Exhibit 10.18


 


Facility License Agreement


 


This Teqcorner Facility License Agreement (this “Agreement”) by and
between Teqcorner, a Delaware Limited Liability Company and the individual or
entity named in Section A below (“Client”) is effective as of November
1st, 2003 with respect to Clients’ license of the
portion identified in Exhibit D hereto (the “Client Area”) of the Teqcorner
facility named in Section B.1 below (the “Facility”).


 


License
Outline


 


	
  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 give
ninety (90) days written notice if Client wants to cancel my renewal. Each
party has read and understands the terms and conditions as outlined in Exhibit
A or Facilities Services Licenses General Terms and Conditions and agrees to be
bound by those terms and conditions.


 


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EXHIBIT A


TEQCORNER FACILITY SERVICE LICENSE GENERAL TERMS AND
CONDITIONS


 


1.General


 


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


 


2.Use of Client
Area


 


(a) Nature of Client’s Business.  Clients will have the right to use the Client Area
exclusively 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 the
business described in the License.  Any
use of the Client Area or the Facility of a “retail” nature, including retail
sale of goods to the public or other Clients of the Facility, or any other use
involving frequent visits by the public is strictly prohibited.  Client will not (i) engage in any business
that competes, directly or indirectly, with Teqcorner’ business of providing
facilities, infrastructure and related services or (ii) use the Teqcorner name
in any manner.


 


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


 


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


 


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


 


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


 


(f) Facility Rules and Regulations.  Client agrees to observe all
rules and regulations that Teqcorner imposes generally on Clients and users of
its facilities.


 


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


 


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


 


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


 


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being discarded, at Client’s
expense, and/or sold.  If Client
defaults 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. Any
keys or entry cards provided by Teqcorner will remain Teqcorner’s property at
all times.  Two sets of keys and entry
cards shall be provided at no extra charge. 
Client will not make any copies of these keys and entry cards or allow
anyone else to use them without Teqcorner’ prior written consent.  Any loss must be reported to Teqcorner
immediately.  Client will pay the cost
of replacement keys or cards and of changing locks.  Client will use its reasonable efforts to keep the Building, the
Facility, the Client Area and Client’s personal property safe and secure at all
times.


 


3.  Teqcorner Services.


 


(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 Base
Services and Client will be eligible to request Additional Services. Teqcorner
guarantees 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 quality
will be made available, until such time as Client Area is made available.


 


(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, telephone
installation and usage, Internet connections and technology support services
(the “Technology Services”).  Such
Technology Services will be subject to the charges described in Section 5
below.


 


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


 


(d) Access to Client Area; Relocation.  Teqcorner can enter the Client
Area at any reasonable.  In no event
will Teqcorner charge Client Monthly Base Service Fees for such Client Area
until it becomes available to Client. If Client chooses to relocate, it will
bear all costs associated with its relocation. 
Prior to any relocation, Client shall enter into a facility service
License with respect to the new Client Area.


 


(e) Teqcorner’s Limitation of Liability.  The Client acknowledges that due
to 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 shall
be responsible for damages, direct or consequential, that may result from the
failure of Teqcorner to furnish any service, including but not limited to the
service of conveying messages, communications and other utility or services.  The Client’s sole remedy and Teqcorner’s
sole 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 the
Client’s bill in an amount equal to the charge for such service.


 


WITH THE SOLE
EXCEPTION OF THE REMEDY DESCRIBED ABOVE,  CLIENT
EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND  AGREES NOT TO MAKE, ANY CLAIM FOR
DAMAGES, DIRECT OR  CONSEQUENTIAL, INCLUDING WITH RESPECT TO LOST BUSINESS
OR  PROFITS, ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE, ANY
ERROR OR
OMISSION WITH RESPECT THERETO, OR ANY DELAY OR  INTERRUPTION OF SERVICES.  TEQCORNER DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.


 


4.  Term, Renewal and Termination.


 


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


 


(b) Client Renewal and Termination.


 


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


 


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Termination Election Form to
Teqcorner indicating its intention to terminate at least ninety (90) calendar
days prior to the relevant End Date. Client termination day must be the last
day of the month.


 


(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 Renewal
Election Form.  Upon receipt of an
executed Renewal Election Form and Renewal License, Teqcorner shall, in its
sole discretion, determine whether to permit renewal of the License.  In the event that it permits renewal of the
License, Teqcorner shall execute the Renewal License.  If Teqcorner does not wish to renew the License, it will so
notify Client and the License will terminate effective on the End Date.


 


(iii) Late Termination. If Client does not submit a
Termination Election Form (or an executed Renewal License if it seeks to renew
the License) at least ninety (90) calendar days prior to the relevant End Date,
Teqcorner may in its absolute discretion: (A) make the Client Area available
for viewing at any time through the effective date of termination of the
License 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 and
ending on the last day of the calendar month following the month in which such
End Date occurs and which renewal shall otherwise be on the same terms and
conditions as those set forth in the original License.


 


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


 


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


 


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


 


(e) Termination Procedures.  Following termination of the License, Client shall
remain responsible for paying all Fees and other outstanding obligations to
Teqcorner.  After termination of the
License, Client will timely notify all of its customers, suppliers and other contacts
of Client’s new address and phone numbers. 
Teqcorner shall have no obligation to notify any person or entity of
Client’s new address or phone numbers. 
Client acknowledges that Teqcorner will comply with the U.S. Postal
Service regulations regarding Client mail. 
Client agrees not to file a change of address form with the postal
service.  Filing of a change of address
form may forward all mail addressed to the facility to the Client’s new
address. In addition, all telephone and facsimile numbers and IP addresses are
property of Teqcorner.  These numbers
will not be transferred to you at the end of term.  For a period of thirty (30) calendar days after the expiration of
this License, Teqcorner will provide the Client’s new telephone number and
address to all incoming callers and will hold or forward the Client’s mail,
packages, and facsimiles at no cost to Client per the Termination Election
Form. After thirty (30) calendar days Client may request the continuation of
this service at the Client’s cost.


 


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


 


4

















 


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


 


5. Fees.


 


(a)  General. Invoices (the “Monthly Invoices”)
are issued on or about the 20th day of each calendar month (the “Monthly
Invoice Date”) and will include fees for (i) Monthly Base Service Fees for the
next calendar month, (ii) Technology Services periodic and set -up fees for the
next calendar month (the “ Technology Periodic Fees”), (iii) Unpaid Technology
Services usage fees for all prior calendar months (the “ Technology Usage Fees”
and, together with the Technology Periodic Fees, the “ Technology Service
Fees”), (iv) parking fees for the next calendar month (the “Parking Fees”) if
applicable and (v) any Additional Services requested by Client or Energy
Surcharge (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 full
on the 5th day of the calendar month following Monthly Invoice Date month.  Any Monthly Base Service Fees, Parking Fees
and Technology Service Fees for periods of less than a calendar month shall be
proportionately determined based on a 30-day month.  Teqcorner shall have the right to terminate all Client Technology
Services if Client does not remain current in paying its Fees.  All payments will be made in the United
States in U.S. dollars.


 


(b) Determination of Fees.


 


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


 


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


 


(c) Refundable Service Retainer.  The refundable service retainer set forth in Section
C.3 of the License paid by Client in connection with the License (the “Service
Retainer”) will be held by Teqcorner as security for Client’s performance of
its obligations under the License.  The
Service Retainer is not a deposit and shall not accrue interest.  Any remaining Service Retainer after
deducting outstanding Fees and any other costs or expenses, including Collection
Costs (as defined in Section 5(f)), owed to Teqcorner, will be paid to Client
within sixty (60) calendar days of the effective date of termination of the
License.  Teqcorner may require Client
to increase the amount of the Service Retainer in the event that Client’s
monthly fees exceed the amount of the Service Retainer or Client does not pay
its Fees in a timely manner.  In
addition, in the event that Teqcorner applies any of the Service Retainer
pursuant to the License, Teqcorner retains the right to return only the unused
portion  of the retainer. If applied
amounts pursuant to the License agreement are more than the retainer , then the
Client is liable for the additional charges.


 


(d) Payments. Client agrees to pay the base and
additional service fees and all applicable sales or use taxes on the payment
dates listed on the license summary.  If
Client disputes any portion of the charges on Client’s bill, Client agrees to
pay the undisputed portion on the designated payment date.  Client agrees that charges must be disputed
within sixty (60) calendar days or Client waives the right to dispute such
charges.  Client may be charged a late
fee for any late payments.


 


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


 


(f) Late Payment.  Past
due Monthly Invoices not paid by the 5th calendar day of the month (the “Late
Fee Date”) following the Monthly Invoice Date will be subject to a 5% late fee
charge.  Any sums not paid by the Late
Fee Date shall automatically accrue interest from the Late Fee Date at rate of
eighteen percent (18%) per annum or the highest rate allowed by law, whichever
is less.  Teqcorner shall charge Client
its standard return 


 


5

















 


check fee for all returned
checks.  Returned checks will not be
considered timely payments for calculation of late charge fees.  Client shall also be liable for any costs
incurred 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 due
under the License.


 


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


 


6.  License Agreement


 


THIS LICENSE IS NOT A
LEASE OR ANY  OTHER INTEREST IN REAL PROPERTY.  IT IS A CONTRACTUAL  ARRANGEMENT
THAT CREATES A REVOCABLE LICENSE.  Teqcorner
retains legal possession and control of the center and the office assigned to
the Client.  Teqcorner’s obligation to
provide the Client area and services is subject to the terms of Teqcorner’s
lease with the landlord.  This License
terminates simultaneously with the termination of Teqcorner’s lease or the
termination of the operation of Teqcorner’s facility for any reason.  As our Client you do not have any rights
under Teqcorner’s lease with its landlord. 
When this License is terminated because the term has expired or
otherwise, the Client’s license to occupy the facility is revoked.  Client agrees to remove the Client’s
personal property and leave the office as of the date of termination.  Teqcorner is not responsible for property
left in the office after termination.


 


7.  Indemnifications; Limitation of
Liability; Insurance.


 


(a) Indemnity. Client indemnifies and holds
harmless Teqcorner, its officers, directors, employees, agents and affiliates
from and against any loss, damage, injury, liability or expense to or of person
or property occasioned by or resulting from (i) Client’s default in observing
the terms of the License, (ii) any willful or negligent act on the part of
Client, its agents, employees, invitees, or persons permitted by Client in the
Building, the Facility or the Client Area, (iii) charges associated with any
toll 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 or
disruption traceable to Client’s use of Technology Services.  Neither Teqcorner nor Client will be liable
to any other person on account of loss, damage or theft to any business or
personal property of Teqcorner or Client, its officers, directors, its agents,
employees, invitees, or persons permitted by Teqcorner or Client in the
Building.  Neither Teqcorner nor Client
will be liable for any loss, damage, injury, and liability or expense to or of
person or property except as may result from Teqcorner’s or Client’s willful
misconduct or grossly negligent acts.


 


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


 


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


 


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


 


(e) Damages and  Insurance. Client is
responsible 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 to
inspect the condition of the office from time to time and make any necessary
repairs so long as no interference with operations of Client occurs.


 


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


 


8. Miscellaneous.


 


(a) Survival.  The
provisions of Sections 4(e), 5, 6, 7 and 8 shall survive termination of the
License.


 


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


 


(c) Complete License, Modification; Counterparts. The
License and any other terms and conditions incorporated by reference herein,
contain the entire understanding of the parties with respect to the subject
matter hereof, and supersede any and all related prior understandings and
Licenses, oral or written.  The License
cannot be modified or amended except in a writing signed by both parties.  The License may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument.  Once signed, any reproduction of the License
made by reliable means (e.g., photocopy, facsimile) is considered an original.


 


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


 


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


 


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


 


(h) Assignment.  Client
may not assign its rights or delegate its duties under the License either in
whole or in part without the prior written consent of Teqcorner, in its sole
discretion, and any attempted assignment or delegation without such consent
will be void.


 


(i) Notice.  All
notices are to be in writing and may be given by registered or certified mail
postage prepaid, overnight mail service or hand delivered with proof of
delivery addressed to Teqcorner or Client at the address listed on the
signature page to the License or at such other address as may hereafter be
furnished in writing by either party to the other party.  Such notice will be deemed to have been
given as of the date it is delivered, mailed or sent, whichever is earlier.


 


(j) Confidentiality, Use of Client Marks.  Each party hereto will hold the
terms of the License in confidence with the exception of disclosure to Client’s
attorney.  This confidentiality
obligation survives termination of the License. Teqcorner reasonably uses the
name of Client, Client’s service marks, trademarks, trade names and logo
(“Client Marks”) and a description of the Services performed for Client in its
website, advertising and promotional literature.  Otherwise, Teqcorner shall have no license, right, title or
interest in Client Marks, and Client shall have the right to discontinue or
modify use of Client Marks at any time. 
Teqcorner agrees (i) that the nature and quality of its use of Client
Marks shall conform to the standards set by the Client, (ii) to work with
Client in facilitating Client’s monitoring and control of the use of Client
Marks and (iii) to supply the Client with specimens of use of Client Marks upon
request.


 


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


 


7

















 


UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEIR TERMS AND
CONDITIONS.  FURTHER, CLIENT AGREES THAT
THIS AGREEMENT AND ITS EXHIBITS ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMEENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PRIOR LICENSES, WHETHER
ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO
THE SUBJECT MATTER HEREOF.


 


8

















 


	
  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

  
					



 


9

















 


EXHIBIT
B


Base
Services


 


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


 


•                  Furnished Client
Area


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


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


•                  Use of
photocopying area, subject to photocopying fees


•                  Business Address


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


•                  Lighting and
electrical power


•                  Cleaning
services Monday - Friday, excluding holidays


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


 


EXHIBIT C


Additional Services and Technology Services


 


The following Additional Services and Technology Services are available
for additional charges in accordance with published Teqcorner rates applicable
at the time such Additional Services and Technology Services are rendered, as
such rates may change from time to time in Teqcorner’s sole discretion:


 


TECHNOLOGY
SERVICES


•                  Telephone
equipment


•                  Voice messaging
services


•                  Local and long
distance telephone services


•                  Internet
connection via T I


 


ADDITIONAL
SERVICES


 


Office
Supplies and Services


•                  Facsimile Number


•                  Facsimile
Services


•                  Photocopying


•                  Outgoing mail
and express mail services


•                  Office Supplies


•                  Additional
Furniture


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


•                  Secretarial
Services


Other
Services


•                  Parking


 


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THIS
PAGE IS PURPOSELY LEFT BLANK


 


11

















 


EXHIBIT D


Facility Map


 


[FLOOR POINT]


 


12