensee to use the
Licensed Unit for the purposes only of the Licensed Use throughout the
Licensed Period together with the right (i) in common with the
Licensor and all other persons entitled or authorised at all times
during the Licensed Period to use the Common Areas for the purposes
for which they are intended and in particular to pass and re-pass over
the Common Areas for the purposes of gaining access to and egress from
the Licensed Unit; (ii) to use the furniture listed in the Inventory
attached hereto; and (iii) to use two car spaces for the parking of
private motor vehicles and for no other purpose, the position of such
spaces to be designated by the Licensor in its absolute discretion
from time to time.
3 THE LICENSEE UNDERTAKES WITH THE LICENSOR as follows:-
3.1 To pay monthly in advance in such manner as the Licensor may from time to
time direct the Licence Fee of IRPound2,415 together with such Valued Added
Tax which is now or may become payable at any time during the Licensed
Period in respect of this Licence or the Licence Fees payable hereunder.
3.2 To pay to the Licensor a deposit of IRPound2,500 plus VAT to be held by
the Licensor during the Licensed Period as security for payment of any sums
payable, hereunder and performance of
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the agreements herein contained, such deposit to be returned to the
Licensee within seven days of the expiration of the Licensed Period less
any sums to be properly retained for loss or damage caused as a result of
any breach of this agreement by the Licensee.
3.3 To use the Licensed Unit for the purposes only of the Licensed Use and for
no other purpose whatsoever.
3.4 Not to assign, sub-license or transfer in any manner or permit any other
party to occupy all or part of the Licensed Unit.
3.5 To keep the Licensed Unit in good repair, order and condition and clean and
tidy and free from any refuse and not to interfere with the interior
decoration construction or arrangements of the Licensed Unit without the
Licensor's consent in writing which the Licensor may at its absolute
discretion withhold.
3.6 To indemnify and keep indemnified the Licensor against any liabilities,
proceedings, costs, claims, actions or demands of whatsoever nature in
respect of any injury to or the death of any person or damage to any
property moveable or immovable by reason of or arising directly or
indirectly out of the Licensee's use of the Licensed Unit, or from the
Licensed Unit.
3.7 To take out and maintain at all times during the Licensed Period a public
liability policy in respect of and covering the liability of the Licensee
against any such claim arising under the foregoing clause and to extend
such policy or policies of insurance so that the Licensor is indemnified by
the insurers in the same manner as the Licensee in an amount of not less
than IRPound1,000,000 to be adjusted from time to time as the Licensor
deems reasonably necessary and to notify the Licensor immediately of any
such claim arising thereunder or any injury damage or occurrence which may
give rise to any such claim AND whenever required so to do by the Licensor
to produce to the Licensor the said policy or policies of insurance
together with satisfactory evidence that same is or are valid and
subsisting and that all premiums due thereon have been paid in full. The
insurance policy or policies shall provide that it or they may not be
cancelled or terminated and shall not expire without notice in writing to
the Licensor.
3.8 The Licensee shall not do or permit to be done anything in the Licensed
Unit which would make void or voidable any insurance on the Premises or
would cause the insurance
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premium payable thereon to be increased or which may be a nuisance damage
or annoyance to the Licensor or the occupiers of the Premises or adjoining
or neighbouring premises.
3.9 To pay and discharge to the Licensor on demand all charges in respect of
electricity, telephone and other utilities used or consumed upon the
Licensed Unit plus 5% of such charges.
3.10 To comply with the provisions of any statute, rule or order for the time
being in force and to do and execute or cause to be done and executed all
such works, acts, deeds, matters and things as under or by virtue of any
statute, rule or order or by any competent authority are or shall be
properly directed or necessary to be done or executed in respect of the
Licensed Unit, the Licensed Use or rights the subject of this Licence
whether by the owner, Licensor, Licensee or occupier.
3.11 To comply fully at all times with such reasonable rules, regulations,
directions or controls as may be made or issued from time to time by the
Licensor in relation to the Licensed Unit, the Licensed Use or for the good
management of the Premises and not to erect or display any posters,
advertisements, notices or placards so as to be visible from outside the
Licensed Unit nor to keep any animals or any combustible or offensive
goods, provisions or materials in the Licensed Unit.
3.12 Not to install or operate in the Licensed Unit any computers, electrical or
other equipment which in the opinion of the Licensor requires a separate
electrical or other circuit or which is heat producing or can be construed
as a fire hazard if not properly monitored without the prior written
consent of the Licensor which the Licensor may in its absolute discretion
withhold.
3.13 To permit the Licensor, the Landlord and their respective servants and
agents with or without workmen and others at all reasonable times on prior
notice (save for emergency) to enter the Licensed Unit for the purpose of
inspecting or repairing same or the Premises or in order to carry out their
respective obligations under the Lease or to exercise their respective
rights thereunder.
3.14 To permit the Licensor with or without workmen access at all reasonable
times to the Licensed Unit for the provision of security, cleaning and
other facilities.
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3.15 To conduct its business in such manner as to be compatible with and so as
not to interfere with the business of the Licensor and the work of the
Licensor's employees.
3.16 The Licensee shall at the expiration or sooner determination of the
Licensed Period peacefully and quietly yield up the Licensed Unit together
with all additions and improvements made thereto in the meantime and in
such state and condition as shall in all respects be consistent with the
full and due performance by the Licensee of the agreements contained
herein.
4 THE LICENSOR COVENANTS WITH THE LICENSEE as follows:-
4.1 The Licensee paying the aforesaid Licence Fees and performing and observing
the agreements hereinbefore contained may peacefully use the Licensed Unit
during the Licensed Period until determined in manner hereinafter
appearing.
4.2 To use its reasonable endeavours to provide the Services PROVIDED that the
Licensor shall not be liable for failure to provide the Services due to any
act or omission of the Licensee, its servants or agents whether negligent
or not, or due to some cause beyond the Licensor's control.
4.3 To pay all municipal and other rates levied or charged on the Licensed Unit
together with the Service Charge, insurance contribution and other sums
payable under the Lease.
5 PROVIDED ALWAYS and this Licence is conditional upon the following:-
5.1 If the Licence Fee or any part thereof or any other sum required to be paid
by the Licensee hereunder shall be unpaid for a period of seven days after
same shall fall due for payment, or
5.2 If any agreement on the Licensee's part herein contained shall not be
performed or observed or if the Licensee shall become bankrupt or shall
call a meeting of or enter into any composition with creditors or suffer
any distress or execution to be levied on the goods of the Licensee,
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then and in any such case it shall be lawful for the Licensor at any time
immediately to determine this Licence (but without prejudice to any claim
by the Licensor in respect of any antecedent breach of any agreement or
provision herein contained) whereupon the Licensee shall forthwith vacate
the Licensed Unit.
6 IT IS HEREBY FURTHER AGREED as follows:-
6.1 The Licensee shall be a licensee only and accordingly this Licence is not
intended nor shall it operate or be deemed to operate either at law or in
equity as a demise of any property the subject matter of this Licence or
any alternative property that may be substituted therefor nor shall the
relationship of landlord and tenant exist or arise or be deemed to exist or
arise between the parties hereto, nor shall the Licensee have any exclusive
right to the Licensed Unit.
6.2 If at any time during the Licensed Period the Licensed Unit is damaged or
rendered unfit for use by any of the risks which the Landlord shall have
insured against there shall be an abatement of all or part of the License
Fees proportionate to the extent and duration of the damage until the
Licensed Unit is again fit for use and any dispute relating to such
abatement shall be referred arbitration under the provisions of the
Arbitration Acts 1954 - 1980 or any statutory modifications or re-enactment
thereof for the time being in force.
6.3 This Licence shall be personal to the Licensee and shall not be assignable
or otherwise transferable in any manner.
6.4 The Licensor shall not in any circumstances incur any liability in respect
of loss or damage howsoever caused in respect of any property of the
Licensee in the Licensed Unit.
6.5 The Licensor may exercise a lien over goods and property left in the
Licensed Unit in respect of any unpaid License Fees or other sums due under
the terms of this agreement.
IN WITNESS whereof the parties hereto have executed this Licence the day and
year first herein WRITTEN.
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SCHEDULE
"THE SERVICES"
1 The provision of a Reception Service in the Premises during the hours of
8.30 a.m. to 5.30 p.m. from Monday to Friday inclusive excluding Bank
Holidays and public holidays.
2 Subject to payment by the Licensee of all charges pursuant to clause 3.9
hereof, the provision of heating and lighting to the Licensed Unit as
reasonably necessary in the opinion of the Licensor for the enjoyment of
same.
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PRESENT when the Common Seal
of THE LICENSOR was affixed
hereto:
PRESENT when the Common Seal
of THE LICENSEE was affixed
hereto:
(SEAL OF REDWOOD)
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