Sub-Lease Agreement
This agreement made in duplicate between:
T&W Consulting Inc.
(hereinafter known as "Lessor")
of the first part
-and-
Cavalacade of Sports Network Inc,
---------------------------------
(hereinafter known as "Lessee")
of the second part.
WHEREAS, it is agreed to by the parties that,
The Lessee wishes to sub-lease and occupy a portion of the office premises
leased by LESSOR, and, LESSOR desires to sub-lease such office space under the
terms and conditions noted below,
AND, the Lessee requests that LESSOR provide certain facilities and services to
the Lessee, and LESSOR desires to provide said facilities and services for an
agreed upon fee,
AND, in consideration of the promises, covenants and agreements contained
herein, and other good and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, it is hereby agreed between the parties hereto as
follows:
1.0 Definitions
1.1 "The premises" refers to the office and associated common area as shown
in Schedule "A" hereto. The address of the premises described herein
#310, 7272 Wisconsin Avenue, Bethesda, Maryland, 20814 USA.
1.2 "The Master Lease" shall refer to the lease agreements) in force
between LESSOR and it's landlord(s), specifically including all terms
and conditions thereof.
1.3 The "Furniture" and "Facilities" refers to those items described in
Schedule "B" attached hereto.
1.4 The "Services" refers to those services described in Schedule "C"
attached hereto.
1.5 "Confidential Information" will mean all business information related
to either LESSOR'S business or Lessee's business, including but not
limited to clients, prospects, suppliers, trade secrets, software and
business practices.
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2.0 Termination of Agreement
2.1 The Lessee as part of this Agreement, agrees to be bound by all terms
and conditions agreed to by LESSOR as part of the Master Lease.
Further, the Lessee acknowledges receipt of a copy of the Master Lease
documents.
2.2 This agreement shall remain in full force and effect unless terminated
by either party as provided for herein.
2.3 This Agreement shall immediately terminate upon the termination, for
whatever reason, of the Master Lease agreement
2.3 Notwithstanding 2.3 above, this agreement can be terminated by either
party with thirty (30) days notice, in writing, to the other party. It
is understood and acknowledged that the intent and effect of this
condition is to make this agreement a "month-to-month" sub-lease.
3.0 The Premises
3.1 The premises are sub-leased on an "as is" basis. Any improvements,
changes or modifications to the premises must be agreed to, in advance,
in writing, by LESSOR and must comply with the terms of the Master
Lease. Any arid all casts for such modifications shall be the sole
responsibility of Lessee.
3.2 It is specifically agreed between the parties hereto that this is a
sub-lease arrangement only and that no other contractual or ownership
relationship, beneficial or otherwise, exists between the parties.
3.3 The furniture and equipment described on Schedule "B" hereto shall be
considered as part of the sub-lease with the express understanding that
this furniture and equipment is and shall remain the sole and exclusive
property of LESSOR.
3.4 LESSOR shall provide the office space as described in Schedule "A. The
Lessee is responsible for all other telephone costs including, but not
limited to, line charges, directory charges, installation fees and any
and all costs arising from the installation or modification of
telephone equipment or circuits.
4.0 Limitations of Liability
4.1. LESSOR does not guarantee results but warrants to act in a professional
manner for all services provided. All conditions, warranties or
representations, either express or implied (by statute or otherwise),
relating to the accuracy of description, merchantability or fitness for
purpose or otherwise in relation to the performance of services
hereunder are expressly excluded.
4.2. LESSOR shall not be responsible or liable in any way whatsoever for its
failure to perform its obligations hereunder during any period in which
performance is prevented or hindered by acts or omissions of Lessee or
any other party involved in provision of services, equipment or
software, or by acts of God, fire, flood, war, embargo, strikes, labour
disturbances, explosion, riots, arid laws, rules, regulations and
orders of any governmental authority or any other contingency beyond
the reasonable control of LESSOR.
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5.0 Confidentiality
5.1 LESSOR will instruct its employees and agents to use the same care and
discretion with Lessee's confidential information that they, use with
LESSOR'S confidential information. Lessee will instruct their employees
and agents to use the same care and discretion with LESSOR'S
confidential information as they use with Lessee's confidential
information.
5.2 Neither party will be liable for disclosing of any confidential
information received by that party under this agreement if:
o the information is generally available or known to the public
OR
o the information was previously known by the receiving party OR
o the information was independently developed by the receiving
party outside of the scope of this agreement
OR
o the information was disclosed to the receiving party by a
third party.
6.0 LESSOR Staff
6.1 LESSOR's staff are not nor will they be deemed to be at any time during
the term of this agreement the employees or agents of Lessee.
6.2 LESSOR will have the sole right to designate which of its staff will
perform any of the services required under this agreement.
6.3 Lessee agrees that neither it nor its subsidiaries or other affiliated
companies will directly or indirectly solicit for employment, employ,
or otherwise retain staff of LESSOR during the term of this agreement
or for a period of one (1) year after termination of this agreement.
This requirement may be waived if both parties agree in writing.
7.0 General
7.1 LESSOR and Lessee will not be liable for delays or failures in
performing duties arising from
o fire, explosion, flood, epidemic, or other act of God
OR
o any act, failure to act, or delay in acting by a government
agency
OR
o strike, riot, insurrection, or other civil disturbance OR o
breakdown of essential machinery or equipment
OR
o transportation delays OR o other events not reasonably in
their control. In the event of such a delay, the time for
performance will be extended by a period equal to the time
lost because of the delay.
7.2 Neither party will assign this agreement or any rights herein under
without the prior written consent of the other party. Such consent will
not be unreasonably withheld. Any purported assignment without such
consent will be null and void.
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7.3 All notices in this agreement will be in writing.
7.4 This Agreement and Schedules affixed hereto constitute the entire
agreement between the parties, there are no oral representations,
statements, warranties, undertakings or agreements between the parties
modifying the provisions of this agreement and this agreement shall not
be modified in whole or in part, except by an agreement in writing
signed by both parties.
7.5 The terms and provisions of this Agreement shall enure to the benefit
of and be binding upon the parties hereto together with their
respective heirs, executors, administrators and assigns.
7.6 If any provision of this Agreement shall be held for any reason to be
unenforceable, the unenforceable portion shall be deemed severable and
the remainder of the article or any portion of this Agreement shall
nevertheless remain in full force and effect.
7.7 This Agreement and the covenants and warranties herein shall be
governed by the laws of Canada and the Province of Alberta.
7.8 The parties shall execute and do all such further deeds, documents and
things as may be necessary to carry the provisions of this Agreement
into full force and effect. Both parties covenant to act in good faith
under the terms of this agreement.
8.0 Fees
4.3. The premises as noted in Schedule "A" shall be sub-leased to the Lessee
at a total, all inclusive cost of USD$1,500 (fifteen hundred dollars)
per month, due and payable via wire transfer on the 15 of each month.
4.4. The Lessee agrees to pay first and last month's rent as a deposit to
the Lessor.
8.3 Consumable items such as telephone and line charges, fax, photo-copies
and other items, if any, shall be invoiced at cost plus 5%. These items
will be invoiced monthly and shall be due and payable upon receipt.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed this
1st day of June, 2000.
T & W Consulting Inc. CAVALCADE OF SPORTS NETWORK INC.
/s/ Todd Violette
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Told Violette
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Printed Name & Title Printed Name & Title
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Schedule A
Sub-leased Premises
One 10'x12' office, and associated common area, located as diagrammed below.
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Schedule B
Furniture and Facilities
The office shall be furnished in an equivalent style and quality to the
remainder of the Lessor's office space, including a desk, desk chair and visitor
chairs.
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Schedule C
Services
The Lessor agrees to provide reception services including telephone answering,
mail forwarding and other services requested from time to time.
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