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(1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. | Exempt Transfers | Transfer Restrictions |
(1) was in the possession of the Receiving Party before such Information was imparted or disclosed by the Disclosing Party;
(2) is independently developed by any representative, agent or employee of the Receiving Party without access to or use or knowledge of the Information; | Exceptions to Confidentiality | Independently Developed Information |
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 | Insurance Policy Details | Locations Schedule |
11. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding its body of law controlling conflict of laws. This Agreement is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, and any attempted assignment without such consent will be void. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. | Governing Law & Assignment | Governing Law and Miscellaneous |
70. Additional Rent – Building Maintenance
If, at any time during the term of this lease, Landlord expends any sum for alterations or improvements to the Building which directly and materially affect the Premsies and are required to be made pursuant to any law, ordinance, or governmental regulation, or any portion of such law, ordinance or governmental regulation, Tenant shall pay to Landlord, as additional rent, the “Tenant’s Share” (as defined in Article 41 of this Lease) of such sum so expended by Landlord, within ten (10) days after demand therefore. If, however, the cost of such alterations or improvements is one which is required to be amortized over a period of time pursuant to applicable governmental regulations, Tenant shall pay to Landlord, as additional rent, during each year in which occurs any part of this Lease term, Tenant’s Share of the reasonable annual amortization of the cost of the alterations or improvements made. For the purposes of this Article, the cost of any alterations or improvements made shall be deemed to include but not be limited to the cost of preparing any necessary plans, permit applications, architects and/or engineer’s fees and expenses, and the fees for filing such plans. (b) The terms and conditions set forth above in this Article shall be in addition to, and not in limitation of, Tenant’s obligations set forth elsewhere in this Lease; and notwithstanding the terms and conditions set forth above in this Article, Tenant shall be obligated to comply with all of the terms and conditions set forth set forth elsewhere in this Lease. | Building Maintenance Costs | Building Maintenance |
(h) sale or rental of pornographic literature (such as an "Adult Book Store"); | Literature Restriction | License Restrictions |
AMEND-NON CUMULATION OF EACH OCC | Non-Cumulation Amendment | Amendment Non-Cumulative |
Theft, Disappearance and Destruction: Inside Premises | Theft and Destruction | Theft, Disappearance and Destruction |
Use the plumbing facilities for any purpose other than that for which they were constructed, or dispose of any garbage or other foreign substance therein, whether through the utilization of so-called “disposal” or similar units, or otherwise; | Use of Facilities | Use of Premises |
PREMISES LOCATION NO.
BUILDING NO.
LIMITS OF INSURANCE
2-13
2-19
$9,038,112 | Property Insurance Limits | Building and Premises Coverage Limits |
If more than one Annual Aggregate Limit applies in any one occurrence, the most we will pay is the highest involved Annual Aggregate Limit. The most we will pay during each annual period is the highest of the Annual Aggregate Limits shown. | Maximum Annual Payment Limit | Maximum Annual Payment Limit |
effects provided in subparagraph (1) of Article 17 or (ii) by notice to Tenant, increase the amount of security deposit required under the Lease so that Tenant shall provide three (3) additional month’s rent at the then current rate. | Security Deposit Increase | Security Deposit |
No abatement, diminution or reduction of Rent shall be claimed by or allowed to Tenant for any inconvenience, interruption, cessation, or loss of business caused directly or indirectly by a Requirement. Tenant shall reimburse Landlord on demand as Additional Rent hereunder for the increase in all insurance premiums hereafter payable and which shall be charged because of the violation by Tenant of any Requirement. | No Abatement of Rent | No abatement of Rent |
Dates of Performance. Company will begin performing services upon receipt of signed Agreement and Deposit. Unless terminated as provided in this Agreement, Company will complete Services by the Completion Date. Deliverable shall be furnished to Client within 72 hours of final payment for the Services. | Performance Dates | Performance Dates |
IN WITNESS WHEREOF, the parties hereto have executed this Mutual Non-Disclosure Agreement by their duly authorized officers or representatives as of the date first set forth above.
DOCUGAMI INC.:
Caleb Divine:
Signature:
Signature:
Name:
Jean Paoli
Name:
Title:
CEO
Title: | Executed Agreement | Execution Date |
Nothing contained in this clause shall be construed to mean that the Landlord has given permission for Tenant or anyone else who occupies the Premises to remain on the Premises as a monthly Tenant, or as a Tenant from month to month and the Landlord may proceed to evict the Tenant as a "Holdover." Neither the billing nor the collection of use and occupancy in the above amount shall be deemed a waiver of any right of the Landlord to collect damages for Tenant's failure to vacate the Premises after the expiration or sooner termination of this Lease. If Tenant holds over in possession after the expiration or sooner termination of the term of this Lease, such holding over shall not be deemed to extend the term or renew the Lease, but such holding over thereafter shall continue upon the covenants and conditions herein set forth in the Lease. The aforesaid obligations shall survive the expiration or sooner termination of the term of this Lease. | Term and Expiration | Term and Expiration |
Exhibit A
Products
Xing Xing’s LeverCross™ catheter anchoring device listed below. This Product will be provided by Supplier non-sterile and without a hydrophilic coating applied to the catheter’s shaft.
XX35W04040080
V35W04040080V0
4
40
80
40.70
XX35W04040135
V35W04040135V01
4
40
135
40.72
XX35W04080080
V35W04080080V01
4
80
80
40.93
XX35W04080135
V35W04080135V01
4
40
135
40.78
XX35W04120080
V35W04120080V01
4
120
80
40.97
XX35W04120135
V35W04120135V01
4
120
135
40.83
XX35W05040080
V35W05040080V01
5
40
80
42.25
XX35W05040135
V35W05040135V01
5
40
135
42.20
XX35W05080080
V35W05080080V01
5
80
80
42.29
XX35W05080135
V35W05080135V01
5
80
135
42.25
XX35W05120080
V35W05120080V01
5
120
80
42.35 | Product List | Products |
NOTICE INDEPENDENT AGENT AND BROKER COMP | Independent Agent Broker Notice | Endorsement Options |
Tenant shall, as its sole responsibility, and at Tenant's sole cost and expense, make application for, diligently seek the issuance of, and promptly procure and thereafter maintain, any necessary licenses and permits required in respect of the operation and use of the Premises and Tenant's use thereof and Tenant shall cause all such licenses and permits to remain in full force and effect throughout the term of this Lease or until no longer required and submit same for inspection by Landlord, and at all times comply with the terms and conditions of each such license or permit. Landlord shall cooperate with Tenant’s applications for such licenses or permits. | Obtain and Maintain Licenses | License and Permit Requirements |
The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the "Expiration Date") (from the Commencement Date to the Expiration Date being the "Initial Term", as may be extended pursuant to and in accordance with Section 72 hereof. | Term of Agreement | Term of Agreement |
The provisions of this rider are hereby incorporated into and made a part of the Lease dated as of October 15, 2021 between BIRCH STREET, LLC, having an address at c/o Birch Palace, 6 Grace Avenue Suite 200, Great Neck, New York 11021 ("Landlord"), and Trutone Lane LLC, having an address at 4 Pearl Street, New York, New York 10012 ("Tenant") of Premises known as the ground floor space and lower level space, as per floor plan annexed hereto and made a part hereof as Exhibit A (“Premises”) at 4 Pearl Street, New York, New York 10012 in the City of New York, Borough of Manhattan, to which this rider is annexed. If there is any conflict between the provisions of this rider and the remainder of this Lease, the provisions of this rider shall govern. | Lease Rider | Transfer Restrictions |
At Premises Within the Coverage Territory | Coverage Territory | Building Coverage Details |
TOTAL AGGR LIMIT & DESIG LOC AGGR LIMIT | Total Aggregate Limits | Total Aggregate Limits |
Lesser of Your Business Personal Property limit or: | Maximum Property Limit | Limited Liability Coverage |
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. | Backflow Prevention Device | Backflow Prevention Device |
To the extent that Carrier performs services pursuant to this Agreement within, or to or from Canada, Carrier holds a valid license or certificate to operate an Extra-Provincial truck undertaking, and to engage in the Intra-Provincial truck transportation of goods or valid overweight permits pursuant to any applicable
laws if necessary or as issued under the Motor Vehicle Transport Act, 1987 or any Highway Traffic Act or
equivalent as applicable to the jurisdiction of the trip/route. | Canadian Licensing Requirements | License and Certification |
CAP ON LOSSES FROM CERT ACTS OF TERRORIS | Cap on Losses | Cert Act Losses |
ASSIGNMENT OR SUBLETTING.
6.1 General; Definition of Transfer. Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise shall transfer this Lease except as provided in this article. For purposes of this article, a "transfer" shall mean any of the following: (a) an assignment of this Lease; (b) a collateral assignment, mortgage, or other encumbrance involving this Lease; (c) a sublease, license agreement, or other agreement permitting all or any portion of the Premises to be used by others; (d) a reduction of Tenant's assets to the point that this Lease is substantially Tenant's only asset; (e) a change or conversion in the form of entity of Tenant or any transferee or any entity controlling any of them which has the effect of limiting the liability of any of the partners, members, or other owners of the entity; (f) the agreement by a third party to assume, take over, or reimburse Tenant for any of Tenant's obligations under this Lease in order to induce Tenant to lease space from the third party; or (g) any transfer of direct or indirect control of Tenant, which shall be defined as any issuance or transfer of stock in any corporate tenant or subtenant or any interest in any non- corporation entity tenant or subtenant, by sale, exchange, merger, consolidation, operation of law, or otherwise, or creation of new stock or interests, by which an aggregate of 50% or more of Tenant's stock or equity interests shall be vested in one or more parties who are not stockholders or interest holders as of the Date of this Lease, or any transfer of the power to direct the operations of any entity (by equity ownership, contract, or otherwise), to one or more parties who are not stockholders or interest holders as of the Date of this Lease, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions. This section shall not apply to sales of stock by persons other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934 as amended, which sales are effected through any recognized securities exchange. Any modification or amendment to any sublease of any portion of the Premises shall be deemed a further sublease of this Lease. As used in this article, the term "transferee" shall include any assignee or subtenant of Tenant or any other party involved in any of the other transactions or events constituting a transfer. Consent by Landlord to a transfer shall not relieve Tenant from the obligation to obtain Landlord's written consent to any further transfer. Any transfer by Tenant in violation of this article shall be void and shall constitute a default under this Lease.
6.2 Request for Consent. If Tenant requests Landlord's consent to a transfer, it shall submit in writing to Landlord, not later than 30 days before any anticipated transfer, (a) the name and address of the proposed transferee, (b) a duly executed counterpart of the proposed transfer agreement, (c) reasonably satisfactory information as to the nature and character of the business of the proposed transferee, as to the nature and character of its proposed use of the space, and otherwise responsive to the criteria set forth in the Reasonable Consent section of this article, and (d) banking, financial, or other credit information relating to the proposed transferee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed transferee, including balance sheets and profit and loss statements for the transferee covering the three years before the transfer, certified by the transferee, and a list of personal, banking, business, and credit references for the transferee.
6.3 Recapture. Landlord shall have the following options to be exercised within 15 Business Days from submission of Tenant's request for Landlord's consent to a specific transfer: (i) If Tenant proposes to assign this Lease or sublet all or substantially all of the Premises, Landlord shall have the option to cancel and terminate this Lease as of the proposed commencement date for the transfer, and (ii) If Tenant proposes to sublet less than all or substantially all of the Premises or if a proposed sublease shall be for less than the balance of the Lease Term, Landlord shall have the option of canceling and terminating this Lease only as to the applicable portion of the Premises and the applicable portion of the Lease Term covered by the proposed sublease, effective as of the proposed commencement date of the sublease. If Landlord exercises this option, all Rent for the Premises shall be equitably apportioned as of the commencement date of the sublease and Landlord, at Tenant's expense, shall perform all work and make all alterations as may be required to physically separate the applicable portion of the Premises from the remainder of the Premises and to permit lawful occupancy of the separated portion.
6.4 Reasonable Consent. If Landlord does not elect either of the options provided in the Recapture section of this article, Landlord shall not unreasonably withhold or delay its consent to a proposed transfer. It shall be deemed reasonable for Landlord to withhold consent to any proposed transfer if any of the following conditions have not been established to Landlord's satisfaction:
6.4.1 The proposed transferee has sufficient financial wherewithal to discharge its obligations under this Lease as determined by Landlord's criteria for selecting Project tenants and has a tangible net worth, experience, and reputation that is not less than the tangible net worth, experience, and reputation of Tenant on the Date of this Lease or the date of the transfer, whichever is greater. "Tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities.
6.4.2 The use, nature, business, activities, or reputation in the business community of the proposed transferee will not cause physical harm to the Project or harm to the reputation of the Project that would result in an impairment of Landlord's ability to lease space in the Project or a diminution in the rental value of space in the Project.
6.4.3 The proposed use of the Premises by the proposed transferee will be the Permitted Use and not prohibited by the Rules and Regulations, and will not violate any restrictive covenants or exclusive use provisions applicable to Landlord, cause a violation of another lease for space in the Project, or give an occupant of the Project a right to cancel its lease.
6.4.4 The proposed transferee shall not be any person or entity who shall at that time be a tenant, subtenant, or other occupant of any part of the Project, or an affiliate of any of them, or who dealt with Landlord or Landlord's agent (directly or through a broker) as to space in the Project during the six months immediately preceding Tenant's request for Landlord's consent.
6.4.5 The proposed use of the Premises by the proposed transferee will not require alterations or additions to the Premises or the Project to comply with applicable law or governmental requirements and will not negatively affect insurance requirements or involve the introduction of materials to the Premises that are not in compliance with applicable environmental laws.
6.4.6 Any mortgagee of the Project will consent to the proposed transfer if such consent is required under the relevant loan documents.
6.4.7 The proposed use of the Premises will not materially increase the operating costs for the Project or the burden on Project services, or generate excessive foot traffic, elevator usage, Parking Area usage, or security concerns in the Project, or compromise or reduce the comfort or safety, or both, of Landlord and the other occupants of the Project.
6.4.8 The proposed transferee shall not be, and shall not be affiliated with, anyone with whom Landlord or any of its affiliates or mortgagees has been involved with in litigation or who has defaulted under any agreement with Landlord or any of its affiliates.
6.4.9 There shall be no default by Tenant, beyond any applicable grace period, under any of the terms, covenants, and conditions of this Lease at the time that Landlord's consent to a transfer is requested and on the date of the commencement of the term of the proposed transfer.
6.4.10 If the resulting tenant entity does not have equal or greater tangible net worth and creditworthiness as Tenant as of the Date of this Lease or the date of transfer, whichever is greater, Landlord, at its option, may approve the transfer subject to an increase in the Security Deposit, or receipt of new personal guarantees acceptable to Landlord, or both.
6.4.11 Any Guarantor will consent to the transfer and to execute a written agreement reaffirming the | Transfer Restrictions | Assignment or Subleasing |
Pollutant Cleanup and Removal – Annual Aggregate | Pollutant Cleanup and Removal | Pollutant Cleanup and Removal |
Business Income:
As respects Business Income Coverage, for which no other deductible is stated above or in the coverage description, a 72 hour deductible applies. | Business Income Deductible | Business Income Coverage |
Tenant shall not suffer, allow or permit any vibration, noise, or other undesirable effects to emanate from the Premises, or any equipment or other installation, including but not limited to any ventilation fan, motor and related equipment located on the roof of the Building or elsewhere, that services the Premises, if any, or otherwise suffer, allow, or permit the same to constitute a nuisance or otherwise interfere with the safety, comfort or convenience of the Landlord or any other occupant of the Building. All installations which Tenant may make at or in respect of the Premises shall be placed and maintained by Tenant in settings and in such other manner as shall be reasonably sufficient to prevent vibration and to minimize noise, odors or annoyance of any kind. Tenant shall submit to Landlord for Landlord's prior written approval complete mechanical plans showing the location and installation details of all mechanical equipment, provided that any approval by Landlord shall not be construed to mean that Landlord agrees that such mechanical or other equipment complies with or will function in a manner which will cause Tenant to be in compliance with any of the terms and conditions of this Lease. | No Nuisance | No Nuisance |
Tenant Parties. Tenant and Tenant's directors, officers, partners, members, shareholders, managers, employees, agents, contractors, guests, and invitees. | Tenant Parties | Tenant Parties |
(k) drug abuse treatment center; | Drug Abuse Treatment Center Endorsement | Drug Abuse Treatment Center Endorsement |
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. | Definition of Confidential Information | Confidentiality of Information |
means the programmer's manuals, the technical manuals and the user manuals and other similar documentation; | Documentation | Manuals Definition |
Landlord may accept any partial payment check with any conditional endorsement without prejudice to its right to recover the balance remaining due, or to pursue any other remedy available under this Lease, law or equity. | Partial Payment Acceptance | Unconditional Payment |
LIMITS OF INSURANCE
REVISED LIMITS OF INSURANCE
Accounts Receivable:
At all described premises
$50,000
In transit or at all undescribed premises
$25,000
Appurtenant Buildings and Structures
$100,000
Claim Data Expense
$25,000
Covered Leasehold Interest – Undamaged Improvements & Betterments
Lesser of Your Business Personal Property limit or:
$100,000
Debris Removal (additional amount)
$250,000
Deferred Payments
$25,000
Duplicate Electronic Data Processing Data and Media
$50,000
Electronic Data Processing Data and Media
At all described premises
$50,000
Employee Tools
In any one occurrence
$25,000
Any one item
$2,500
Expediting Expenses
$25,000
Extra Expense
$25,000
Fine Arts
At all described premises
$50,000
In transit
$25,000
Fire Department Service Charge
Included*
Fire Protective Equipment Discharge
Included*
Green Building Alternatives – Increased Cost
Percentage 1%
Maximum amount – each building
$100,000
Green Building Reengineering and Recertification Expense
$25,000
Limited Coverage for Fungus, Wet Rot or
Dry Rot – Annual Aggregate
$25,000
Loss of Master Key
$25,000
Newly Constructed or Acquired Property:
Buildings - each
$2,000,000
Personal Property at each premises
$1,000,000
• means included in applicable Covered Property Limit of Insurance
Deluxe property coverage form - additional coverages & coverage extensions
LIMITS OF INSURANCE
REVISED LIMITS OF INSURANCE
Non-Owned Detached Trailers
$25,000
Ordinance or Law Coverage
$250,000
$1,000,000
Outdoor Property
$25,000
Any one tree, shrub or plant
$2,500
Outside Signs
At all described premises
$100,000
At all undescribed premises
$5,000
Personal Effects
$25,000
Personal Property At Premises Outside of the Coverage Territory
$50,000
Personal Property In Transit Outside of the Coverage Territory
$25,000
Pollutant Cleanup and Removal – Annual Aggregate
$100,000
Preservation of Property
Expenses to move and temporarily store property
$250,000
Direct loss or damage to moved property
Included*
Reward Coverage
25% of covered loss up to a maximum of:
$25,000
Stored Water
$25,000
Theft Damage to Rented Property
Included*
Undamaged Parts of Stock in Process
$50,000
Valuable Papers and Records – Cost of Research
At all described premises
$50,000
In transit or at all undescribed premises
$25,000
Water or Other Substance Loss – Tear Out and Replacement Expense
Included*
• means included in applicable Covered Property Limit of Insurance | Property Insurance Limits | Insurance Limits and Payments |
The Limits of Insurance shown in the left column are included in the coverage form and apply unless a Revised Limit of Insurance or Not Covered is shown in the Revised Limits of Insurance column on the right. The Limits of Insurance apply in any one occurrence unless otherwise stated.
LIMITS OF INSURANCE
REVISED LIMITS OF INSURANCE
Accounts Receivable:
At all described premises
$50,000
In transit or at all undescribed premises
$25,000
Appurtenant Buildings and Structures
$100,000
Claim Data Expense
$25,000
Covered Leasehold Interest – Undamaged Improvements & Betterments
Lesser of Your Business Personal Property limit or:
$100,000
Debris Removal (additional amount)
$250,000
Deferred Payments
$25,000
Duplicate Electronic Data Processing Data and Media
$50,000
Electronic Data Processing Data and Media
At all described premises
$50,000
Employee Tools
In any one occurrence
$25,000
Any one item
$2,500
Expediting Expenses
$25,000
Extra Expense
$25,000
Fine Arts
At all described premises
$50,000
In transit
$25,000
Fire Department Service Charge
Included*
Fire Protective Equipment Discharge
Included*
Green Building Alternatives – Increased Cost
Percentage 1%
Maximum amount – each building
$100,000
Green Building Reengineering and Recertification Expense
$25,000
Limited Coverage for Fungus, Wet Rot or
Dry Rot – Annual Aggregate
$25,000
Loss of Master Key
$25,000
Newly Constructed or Acquired Property:
Buildings - each
$2,000,000
Personal Property at each premises
$1,000,000
• means included in applicable Covered Property Limit of Insurance
Deluxe property coverage form - additional coverages & coverage extensions
LIMITS OF INSURANCE
REVISED LIMITS OF INSURANCE
Non-Owned Detached Trailers
$25,000
Ordinance or Law Coverage
$250,000
$1,000,000
Outdoor Property
$25,000
Any one tree, shrub or plant
$2,500
Outside Signs
At all described premises
$100,000
At all undescribed premises
$5,000
Personal Effects
$25,000
Personal Property At Premises Outside of the Coverage Territory
$50,000
Personal Property In Transit Outside of the Coverage Territory
$25,000
Pollutant Cleanup and Removal – Annual Aggregate
$100,000
Preservation of Property
Expenses to move and temporarily store property
$250,000
Direct loss or damage to moved property
Included*
Reward Coverage
25% of covered loss up to a maximum of:
$25,000
Stored Water
$25,000
Theft Damage to Rented Property
Included*
Undamaged Parts of Stock in Process
$50,000
Valuable Papers and Records – Cost of Research
At all described premises
$50,000
In transit or at all undescribed premises
$25,000
Water or Other Substance Loss – Tear Out and Replacement Expense
Included*
• means included in applicable Covered Property Limit of Insurance | Insurance Coverage Limits | Insurance Coverage Details |
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. | Entire Agreement | 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. | Use of Premises Timings | No Use of Premises |
PREMISES
BUILDINGS
LOCATION NO.
No.
2-13
2-19 | Building and Location Numbers | Building and Premises |
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 | Prescribed Medications | Treatment Modalities |
(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; | Publicly Known Information | Confidentiality of Arbitration |
United States - RCRA Toxic hazardous waste "U" List: Not listed | Hazardous Waste Listing | US RCRA Toxic hazardous waste Regulations |
69. Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. | Compliance with Laws | Compliance with Anti-Terrorism, Emb |
Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation. | Intellectual Property Compliance | Legal Compliance |
(Signature Page to Follow)
BIRCH STREET, LLC
Landlord
By:
Trutone Lane LLC
Tenant
By:
ACKNOWLEDGMENTS | Signature Page Acknowledgment | Acknowledgment |
Activity
Patients will be encouraged to maintain their regular exercise and insulin regimen adaptation related to exercise during the outpatient period; however, they should not undertake vigorous or prolonged exercise at least 24 hours before each dosing day at the CRU. Movement will be restricted to retain the integrity of connections to infusion(s) and the study procedures. | Exercise Restrictions | Activity Restrictions |
The insurance provided for loss or damage caused by or resulting from Equipment Breakdown is included in, and does not increase the Covered Property, Business Income, Extra Expense, and/or other coverage Limits of Insurance that otherwise apply under this Coverage Part. | Equipment Breakdown Coverage | Equipment Breakdown Coverage |
Spoilage
$25,000
LIMITATIONS:
LIMITS OF INSURANCE
REVISED LIMITS OF INSURANCE
Ammonia Contamination
$25,000
Hazardous Substance
$25,000 | Spoilage and Contamination Insurance | Casualty Damage and Restoration |
that Tenant shall notify Landlord in writing that Tenant intends to exercise such option no later than the date that is twelve (12) months prior to the Expiration Date; and | Exercise Option Notice | Exclusive Use and No Solicitation |
Fixed Price: $374,000
Start Date: 03/15/2021
End Date: 07/01/2021 | Fixed Price | Fixed Price |
61. Miscellaneous
The failure of Landlord to insist upon a strict performance of any term, covenant or condition herein shall not be deemed a waiver of any rights or remedies that Landlord may have or a waiver of any subsequent breach or default.
If any provision of this Lease shall be unenforceable or invalid, such unenforceability or invalidity shall not affect any other provision of this Lease.
The submission of this Lease to Tenant shall not be construed to impose any right or obligations on either party or as an offer or option, and Tenant shall not have any rights hereunder unless and until Landlord shall execute the Lease and deliver a signed original to the Tenant.
The terms “Landlord” and “Owner” shall have the same meaning when used in this Lease.
Notwithstanding anything to the contrary contained in any portion of this Lease, Landlord shall have no obligation to Tenant to supply any service or perform any act. Landlord shall not supply heat and shall not supply air conditioning to the Premises.
Tenant shall not record this Lease or any Memorandum thereof. A breach of this provision shall be a breach of a substantial obligation of this Lease which, at Landlord’s option, shall be a default of this Lease.
All of the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant in the Premises and all persons claiming by, through or under Tenant which, during the continuance of this Agreement or any occupancy of the Premises by Tenant shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be injured, destroyed, or damaged by fire, water or otherwise, or by the leakage or bursting of water pipes, steam pipes, or other pipes, or by theft or from any other cause, no part of said loss or damage is to be charged to or borne by Landlord, except for intentional acts or negligence of Landlord.
All, HVAC, and lighting fixtures installed by Tenant in the Premises shall be deemed
fixtures.
Tenant shall, at its sole cost and expense, maintain and promptly make all repairs and replacements, structural or otherwise, ordinary and extraordinary, to all of the furnishings, fixtures, kitchen equipment, all other equipment, effects and property of every kind, nature and description located in the premises.
Tenant acknowledges that Landlord shall have no obligation to provide any security services for the Premises or the Building. Tenant acknowledges that it has been advised that the Building is designated a Landmark and is subject to review of the Landmarks Preservation Commission.
Tenant shall not use any elevator of the building for any purpose whatsoever.
Landlord shall be entitled, without any reduction in Tenant's rent, to erect any bridge scaffolding in front of the Premises in connection with alterations or repairs to the building of which the Premises forms a part, or the sidewalk serving the Premises; provided, however, that Landlord shall give Tenant thirty (30) days notice before Landlord erects any such bridge scaffolding and proceed with reasonable diligence to prosecute to completion of the alteration or repairs necessitating such bridge scaffolding. Landlord represents that as of the effective date there is (a) no intention to erect bridge scaffolding and (b) is without actual knowledge of any condition or circumstance which may require the erection of bridge scaffolding
This lease shall not be recorded. No memorandum of this lease shall be recorded without the express written consent of Landlord.
The invalidity or unenforceability of any provision of this lease shall in no way affect the validity or enforceability of any of the other provisions contained in this lease. Landlord and Tenant understand, agree and acknowledge that this lease has been freely negotiated by both parties and that, in the event of any controversy, dispute, or contest over the meaning, interpretation, validity or enforceability of this lease or any of its terms and conditions, there shall be no inference, presumption or conclusion drawn whatsoever against either party by virtue of that party having drafted this lease or any portion hereof.
There are no oral agreements between the parties hereto affecting this lease and this lease supersedes and cancels any and all previous representations, negotiations, arrangements and understandings, if any, between the parties hereto with respect to the subject matter hereof, and shall not be used to interpret or construe this lease.
Wherever in this lease there is any conflict between the provisions of this lease other than the Rider and the Rider provisions of this lease (i.e. beginning at Article 40), the Rider provisions shall be deemed to supersede and be controlling.
This lease may not be changed, modified or discharged, in whole or in part, orally, and no executory agreement shall be effective to change, modify or discharge, in whole or in part, this lease or any obligations under this lease, unless such agreement is set forth in a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought. In addition, Tenant shall reimburse Landlord on demand for any and all reasonable attorney’s fees incurred by Landlord in connection with the preparation, review, negotiation and/or consummation of any amendment, modification, instrument, agreement or other understanding made at the request of, or as an accommodation to, Tenant with respect to this lease. In addition, Landlord shall reimburse Tenant on demand for any and all reasonable attorney’s fees incurred by Tenant in connection with the preparation, review, negotiation and/or consummation of any amendment, modification, instrument, agreement or other understanding made at the request of, or as an accommodation to, Landlord with respect to this lease.
The mailing or delivery of a lease by the Landlord to a possible Tenant, its agent or attorney, shall not be deemed an offer nor shall any obligation or liability be created on the part of Landlord until such time as a lease, duly executed by the Landlord, is delivered to such possible Tenant, its agent or attorney.
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.
In the event that Tenant is not an individual, Tenant represents that the officer or officers, partner or partners, member or members or manager or managers executing this lease have the requisite authority to do so.
Tenant hereby acknowledges that Landlord makes no representations as to the compatibility of the Building systems with Tenant’s equipment.
Tenant shall indemnify, hold harmless and defend Landlord, its affiliates, managing agents, subsidiaries, directors, officers, employees and agents from and against any and all liabilities, claims, demands, damages, costs, expenses (including reasonable attorneys’ fees), suits, judgments whether actual or alleged, including such for bodily injury or wrongful death to any person (including tenant employees and invitees) and property damage to any property (subject to the waiver of subrogation provisions of this lease), (i) occurring in the Demised Premises; (ii) arising from the acts or omissions of the Tenant, its subtenants, its employees, invitees, contractors or agents to the extent constituting negligence; (iii) arising from any breach of this lease or misconduct by any of the foregoing. Upon notification by the Landlord of an indemnifiable event, Tenant at its own expense shall arrange for Landlord’s defense (at Landlord’s option) and confirm indemnification; or (iv) arising from any failure of Tenant to comply in all respects with any Requirements or the ADA. These indemnification provisions are to continue after lease expiration and are not limited by the amount of available insurance in place.
This lease shall be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws) of the State of New York. In respect of any dispute between the parties regarding the subject matter hereof, the parties hereby irrevocably consent and submit to in personam jurisdiction in the courts of New York, located in the county in which the Building is located, including the United States courts located in said county, and to all proceedings in such courts. The parties hereby agree that such courts shall be the venue and exclusive and proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this lease and that they will not contest or challenge the jurisdiction or venue of these courts.
Notwithstanding anything contained to the contrary in this lease, (i) Tenant hereby waives any right to recover against Landlord any indirect, consequential, special, punitive or incidental damages against Landlord in any cause of action, proceeding or claim arising out of, or in connection with, this lease; and (ii) Landlord hereby waives any right to recover against Tenant any indirect, consequential, special, punitive or incidental damages against Tenant in any cause of action, proceeding or claim arising out of, or in connection with, this lease.
Tenant shall obey and observe (and compel its officers, employees | Miscellaneous | Miscellaneous |
FRWY, BLDG 2, HOUSTON, TX, 77036 | Address | Restaurant and Hotel Sales |
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. | Notification of Accidents | Notification of Accidents, Fires and Other Casual |
Green Building Reengineering and Recertification Expense | Green Building Reengineering | Green Building Reengineering and Recertification Expense |
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. | No Personal Liability | No Personal Liability |
Upon Client's request, Company agrees to deliver to Client a certificate(s) of insurance evidencing the coverage specified in this Section. Such certificate(s) will contain a thirty (30) day prior notice of cancellation provision. Company will be solely responsible for any deductible or self-insurance retentions. Such insurance coverage will be primary and any other valid insurance existing will be in excess of such primary insurance policies. The required insurance coverage and limits of liability set forth above shall not be construed as a limitation or waiver of any potential liability of satisfaction of any indemnification/hold harmless obligation of Company.
12.2 Intellectual Property.
12.2.1 Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.
12.2.2 Independently Developed Intellectual Property. Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party.
12.3 Assignment 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.
12.4 Force Majeure. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Client or Client employees, respectively). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
13. Choice of Law. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of Washington and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court in Kirkland, Washington, and each party irrevocably submits to the jurisdiction and venue of such courts.
14. Remedies. Company reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in Company’s favor.
B. INITIAL STATEMENT OF WORK (SOW) The purpose of this SOW is to describe the Software and Services that Company will initially provide to Daltech, Inc. the “Client”) under the terms and conditions of the Services Agreement entered into between the parties on June 15, 2021 (the “Agreement”). Additional terms and conditions may be set forth in this SOW, and additional SOWs that may be subsequently signed. | Insurance and IP Rights | Independently Developed Intellectual Property |
(4) “Purchaser Data” means electronic data of Purchaser processed by, stored in, or accessible electronically via servers or applications used in connection with the transactions contemplated by this Agreement. | Purchaser Data Definition | Purchaser Data |
This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into and made effective as of April 4, 2018 between Docugami Inc., a Delaware corporation, whose address is 150 Lake Street South, Suite 221, Kirkland, Washington 98033, and Caleb Divine, an individual, whose address is 1201 Rt 300, Newburgh NY 12550.
The above named parties desire to engage in discussions regarding a potential agreement or other transaction between the parties (the “Purpose”). In connection with such discussions, it may be necessary for the parties to disclose to each other certain confidential information or materials to enable them to evaluate whether to enter into such agreement or transaction.
In consideration of the foregoing, the parties agree as follows:
1. Confidential Information. 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.
2. Obligations and Restrictions. 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.
3. Exceptions. The obligations and restrictions in Section 2 will not apply to any information or materials that:
(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;
4. Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a party from disclosing the other party’s Confidential Information to the extent required by any order, subpoena, law, statute or regulation; provided, that the party required to make such a disclosure uses reasonable efforts to give the other party reasonable advance notice of such required disclosure in order to enable the other party to prevent or limit such disclosure.
5. Return of Confidential Information. Upon the completion or abandonment of the Purpose, and in any event upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies), and any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by or on behalf of the receiving party that contain or are based upon the disclosing party’s Confidential Information.
6. No Obligations. Each party retains the right to determine whether to disclose any Confidential Information to the other party.
7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”.
8. Term. This Agreement will remain in effect for a period of seven (7) years from the date of last disclosure of Confidential Information by either party, at which time it will terminate.
9. Equitable Relief. Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information may cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.
10. Non-compete. To the maximum extent permitted by applicable law, during the Term of this Agreement and for a period of one (1) year thereafter, Caleb Divine may not market software products or do business that directly or indirectly competes with Docugami software products.
11. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding its body of law controlling conflict of laws. This Agreement is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, and any attempted assignment without such consent will be void. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. | Confidentiality Agreement | Confidentiality of Agreement and Purpose |
42D. Music, Noise, and Vibration | Music, Noise, and Vibration | Music, Noise, Vibration |
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. | Garbage Removal and Disposal | 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. | Application Costs Prepayment | Assignment and Subleasing |
Each notice of Tenant's exercise of the option (the "Extension Notice") shall be given by Tenant to Landlord no earlier than 15 months and no later than nine months before the current expiration date of the Lease Term. TIME SHALL BE OF THE ESSENCE AS TO THE EXERCISE OF ANY ELECTION BY TENANT UNDER THIS ARTICLE. | Option to Extend | Termination Option |
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. | Sign Removal and Repair | Signage and Installation |
WINDSTORM OR HAIL-SUBLIMIT OF INS | Insurance Coverage Details | Insurance Coverage Details |
Tenant agrees promptly to cause the installation, if not already in existence, of an Ansul Restaurant Hood and Duct Fire Control System, or equal, at Tenant's sole cost, all as approved by the Board of Fire Underwriters and municipal authorities having jurisdiction thereover, and to maintain the same throughout the term of this Lease. | Fire Control System Installation | Restaurant Hood and Duct Fire Control System |
2%
subject to the following minimum, in any one occurrence:
$100,000
As respects Business Income Coverage a 72 hour deductible applies at all premises locations above. | Business Income Coverage Minimum | Alcoholic Beverage Sales |
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. | Disposal Requirements | Environmental Compliance |
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. | Change Order Request | Change Order |
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 | State Officer Endorsement | State Officer Endorsement |
Except as provided in the first paragraph of this Article, Tenant shall conduct and operate Tenant's business in the Premises without closing for more than 30 consecutive days during the term of this Lease, and the failure to do so shall constitute a material default by Tenant hereunder. | Continuous Business Operation | Permitted Use |
As respects Business Income Coverage a 72 hour deductible applies at all premises loca ions. | Business Income Deductible | Business Income Deductible |
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 | Accident Summary | Accident Details |
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. | Vermin Extermination | Extermination and Extermination Costs |
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). | Lease Term | Term of Agreement |
– aggregate in any one policy year, for all losses covered under the Causes of Loss – Broad Form Flood endorsement, commencing with the inception date of this policy: | Causes of Loss - Flood Endorsement | Building Coverage Details |
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. | Assignee/Subtenant Agreement | No Assignment or Transfer |
Supplier shall deliver the Products to Purchaser on the delivery date(s) specified in the accepted POs so long as the delivery date(s) are at least 45 days from the date the PO is submitted to Supplier. | Delivery Date | Delivery Date Requirements |
the sale, rental or use of amusement devices, pinball machines, electronic computer, card games, games of chance of any kind, or video type amusement machines, games or devices (such as Pacman); | Amusement Devices | Amusement Devices |
Policy Number
Y-630-001
Effective
05/29/2021 – 05/29/2022
Insuring Company
THE INSURANCEA INDEMNITY COMPANY | Insurance Policy Details | Insurance Coverage Details |
Tenant shall pay, during the term of this Lease, the additional rent provided for in this Article 41. As used herein, the following terms shall have the meanings set forth below: | Additional Rent Payment | Additional Rent |
* Commission percentage displayed does not apply to any North Carolina Reinsurance Facility loss recoupment surcharge amounts included in the liability premium of the Commercial Auto Policy, if applicable. | NC Reinsurance Facility Exclusion | Commission Fee |
This investigation is under the jurisdiction and control of the German government. Any further information may be obtained from: | Jurisdiction | Investigation Details |
All rent shall be paid to Landlord without notice, demand, counterclaim, setoff, deduction or defense, and nothing shall suspend, defer, diminish, abate, or reduce any rent, except as otherwise specifically provided in this Lease or by law. | No Rent Deduction | Tax Payments |
If any provision of this Lease shall be unenforceable or invalid, such unenforceability or invalidity shall not affect any other provision of this Lease. | Severability of Provisions | Unenforceability and Invalidity |
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 | Shipping Documents | Good Condition Acknowledgement |
INITIAL STATEMENT OF WORK (SOW) The purpose of this SOW is to describe the Software and Services that Company will initially provide to Daltech, Inc. the “Client”) under the terms and conditions of the Services Agreement entered into between the parties on June 15, 2021 (the “Agreement”). Additional terms and conditions may be set forth in this SOW, and additional SOWs that may be subsequently signed. | Initial SOW Description | SOW Details |
This study will not offer any direct benefits to the patients participating in the study. The data from previous studies in healthy patients and patients with T1DM and T2DM have shown that LY900014 was well tolerated and the adverse drug reactions are in keeping with those reported for Humalog. | Safety Profile | Study Objectives |
Communication Supply Power Supply | Communication Supply Power Supply | Communication Supply Power Supply |
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. | Rent Reduction Termination | Termination for Uncollectability |
Representations and Warranties. | Representations and Warranties | Representations and Warranties |
(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. | Fair Market Rent Determination | Fair Market Minimum Annual Rent |
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 - | Prescribed Medications | Study Medications |
Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate. | Crime Insurance Limit | Crime Policy |
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. | Client Indemnification | Indemnification Clause |
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 | Insurance Policy and Locations | Commercial Property Program Coverage |
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 | Coverage Enhancements | Supplementary Payments |
Will restart ASA at 325 mg po qday, given patient has technically not failed aspirin therapy due to medication noncompliance. | Aspirin Therapy | Treatment Modification |
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. | Service Description | Performance Obligations |