**Exhibit 10.18**

 

**Facility License Agreement**

 

This Teqcorner Facility License Agreement (this “Agreement”) by andbetween Teqcorner, a Delaware Limited Liability Company and the individual orentity named in Section A below (“Client”) is effective as of **November1st, 2003** with respect to Clients’ license of theportion identified in Exhibit D hereto (the “Client Area”) of the Teqcornerfacility named in Section B.1 below (the “Facility”).

 

**LicenseOutline**

 
| **A.**                                                                                                                     | **PARTIES TO THE LICENSE**                                                                           |
|----------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|
| **CLIENT**                                                                                                                 |
| 1.                                                                                                                         | Client Legal Name:                                                                                   |   | Gladstone Capital Corporation |
| 2.                                                                                                                         | Client Business Name (if different):                                                                 |   | Same |
| 3.                                                                                                                         | Client State/Province of Formation:                                                                  |   | *Delaware* |
| 4.                                                                                                                         | Client Address:                                                                                      |   |   |
| 5.                                                                                                                         | Client Contact Person, Phone Number, Fax and E-Mail:                                                 |
|                                                                                                                       |                                                                                                 |
|                                                                                                                       | Daivd Gladstone 1616 Anderson Road, McLean, VA 22102 703 286 7000                                    |
| 6.                                                                                                                         | Billing Contact Information (if different):                                                          |   |   |
| 7.                                                                                                                         | Client Tax ID Number:                                                                                |   |   |
| TEQCORNER, LLC  1616 Anderson Road, McLean, Virginia   22102  United States                                           |
| **B.**                                                                                                                     | **BASIC TERMS**                                                                                      |   |   |
| 1.                                                                                                                         | Facility:                                                                                            |   | 1616 Anderson Road, McLean, VA   22102 |
| 2.                                                                                                                         | Nature of Client’s Business in Client Area:                                                     |   |   |
| 3.                                                                                                                         | Beginning Date of Initial Term:                                                                      |   | November 1, 2003 |
| 4.                                                                                                                         | Initial Term:                                                                                        |   | 12 months |
| 5.                                                                                                                         | End Date of Initial Term:                                                                            |   | October, 31 2004 |
| **C.**                                                                                                                     | **CLIENT AREA  SPECIFICATIONS (As depicted in the facility map in Exhibit D attached  hereto.)**     |
| 1.                                                                                                                         | Client Area*:                                                                                        |   | **Area 209** |   | **Area 208** |
| 2.                                                                                                                         | Total Monthly Base Service Area Fee                                                                  |   | $5,700.00 |   | $6,590.00 |
| 3.                                                                                                                         | Total Refundable Service Retainer (due upon execution of the  Agreement):                            |   | Current retainer will be applied to this  agreement |   | Current retainer will be applied to this  agreement |
| 4.                                                                                                                         | Monthly Additional Service Fees:                                                                     |   | $612.50 |   | $612.50 |
| 5.                                                                                                                         | One Time Set-Up Fees:                                                                                |   | waived |   | n/a |
| 6.                                                                                                                         | Occupancy:                                                                                           |   | 10 |   | 10 |
| 7.                                                                                                                         | Parking Spaces (if applicable):                                                                      |   | 10 |   | 10 |
| **8.**                                                                                                                     | **Due on Signing  (Base Service Fee for September)**                                                 |   | Current billing cycle will  apply |   | Current billing cycle will  apply |
| **9.**                                                                                                                     | **Due on Signing –  Refundable Security Retainer (separate checks, please)**                    |   | n/a |   | n/a |
| 10.                                                                                                                        | Reocurring Monthly Base Service Fee and Monthly Additional Service  Fee Due on the 1st of Each Month |   | **n/a** |   | **$13,515.00** |
| 11.                                                                                                                        | Duration                                                                                             |   | 12 months |   | 12 months |
| **D.**                                                                                                                     | **EXHIBITS**                                                                                         |   |   |   |   |
| Exhibit A – Teqcorner Facility Service  License General Terms and Conditions                                          |
| Exhibit B – Teqcorner Base Services                                                                                   |
| Exhibit C – Teqcorner Additional Services  and Voice and Data Services                                                |
| Exhibit D – Client Area Map                                                                                           |
| **E.**                                                                                                                     | **RENEWAL**                                                                                          |
| I would like my license to automatically  renew at the above-listed rates(w/4% annual escalator)for my area #209 and  #208 |
| Same Term                                                                                                                  | XX                                                                                                   | Shorter Term | N/A | Monthly | N/A |
|                                                                                                                            |                                                                                                      |  |  |  |  |  |  |  |  |  |

 

Client will giveninety (90) days written notice if Client wants to cancel my renewal. Eachparty has read and understands the terms and conditions as outlined in ExhibitA or Facilities Services Licenses General Terms and Conditions and agrees to bebound by those terms and conditions.

 

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**EXHIBIT A**

**TEQCORNER FACILITY SERVICE LICENSE GENERAL TERMS ANDCONDITIONS**

 

**1.General**

 

These terms and conditions apply to the Facility Service License (the“License”) signed by Client.  Under theLicense, Teqcorner has agreed to provide Client with the Client Area identifiedin The Teqcorner License Summary to the License and the base services describedin the Services Guide – EXHIBIT C to the License (the “Base Services”).  The Base Services and charges for use of theClient Area are included in the monthly base service fees (the “Base ServiceFees”) payable by Client to Teqcorner. In addition, Teqcorner provides Technology Services (as defined inSection 3(b)) and the other additional services described in the Services Guide– EXHIBIT C to the License (the “Additional Services” and together with theBase Services and the Technology Services, the “Services”).

 

**2.Use of ClientArea**

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*(a)***Nature of Client’s Business. **Clients will have the right to use the Client Areaexclusively during the Term (as defined in Section 4(a)) of this Exhibit A.Client may use the Client Area only for office purposes connected to thebusiness described in the License.  Anyuse of the Client Area or the Facility of a “retail” nature, including retailsale of goods to the public or other Clients of the Facility, or any other useinvolving frequent visits by the public is strictly prohibited.  Client will not (i) engage in any businessthat competes, directly or indirectly, with Teqcorner’ business of providingfacilities, infrastructure and related services or (ii) use the Teqcorner namein any manner.

 

*(b)***Client Equipment. **Client will not install any furniture or office equipment,cabling, Internet or telecom connections without Teqcorner’ prior writtenconsent, which Teqcorner may refuse in its absolute discretion.  Teqcorner has the right to have all suchinstallations done by Teqcorner’ designees at Client’s sole cost and expense.

 

*(c)***Care of Client Area and Facility. **Client is responsible and liablefor any damage caused by it agents, employees, invitees, or persons permittedby Client in the Building, the Facility or the Client Area.  Client agrees to take care of the ClientArea, the Facility, the equipment, furnishings and other property that it usesand acts at all times in a commercially responsible manner.  Client may not alter any part of the ClientArea, the Building, the Facility, equipment or furnishings provided byTeqcorner to Client.

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*(d)***Client Name and Client Address.**Client mayuse the address of the Facility as its business address.  Client may conduct its business at theFacility only in the name(s) specified in Sections A.1 and A.2 of theLicense.  If Client desires to conductits business in another name, it must submit a Name Change Form to Teqcornerfor approval, which will not be unreasonably withheld.  Client may not post signs on the windows ordoors of the Client Area or the Facility that are visible to those outside theClient Area. Teqcorner will provide all signage for the Client Area.

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*(e)***Compliance with Laws. **Client will not use the Client Area for any purpose thatwould cause a violation of the License or any applicable laws, rules orregulations or that in Teqcorner’ sole discretion is dangerous, illegal,interferes with other Clients or impairs the quality, character, reputation orappearance of the Building, the Facility or the Client Area.

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*(f)***Facility Rules and Regulations. **Client agrees to observe allrules and regulations that Teqcorner imposes generally on Clients and users ofits facilities.

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*(g)***Inventory. **Clientwill sign an inventory list document when it moves into the Client Area (the“Inventory List”).  The Inventory Listwill include all furniture, equipment and supplies in the Client Area and thecondition of such items.  The InventoryList will be updated as necessary to reflect additional items supplied byTeqcorner to Client.

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*(h)***Hosting /Telephone Services. **Client may not have any hardware or software in theClient Area or the Facility that is the unsolicited recipient/host of Internettraffic from outside the Facility. Client may not use any telephone services, telephone carriers orInternet provider in the Client Area other than those provided by Teqcorner.

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*(i)***Surrender. **Clientwill immediately leave the Client Area upon termination of the License.  In the event that Client does not surrenderthe Client Area upon termination of the License, Teqcorner reserves the rightto charge Client two (2) times the Monthly Base Service Fee prorated for eachday the Client remains in the Client Area following the End Date (as defined inSection 4).  Teqcorner may also refuseto provide any services during such period at no liability to Teqcorner.  If Client leaves behind any property, suchproperty will be deemed abandoned and may be disposed of by Teqcorner,including

 

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being discarded, at Client’sexpense, and/or sold.  If Clientdefaults under the License and Client is denied access to the Client Area,Teqcorner will not be liable for any damages to the Client.

 

*(j)***Keys and Security; User Ids and Passwords*.***Anykeys or entry cards provided by Teqcorner will remain Teqcorner’s property atall times.  Two sets of keys and entrycards shall be provided at no extra charge. Client will not make any copies of these keys and entry cards or allowanyone else to use them without Teqcorner’ prior written consent.  Any loss must be reported to Teqcornerimmediately.  Client will pay the costof replacement keys or cards and of changing locks.  Client will use its reasonable efforts to keep the Building, theFacility, the Client Area and Client’s personal property safe and secure at alltimes.

** **

**3.  Teqcorner Services.**

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*(a)***Base Services. **As long as Client is (i) current in paying its Fees and (ii)in compliance with the License, Teqcorner will provide Client with the BaseServices and Client will be eligible to request Additional Services. Teqcornerguarantees that Client’s Area will be ready for move in.  If for any reason space is not available,Teqcorner guarantees that office space of equal or greater size and qualitywill be made available, until such time as Client Area is made available.

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*(b*)**Technology Services. **As long as Client is (i) current in paying its Fees and (ii)in compliance with the License, Teqcorner will provide Client, as requested,with voice and data services, including without limitation, telephoneinstallation and usage, Internet connections and technology support services(the “Technology Services”).  SuchTechnology Services will be subject to the charges described in Section 5below.

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*(c)***Parking. **IfTeqcorner has parking available for Clients at or in the vicinity of theBuilding, it will provide Client with the number of parking spaces listed inthe Services Guide - Exhibit B of the License at Teqcorner’ published ratesduring the time the parking services are utilized, which rates may change fromtime to time in Teqcorner’ sole discretion. Client will abide by all rules and regulations governing parking in andaround the Building.

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*(d)***Access to Client Area; Relocation. **Teqcorner can enter the ClientArea at any reasonable.  In no eventwill Teqcorner charge Client Monthly Base Service Fees for such Client Areauntil it becomes available to Client. If Client chooses to relocate, it willbear all costs associated with its relocation. Prior to any relocation, Client shall enter into a facility serviceLicense with respect to the new Client Area.

 

*(e)***Teqcorner’s Limitation of Liability. **The Client acknowledges that dueto the imperfect nature of verbal, written and electronic communications,neither Teqcorner nor Teqcorner’s landlord or any of their respective officers,directors, employees, shareholders, partners, agents or representatives shallbe responsible for damages, direct or consequential, that may result from thefailure of Teqcorner to furnish any service, including but not limited to theservice of conveying messages, communications and other utility or services.  The Client’s sole remedy and Teqcorner’ssole obligation for any failure to render any service, any error or omission,or any delay or interruption of any service, is limited to an adjustment to theClient’s bill in an amount equal to the charge for such service.

 

**WITH THE SOLEEXCEPTION OF THE REMEDY DESCRIBED ABOVE,****CLIENTEXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND****AGREES NOT TO MAKE, ANY CLAIM FORDAMAGES, DIRECT OR****CONSEQUENTIAL, INCLUDING WITH RESPECT TO LOST BUSINESSOR****PROFITS, ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE, ANY****ERROR OROMISSION WITH RESPECT THERETO, OR ANY DELAY OR****INTERRUPTION OF SERVICES.  TEQCORNER DISCLAIMS ANY WARRANTY OF****MERCHANTABILITYOR FITNESS FOR A PARTICULAR PURPOSE.**

 

**4.  Term, Renewal and Termination.**

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*(a)***Term. **Theinitial term of the License shall commence and end on the dates identified inSections B.3 and B.5 of the License Outline (the “Initial Term”).  On the terms and subject to the conditionsset forth in Section 4(b) below, at the end of the Initial Term, Teqcorner mayelect to permit Client to renew the License in which case Client shall completea Renewal Election Form and execute a Facility Service Renewal License(“Renewal License”).  The length of theterm of such renewal (the “Renewal Term” and together with the Initial Term,“The Term”) and other relevant terms shall be described in the RenewalLicense.  The last day of the InitialTerm or any Renewal Term shall be an “End Date.”

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*(b)***Client Renewal and Termination.**

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*(i)***Termination by Client. **In order for Client to terminate the License effectiveon an End Date, Client shall submit a completed

 

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Termination Election Form toTeqcorner indicating its intention to terminate at least ninety (90) calendardays prior to the relevant End Date. Client termination day must be the lastday of the month.

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*(ii)***Renewal by Client. **If Client desires to renew the License beyond the End Date,it shall submit a completed Renewal Election Form to Teqcorner at least ninety(90) calendar days prior to the relevant End Date.  A Renewal License executed by Client shall accompany this RenewalElection Form.  Upon receipt of anexecuted Renewal Election Form and Renewal License, Teqcorner shall, in itssole discretion, determine whether to permit renewal of the License.  In the event that it permits renewal of theLicense, Teqcorner shall execute the Renewal License.  If Teqcorner does not wish to renew the License, it will sonotify Client and the License will terminate effective on the End Date.

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*(iii)***Late Termination*.***If Client does not submit aTermination Election Form (or an executed Renewal License if it seeks to renewthe License) at least ninety (90) calendar days prior to the relevant End Date,Teqcorner may in its absolute discretion: (A) make the Client Area availablefor viewing at any time through the effective date of termination of theLicense to other Clients, prospective Clients or for Teqcorner personnel, and(B) either (i) terminate the License effective on the End Date or (ii)automatically renew the License for the period on the relevant End Date andending on the last day of the calendar month following the month in which suchEnd Date occurs and which renewal shall otherwise be on the same terms andconditions as those set forth in the original License.

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*(c)***Termination by Teqcorner. **Teqcorner may terminate the License in its absolutediscretion effective (i) on any End Date, (ii) on the date of termination ofits lease for the Facility or destruction of the Facility or (iii) immediatelyif (A) Client has not paid its Fees when due to Teqcorner; (B) Client is inbreach of the License and such breach, if of a nature that could be cured, hasnot been cured within five (5) business days’ written notice of the breach fromTeqcorner, or (C) if the conduct of Client, its agents, employees, invitees, orpersons permitted by Client in the Building, the Facility or the Client Area isincompatible with general business use.

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*(d)***Termination of Services. **Client must vacate the Client Area on or prior to theeffective date of termination of the License. In the event that Client fails to vacate the Client Area or pay alloutstanding Fees in full within 5 business days of written notice Teqcorner mayat its sole discretion: (i) reenter and take possession of the Client Area andremove all persons and property from the Client Area, (ii) disconnect anyTechnology Services, (iii) restrict or eliminate Client’s access to the ClientArea and/or Facility and/or Building and (iv) cease supplying Client with anyServices.  Teqcorner shall not be liableto Client for any damages to Client if Client does not vacate the Client Areaand Teqcorner takes any of the above actions, changes the locks, moves Client’sproperty or otherwise denies Client access to the Client Area.  In addition, Client shall be liable forcharges to reconnect or reinstall any Services at Teqcorner standard rateseffective at the time such reconnection or reinstallation.

 

Notwithstanding any other provision of this Agreement, if Teqcorner isunable to provide adequate space in the building and upon Client’s delivery ofat least four (4) months’ prior written notice, Client may terminate theLicense upon delivery to Teqcorner of written notice of such termination, andsuch termination shall be effective on that date stated in the notice, so longas such date is at least four (4) months after delivery of the notice (providedfurther, however, that the parties may agree in writing to a shorter period).

 

*(e)***Termination Procedures. **Following termination of the License, Client shallremain responsible for paying all Fees and other outstanding obligations toTeqcorner.  After termination of theLicense, Client will timely notify all of its customers, suppliers and other contactsof Client’s new address and phone numbers. Teqcorner shall have no obligation to notify any person or entity ofClient’s new address or phone numbers. Client acknowledges that Teqcorner will comply with the U.S. PostalService regulations regarding Client mail. Client agrees not to file a change of address form with the postalservice.  Filing of a change of addressform may forward all mail addressed to the facility to the Client’s newaddress. In addition, all telephone and facsimile numbers and IP addresses areproperty of Teqcorner.  These numberswill not be transferred to you at the end of term.  For a period of thirty (30) calendar days after the expiration ofthis License, Teqcorner will provide the Client’s new telephone number andaddress to all incoming callers and will hold or forward the Client’s mail,packages, and facsimiles at no cost to Client per the Termination ElectionForm. After thirty (30) calendar days Client may request the continuation ofthis service at the Client’s cost.

 

Unless Client otherwise notifies Teqcorner in writing, Teqcorner willfollow its standard mail, telephone and voice forwarding policy and chargeClient its published rates for such services on the

 

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effective date of termination of the License.  The fees for such services will be deducted from the ServiceRetainer (as defined in Section 5(c) hereof).

 

***5.*Fees.**

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*(a)*******General.** Invoices (the “Monthly Invoices”)are issued on or about the 20th day of each calendar month (the “MonthlyInvoice Date”) and will include fees for (i) Monthly Base Service Fees for thenext calendar month, (ii) Technology Services periodic and set -up fees for thenext calendar month (the “ Technology Periodic Fees”), (iii) Unpaid TechnologyServices usage fees for all prior calendar months (the “ Technology Usage Fees”and, together with the Technology Periodic Fees, the “ Technology ServiceFees”), (iv) parking fees for the next calendar month (the “Parking Fees”) ifapplicable and (v) any Additional Services requested by Client or EnergySurcharge (as defined in Section 5(f)) since the last Monthly Invoice (the“Additional Service Fees” and together with the Monthly Base Service Fees,Parking Fees and the Technology Services Fees, the “Fees”).  Payment for any and all Fees is due in fullon the 5th day of the calendar month following Monthly Invoice Date month.  Any Monthly Base Service Fees, Parking Feesand Technology Service Fees for periods of less than a calendar month shall beproportionately determined based on a 30-day month.  Teqcorner shall have the right to terminate all Client TechnologyServices if Client does not remain current in paying its Fees.  All payments will be made in the UnitedStates in U.S. dollars.

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*(b)***Determination of Fees.**

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*(i)***Monthly Base Service Fees. **Monthly Base Service Fees are determined based uponthe Base Occupancy for the Client Area set forth in Section C.1 or 2 of theLicense.

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*(ii)***Technology Service Fees. **Clients shall pay one-time installation and set up aswell as periodic charges for Technology Services as described in publishedTeqcorner rates, as such rates may change from time to time in Teqcorner’ solediscretion.  Subject to a minimum usageequal to the Technology Minimum set forth in section C.4 of the License, Clientshall select the level of Technology Services it uses.  All Client Areas are subject to a minimumTechnology Service Fee based upon the Technology Minimum for a Client Area.  Technology Services are subject to standardTeqcorner fees, as published at the time of usage, for usage up to the BaseOccupancy.  Any usage in excess of theBase Occupancy is subject to premium Teqcorner fees, as published at the timeof usage.  Teqcorner shall be the soleand exclusive provider of telecommunication and data services to Client.

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*(c)***Refundable Service Retainer. **The refundable service retainer set forth in SectionC.3 of the License paid by Client in connection with the License (the “ServiceRetainer”) will be held by Teqcorner as security for Client’s performance ofits obligations under the License.  TheService Retainer is not a deposit and shall not accrue interest.  Any remaining Service Retainer afterdeducting outstanding Fees and any other costs or expenses, including CollectionCosts (as defined in Section 5(f)), owed to Teqcorner, will be paid to Clientwithin sixty (60) calendar days of the effective date of termination of theLicense.  Teqcorner may require Clientto increase the amount of the Service Retainer in the event that Client’smonthly fees exceed the amount of the Service Retainer or Client does not payits Fees in a timely manner.  Inaddition, in the event that Teqcorner applies any of the Service Retainerpursuant to the License, Teqcorner retains the right to return only the unusedportion  of the retainer. If appliedamounts pursuant to the License agreement are more than the retainer , then theClient is liable for the additional charges.

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*(d)***Payments.** Client agrees to pay the base andadditional service fees and all applicable sales or use taxes on the paymentdates listed on the license summary.  IfClient disputes any portion of the charges on Client’s bill, Client agrees topay the undisputed portion on the designated payment date.  Client agrees that charges must be disputedwithin sixty (60) calendar days or Client waives the right to dispute suchcharges.  Client may be charged a latefee for any late payments.

 

*(e)***Default. **Clientis in default under this License if; 1) Client fails to abide by rules andregulations of the facility, a copy of which has been provided; 2) Client doesnot pay fees on the designated payment date and after written notice of thisfailure to pay Client does not pay within five (5) business days; and 3) Clientdoes not comply with the terms of this License.  If the default is unrelated to payment the Client will be givenwritten notice of the default and the Client will have ten (10) calendar daysto correct the default.

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*(f)***Late Payment. **Pastdue Monthly Invoices not paid by the 5th calendar day of the month (the “LateFee Date”) following the Monthly Invoice Date will be subject to a 5% late feecharge.  Any sums not paid by the LateFee Date shall automatically accrue interest from the Late Fee Date at rate ofeighteen percent (18%) per annum or the highest rate allowed by law, whicheveris less.  Teqcorner shall charge Clientits standard return 

 

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check fee for all returnedchecks.  Returned checks will not beconsidered timely payments for calculation of late charge fees.  Client shall also be liable for any costsincurred by Teqcorner (“Collection Costs”), including without limitation,attorneys’ fees and/or costs of collection or of ensuing performance.  Such fees shall be added to any amounts dueunder the License.

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*(g)***Taxes. **Allfees charged by Teqcorner for Services are exclusive of all excise, sales, use,personal property and other similar taxes and fees (“Taxes”) now in force orenacted in the future in connection with the delivery of Services.  Client will be responsible for all suchTaxes, except for taxes based on Teqcorner’ net income.

** **

**6.  License Agreement**

 

**THIS LICENSE IS NOT ALEASE OR ANY****OTHER INTEREST IN REAL PROPERTY.  IT IS A CONTRACTUAL****ARRANGEMENTTHAT CREATES A REVOCABLE LICENSE. **Teqcornerretains legal possession and control of the center and the office assigned tothe Client.  Teqcorner’s obligation toprovide the Client area and services is subject to the terms of Teqcorner’slease with the landlord.  This Licenseterminates simultaneously with the termination of Teqcorner’s lease or thetermination of the operation of Teqcorner’s facility for any reason.  As our Client you do not have any rightsunder Teqcorner’s lease with its landlord. When this License is terminated because the term has expired orotherwise, the Client’s license to occupy the facility is revoked.  Client agrees to remove the Client’spersonal property and leave the office as of the date of termination.  Teqcorner is not responsible for propertyleft in the office after termination.

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**7.  Indemnifications; Limitation ofLiability; Insurance.**

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*(a*)**Indemnity*.***Client indemnifies and holdsharmless Teqcorner, its officers, directors, employees, agents and affiliatesfrom and against any loss, damage, injury, liability or expense to or of personor property occasioned by or resulting from (i) Client’s default in observingthe terms of the License, (ii) any willful or negligent act on the part ofClient, its agents, employees, invitees, or persons permitted by Client in theBuilding, the Facility or the Client Area, (iii) charges associated with anytoll fraud traceable to the Technology Services, including but not limited to,unauthorized use of calling cards, call forwarding or telephone lines or (iv)any computer “virus”, unauthorized access or other corruption, infiltration ordisruption traceable to Client’s use of Technology Services.  Neither Teqcorner nor Client will be liableto any other person on account of loss, damage or theft to any business orpersonal property of Teqcorner or Client, its officers, directors, its agents,employees, invitees, or persons permitted by Teqcorner or Client in theBuilding.  Neither Teqcorner nor Clientwill be liable for any loss, damage, injury, and liability or expense to or ofperson or property except as may result from Teqcorner’s or Client’s willfulmisconduct or grossly negligent acts.

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*(b)*******No Consequential Damages*.* **Teqcorner will not be liable for any claim of businessinterruption or for any indirect, incidental, special, consequential, exemplaryor punitive damages arising out of any failure to furnish any service orfacility, any error or omission with respect thereto, or any delay orinterruption of same, even if advised of the possibility of such damages,whether arising under theory of contract, tort (including negligence), strictliability or otherwise.  Teqcorner’liability under the License will in no event exceed the amount paid by Clientfor the services for which the claim arose.

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*(c)*******No Warranties. **ANY SERVICES PROVIDED BY TEQCORNER PURSUANT TO THE AREEMENTARE PROVIDED ON AN “AS IS” BASIS, AND CLIENTS USE OF THE SERVICES IS AT ITS OWNRISK.  TEQCORNER DOES NOT MAKE, ANDHEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES,INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROMA COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TEQCORNER DOES NOT WARRANT THAT ANY SERVICES WILL BE UNINTERRUPTED,ERROR-FREE, OR COMPLETELY SECURE.

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*(d)***Basis of the Bargain; Failure of Essential Purpose.**Theparties acknowledge that Teqcorner has set its prices and entered into theLicense in reliance upon the limitations of liability and disclaimers ofwarranties and damages set forth herein, and that the same form an essentialbasis of the bargain between the parties. The parties hereby agree to the allocation of risk contained herein.  The parties agree that the limitations andexclusions of liability and disclaimers specified in the License will surviveand apply even if found to have failed of their essential purpose.

 

*(e)***Damages and******Insurance.**Client isresponsible for any damage that the Client causes to the center or area(s)beyond normal wear and tear.

 

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Teqcorner has the right toinspect the condition of the office from time to time and make any necessaryrepairs so long as no interference with operations of Client occurs.

 

The Client is responsible for insuring all its personal propertyagainst all risks.  The Client has therisk of loss with respect to any of the Client’s personal property- Clientagrees to waive any right of recovery against Teqcorner, its directors,officers and employees for any damage or loss to Client’s property under theClient’s control.  All property in theClient’s area(s) is understood to be under Client’s control.

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**8. Miscellaneous.**

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*(a)***Survival. **Theprovisions of Sections 4(e), 5, 6, 7 and 8 shall survive termination of theLicense.

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*(b)***Force Majeure. **Except for the obligation to make payments, neither partywill be responsible for delays or failures in performance resulting from actsbeyond the control of such party, including without limitation, acts of God,riots, and acts of war, epidemics, fire, earthquakes or other naturaldisasters.

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*(c)***Complete License, Modification; Counterparts.**TheLicense and any other terms and conditions incorporated by reference herein,contain the entire understanding of the parties with respect to the subjectmatter hereof, and supersede any and all related prior understandings andLicenses, oral or written.  The Licensecannot be modified or amended except in a writing signed by both parties.  The License may be executed in two or morecounterparts, each of which will be deemed an original, but all of whichtogether shall constitute one and the same instrument.  Once signed, any reproduction of the Licensemade by reliable means (e.g., photocopy, facsimile) is considered an original.

 

(*d*)**Severability, Waiver. **If anyprovision of the License is declared or found to be illegal, unenforceable orvoid, then each provision not so affected will remain in full force andeffect.  The waiver by a party of abreach of any provision of the License shall not operate or be construed as awaiver of any other or subsequent breach by the other party.

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*(e)***Restriction on Hiring. **Teqcorner employees are an essential part of ourability to deliver Teqcorner services. The Client acknowledges this and agrees that, during the term of theClient’s license and for one (1) year afterward, Client will not hire any ofTeqcorner’s or any of its affiliates’ employees.  If the Client does hire one of Teqcorner’s employees, Clientagrees that actual damages would be difficult to determine and therefore Clientagrees to pay liquidation damages in the amount of one-half of the annual basesalary of the employee that the Client hires. Client agrees that this liquidated damage amount is fair and reasonable.

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*(f)***Governing Law; Dispute Resolution.**TheLicense is made under and will be governed by and construed in accordance withthe laws of the state within which the Facility is located without regard toconflicts of laws provisions.  Theparties will endeavor to amicably mutual discussions any disputes, differences,or claims whatsoever related to the License.

* *

*(h)***Assignment. **Clientmay not assign its rights or delegate its duties under the License either inwhole or in part without the prior written consent of Teqcorner, in its solediscretion, and any attempted assignment or delegation without such consentwill be void.

 

*(i)***Notice. **Allnotices are to be in writing and may be given by registered or certified mailpostage prepaid, overnight mail service or hand delivered with proof ofdelivery addressed to Teqcorner or Client at the address listed on thesignature page to the License or at such other address as may hereafter befurnished in writing by either party to the other party.  Such notice will be deemed to have beengiven as of the date it is delivered, mailed or sent, whichever is earlier.

* *

*(j)***Confidentiality, Use of Client Marks. **Each party hereto will hold theterms of the License in confidence with the exception of disclosure to Client’sattorney.  This confidentialityobligation survives termination of the License. Teqcorner reasonably uses thename of Client, Client’s service marks, trademarks, trade names and logo(“Client Marks”) and a description of the Services performed for Client in itswebsite, advertising and promotional literature.  Otherwise, Teqcorner shall have no license, right, title orinterest in Client Marks, and Client shall have the right to discontinue ormodify use of Client Marks at any time. Teqcorner agrees (i) that the nature and quality of its use of ClientMarks shall conform to the standards set by the Client, (ii) to work withClient in facilitating Client’s monitoring and control of the use of ClientMarks and (iii) to supply the Client with specimens of use of Client Marks uponrequest.

 

THE ADDITIONAL TERMS AND CONDITIONS IN EXHIBITS A THROUGH D HEREOF, ANDANY AMENDMENTS THERETO, ARE PART OF THIS LICENSE.  THE CLIENT ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND ITSEXHIBITS,

 

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UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEIR TERMS ANDCONDITIONS.  FURTHER, CLIENT AGREES THATTHIS AGREEMENT AND ITS EXHIBITS ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THEAGREEMEENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PRIOR LICENSES, WHETHERORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TOTHE SUBJECT MATTER HEREOF.

 

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| **CLIENT**                    | **TEQCORNER, LLC**                                                                     |
|-------------------------------|----------------------------------------------------------------------------------------|
|                          |                                                                                   |
| By:                           | By:                                                                                    |
|                          |                                                                                   |
|                          |                                                                                   |
| /s/ David Gladstone           |                                                                                   | /s/ Stasia MacLane |   |
| Name:                         | Name:                                                                                  | Stasia MacLane |
| Title:                        | Title:                                                                                 | Managing Director |
|                          |                                                                                   |
| *Address for Formal  Notice*: | *Address for Formal  Notice:*                                                          |
|                          |                                                                                   |
|                          | 1616 Anderson Road  McLean, VA  22102  (703) 356-0080 (Tel)  (703) 356-3166 (Fax) |
|                          | smaclane@teqcorner.com                                                                 |
|                               |                                                                                        |  |  |  |

 

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**EXHIBITB**

**BaseServices**

 

The following base services are included in Client’s Monthly Base Fee:

 

•                  Furnished ClientArea

•                  ReceptionistServices Monday - Friday 9:00 a.m. - 5:00 p.m., excluding holidays*

•                  Ten (10) hoursper month of furnished team and meeting room use combined, subject toavailability and Client being current in its Teqcorner payment obligations

•                  Use ofphotocopying area, subject to photocopying fees

•                  Business Address

•                  Mail and packagereceipt Monday - Friday 9:00 a.m. - 5:00 p.m., excluding holidays*

•                  Lighting andelectrical power

•                  Cleaningservices Monday - Friday, excluding holidays

•                  Heating and AirConditioning, Monday – Friday; 8am-12 noon on Saturdays, exluding holidays*

 

**EXHIBIT C**

**Additional Services and Technology Services**

 

The following Additional Services and Technology Services are availablefor additional charges in accordance with published Teqcorner rates applicableat the time such Additional Services and Technology Services are rendered, assuch rates may change from time to time in Teqcorner’s sole discretion:

 

**TECHNOLOGYSERVICES**

•                  Telephoneequipment

•                  Voice messagingservices

•                  Local and longdistance telephone services

•                  Internetconnection via T I

 

**ADDITIONALSERVICES**

 

**OfficeSupplies and Services**

•                  Facsimile Number

•                  FacsimileServices

•                  Photocopying

•                  Outgoing mailand express mail services

•                  Office Supplies

•                  AdditionalFurniture

•                  AdditionalConference Room Services in excess of Base Services (subject to availability)

•                  SecretarialServices

**OtherServices**

•                  Parking

 

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**THISPAGE IS PURPOSELY LEFT BLANK**

 

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**EXHIBIT D**

Facility Map

 

[FLOOR POINT]

 

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