Exhibit 10.7
DATED FEBRUARY 15, 1999
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(1) HQ EXECUTIVE OFFICES (UK) LIMITED
(2) NETOBJECTS LIMITED
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LEASE
relating to
Offices 1.12 and 1.18 Deacon House
St Mary's Court
The Broadway
Old Amersham
Bucks HP7 0UT
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THIS LEASE dated February 15, 1999 is made between
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(1) THE LANDLORD: HQ EXECUTIVE OFFICES (UK) LIMITED of
----------------------- 00 Xxxxxxxxx Xxxxxx
Xxxxxx X0X 0XX
(2) THE TENANT: NETOBJECTS LIMITED
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0 Xxxxxx Xxxx Xxxxxx
Xxxxxx X0 0XX
1. DEFINITIONS
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In this Lease the following expressions shall mean
1.1 "The Inclusive Services" - the services specified in The First
Schedule
1.2 "The Chargeable Services" - any services from time to time
provided by the Landlord (other than the Inclusive Services)
2. DEMISE
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The Landlord demises to the Tenant Offices 1.12 Deacon House and
1.18 Deacon House, ("the Premises") at St Mary's Court, Xxx
Xxxxxxxx, Xxx Xxxxxxxx, Xxxxx, XX0 0XX
3. RIGHTS AND RESERVATIONS
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The premises are demised
3.1 Together with the right (in common with the Landlord and all
others from time to time entitled) to use:-
3.1.1 the common parts of the Building for the purpose only of access
to the Premises and
3.1.2 such toilet washroom and kitchen facilities as the Landlord shall
from time to time designate for the Tenant's use and
3.2 Subject to the right of the Landlord (and all others authorised
from time to time by the Landlord) to use any service conducting
media within the Premises
4. TERM
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The term granted by this Lease shall commence on 15th February
1999 and shall expire on 14th August 1999
5. RENT
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The rent payable shall be L5,120 per month (plus VAT at the
prevailing rate) payable monthly in advance on the first day of
each month being inclusive of the Inclusive Services as set out
in the First Schedule
6. TENANT'S COVENANTS
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The Tenant covenants with the Landlord:-
6.1 to pay the rent and chargeable services reserved by this Lease
without any deduction by means of a Direct Debit authority
6.2 to pay the Landlord all costs and expenses (including legal costs
and surveyors' fees) which may be incurred by the Landlord in
connection with the recovery of arrears of rent or other monies
payable under this Lease or for the purposes of or incidental to
the preparation and service of any notices or proceedings under
section 146 of the Law of Property Xxx 0000 notwithstanding that
forfeiture may be avoided otherwise than by relief granted by the
Court
6.3 to keep the Premises and all Landlord's fixtures, fittings and
equipment in the same state of repair and condition as they are
now in as evidenced by the attached Schedule of Condition (fair
wear and tear excepted)
6.4 not to damage any of the decorations of the Premises or any of
the fixtures, fittings and equipment provided by the Landlord for
use by the Tenant
6.5 to permit the Landlord and those authorised by the Landlord to
enter the premises for any reasonable purpose, including in
connection with the maintenance, repair and alteration of the
Building or anything serving or running through the Building,
subject to the Landlord making good all damage thereby occasioned
to the Premises
6.6 not to make any alteration or addition to the Premises
6.7 to comply with all statutory requirements relating to the
Premises, including all town and country planning legislation
6.8 not to assign sublet or part with or share possession of the
whole or any part or parts of the Premises
6.9 not to display or affix any notice advertisement placard or name
plate to any part of the Premises or Building
6.10 not to use the Premises other than as high-class offices in
connection with the Tenant's business
6.10.1 not to do on the Premises or the Building anything which may be a
nuisance or annoyance or cause danger, injury or damage to the
Landlord or its tenants
6.10.2 not to invite the public generally to come to the Premises, and
not to use the Premises for a purpose which attracts casual
callers
6.11 not to do or omit anything whereby any policy of insurance on the
Premises or the Building may become void or voidable or otherwise
prejudiced, or whereby the premium may be increased
6.12 to pay VAT (or similar tax which shall replace VAT) on all
taxable supplies received by the Tenant pursuant to this Lease
and, if required by the Landlord, on the rent reserved
6.13 to comply with such regulations as the Landlord may from time to
time impose in relation to the use of the Premises, the use of
any toilets washrooms and kitchen facilities in the Building, the
management of the Building, or the provision of the Chargeable
Services
6 14 not to use the address of the Premises as the Tenant's registered
office
6.15 the Landlord shall retain a service retainer of L10,240 (already
held) on exchange of this Lease
6.16 if and whenever the Tenant fails to pay the rent or any other
monies due under this Lease on the due date (whether formally
demanded or not), the Tenant shall pay to the Landlord interest
at 5% above National Westminster Bank base rate from time to time
on such rent or other monies in arrears calculated from the due
date to the date of payment subject to a minimum of L200
6.17 to keep the Landlord indemnified from and against all expenses,
loss and claims arising from any breach of the Tenant's
obligations contained in this Lease, or from the use of the
Premises by the Tenant, or arising from any act, neglect or
default of the Tenant
6.18 not, without the previous written consent of the Landlord, to
install any fixtures, fittings or equipment in the Premises
6.19 not during the term of this Lease or for a period of 6 months
after the expiration or sooner determination of the term of this
Lease to employ (directly or indirectly) any person who has been
in the employment of the Landlord at the Building during the term
and if the Tenant breaches the provisions of this clause the
Tenant shall pay to the Landlord on demand by way of liquidated
damages an amount equal to 40% of the gross remuneration of such
employee
6.20 not to use any electrical appliance within the demised premises
which has not been tested on a regular basis in accordance with
The Electricity At Work Regulations (1989).
6.21 not bring any animal into the Premises or the Building
6.22 not to smoke in any part of the Building or Premises
7. LANDLORD'S COVENANTS
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The Tenant paying the rent reserved by this Lease and performing
and observing the obligations on the part of the Tenant contained
in this Lease, the Landlord agrees with the Tenant:-
7.1 that the Tenant may peaceably hold and enjoy the Premises during
the term without any interruption
7.2 to use reasonable endeavours to provide the Inclusive Services
7.3 to indemnify the Tenant against all business rates and water
charges payable in respect of the Premises
7.4 to refund the service retainer on the determination of this Lease
less any sums due to the Landlord pursuant to the provisions of
this Lease
7.5 to grant 24 hour access 7 days a week to the Building and
Premises
8. PROVISOS
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8.1 If and whenever the rent hereby reserved or made payable by the
Tenant or any part thereof shall be in arrears and unpaid for
seven days after the same shall have become due (whether the same
shall have been formally demanded or not) or if the Tenant shall
become bankrupt or shall have an interim receiver appointed or
shall enter into any arrangement or composition with his
creditors or being a company shall enter into liquidation (other
than a voluntary liquidation for the purpose of reconstruction or
amalgamation) have an administrative receiver appointed or an
administration order made against it or if the Tenant shall at
any time fail or neglect to perform or observe any of the
covenants conditions or agreements contained in this Lease and on
the part of the Tenant to be performed or observed then and in
such case and thenceforth it shall be lawful for the Landlord or
any person or persons duly authorised by the Landlord in that
behalf to re-enter into and upon the Premises or any part thereof
in the name of the whole and thereupon the term hereby created
shall absolutely determine but without prejudice to any right or
antecedent breach of any of the covenants by the Tenant contained
in this Lease
8.2 The Landlord shall not be liable or responsible for any loss
injuries or damage sustained by the Tenant or any invitee or
licensee of the Tenant (either personally or to their property)
and the Landlord shall not be liable to the Tenant for any damage
which may be caused by stoppage or defect of any plant or
machinery in or in service to the Premises or the failure of the
Landlord for reasons beyond the Landlord's reasonable control to
provide the Inclusive Services or for any loss or damage
occasioned by any errors or omissions arising from the provision
of the Inclusive Services and/or the Chargeable services
8.3 If the Premises or any part shall at any time be destroyed so as
to be unfit for occupation or use, then, save to the extent that
the insurance of the Premises shall have been vitiated or payment
of the policy monies refused by or in consequence of any act,
neglect, omission or default of the Tenant, the rent payable
pursuant to this
Lease, or a fair proportion thereof according to the nature and
extent of the damage sustained shall, from the date of such
damage or destruction, be suspended and cease to be payable
until the Premises shall have been rebuilt or reinstated and
made fit for occupation, and any dispute concerning this
provision shall be determined by an arbitrator in accordance
with the Arbitration Acts 1950 to 1979
8.4 The Landlord shall be entitled to discontinue the provision of
the Inclusive Services (including without limitation the
Telephone Answering Services) in respect of any period or periods
during which the Tenant shall be in breach of any of the
provisions of this Lease
8.5 Section 196 of the Law of Property Xxx 0000 (as to service of
notices) as amended by the Recorded Delivery Service Xxx 0000
shall apply to this Agreement
9. TENANT'S EFFECTS
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9.1 The Tenant irrevocably appoints the Landlord to be the Tenant's
agent to store or dispose of any effects left by the Tenant on the
Premises for more than seven days after the expiry or sooner
determination of the term subject to any conditions which the Landlord
thinks fit and without the Landlord being liable to the Tenant save to
account for the net proceeds of sale less the cost of storage (if any)
and any other expenses reasonably incurred by the Landlord
9.2 Any goods or other effects left at the Premises on or after the expiry
or sooner determination of the term shall be subject to a lien in
favour of the Landlord in respect of any liability of the Tenant
to the Landlord pursuant to or arising out of this Lease and the
Landlord shall have power to sell or otherwise dispose of all
such goods and effects on whatever terms the Landlord shall think
fit and to apply the net proceeds of such sale or disposal
towards satisfaction of such liability
Signed for and on behalf of
HQ EXECUTIVE OFFICES (UK) LIMITED
Signed for and on behalf of
NETOBJECTS LIMITED
FIRST SCHEDULE
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(Inclusive Services)
- Business rates
- Water rates
- Reception Services
- Telephone Answering Services
- Air-conditioning
- Lighting
- Electricity
- Cleaning
- Repair and Maintenance of the Building
- Insurance of the Building & Landlord's contents
- Subject to availability, courtesy Network access of two
hours per month, at other UK centres and eight hours per
month at all other world-wide centres in the HQ Business
Centre network (hours may not be carried forward if unused).
SECOND SCHEDULE
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(Chargeable Services)
- Secretarial Services
- Photocopying
- Use of Boardrooms
- Post Handling
- Telephone charges
- Facsimile
- Catering Services
