Exhibit
10.18


 


LEASE AGREEMENT


 


THIS
LEASE (this “Lease”) is made as of 3/28, 2005 by and between Genesis Partners,
LLC of Bozeman, Montana, herein referred to as “Landlord”, and Right Now
Technologies, Inc., a Montana corporation, of Bozeman, Montana, hereinafter
referred to as “Tenant”.


 


WITNESSETH:


 


1.
Leased Property. Landlord hereby leases to Tenant such part of the
office building located on the real property in Gallatin County, Montana whose
address is 45 Discovery Drive, Bozeman, Montana, consisting of (A) during the
initial period of the Lease, 3444 square feet currently occupied by Tenant
pursuant to a predecessor lease; and (b) after the initial period of the Lease,
2296 sf (.25 x 9184 sf) square feet as depicted on attached Exhibit A, together
with (i) the non-exclusive right of ingress and egress for Tenant and its
employees, agents, invitees and contractors between the building and the
nearest public streets, and (ii) the right to use the parking lot surrounding
the building for its employees, agents, invitees and contractors in common with
others (the “premises”). For the purposes of this clause and clause 4, the “initial
period” of the Lease ends two (2) weeks after the commencement of the lease
from Landlord to Tenant of premises at 110 Enterprise Boulevard, Bozeman,
Montana (Genesis IV). Landlord represents and agrees that the parking lot will
provide, at all times during the term of this Lease, a parking ratio of not
less than five spaces per 1000 square feet of rentable square footage in buildings
whose tenants are or will be using the parking lot.


 


2.
Terms of Lease. The primary term of this Lease shall be for twelve (12)
months commencing on the 1st day of May, 2005, and ending on the
30th day of April, 2006, both dates inclusive, unless sooner terminated as
herein provided. Thereafter, the Lease shall continue on a month to month basis
on the same terms and conditions, except as provided in paragraph 4.


 


3.
Option to Extend. Upon expiration of the primary term of this Lease,
Tenant is granted an option to extend the term of this Lease for one (1)
additional twelve (12) month period, (an “extension term”) upon the same terms
and conditions as are included in this Lease. 
The primary term and the extension term will be collectively referred to
in this Lease as the “term.” Tenant shall


 





















 


notify Landlord within not
less than forty five (45) days prior to the expiration of the primary term of
this Lease of Tenant’s exercise of its option to extend this Lease, provided
that in the circumstances described in paragraph 13, the option to extend the
term may be exercised earlier as provided in paragraph 13, and if the option to
extend is exercised earlier as provided in paragraph 13, nevertheless, the
rental payable as provided in paragraph 4 shall be determined at the time and
in the manner provided in paragraph 4.


 


4.
Rent. Tenant shall pay as rental for the premises during the first year
of the primary term of the Lease (A) during the initial period (as defined in
clause 1) of the Lease, $4,163.68 per month (or pro rata for a portion of such
month); and (B) after the initial period of the Lease, $2,776.29 per month (or
pro rata for a portion of such month) computed at the rate of $14.51 per square
foot on 2296 square feet of office space, payable monthly, in advance. On each
anniversary date of this Lease, beginning on May 1st, 2007, the
annual rent shall be increased by 2%. Rent shall be paid without notice or
demand by Landlord to Landlord at 895 Technology Blvd, Suite 101, Bozeman,
Montana 59718 or at such other place as Landlord may direct in writing.


 


5.
Covenants. Tenant hereby acknowledges and agrees:


 


A.
Tenant is familiar with the premises. Tenant’s taking of possession of the
premises shall be conclusive evidence that the premises were in good, clean and
sanitary condition, are in all respects satisfactory and acceptable to Tenant,
and are in the condition in which Landlord represented the premises to be.


 


B.
Tenant will keep the premises in a clean and sanitary condition during the term
of this Lease. Landlord shall have no obligation to make any alterations or
improvements of any kind in or about the premises other than as set forth in
this Lease. Tenant shall repair or replace promptly all damages to the premises
due to acts of Tenant, its agents, employees, invitees, or subtenants, reasonable
wear and tear excepted. Tenant also shall not cause any waste to be committed
in or about the premises; Tenant will keep the premises free and clear of any
and all refuse and debris; and Tenant agrees to observe all rules and
regulations of the County of Gallatin and State of Montana in any way relating
to maintenance, use and occupancy of the premises.


 


C.
Tenant will not use or permit anything to be used upon the premises which is
likely to deface or damage the premises, or do anything that will increase the
rate of insurance thereof (unless Tenant first agrees to pay any increased
premiums), or permit anything to be done upon the


 





















 


premises
or in the areas, sidewalk or streets adjacent to the premises, which will
amount to or create a nuisance.


 


D.
Tenant shall make no alterations in or additions to the premises without first
obtaining Landlord’s written consent, which consent will not be unreasonably
withheld, delayed or conditioned. Tenant shall not erect or permit to be
erected upon the premises any signs without written consent of Landlord, which
consent will not be unreasonable withheld, delayed or conditioned.


 


E.
Tenant agrees, with respect to all alterations or improvements to the premises
or any part thereof, which Tenant undertakes with written consent of Landlord,
that Tenant shall in all instances save Landlord and the premises forever
harmless and free from all damages, loss and liability of every kind and
character which may be claimed, asserted or charged, including liability to
adjacent owners or tenants, based upon the acts or negligence of Tenant or its
agents, contractors or employees, for any negligence, or for the failure of any
of them to observe and comply with the requirements of the law, including the
regulations and the authorities in the City of Bozeman, and Tenant will
preserve and hold Landlord and the premises free and clear from all liens or encumbrances
for labor and materials furnished. Any and all alterations, additions, and improvements
made by Tenant to or upon the premises (with the exception of furnishings, equipment,
and removable trade fixtures installed by Tenant) shall, upon installation, be
deemed attached and part of the premises, provided however, that if prior to
termination of this Lease, or within fifteen (15) days thereafter, Landlord so
directs by written notice to Tenant, promptly following said termination of
this Lease, Tenant shall remove such of the said additions, improvements,
fixtures, and installations placed upon the demised premises by Tenant as shall
by designated in said notice from Landlord, and Tenant shall repair any damages
occasioned by such removal. Further, in this regard, Tenant hereby agrees that
it will, during the continuance of this Lease, keep the premises and interior
of the premises in good condition and repair, reasonable wear and tear
excepted.


 


F.
Tenant may use and occupy the premises for the purpose of a business office and
all activities incidental thereto, including the manufacture of software, and
not otherwise. Tenant shall not use or knowingly permit any part of the
premises to by used for any unlawful purposes and shall


 





















 


comply
with all applicable laws and regulations of the County of Gallatin, State of
Montana, and the United States of America.


 


G.
Tenant agrees that Landlord shall not be liable for any damage or injury to
persons or property or for the loss of property sustained by Tenant or by any
other person or persons on the premises due to any act of negligence of Tenant.


 


H.
Tenant agrees that it will not assign this Lease or sublease any portion of the
premises or permit this Lease to transferred by operation of law or otherwise
without the written consent of Landlord, which consent shall not be
unreasonably withheld, delayed or conditioned; provided, however, that any
merger and reorganization of Tenant for the purpose of incorporating under
another state law shall not be deemed to be an assignment for purposes of this
paragraph and shall not require Landlord’s consent, or that any merger or
change in control of the Tenant shall not be deemed to be an assignment for the
purposes of this paragraph and shall not require Landlord’s consent. Tenant
shall remain responsible under this Lease for any portion of the premises
sublet by Tenant (even if Landlord approved the subletting), unless Landlord
shall agree otherwise. Any subtenant to whom any portion of the property is
sublet shall agree to abide by the provisions of this Lease which are
applicable to the sublet portion of the premises, before Landlord will be
required to consent to the proposed subleasing of any portion of the premises.


 


I.
Tenant will permit Landlord, at all reasonable times and after reasonable
notice to Tenant at Landlord’s sole risk and expense and in a manner that
causes the least practical disruption to Tenant, to enter upon the premises (i)
to inspect their condition and to make reasonable and necessary repairs for the
protection and preservation of the premises, (ii) to ascertain whether Tenant
has performed its covenants under this Lease, and (iii) to show the premises to
persons who may wish to rent the premises after the expiration of the term of
this Lease or to purchase the premises, provided that any showing of the
premises to persons who may wish to rent the premises shall be only during the
last year of the term of the Lease.


 


J.
Tenant, upon leaving the premises, shall at its own expense, remove all dirt,
rubbish, and refuse and upon failure to do so, Landlord may immediately,
without further notice, do so at Tenant’s expense. Tenant shall immediately pay
Landlord’s expenses upon receipt of a bill for the same from Landlord.


 





















 


6.
Default and Landlord’s Rights. If the premises shall be deserted or
vacated, or if a trustee or receiver of a substantial portion of Tenant’s
property is appointed, or if an order is entered against Tenant for relief
under Title 11 of the United States Code, or there shall be a default in
payment of any rent for more than five (5) days after written notice of such
default from Landlord, or there shall be a default in the performance or any
other covenant, agreement, condition, rule or regulation herein contained, or
hereafter established with Tenant’s consent, which shall continue for more than
thirty (30) days (or, if the default is not curable within thirty (30) days and
if Tenant begins to cure the default within such thirty (30) day period and
diligently pursues curing the same, then for such for additional period as
shall be reasonably necessary to cure the default) after Tenant’s receipt of
written notice of such default from Landlord, Tenant’s rights in this Lease (if
Landlord so elects, and such election is reserved) shall thereupon terminate
and end without the necessity for any further notice, and Landlord shall have
the right to re-enter and repossess the premises in the manner permitted by law
and dispossess or remove there from Tenant or other occupants thereof and their
effects without being liable to any prosecution or action therefore. Landlord
may likewise, at Landlord’s option, and in addition to any other remedies which
Landlord may have upon default, let and relet the premises in whole or in part,
altering, changing or subdividing the same as in its reasonable judgment may
accomplish the best rental results, and upon such terms and for such length of
time, whether lesser or greater than the unexpired portion of the term of this
Lease, as Landlord may reasonably see fit, and Tenant shall be liable to
Landlord for any deficiency between the remaining unpaid rental and the rental
so procured by Landlord for the period of said letting or reletting which is
during the remaining term of this Lease and shall further be liable for the
reasonable costs of reletting and alterations or changes required to enable
Landlord to let and relet the premises, the deficiency and costs not to exceed,
however, the balance of the unpaid rental due from tenant for the remaining
term of the Lease. Landlord any institute action for the whole of any such
deficiency immediately upon effecting a letting or reletting and shall not
thereafter be precluded from further like action in the event such letting or
relettng shall not cover the entire unexpired portion of the term hereof, or
Landlord may monthly, or at such greater intervals as it may see fit, require
Tenant to pay said deficiency then existing, and Tenant agrees to pay said
deficiency to Landlord from time to time when called upon by Landlord to do so.
Should this Lease not be terminated, Landlord may, notwithstanding such letting
or reletting, at any time


 





















 


thereafter elect to
terminate it. Tenant, upon termination as herein provided, will yield quiet and
peaceful possession to Landlord, subject to any letting or reletting Landlord
has effected of the premises. If Landlord shall give the notice of termination
as herein provided, then, at the expiration of such period, this Lease shall
terminate as completely as if that were the date herein fixed for the
expiration of the term of this Lease, and Tenant shall then surrender the
premises to Landlord.


 


7.
No Waiver of Breach. Tenant agrees that no consent, expressed or
implied, by Landlord to any breach of Tenant’s covenants or agreements shall be
deemed a waiver of any succeeding breach.


 


8.
Notice. It is agreed that all notices herein required to be given shall
be effective upon mailing, postage prepaid, addressed to Landlord at 895
Technology Blvd, Suite 101 Bozeman, Montana 59718 or addressed to Tenant at 45
Discovery Drive, Bozeman, Montana or such other place as either may designate
in writing to the other. In addition, any notice from Landlord to Tenant
relating to this Lease or the premises shall be deemed duly served if
personally delivered to an officer of Tenant at the premises.


 


9.
Surrender Upon Termination. Tenant shall, upon termination of the term,
peacefully and quietly surrender the premises to Landlord in as good condition
as it was at the beginning, reasonable use and wear and damage by the elements
excepted. Tenant shall remove all of its personal property and trade fixtures
(repairing any damage to the premises such removal causes) so that Landlord can
repossess and enjoy the premises not later than noon on the day upon which the term
ends, whether upon notice or by holdover or otherwise. Landlord shall have the
right to enforce this covenant by ejectment, for damages, or for breach of any
other condition or covenant of this Lease.


 


10.
Peaceful Possession. Landlord covenants and agrees, at its sole expense,
that the exterior, structure, the roof and the heating, ventilating, air
conditioning, electrical, plumbing and all utility systems on or in the
premises shall be maintained in good repair and tenantable condition, excepting
damage resulting from neglect or intentional acts of Tenant, its agents,
employees, contractors and invitees. So long as Tenant pays the rent and
performs the covenants and agreements herein contained, Tenant shall peacefully
and quietly hold the premises for the primary term and any extensions thereof.


 





















 


11.
Time of Essence. Time is of the essence of this Lease with respect to
the performance by Tenant and Landlord of their obligations hereunder.


 


12.
Attorney’s Fees. In the event any action to enforce any of the terms of
this Lease is brought, the prevailing party shall be entitled to its reasonable
attorney’s fees as provided in paragraph 25.


 


13.
Liability – Premises. Landlord shall not be responsible or liable (i)
for any personal injury to Tenant or any other person on the premises, or for
injury or damage to personal property or improvements of Tenant or of any third
party on the premises unless such injury or damage is caused by the neglect or
omissions of Landlord, its agents or employees; (ii) for injury or damage caused
by the neglect or omissions of Tenant or its agents, contractors, invitees or
employees; or (ii) on account of any inconvenience or annoyance or damage
caused by fire, explosion, earthquake, flood or other causes beyond the control
of Landlord. Tenant will obtain general liability insurance in an amount of not
less than $1,000,000 on which Landlord shall be named as an additional insured.
If Tenant shall sublet any portion of the premises, the subtenant shall also
furnish the general liability insurance required of Tenant or be covered under
Tenant’s policy.


 


In
addition, Tenant will at all times hold Landlord harmless from any claim or
damages by reason of any personal injury, property damage, or otherwise,
arising from its operation or use of the premises or any of Tenant’s equipment
used in connection therewith, provided the claim or damage is not caused by
negligence or omission of Landlord, its agents, contractors or employees.


 


Landlord
shall carry, at its sole expense, all risk casualty insurance, covering the
premises, in the amount equal to the full replacement cost of the premises. The
policy shall be endorsed so that it may be terminated or amended only upon not
less than thirty (30) days prior written notice to Tenant. The policy shall
contain no co-insurance clause, a deductible amount not exceeding $5,000, and
the insurance company’s consent to the waivers of subrogation set forth in the
next sentence. Landlord waives any claims it may have against Tenant and any
rights to grant subrogation rights to others for any loss, damage or claim
which is covered by Landlord’s insurance. In the event that the premises shall
be rendered wholly or partially untenantable by fire, explosion, earthquake,
Act of God, or any other cause beyond the control of Landlord (collectively,
the “casualties”), Landlord (i) shall rebuild and restore the premises as soon
as reasonably practicable to the premises’ former condition and use but only
(A) to the extent of the insurance proceeds Landlord receives, and (B) if


 





















 


the
casualties do not occur during the last two (2) years of the term (and for this
purpose the term shall include all extension terms Tenant notifies Landlord it
will exercise on or before thirty (30) days after the occurrence of any of the
casualties), or (ii) in circumstances not described in clause (ii) may, at its
option, either terminate this Lease by written notice given to Tenant within
sixty (60) days after the casualty or commence to repair the premises within
sixty (60) days after the casualty. If Landlord shall elect or be required to
repair the premises, the rental hereunder shall be abated in proportion to the
part of the premises that are untenantable, and no rental shall be payable
hereunder for the period that said premises shall be wholly untenantable,
provided that in the event any of the casualties is caused by carelessness,
negligence or improper conduct of Tenant, or of Tenant’s agents, employees,
contractors or invitees, the rental shall not be so abated.


 


All
fixtures or improvements placed on the premises by Tenant, which shall be
damaged or destroyed, shall be repaired and replaced by Tenant at its own
expense and not at the expense of Landlord.


 


If
any of the glass or plate glass in the premised shall be damaged or become
broken from the inside, Tenant shall replace, at Tenant’s own cost and expense,
all such glass or plate glass broken. If the glass is damaged or broken from
the outside, Landlord shall replace the same at its own cost and expense.


 


14.
Repairs and Maintenance. Landlord shall bear the entire expense of all
repairs, maintenance, alterations, or improvements to the basic structure
(exterior walls, roof, heating, ventilating, air conditioning, electrical,
plumbing and other systems on the premises). Landlord shall, in addition, bear
the entire expense for the repair and maintenance of the parking area, including
landscaping and keeping the parking area free of rubbish, ice and snow. Tenant
shall pay at its own expense, all repairs, maintenance, and alterations of
Tenant installed fixtures or improvements and utilities.


 


15.
Utilities, Taxes Etc. Tenant shall pay for all telephone, water/sewer,
electricity, natural gas, fire system monitoring, security systems, and
janitorial services used in the operation of the premises. Tenant agrees to pay
for replacement of light bulbs. Landlord shall pay for all real property taxes
and assessments levied and assessed against the premises and for snow removal
and lawn maintenance.


 





















 


16.
No Smoking Policy. There will be no smoking allowed anywhere in the
premises by anyone. It will be Tenant’s responsibility to convey to and enforce
this policy by its employees, agents and all other invitees.


 


17.
Paragraph Headings. The paragraph headings in this instrument are for
convenience only and do not limit or construe the contents or any paragraphs.


 


18.
Severability. It is the intent of the parties that if a part of this
Lease is invalid, all valid parts that are severable from the invalid part
shall remain in effect. If a part of this Lease is invalid in one or more of it
applications, that part remains in effect in all valid applications that are severable
from the invalid applications.


 


19.
Landlord’s Liability. The term “Landlord” as used herein shall mean only
the owner or owners at the time in question of the premises. In the event of
any transfer of such title or interest, Landlord herein named (and in case of
any subsequent transfers the then grantor) shall be relieved from and after the
date of such transfer of all liabilities as respects Landlord’s obligations
thereafter to be performed, provided that any funds in the hands of Landlord or
the then grantor at time of such transfer in which Tenant has an interest shall
be delivered to the grantee, who shall assume the obligations of Landlord or
the then grantor to Tenant with respect to those funds. The obligations contained
in this Lease to be performed by Landlord shall, subject to the foregoing
provisions of this paragraph 19, be binding on Landlord’s successors and
assigns.


 


20.
Supersedes. This Lease supersedes all prior agreements between the parties.


 


21.
Exercise of Rights. The omission of Landlord or Tenant to exercise any
right provided for on the default of the other at any time shall not preclude
Landlord or Tenant from the exercise of such right at any subsequent default of
the other or be deemed a waiver thereof or the right to do so.


 


22.
Binding Effect. This Lease shall be binding upon and inure to the
benefit of the heirs, successors, administrators, and permitted assigns of the
parties hereto.


 


23.
Security Deposit. At the execution of this Lease, Landlord will pay to
Tenant $1,250 from $3,750 held by Landlord as a security deposit, and retain
the remaining $2,500 as a security deposit for this Lease. Landlord shall hold
and use the security deposit as security for Tenant’s performance of its
obligations under this Lease. At the termination of this Lease and if at that
time Tenant has fully complied with all of its obligations under this Lease,
Landlord shall return the


 





















 


security deposit, without
interest (or the part of the security deposit which Landlord has not applied to
satisfy Tenant’s obligations under this Lease), to Tenant


 


24.
Governing Law. This Agreement and all matters relating thereto shall be
governed by the laws of Montana.


 


25.
Arbitration. Any dispute under this Lease shall be decided by binding
arbitration initiated and conducted in accordance with the commercial
arbitration rules of the American Arbitration Association (“AAA”). The parties
shall decide upon the arbitrator. If the parties are unable to decide upon the
arbitrator within ten (10) days after a notice from one party to the other that
a dispute exists under this Lease, the AAA shall select the arbitrator. The
decision of the arbitrator shall be binding. All costs of arbitration shall be
borne by the party the arbitrator determines to be the non-prevailing party.
Such costs shall include the costs and reasonable attorneys’ fees of the
prevailing party.


 





















 


IN WITNESS WHEREOF, the
parties have hereunto set their hands as of the date and year first written above.


 


 


	
  GENESIS PARTNERS, LLC –
  Landlord

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Steve Daines

  	
   

  	
  3/24/05

  	
   

  
	
  Steve Daines, member – Landlord

  	
   

  	
  date

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Clair Daines

  	
   

  	
  3/28/05

  	
   

  
	
  Clair Daines, member – Landlord

  	
   

  	
  date

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Greg Gianforte

  	
   

  	
  3/28/05

  	
   

  
	
  Greg Gianforte, member – Landlord

  	
   

  	
  date

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Right Now Technologies,
  Inc. – Tenant

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/
  Alan Rassaby

  	
   

  	
  3/17/05

  	
   

  
	
   

  	
  Alan Rassaby

  	
   

  	
  date

  	
   

  
	
   

  	
  Company Secretary