Docugami/dfm-csl-large-benchmark huggingface dataset:
For purposes of this Agreement, “Confidential Information” means any information or materials disclosed by one party to the other party that: (i) if disclosed in writing or in the form of tangible materials, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary.

Section label: Definition of Confidential Information
Entire Agreement. This Agreement, together with the Purchase Agreement, the other Ancillary Agreements and the Confidentiality Agreement, contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof. In the event of any inconsistency between this Agreement and the Purchase Agreement, the terms of the Purchase Agreement shall control. The Exhibits set forth below are incorporated by reference into and shall form part of this Agreement. No other terms and conditions in any document, acceptance, or acknowledgment shall be effective or binding unless expressly agreed to In writing.

Section label: Entire Agreement
Tenant covenants that Tenant shall use and occupy the Premises solely as a first class high quality café, coffee shop, and restaurant with full table service for all day breakfast, lunch and dinner and other uses incidental thereto, including the sale of liquor with the required license, and for no other purpose unless approved in writing by Landlord at all times. Tenant shall not have the right to operate its business in the Premises except between the hours of 7:00 A.M. through 2:00 A.M.

Section label: Use of Premises Timings
(i)        were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving party;



(ii)        were rightfully known by the receiving party prior to receiving such information or materials from the disclosing party;



(iii)        are rightfully acquired by the receiving party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the disclosing party;

Section label: Publicly Known Information
Tenant shall give notice to Landlord, promptly after Tenant learns thereof, of (i) any accident in or about the Demised Premises resulting in material injury to person or property, (ii) all fires and other casualties within the Demised Premises, (iii) all material damages to or defects in the Demised Premises, including the fixtures, equipment and appurtenances thereof for the repair of which Landlord might be responsible, and (iv) all damage to or defects in any parts or appurtenances of the Building’s sanitary, electrical, heating, ventilating, air conditioning, elevator and other systems located in or passing through the Demised Premises or any part thereof.

Section label: Notification of Accidents
Tenant agrees that, notwithstanding any other provision of this Lease, Landlord shall not be under any personal liability under this Lease and, if Landlord defaults hereunder, Tenant shall look solely to the interest of Landlord or its successor in the Premises for the satisfaction of any judgment or other judicial process requiring the payment of money by Landlord based upon any default hereunder, and no other assets of Landlord or any such successor shall be subject to levy, execution, or other enforcement procedure for the satisfaction of any such judgment or process. Upon any conveyance or transfer of the Building, the transferor shall be relieved from all liability hereunder.

Section label: No Personal Liability
Tenant, at Tenant's sole cost and expense, shall be responsible for the removal and disposal of all of garbage, waste, and refuse from the Premises on a daily basis. Tenant shall cause all garbage, waste and refuse to be stored within the Premises until thirty (30) minutes before closing, except that Tenant shall be permitted, to the extent permitted by law, to place garbage outside the Premises after the time specified in the immediately preceding sentence for pick up prior to 6:00 A.M. next following. Garbage shall be placed at the edge of the sidewalk in front of the Premises at the location furthest from the main entrance to the Building or such other location in front of the Building as may be specified by Landlord.

Section label: Garbage Removal and Disposal
(a)   Whether or not the proposed assignment or sublease is finalized, Tenant shall pay Landlord the minimum sum of $750.00 to reimburse Landlord for the administrative costs of review and processing of Tenant’s proposed assignment or sublease, in each instance; and if, in connection therewith, Landlord incurs expenses in excess of said $750.00 amount, including but not limited to reasonable expenses for attorneys’ fees and disbursements, architectural fees, engineering or other professional fees, then Tenant shall pay Landlord the amount of such excess fees as additional rent within ten (10) days of Landlord’s submission to Tenant of bills for same. Upon submission to Landlord of Tenant’s request for consent to an assignment or sublease, Tenant shall deliver to Landlord a bank check payable to Landlord in the sum of $3,500.00 (“Application Costs Prepayment”) which shall be applied to Landlord’s legal fees and other costs incurred in connection with Landlord’s review and processing of Tenant’s request for 









 consent to such assignment or sublease. In the event that Landlord’s costs in this regard are less than such Application Costs Prepayment, Landlord will refund to Tenant the difference between Landlord’s costs incurred and the amount of the Application Costs Prepayment.

Section label: Application Costs Prepayment
Upon the expiration or termination of the term of this Lease, the Tenant shall remove all signs and other installations installed by Tenant, if any, at its sole cost and expense and shall, at its sole cost and expense, repair any damage to the Building caused by the installation or removal of any such signs or other installations and restore the Building to a satisfactory condition to make it as if no sign or other installations had been placed thereon. In the event that the Tenant violates any of the provisions of this Article, the Landlord may remove the subject items without any liability to the Tenant and may charge the Tenant all of the Landlord’s costs and expenses incurred in connection with the removal and disposal of such items, and the repair of the part of the Building to which such items were attached.

Section label: Sign Removal and Repair
possible. Disposal of this product, solutions and any by-products should at all times comply with the requirements of environmental protection and waste disposal legislation and any regional local authority requirements. Dispose of surplus and non-recyclable products via a licensed waste disposal contractor. Waste should not be disposed of untreated to the sewer unless fully compliant with the requirements of all authorities with jurisdiction. Waste packaging should be recycled. Incineration or landfill should only be considered when recycling is not feasible. This material and its container must be disposed of in a safe way. Empty containers or liners may retain some product residues. Avoid dispersal of spilled material and runoff and contact with soil, waterways, drains and sewers.

Section label: Disposal Requirements
If the Client desires to initiate changes to the SOW, it shall submit to Company a written request to do so. The request will set forth the nature of the Company’s proposed changes to the SOW. Contractor shall complete and return to the Company a written document (“Change Order”) setting forth (i) a written description of the changes to the SOW, (ii) any changes to the schedule, (iii) any changes or additions to the Deliverables and (iv) any changes or additions to the fees.

Section label: Change Order Request
STATE OF NEW YORK ) 

 ) ss.: COUNTY OF NEW YORK ) 



 On the day of , October in the year 2021, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me, on the basis of satisfactory evidence, to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. 



                               Notary Public

Section label: State Officer Endorsement
On November 28,, 2007, at 1800 UTC, a Cirrus Design Corporation SR-20, N141CD, serial number 1032, while on approach for landing at Jaleg, Schleswig-Holsteinschen, Germany, struck power lines and subsequently impacted terrain. The airplane was destroyed and the private pilot, the sole person on board the airplane, was fatally injured. Instrument meteorological conditions prevailed at the time of the accident. The cross-country ferry flight originated in the Netherlands and was en route to Sylt, Germany.

           This investigation is under the jurisdiction and control of the German government. Any further information may be obtained from:

           German Federal Bureau of Aircraft Accidents Investigation Bundesstelle fur Flugenfallensuchung (BFU)

           Herman-Blenk Strasse 16 38108 Braunschweig

Section label: Accident Summary
Tenant, at its sole cost and expense, agrees to use all reasonable diligence in accordance with the best prevailing methods for the prevention and extermination of vermin, rats, and mice, mold, 





 fungus, allergens, bacteria and all other similar conditions in the Premises. Tenant, at Tenant's expense, shall cause the Premises to be exterminated from time to time to the reasonable satisfaction of Landlord and shall employ licensed exterminating companies. Landlord shall not be responsible for any cleaning, waste removal, janitorial, or similar services for the Premises, and Tenant shall not be entitled to seek any abatement, setoff or credit from the Landlord in the event any conditions described in this Article are found to exist in the Premises.

Section label: Vermin Extermination
A term commencing on the Commencement Date and continuing for 96 full calendar months (plus any partial calendar month in which the Commencement Date falls), as extended or sooner terminated under the terms of this Lease. If the Commencement Date falls on a day other than the first day of a month, then for purposes of calculating the length of the Lease Term, the first month of the Lease Term shall be the month immediately following the month in which the Commencement Date occurs. Tenant shall pay prorated Rent calculated on a per diem basis for the partial month in which the Commencement Date occurs at the rate in effect for the first month of the Lease Term for which Rent has not been abated or reduced (i.e., $33.82 per square foot).

Section label: Lease Term
No such assignment or transfer, irrespective of any consent by Landlord, shall be effective unless the assignee shall execute, acknowledge and deliver to Landlord a recordable agreement, in form and substance satisfactory to Landlord, whereby the assignee shall assume the obligations and performance of this Lease and shall agree to be bound by all of the terms, covenants and conditions of this Lease, including restrictions on use, to be observed, performed or complied with by Tenant, and whereby the assignee shall agree that the provisions of this Article shall continue to be binding upon it in the future notwithstanding such assignment or transfer. No sublease shall be effective, irrespective of any consent of Landlord, unless the subtenant shall execute and deliver to Landlord a recordable agreement, in form and substance satisfactory to Landlord, whereby the subtenant agrees to comply with all applicable terms, covenants and conditions of this Lease, including restrictions on use, to be complied with by Tenant hereunder.

Section label: Assignee/Subtenant Agreement
Carrier, by accepting Shipper’s Commodities for transportation, whether or not by signing an

                       original Bill of Lading or accepting an electronic shipping document in lieu of an original Bill of Lading, acknowledges that the Commodities are in good condition except for any exceptions written on these documents. All shipments shall be transported under the bill of lading utilized by Shipper or such other documents that Shipper and Carrier may mutually agree in writing to use. To the extent the terms and conditions of any bill of lading, purchase order, invoice or other document or instrument conflict with any provision of this Agreement, the terms of this

Section label: Shipping Documents
In the event the fixed annual rent or additional rent or any part thereof provided to be paid by Tenant under the provisions of this Lease during the demised term shall become uncollectible or shall be reduced or required to be reduced or refunded by virtue of any Federal, State, County or City law, order or regulation, or by any direction of a public officer or body pursuant to law, or the orders, rules, code or regulations of any organization or entity formed pursuant to law, whether such organization or entity be public or private, then Landlord, at its option, may at any time thereafter terminate this Lease, by not less than thirty (30) days written notice to Tenant, on a date set forth in said notice, in which event this Lease and the term hereof shall terminate and come to an end on the date fixed in said notice as if the said date were the date originally fixed herein for the termination of the demised term. Landlord shall not have the right so to terminate this Lease if Tenant within such period of thirty (30) days shall in writing lawfully agree that the rentals herein reserved are a reasonable rental and agree to continue to pay said rental, and if such agreement by Tenant shall then be legally enforceable by Landlord.

Section label: Rent Reduction Termination
(iii) If Tenant timely disputes Landlord’s Determination and if the final determination of the Fair Market Minimum Annual Rent shall not be made on or before the first day of the subject Renewal Term then, pending such final determination, Tenant shall pay, as Rent for the subject Renewal Term, an amount equal to Landlord’s Determination. If, based upon the final determination of the Fair Market Minimum Annual Rent, the Rent payments made by Tenant for such portion of the subject Renewal Term were (i) less than they should have been, then Tenant shall pay to Landlord the amount of such deficiency within ten (10) business days after demand therefor, or (ii) greater than they should have been, then Landlord shall credit the amount of such excess against installments of Rent next coming due. 



         Time shall be of the essence with respect to all obligations under this Article 72.

Section label: Fair Market Rent Determination
Glipizide 5 mg BID (diabetes) – sulfonylurea for treatment of diabetes Omecprazole (Prilosec) 20 mg daily (reflux) – PPI for treatment of ulcers Gabapentin (Neurontin) 100 mg qhs – modulates release of neurotransmitters to treat

                        diabetic neuropathy Metformin 500 mg qam – biguanide used to treat diabetes Aspirin 81 mg qam - prophylaxis for MI and TIA Servant 1puff bid -

Section label: Prescribed Medications
Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding elements or materials provided by Client and incorporated into the Deliverable. Additionally, Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding Client’s unauthorized use of any music, images, or other materials comprising the Deliverable.

Section label: Client Indemnification
Commercial Property Program

       Policy Number

           Y-630-001

       Effective

           05/29/2021 – 05/29/2022

       Insuring Company

           THE INSURANCEA INDEMNITY COMPANY

       Automobile

       Policy Number

         BA-001

       Effective

         05/29/2021 – 05/29/2022

       Insuring Company

         THE INSURANCEA INDEMNITY COMPANY OF AMERICA

       Umbrella

       Policy Number

          CUP-001

       Policy Term

          05/29/2021 – 05/29/2022

       Insuring Company

          INSURANCEA PROPERTY CASUALTY COMPANY OF AMERICA

      Locations schedule

       630 - 001 – Commercial Property Program

        LOC/BLDG

        DESCRIPTION

           ADDRESS

        1/1

        OFFICE

           STE 400, HOUSTON, TX, 77042

        2/2

        OFFICE

           Ave, HOUSTON, TX, 77042

        3/3

        VACANT BLDG

           AVE, HOUSTON, TX, 77042

        3/4

        PARKING GARAGE

           AVE, HOUSTON, TX, 77042

        4/5

        OFFICE

           AVE, HOUSTON, TX, 77042

        4/6

        PARKING GARAGE

           AVE, HOUSTON, TX, 77042

        5/7

        OFFICE

           AVE, HOUSTON, TX, 77082

        6/8

        OFFICE

           AVE, BLDG 1, HOUSTON, TX, 77082

        6/9

        PARKING GARAGE

           AVE, BLDG 2, HOUSTON, TX, 77082

        7/10

        OFFICE

           AVE, HOUSTON, TX, 77082

        8/11

        OFFICE

           FRWY, BLDG 1, HOUSTON, TX, 77036

        8/12

        PARKING GARAGE

           FRWY, BLDG 2, HOUSTON, TX, 77036

        8/13

        DRIVE THRU BANK

           FRWY, BLDG 3, HOUSTON, TX, 77036

        9/14

        OFFICE

           DR, BLDG 1, HOUSTON, TX, 77082

        9/15

        PARKING GARAGE

           DR, BLDG 2, HOUSTON, TX, 77082

        10/16

        OFFICE

           RD, SPRING, TX, 77380

        11/17

        OFFICE

           RD, SPRING, TX, 77380

        12/18

        OFFICE

           FRWY, SPRING, TX, 77379

        13/19

        OFFICE

           18311-18419, SPRING, TX, 77379

        14/20

        OFFICE

           RD, HOUSTON, TX, 77082

Section label: Insurance Policy and Locations
Extends length of non-owned watercraft covered to less than 51 feet

  Property Damage to Borrowed Equipment and Customer’s Goods

  Increases limit to $10,000

                                                Increases limit for cost of bail bonds to $2,500, and for all reasonable expenses and loss of earnings to $500 per day

  Supplementary Payments

  Unintentional Failure to Disclose Hazard

  Allows for unintentional failure disclose hazards policy period

                                                             beginning

                                                                         the

Section label: Coverage Enhancements
Company shall provide Client with software, technical support, product management, development, and testing services (“Services”) to the Client as described on one or more Statements of Work signed by Company and Client that reference this Agreement (“SOW” or “Statement of Work”). Company shall perform Services in a prompt manner and have the final product or service (“Deliverable”) ready for Client no later than the due date specified in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the Change Order process defined in the applicable SOW. Client shall assist Company by promptly providing all information requests known or available and relevant to the Services in a timely manner.

Section label: Service Description
Tenant expressly recognizes that Tenant’s due and punctual performance of all of its obligations under this Lease throughout the term thereof is of paramount importance to Landlord and, without limiting the provisions of Article 17, Tenant agrees that, if Tenant shall default (a) in the timely payment of fixed rent or additional rent and such default shall continue beyond the 10 day grace period and repeated in two consecutive months or for a total of four months in any period of twelve consecutive months, or (b) in the timely performance, beyond any applicable cure period, of any other obligations of Tenant under this Lease and such default shall occur more than two (2) times in any period of twelve months, then s, any further similar default shall be deemed to be deliberate and Landlord thereafter may either (i) serve a three (3) day notice of cancellation of this Lease as and with the

Section label: Deliberate Default Notice
If Tenant timely exercises this Renewal Option, Landlord shall notify Tenant (the “Rent Notice”) at least one hundred twenty (120) days before the Expiration Date of Landlord’s determination of the Fair Market Minimum Annual Rent and Landlord’s calculation of the Rent payable during the first year of the Renewal Term and during each successive year of the Renewal Term in accordance with the formula set forth above (“Landlord’s Determination”). Tenant shall notify Landlord (“Tenant’s Notice”), within thirty (30) days after Tenant’s receipt of the Rent Notice, whether Tenant accepts or disputes Landlord’s Determination, and if Tenant disputes Landlord’s Determination, Tenant’s Notice shall set forth Tenant’s determination of the Fair Market Minimum Annual Rent and Tenant’s calculation of the Rent payable during the first year of the Renewal Term and during each successive year of the Renewal Term in accordance with the formula set forth above (“Tenant’s Determination”). If Tenant fails to give Tenant’s Notice within such thirty (30) day period, Tenant shall be deemed to have accepted Landlord’s Determination.

Section label: Rent Determination Process
Tenant also covenants to pay, from time to time as provided in this Lease, as additional rent: all other amounts and obligations which Tenant assumes or agrees to pay under this Lease; a “Late Charge” equal to five percent (5%) of the overdue payment of any item of fixed or additional rent not paid within ten (10) days after the date when due (or, if a demand therefor is required by the provisions of this Lease, within ten (10) days after the date of such demand), which Late Charge shall be payable as additional rent. In the event of any failure on the part of Tenant to pay any additional rent, Landlord shall have all the rights, powers and remedies provided for in this Lease, at law, in equity or otherwise, in the case of nonpayment of fixed rent. Nothing herein shall be construed to extend the due dates of Tenant's payments under this Lease, or to waive any rights or remedies of Landlord in the event of Tenant's late payment. Tenant's obligations to pay fixed rent and additional rent shall survive the expiration of the Lease term or earlier termination of this Lease.

Section label: Late Payment Penalty
2.   Grant of License and Reservation of Ownership. Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Software and Related Materials at the site referred to in Schedule A hereto and otherwise pursuant to the terms of this Agreement. Licensor retains title and exclusive ownership of any and all copies of the Software and Related Materials licensed hereby. Licensee agrees to use its best efforts to protect the Software and Related Materials from unauthorized use, reproduction, distribution or publication.

Section label: License Grant
Coverage and amendments

         DESCRIPTION

              FORM NUMBER

         MORTGAGEE HOLDER SCHEDULE

            DX 00 01 07 94

         DELUXE PROP COV PART SCHED-SPECIF LIMITS

            DX 00 03 07 94

         TABLE OF CONTENTS - DELUXE PROP COV PART

            DX 00 04 11 12

         TEXAS CHANGES

            DX 00 09 05 13

         TX CHANGES - CANCEL AND NONRENEWAL

            DX 01 71 12 19

         DELUXE PROP COV PART DECLARATIONS

            DX T0 00 11 12

         DELUXE PROPERTY COVERAGE FORM

            DX T1 00 11 12

         DELUXE BI (AND EE) COVERAGE FORM

            DX T1 01 11 12

         CAUSES OF LOSS-EARTHQUAKE

            DX T3 01 11 12

         CAUSES OF LOSS - BROAD FORM FLOOD

            DX T3 02 11 12

         CAUSES OF LOSS-EQUIPMENT BREAKDOWN

            DX T3 19 11 12

         PROTECTIVE SAFEGUARDS

            DX T3 41 11 12

         LOSS PAYABLE PROVISIONS

            DX T3 79 11 12

         UTILITY SERVICES-DIRECT DAMAGE

            DX T3 85 11 12

         UTILITY SERVICES-TIME ELEMENT

            DX T3 86 11 12

         ELECTRONIC VANDALISM LIMITATION ENDT

            DX T3 98 04 02

         FEDERAL TERRORISM RISK INSURANCE ACT DIS

            DX T4 02 01 21

         CRIME ADDITIONAL COVERAGE

            DX T4 15 11 12

         WINDSTORM OR HAIL-SUBLIMIT OF INS

            DX T4 98 11 12

Section label: Insurance Coverage Forms
Limitation of Liability. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section label: No Indirect Damages
Each party agrees: (i) to maintain the other party's Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose except for the Purpose. Each party may disclose the other party’s Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose and for no other purpose; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other party’s Confidential Information as those set forth in this Agreement.

Section label: Confidentiality Protection Agreement
The Limits of Insurance, Coverage Period and Coverage Radius shown in the left column are included in the coverage form and apply unless a revised Limit of Insurance, Coverage Period, Coverage Radius or Not Covered is shown under the column on the right. The Limits of Insurance apply in any one occurrence unless otherwise stated.

                                                                             LIMITS OF

              REVISED LIMITS

                                                                  INSURANCE, COVERAGE

              OF INSURANCE,

                                                                  PERIOD OR COVERAGE

         COVERAGE PERIOD OR

                                                                               RADIUS

           COVERAGE RADIUS

        Business Income from Dependent Property

            At Premises Within the Coverage Territory

                  $100,000

            At Premises Outside of the Coverage Territory

                  $100,000

        Civil Authority

            Coverage Period

                   30 days

            Coverage Radius

                  100 miles

        Claim Data Expense

                   $25,000

        Contract Penalties

                   $25,000

        Extended Business Income

            Coverage Period

                  180 days

        Fungus, Wet Rot or Dry Rot – Amended Period of Restoration

            Coverage Period

                   30 days

        Green Building Alternatives – Increased Period of Restoration

            Coverage Period

                   30 days

        Ingress or Egress

                   $25,000

            Coverage Radius

                     1 mile

        Newly Acquired Locations

                  $500,000

        Ordinance or Law - Increased Period of Restoration

                  $250,000

        Pollutant Cleanup and Removal – Annual Aggregate

                   $25,000

        Transit Business Income

                   $25,000

        Undescribed Premises

                   $25,000

Section label: Business Income Coverage Limits
To the best of our knowledge, the information contained herein is accurate. However, neither the above- named supplier, nor any of its subsidiaries, assumes any liability whatsoever for the accuracy or completeness of the information contained herein. Final determination of suitability of any material is the sole responsibility of the user. All materials may present unknown hazards and should be used with caution. Although certain hazards are described herein, we cannot guarantee that these are the only hazards that exist. Particularly this information may not be valid for such material used in conjunction with any other materials or in any process, unless specified in the text.

Section label: Disclaimer
All machines and equipment installed in the Premises shall be properly shielded and placed, equipped, installed and maintained by Tenant so as to eliminate the transmission of noise, vibration or electricity or other interference with other occupants of the building and/or neighboring buildings. Tenant shall not move any equipment or bulky matter in or out of the building without Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned and Tenant shall repair any damage caused by such movement at Tenant's expense.

Section label: Noise and Equipment Restrictions
2. Onsite Services.

                                           2.1 Onsite visits will be charged on a daily basis (minimum 8 hours).

                                           2.2 Time and expenses will be charged based on actuals unless otherwise described in an Order Form or accompanying SOW.

                                           2.3 All work will be executed during regular working hours Monday-Friday 0800-1900. For work outside of these hours on weekdays, Company will charge one hundred fifty percent (150%) of the regular hourly rate and two hundred percent (200%) for Saturdays, Sundays and public holidays applicable to Company.

                                           2.4 If scheduled onsite visits are cancelled less than ten (10) working days in advance of the scheduled date, Company is entitled to charge fifty percent (50%) of the expected revenue associated with this onsite activity as compensation.

Section label: Onsite Services
All insurance policies shall be written with insurance companies acceptable to Landlord having coverage limits required by this article, and having a policyholder rating of at least "A-" and a financial size category of at least "Class "XII" as rated in the most recent edition of "Best's Key Rating Guide" for insurance companies. The commercial general liability, commercial automobile liability, and excess liability insurance policies shall name the Landlord Parties as additional insureds (on ISO CG 20 11 04 13 or equivalent for the commercial general liability policy) and require prior notice of cancellation to be delivered in writing to Landlord within the time period applicable to the first named insured. The commercial general liability, commercial automobile liability, and excess liability policies shall include an unmodified Separation of Insureds provision. The following exclusions/limitations or their equivalent(s) are prohibited: Contractual Liability Limitation CG 21 39; Amendment of Insured Contract Definition CG 24 26; any endorsement modifying the Employer's Liability exclusion or deleting the exception to it; any "Insured vs. Insured" exclusion except Named Insured vs. Named Insured; and any Punitive, Exemplary, or Multiplied Damages exclusion. Tenant shall furnish evidence that it maintains all insurance coverages required under this Lease (ACORD 25 for liability insurance and the ACORD 28 for Commercial Property Insurance, with copies of declaration pages, schedule of forms, and endorsement pages for each required policy) at least ten days before entering the Premises for any reason. The ACORD 25 Form Certificate of Insurance for the liability insurance policies shall specify the policy form number and edition date and shall have attached to it a copy of the additional insureds endorsement listing the Landlord Parties. Coverage amounts for the liability insurance may be increased periodically in accordance with industry standards for similar properties.

Section label: Insurance Requirements
Medical History:

                 +CAD w/ Left heart cath in 2005 showing 40% LAD, 50% small D2, 40% RCA and 30% large OM; 2006 TTE showing LVEF 60-65% with diastolic dysfunction, LVH, mild LA dilation +Hyperlipidemia +HTN

                 +DM 2, last A1c 6.7 in 9/2005 +Asthma/COPD +GERD +h/o iron deficiency anemia

Section label: Cardiovascular and Metabolic Conditions
46. Work To Be Performed and Water Charges 



 Landlord shall perform no work to prepare the Premises for the Tenant’s occupancy, except that Landlord shall deliver the Premises free of any hazardous materials and with no outstanding construction liens or violations. 



 Tenant shall maintain the submeter to register Tenant’s water consumption at Tenant’s sole cost and expense in good working order and repair, and Tenant shall pay for water consumed as shown on said water meter (“Base Water Charge”), plus Tenant’s Share of the cost of having the water meter read by a water meter reading company, within five (5) days of delivery by Landlord of a bill therefor. Tenant shall pay Tenant’s Share of sewer rent charges and assessments, if any, for the premises within five (5) days of delivery by Landlord of a bill therefor, which shall be additional rent. 



 If not already existing, Tenant shall install a backflow prevention device that is approved by the City Department of Environmental Protection (DEP) to prevent contaminated water or chemicals from flowing back into the public drinking supply, and in connection with such installation, Tenant shall comply with all provisions set forth elsewhere in this Lease. Tenant shall pay to Landlord as additional rent annually during the term of this Lease Tenant’s Share of Landlord’s costs and expenses for maintenance, inspection, certifications, testing and to comply with all other requirements of DEP with regard the backflow prevention device servicing its Premises. Such additional rent shall be paid within twenty (20) days after demand thereof by the Landlord and shall be collectible as additional rent. Bills for same submitted by Landlord shall be conclusive evidence of the amount of such costs and expenses and shall be used for the calculation of the amounts to be paid by the Tenant.

Section label: Water Meter Maintenance and Payment
4. Hours of Operation



5.

Travel. If the Deliverable will be completed according to a fixed price SOW and travel is required, then Client must sign the Agreement and SOW and pay required Deposit at least 30 days prior to proposed travel. If the Agreement and SOW are not signed and Deposit is not received at least 30 days prior to proposed travel, Company reserves the right to amend the SOW estimate solely with regard to travel and lodging expenses so that the SOW estimate reflects actual costs incurred by Company.

         •    Engineering:



                •    Monday-Friday 6AM-6PM PST



                •    engineering@digitalmemex.com



                •    (206) 684-8889





         •    Support:



                •    24 x 7 x 365



                •    support@digitalmemex.com



                •    (206) 684-8888

Section label: Hours of Operation
Company will maintain during the entire Term of this Agreement, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII authorized to do business in the jurisdictions where the Company services are to be performed.

      (a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Client.

      (b) Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident.

      (c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.

      (d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $5,000,000 per occurrence and in the aggregate.

      (e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate.

      (f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.

Section label: Commercial Insurance Requirements
Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required.

Section label: Assignment, Waivers & Amendments
Claim Services:

        InsuranceA has over 11,000 highly trained Claim professionals located across the

        U.S. Our local field representatives are supported by teams of dedicated customer service, catastrophe response, legal, medical, investigative, engineering, and large loss experts. Technology claims can be complex and expensive. We’ll help you manage claims to control your total risk-related costs.

        https://www.InsuranceA.com/claims

Section label: Insurance Claim Services
Tenant agrees to wash the storefront, including the bulkhead and security gate, from the top to the ground, monthly or more often as Landlord reasonably requests and make all repairs and replacements as and when deemed necessary by Landlord, to all windows and plate and other glass in or about the Premises and the security gate, if any. In case of any default by Tenant in maintaining the storefront as herein provided, Landlord may do so at its own expense and bill the cost thereof to Tenant as additional rent.

Section label: Storefront Maintenance
001

      10/13

     0

          BUSINESS AUTO COVERAGE FORM

         121

      02/99

     0

          LIMITED MEXICO COVERAGE

          196

      10/13

     0

          TEXAS CHANGES

          243

      11/13

     1

          TEXAS CHANGES - CANCELLATION AND NONRENEWAL

          384

      10/13

     0

          EXCLUSION OF TERRORISM

          017

      11/98

     1

          COMMON POLICY CONDITIONS

          021

      09/08

     0

          NUCLEAR ENERGY LIABILITY EXCLUSION

          278

      12/13

     0

          IMPORTANT NOTICE FAIR CREDIT REPORTING ACT

          158

      05/20

     0

          TEXAS CONSUMER PROTECTION NOTICE

          913

      05/20

     0

          TEXAS LOSS CONTROL SERVICES

Section label: Policy Endorsements
Methods and materials for containment and cleaning up

                 Small spill

                            :

                  Move containers from spill area. Vacuum or sweep up material and place in a designated, labeled waste container. Dispose of via a licensed waste disposal contractor.

                 Large spill

                            :

                  Move containers from spill area. Prevent entry into sewers, water

                  courses, basements or confined areas. Vacuum or sweep up material and place in a designated, labeled waste container. Dispose of via a licensed waste disposal contractor. Note: see Section 1 for emergency

                MOTOR RED II

                Version Number 1.3

                                                  Page 5 of 14

                Revision Date 12/10/2015

                                        Print Date 12/11/2015

                                                        contact information and Section 13 for waste disposal.

                Section 7. Handling and storage

Section label: Spill Cleanup Procedures
The provisions of this Article are in addition to all other rights or remedies available to Landlord for nonpayment of fixed rent or additional rent under this Lease and at law and in equity. Tenant further agrees that the Late Charge imposed is fair and reasonable, complies with all laws, regulations and statutes, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of rent to Landlord by Tenant. Tenant further agrees that the Late Charge assessed pursuant to this Lease is not interest and the Late Charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant or a penalty of any kind. It is understood that said late charge is directly related to Landlord’s actual costs and expenses incurred as a result of late payment.

Section label: Late Charge
Tenant shall not directly or indirectly create or permit to be created any mortgage, lien, security interest, pledge, conditional sale, or other encumbrance on the Premises or any part thereof, Tenant's interest under this Lease, or any rent hereunder. The foregoing shall not apply to liens for impositions not yet due, or liens of mechanics, materialmen, suppliers or vendors, incurred in the ordinary course of business for sums which are not yet due, provided that adequate provision for the payment thereof shall have been made and the following paragraph is complied with. 



 If, in connection with any work being performed by or for Tenant or any subtenant, or in connection with any materials being furnished to Tenant or any subtenant, any mechanic's lien or other lien or charge shall be filed or made against the Premises or any part thereof, or if any such lien or charge shall be filed or made against Landlord, then Tenant, at Tenant's expense, within 30 days after such lien or charge shall have been filed or made, shall cause the same to be canceled and discharged of record by payment thereof or filing a bond or moving to file a bond or otherwise. Tenant promptly and diligently shall defend any suit, action or proceeding which may be brought for the enforcement of such lien or charge; shall satisfy and discharge any judgment entered therein within ten days after the entry of such judgment by payment thereof or filing a bond or otherwise; and on demand shall pay any and all liability, claim, loss, damage or expense, including reasonable attorneys' fees, suffered or incurred by Landlord in connection therewith.

Section label: No Encumbrances Allowed
Medications:

                 Theophyline (Uniphyl) 600 mg qhs – bronchodilator by increasing cAMP used for

                        treating asthma Diltiazem 300 mg qhs – Ca channel blocker used to control hypertension Simvistatin (Zocor) 20 mg qhs- HMGCo Reductase inhibitor for hypercholesterolemia Ramipril (Altace) 10 mg BID – ACEI for hypertension and diabetes for renal protective

                        effect

                 Glipizide 5 mg BID (diabetes) – sulfonylurea for treatment of diabetes Omecprazole (Prilosec) 20 mg daily (reflux) – PPI for treatment of ulcers Gabapentin (Neurontin) 100 mg qhs – modulates release of neurotransmitters to treat

                        diabetic neuropathy Metformin 500 mg qam – biguanide used to treat diabetes Aspirin 81 mg qam - prophylaxis for MI and TIA Servant 1puff bid -

                 Fluticasone (Flovent) 2 puff bid - corticosteroid to treat airways in asthma/copd xoperex 1.25mg and Ipratropium 2.5 ml nebulized qam - anticholinergic to treat airways

                        in COPD

Section label: Medication Regimen
Tenant shall not use or permit the use of the Premises or any part thereof as a discotheque, or for dancing of any kind or nature nor allow any sounds to be heard, recorded or measured in any portion of the Building outside of the Premises above 45 decibels or in violation of any law, rule or ordinance including the New York Administrative Code or in any way which would violate any of the other covenants, agreements, terms, provisions and conditions of this Lease or for any unlawful purposes or in any unlawful manner, which is a substantial obligation of this Lease, a breach of which shall constitute a ground for termination of the Lease. Tenant shall be allowed to play only recorded music in the Premises. Tenant shall not permit live music to be played in the Premises. Landlord makes no representation that the playing of recorded music is permitted under applicable laws and/or government regulations. The decibel level of any music played by Tenant or vibrations emanating therefrom shall not unreasonably disturb any tenants of the Building. Tenant, at its sole cost and expense, shall install sound proofing and take such other steps, including installation of vibration eliminators, false ceilings and noise barriers, as are required in the reasonable determination of Landlord to prevent noise and vibrations from disturbing any tenants of the Building. If reasonably requested by Landlord, Tenant shall submit to Landlord a plan of the steps taken to prevent noise and vibration for Landlord’s approval, which plan shall address the issues of vibrations and noise emanating from any source within the Premises, including any kitchen, cleaning, ventilation or other equipment therein, and shall complete all work in accordance with such plan, or if approved, prior to commencement of business. If the steps taken to eliminate noise or vibration, whether or not Landlord previously approved such steps, shall reasonably be deemed unsatisfactory to Landlord,

Section label: No Nuisance