Regus Office Service Agreement
Agreement date 6/17/2010 Reference No.
Business Center Address: Client Address (Not a Regus Center Address):
Coronado Center Company Name: Amerilithium Corp.
000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx
Suite 200 Address: 000 Xxxxxxxxx Xxxxx Xxxxx 000
Xxxxxxxxx, XX 00000 Address: Xxxx Xxxxx, XX 00000-0000
Phone & Email: xxxxxxx@xxxxxxxxxxxx.xxx
Office Payment Details (excluding tax and excluding services)
Office Number No. of People Monthly Office Fee Currency
260 1 600 USD
Total per Month 1 600 USD
Initial Payment
First Month's Fee
Service Retainer 2 1,200
Total Initial Payment
Monthly Payment
Total Monthly Payment Thereafter 778
Length of Agreement:
Start Date June 24, 2010 End Date* June 30, 2011
Comments:
1x set up fee $75 set up fee for phone, $148 and $148 a month for
service. Kitchen is $30 a month. Invoiced for 7/1/10 is $401 (all
above) 1 month free
We are Regus Management Group LLC., ("Regus"). This Agreement
incorporates our terms of business set out on attached Terms and
Conditions which you confirm you have read and understood. We both
agree to comply with those terms and our obligations as set out in
them. Note that the Agreement does not come to an end automatically.
See "Bringing your Agreement to an end".
Name: Xxxxxxx Xxxxxxx Name: XxXxxxx Xxxxxxx
Title: CEO Amerilithium Corp. Title: Area Sales Manager
Date: 17-06-2010 Date: 6/17/10
SIGNED on your behalf (client) SIGNED on our behalf
/s/Xxxxxxx Xxxxxxx /s/XxXxxxx Xxxxxxx
TERMS AND CONDITIONS
1. This Agreement
1.1 Nature of this agreement: This agreement is the commercial
equivalent of an agreement for accommodation(s) in a hotel. The whole
of the Center remains in Regus' possession and control THE CLIENT
ACCEPTS THAT THIS AGREEMENT CREATES NO TENANCY INTEREST, LEASEHOLD
ESTATE OR OTHER REAL PROPERTY INTEREST IN THE CLIENT"S FAVOUR WITH
RESPECT TO THE ACCOMMODATION(S). Regus is giving the Client the right
to share with Regus the use of the Center on these terms and
conditions, as supplemented by the House Rules, so that Regus can
provide the services to the Client. This agreement is personal to the
Client and cannot be transferred to anyone else. This agreement is
composed of the front page describing the accommodation(s), the present
terms and conditions and the House Rules.
1.2 Company with House Rules: The Client must comply with any House
Rules which Regus imposes generally on users of the Center. The House
Rules vary from country to country and from Center to Center and these
can be requested locally.
1.3 Duration: This agreement lasts for the period stated in it and
then will be extended automatically for successive periods equal to the
current term but no less than 3 months (unless legal renewal term
limits apply) until brought to an end by the Client or by Regus. All
periods shall run to the last day of the month in which they would
otherwise expire. The fees on any renewal will be at the then
prevailing market rate.
1.4 Bringing this agreement to an end: Either Regus or the Client can
terminate this agreement at the end date stated in it, or at the end of
any extension or renewal period, by giving at least three months
written notice to the other. However, if this agreement, extension or
renewal is for three months or less and either Regus or the Client
wishes to terminate it, the notice period is two months or (if shorter)
one week less than the period stated in this agreement.
1.5 Ending this agreement immediately: To the maximum extent
permitted by applicable law, Regus may put an end to this agreement
immediately by giving the Client notice and without need to follow any
additional procedure if (a) the Client becomes insolvent, bankrupt,
goes into liquidation or becomes unable to pay its debts as they fall
due, or (b) the Client is in breach of one of its obligations which
cannot be put right or which Regus have given the Client notice to put
right and which the Client has failed to put right within fourteen (14)
days of that notice, or (c) its conduct, or that of someone at the
Center with its permission or invitation, is incompatible with ordinary
office use.
If Regus puts an end to this agreement for any of these reasons, it
does not put an end to any outstanding obligations, including
additional services used and the monthly office fee for the remainder
of the period for which this agreement would have lasted if Regus had
not ended it.
1.6 If the Center is no longer available: In the event that Regus is
permanently unable to provide the services and accommodation(s) at the
Center stated in this agreement then this agreement will end and the
Client will only have to pay monthly office fees up to the date it ends
and for the additional services the Client has used. Regus will try to
find suitable alternative accommodation(s) for the Client at another
Regus Center.
1.7 When this agreement ends the Client is to vacate the
accommodation(s) immediately, leaving the accommodation(s) in the same
condition as it was when the Client took it. Upon the Client's
departure or if the Client, at its option, chooses to relocate to
different rooms within the Centre, Regus will charge an Office
Restoration Service fee to cover normal cleaning and testing and to
return the accommodation(s) to its original state. This fee will
differ by country and is listed in the House Rules. Regus reserves the
right to charge additional reasonable fees for any repairs needed above
and beyond normal wear and tear. If the Client leaves any property in
the Centre, Regus may dispose of it at the Client's cost in any way
Regus chooses without owing the Client any responsibility for it or any
proceeds of sale. When a Client vacates its accommodation9s)
invariably Regus continues to receive the Client's mail, faxes,
telephone calls and visitors. In order to professionally manage the
redirection of the Client's calls, mail, faxes and visitors Regus
charges a one-time Business Continuing Service. The service lasts for
three months after the end of the date of this agreement. If in the
event that there are no calls, mail, faces or visitors this service
will not be applied. This fee is located in the house rules.
If the Client continues to use the accommodation(s) when this
agreement has ended, the Client is responsible for any loss, claim or
liability Regus incurs as a result of the Client's failure to vacate on
time. Regus may, at its discretion, permit the Client an extension
subject to a surcharge on the monthly office fee.
1.8 Employees: While this agreement is in force and for a period of
six months after it ends, neither Regus nor the Client may knowingly
solicit or offer employment to any of the other's staff employed in the
Center. This obligation applies to any employee employed at the Center
up to that employee's termination of employment, and for three months
thereafter. It is stipulated that the breaching party shall pay the
non-breaching party the equivalent of one year's salary for any
employee concerned. Nothing in this clause shall prevent either party
from employing an individual who responds in good faith and
independently to an advertisement which is made to the public at large.
1.9 Client Representation of Regus Employees: Throughout the duration
of this agreement, Client agreement that neither Client, nor any of the
Client's partners, members, officers or employees will represent, or
otherwise provide legal counsel to, any of Regus' current or former
employees in any dispute with, or legal proceeding against Regus, or
any of Regus' affiliates, members, officer or employees.
1.10 Notices: All formal notices must be in writing to the address
first written above.
1.11 Confidentiality: The terms of this agreement are confidential.
Neither Regus nor the Client must disclose them without the other's
consent unless required to do so by law or an official authority. This
obligation continues after this agreement ends.
1.12 Applicable law: This agreement is interpreted and enforced in
accordance with the law of the place where the relevant Center is
located. Regus and the Client both accept the exclusive jurisdiction
of the courts of such jurisdiction. If any provision of these terms
and conditions is held void or unenforceable under the applicable law,
the other provisions shall remain in force. In the case of Japan all
agreement will be interpreted and enforced by the Tokyo District Court.
1.13 Enforcing this agreement. The Client must pay any reasonable and
proper costs including legal fees that Regus incurs in enforcing this
agreement.
2. Services and Obligations
2.1 Furnished office accommodation(s): Regus is to provide the number
of serviced and furnished office accommodation(s) for which the Client
has agreed to pay in the Center stated in this agreement. This
agreement lists the accommodation(s) Regus has initially allocated for
the Client's use. The Client will have a non-exclusive right to the
rooms allocated to it. Occasionally Regus may need to allocate
different accommodation(s), but these accommodation(s) will be of
reasonably equivalent size and Regus will notify the Client with
respect to such different accommodation(s) in advance.
2.2 Office Services: Regus is to provide during normal opening hours
the services, if requested, described in the relevant service
description (which is available on request). If Regus decides that a
request for any particular service is excessive, it reserves the right
to charge an additional fee.
2.3 RegusNet: REGUS DOES NOT MAKE ANY REPRESENTATIONS AS TO THE
SECURITY OF REGUS' NETWORK (OR THE INTERNET) OR OF ANY INFORMATION THAT
THE CLIENT PLACES ON IT. The Client should adopt whatever security
measures (such as encryption) it believes are appropriate to its
circumstances. Regus cannot guarantee that a particular degree of
availability will be attained in connection with the Client's use of
Regus' network (or the internet). The Client's sole and exclusive
remedy shall be the remedy of such failure by Regus within a reasonable
time after written notice.
3. Providing the Services
3.1 Access to the accommodation(s): Regus may need to enter the
Client's accommodation(s) and may do so at any time. However, unless
there is an emergency or the Client has given notice to terminate,
Regus will attempt to notify the Client verbally or electronically in
advance when Regus needs access to carry out testing, repair or works
other than routine inspection, cleaning and maintenance. Regus will
also endeavor to respect reasonable security procedures to protect the
confidentiality of the Client's business.
3.2 Availability at the start of this agreement: If for any reason,
Regus cannot provide the accommodation(s) stated in this agreement by
the date when this agreement is due to start it has no liability to the
Client for any loss or damages but the Client may cancel this agreement
without penalty. Regus will not charge the Client the monthly office
fee for accommodation(s) the Client cannot use until it becomes
available. Regus may delay the start date of this agreement provided
it provides to the Client alternative accommodation(s) that shall be at
least of equivalent size to the accommodation(s) stated in this
agreement.
4. Accommodation(s)
4.1 The Client must not alter any part of its accommodation and must
take good care of all parts of the Center, its equipment, fixtures,
fittings and furnishings which the Client uses. The Client is liable
for any damage caused by it or those in the Center with the Client's
permission or at the Client's invitation whether express or implied,
including but not limited to all employees, contractors, agents or
other persons present on the premises.
4.2 Office furniture and equipment: The Client must not install any
cabling, IT or telecom connections without Regus' consent, which Regus
may refuse at its absolute discretion. As a condition to Regus'
consent, the Client must permit Regus to oversee any installations (for
example IT or electrical systems) and to verify that such installations
do not interfere with the use of the accommodation(s) by other Clients
or Regus or any landlord of the building.
4.3 Insurance: It is the Client's responsibility to arrange insurance
for its own property which it brings in to the Center and for its own
liability to its employees and to third parties. Regus strongly
recommends that the Client put such insurance in place.
5. Use
5.1 The Client must only use the accommodation(s) for office purposes.
Office use of a "retail" or "medical" nature, involving frequent visits
by members of the public, is not permitted.
5.2 The Client must not carry on a business that competes with Regus'
business of providing serviced office accommodation(s).
5.3 The Client's name and address: The Client may only carry on that
business in its name or some other name that Regus previously agrees.
5.4 Use of the Center Address: The Client may use the Center address
as its business address. Any other uses are prohibited without Regus'
prior written consent.
6. Compliance
6.1 Comply with the law: The Client must comply with all relevant laws
and regulations in the conduct of its business. The Client must do
nothing illegal in connection with its use of the Business Center. The
Client must not do anything that may interfere with the use of the
Center by Regus or by others, cause any nuisance or annoyance, increase
the insurance premiums Regus has to pay, or cause loss or damage to
Regus (including damage to reputation) or to the owner of any interest
in the building which contains the Center the Client is using. The
Client acknowledges that (a) the terms of the foregoing sentence are a
material inducement in Regus' execution of this agreement and (b) any
violation by the Client of the foregoing sentence shall constitute a
material default by the Client hereunder, entitling Regus to terminate
this agreement, without further notice or procedure.
6.2 The Client's personal data may be transferred outside the European
Union where Regus has a Center for the purposes of providing the
services herein. Regus has adopted internal rules to ensure data
protection in accordance with European regulations.
7. Regus' Liability
7.1 The extent of Regus' liability: To the maximum extent permitted
by applicable law, Regus is not liable to the Client in respect of any
loss or damage the Client suffers in connection with this agreement,
with the services or with the Client's accommodation(s) unless Regus
has acted deliberately or negligently in causing that loss or damage.
Regus is not liable for any loss as a result of Regus' failure to
provide a service as a result of mechanical breakdown, strike,
termination of Regus' interest in the building containing the Center or
otherwise unless Regus does so deliberately or is negligent. In no
event shall Regus be liable for any loss or damage until the Client
provides Regus written notice and gives Regus a reasonable time to put
it right. If Regus is liable for failing to provide the Client with
any service under this agreement then subject to the exclusions and
limits set out immediately below Regus will pay any actual and
reasonable expenses the Client has incurred in obtaining that service
from an alternative source. If the Client believes Regus has failed to
deliver a service consistent with these terms and conditions the Client
shall provide Regus written notice of such failure and give Regus a
reasonable period to put it right.
7.2 EXCLUSION OF CONSEQUENTIAL LOSSES, ET: REGUS WILL NOT IN ANY
CIRCUMSTANCES HAVE ANY LIABILITY FOR LOSS OF BUSINESS, LOSS OF PROFITS,
LOSS OF ANTICIPATED SAVINGS, LOSS OF OR DAMAGE TO DATA, THIRD PARTY
CLAIMS OR ANY CONSEQNEUTIAL LOSS UNLESS REGUS OTHERWISE AGREES IN
WRITING, REGUS STRONGLY ADVISES THE CLIENT TO INSURE AGAINST ALL SUCH
POTENTIAL LOSS, DAMAGE, EXPENSE OR LIABILITY.
7.3 Financial limits to Regus' liability: In all cases, Regus'
liability to the Client is subject to the following limits:
- Without limit for personal injury or death;
- Up to a maximum of 1 million pounds/USD$2 million/1.3 million
euros (or local equivalent) for any one event or series of connected
events for damage to the Client's personal property;
- Up to a maximum equal to 125% of the total fees paid between the
date the Client moved into its accommodation(s) and the date on which
the claim in question arises or 50,000 pounds/USD$100,000/66,000 euros
(or local equivalent) whichever is the higher, in respect of any other
loss or damage.
8. Fees
8.1 Taxes and duty charges: The Client agrees to pay promptly (i) all
sales, use, excise, consumption and any other taxes and license fees
which it is required to pay to any governmental authority (and, at
Regus' request, will provide to Regus evidence of such payment) and
(ii) any taxes paid by Regus to any governmental authority that are
attributable to the accommodation(s), including, without limitation,
any gross receipts, rent and occupancy taxes, tangible personal
property taxes, stamp tax or other documentary taxes and fees.
8.2 Service Retainer/Deposit: The Client will be required to pay a
service retainer/deposit equivalent to two months' of the monthly
office fee 9plus VAT/Tax where applicable) upon entering into this
agreement unless a greater amount is specified on the front of this
agreement. This will be held by Regus without generating interest as
security for performance of all the Client's obligations under this
agreement. The service retainer/deposit or any balance after deducting
outstanding fees, the Business Continuity and Office Restoration
Service and other costs due to Regus, will be returned to the Client
after the Client has settled its account with Regus and funds have been
cleared.
8.3 Regus may require the Client to pay an increased retainer if
outstanding fees exceed the service retainer/deposit held and/or the
Client frequently fails to pay Regus when due.
8.4 The Client will be charged an office setup fee per occupant. Fee
amounts are located in the House Rules which can be requested at any
time.
8.5 Late payment: If the Client does not pay fees when due, a fee
will be charged on all overdue balances. This fee ill differ by
country and is listed in the House Rules. If the Client disputes any
part of an invoice the Client must pay the amount not in dispute by the
due date or be subject to late fees. Regus also reserves the right to
withhold services (including for the avoidance of doubt, denying the
Client access to its accommodation(s)) while there are nay outstanding
fees and/or interest or the Client is in breach of this agreement.
8.6 Insufficient Funds: The Client will pay a fee for any returned
check or any other declined payments due to insufficient funds. This
fee will differ by country and is listed in the House Rules.
8.7 Regus will increase the monthly office fee each and every
anniversary of the start date of this agreement by a percentage amount
equal to the increase in the All Items Retail Prices Index, or such
other broadly equivalent index which Regus substitutes provided that if
the foregoing increase is not permitted by applicable law, then the
monthly office fee shall be increased as specified in the House Rules.
This will only apply to agreements that have an original start and end
date constituting more than a 12 month term. Renewals will be renewed
as per clause 1.3 above and only those renewals with a start and end
date constituting a term of over 12 months will have the same increase
applied.
8.8 Standard services: The monthly office fee and any recurring
services requested by the Client are payable monthly in advance.
Unless otherwise agreed in writing, these recurring services will be
provided by Regus at the specified rates for the duration of this
Agreement (including any renewal). Specific due dates will differ by
country and are listed in the House Rules. Where a daily rate applies,
the charge for any such month will be 30 times the daily fee. For a
period of less than a month the fee will be applied on a daily basis.
8.9 Pay-as-you=use and Additional Variable Services: Fees for pay-as-
you-use-services, plus applicable taxes, in accordance with Regus'
published rates which may change from time to time, are invoiced in
arrears and payable the month following the calendar month in which the
additional services were provided. Specific due dates will differ by
country and are listed in the House Rules.
8.10 Discounts, Promotions and Offers: if the Client benefited from a
special discount, promotion or offer, Regus may discontinue the
discount, promotion or offer if the Client breaches these terms and
conditions or becomes past due on two or more occasions.
