We agree to provide to You the office access and other monthly services as listed on the Schedule of Services along with shared use of the facilities, services, equipment and common areas and You agree to pay for same. You and We agree this Agreement and the obligations hereunder will continue in effect for the term set forth on the Schedule of Services, and will be automatically renewed for the same term, again and again, unless You or We bring this Agreement to an end by notifying the other in writing, at least 30 days and not more than 60 days before the then current term ends, that no renewal is desired. All terms must end on the last day of a month.
2. You acknowledge this Agreement is not a lease, does not give You any rights with Our Landlord, and does not give You any interest in Our offices, facilities, common areas, Building, or the land on which they are located. Rather, this Agreement is a license arrangement which gives You use of these office access, facilities, services and common areas, subject to Our canceling this arrangement for cause. You agree this Agreement will end when and if Our Landlord ends Our lease for Our offices and areas. You acknowledge that You are not permitted to transfer Your rights under this Agreement to anyone, and that any attempt by You, or anyone else, to transfer Your said rights, will not be effective to actually cause such a transfer to occur. You agree not to allow or permit anyone other than You, Your employees and business visitors to use this office access, and shared use of Our facilities and areas. Notwithstanding the foregoing, You may, without Our consent, assign this Agreement to any person or entity that is Your parent company; a wholly owned subsidiary of Yours or of Your parent company; the surviving entity of a merger You are involved in; or the buyer of all or substantially all of Your assets.
3. In addition to Your office access, We provide You with the services identified on the Schedule of Services and other services We offer. We are the only service providers authorized to provide such services in Our offices and facilities. You agree that for the duration of this Agreement and for one year thereafter, neither You nor Your employees will solicit any of Our other Clients to provide or provide to them, any of the services We are available or able to provide.
4. You agree to fully and timely pay monthly in advance the Monthly Contract Charges set forth on the Schedule of Services for the full time period of this Agreement and all renewals. In addition, You agree to fully and promptly pay for any additional services You request of Us upon Our billing You. The fee schedule for these additional services is available upon request, and is updated by Us from time to time. You agree to pay all charges authorized and/or requested by You, Your employees, agents, representatives and contractors.
5. You agree to use Our offices, services and facilities in accordance with the provisions of this Agreement as a first -class office and only for the approved purpose You have stated to Us. You agree to use these office access, services and facilities as required by laws, ordinances and regulations which apply to Your operations, including those which require You to have licenses and/or permits.
6. You must take good care of and not damage or make any changes to the office, facilities, furnishings and equipment We provide to You and use the same only for office purposes. At the end of this Agreement, You must deliver the same to Us in good condition, normal wear and tear excepted. If any damage to Our property should occur while in Your care, custody or control, You agree to pay reasonable repair/replacement costs; and You agree to notify Us immediately upon such damage occurring. Only We are authorized to make repairs to Our property.
7. We will endeavor to make available to You these services and facilities during the regular business hours of 8:30 am to 5:00 pm local time with local Holidays and weekends excluded. However, upon 30 days prior notice, We reserve the right to discontinue or modify the said services, facilities and charges (except office access) in response to changes from suppliers.
8. Due to the imperfect nature of verbal, written and electronic communications, We cannot guarantee the services or facilities We provide to You. We are not liable for any loss or damage (direct or consequential) resulting from Our failure to properly provide a service, office access, or facility to You. We also are not liable, in any way for any failure until You have told Us about it and have given Us a reasonable time to correct that failure. Our only obligation to You for any failure to render any service, or for error or omission by Us, or for any delay or interruption of service, is to make an adjustment to Your bill in an amount equal to the charge for such service for the period during which the failure, delay or interruption continues.
9. We and/or Our Landlord are not liable to You, or to anyone You invite or permit into Our offices or areas, for any injury (including death), loss or damage resulting from the actions or omissions of Our employees, Clients, their guests, or anyone else, or resulting from any condition or failure of the offices access, facilities and/or areas provided by Us. You waive all claims You may come to have against Us and/or Our Landlord for damage or loss to Your property arising from fire, theft, or other occurrences. However, You may exercise Your lawful rights to the extent there has occurred willful misconduct or gross negligence by Us or Our employees, while under Our control, and such willful misconduct or gross negligence has caused You injury, loss or damages.
10. You will have breached this Agreement if You do not fully and timely make the payments, perform the acts, and comply with the requirements, for which You are responsible under this Agreement. a. If You breach this Agreement, We have the right to cease to provide to You the designated office access, as well as some or all of Our other services without Our first obtaining a court order or other authorization. In the event of such a breach, We also have the right to terminate this Agreement early, and to exclude You, Your employees, agents, representatives, contractors, customers and visitors from Our offices (including Your designated office access), facilities and areas. However, in the absence of an emergency, We agree not to take such action without first giving You written notice of Your breach (or breaches) and a 5 calendar day opportunity to remedy all of Your breaches. Our failure to give You such written notice despite Your breach of this Agreement, does not mean We have waived Our right to do so in the future. b. Our early termination of this Agreement under this Paragraph does not end Your obligations to Us. You will still be liable to Us for all unpaid and overdue fees for office access, facilities and services, as well as for the Monthly Contract Charges listed in on the Schedule of Services, or those Monthly Contract Charges applicable at the time of termination, whichever is greater, for the remainder of the current term of this Agreement. Upon Our early termination of this Agreement, the unbilled charges and/or remaining applicable Monthly Contract Charges will be due as a lump sum. c. If, while You are in breach of this Agreement You abandon, or are removed from Your office access and leave behind personal property of Yours, We may treat the same as abandoned and dispose of the same as We see fit, at Your cost and expense.
11. You agree to pay Us promptly upon demand, notwithstanding the expiration or Our early termination of this Agreement: a. The Monthly Contract Charges described in Par. 10b above; b. All costs, expenses, losses and damages, including legal costs and reasonable attorney’s fees, We suffer or incur because of Your failure to fully and timely satisfy Your obligations under this Agreement, and/or in connection with Our efforts to enforce Your satisfaction and/or compliance with these obligations; and c. The reasonable cost of repair or replacement of Our offices, facilities, areas, furnishings, equipment and/or property because of their damage or destruction while in your possession, or caused by Your use or misuse; and d. All charges associated with misuse of data or voice services traceable to Your account.
12. At the end of this Agreement, regardless of whether it has run its full time period or has been terminated early by Us, You agree as of the termination date : a. To remove all of Your personal property and leave Our offices (including Your designated office areas), facilities and areas. We are not responsible for Your personal property which remains after this termination date, and We may dispose of such personal property as We see fit, at Your cost and expense; and b. To leave Our offices (including Your designated office access), facilities and areas, in an acceptable condition normal wear and tear excepted; and c. If applicable, to return all keys, security cards; and other issued property.
13. We, Our Landlord, and/or Landlord’s Lender have the right at any time to enter and/or inspect Your designated office or workspace to make repairs and/or to show the same to prospective Clients. If this occurs during working hours, We shall use reasonable efforts to minimize disruption to Your business operations.
14. All notices between You and Us must be in writing, and must be given as follows: a. For notices to You: Notices will be added to Your added to your Invoice and sent by certified mail or sent via national courier service with a signature or return receipt requested, directed to Your address set forth in the Agreement. Notice will be effective on any of the following: the date received, date refused, or date returned to sender as undeliverable. It is Your obligation to keep us informed of any changes in Your delivery address. b. For notices to Us: Mailed by certified mail or sent via national courier service with a signature or return receipt requested addressed to the Managing Officer, Administrative Offices, c/o 89 Headquarters Plaza, North Tower 14th Floor, Morristown, NJ, 07960.
15. You are NOT authorized to use Our address as Your business address. We cannot accept mail and packages in Your name and such mail or packages may be refused or marked return to sender if the option is available or disposed of otherwise without liability to anyone.
16. You agree to defend, reimburse and protect Us, Our officers, directors, employees, Landlord, agents and affiliates (called "Our Group") from and against all obligations, liabilities, claims, damages, costs and fees (including reasonable attorney's fees) which may be imposed upon, or asserted against, Our Group because of Your actions or omissions or those of Your employees, agents, representatives, contractors, visitors or of those You permit to occupy or use Our offices, facilities and/or areas (called "Your Group"), or which arise out of Your failure to fully and timely pay, perform or comply with any provision or requirement contained in this Agreement.
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18. If You become insolvent, transfer Your assets for the benefit of Your creditors, file, or there is filed against You, bankruptcy or insolvency lawsuits, We have the right to immediately and without notice, terminate this Agreement early, and to exercise all of Our rights available under the law.
19. The laws of the state of New Jersey shall be used to resolve all disputes and to interpret this Agreement. The Superior Court of that state is the only place in which You or We shall present any and all disputes and/or claims either of Us may have concerning this Agreement and/or its performance. If a portion of this Agreement is determined to be invalid or unenforceable, that determination shall not affect the validity or enforceability of the other provisions.
20. This Agreement including its Schedules and Supplement(s), is the entire Agreement between You and Us; and it supersedes any and all previous Agreements, arrangements and understandings We may have had (if any). This Agreement may not be changed or altered in any way except in writing signed by both You and We in a separate Supplement or Rider.
FINANCIAL TERMS
1. You agree to pay Us in advance on the first day of each month for all Monthly Contract Charges, whether or not You have received an invoice from Us for the same. We will bill variable charges for other services monthly and payment for such is due within 10 days of the invoice date.
2. All of Your payments to Us must be made in United States currency. Rejected credit cards and returned checks will be subject to a fee of $25.
3. You agree to pay a 5% late charge on any outstanding balance which We receive later than the 10th of the month in which it is due. Further if You fail to pay Us before the 20th of the month in which a payment is due, You agree to pay interest charges at 1.25% per month until We receive payment. We are not limited to just requiring and receiving from You these interest and late payment charges, and may resort to such remedies and actions as the law and/or this Agreement gives Us.
4. You are responsible for payment of all applicable taxes on the services received under this Agreement.
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7. If You dispute any portion of Our charges, You agree to timely and fully pay to Us the portion of Our charges You do not dispute; and You further agree to advise Us in writing, within 30 days after You receive Our bill, of the portion of said bill You dispute. If You do not advise Us in writing within this 30 day period that You dispute all or some of Our charges on said bill, You will have waived Your right to dispute Our charges.
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9. We do not provide support or QOS for the use of voice services including IP phones over our data network circuits. Such use may interfere with data connections for which We, at our discretion, may charge You an excessive bandwidth usage fee or otherwise curtail priority of voice calls over data. These restrictions do not apply to Clients using Our dedicated circuit services.
10. If a Refundable Deposit is required under the Schedule of Services, simultaneously with Your signing of this Agreement You will pay a Refundable Retainer in the amount indicated. This Refundable Retainer may be applied by Us, at any time, at Our discretion, to the outstanding monies You owe to Us (whether for required payments, compensation for repairs or damages You have caused Us to make or suffer). We have the right to require that You replenish the Refundable Retainer by replacing dollar for dollar the funds We apply from this Refundable Retainer. During or subsequent to the term of this Agreement, You cannot designate that the Retainer be applied toward any Monthly Contract or additional charges. At the expiration of the Agreement and when You have satisfied all of Your obligations; vacated the premises; left the same in an acceptable condition normal wear and tear excepted; returned all keys and security cards; paid all charges; and removed Your property from Our premises, We will refund to You the balance remaining of this Refundable Retainer within 45 to 60 days.
LOCAL RULES AND REGULATIONS
1. We are a community of professionals, and the office decorum should at all times reflect adherence by its members to the highest standards of conduct and appearance for the benefit of all. You agree not to interfere with Our other Clients, or with the activities of Our employees, or those of Our Landlord, or its Tenants.
2. Please respect others conducting business in the center by wearing appropriate business attire fitting a professional office environment during regular business hours.
3. Neither You nor anyone You invite into the premises can use Our facilities, premises, areas and/or property for immoral purposes or in such a manner as to violate applicable laws, codes, regulations, and/or the conditions of Our insurance policies, or those of Our Landlord, or make these policies invalid or more expensive; nor in such a manner as is hazardous, unsafe, or which in Our opinion, or that of Our Landlord, impairs the first class character of Our offices and/or Building .
4. The following are prohibited on the premises at all times: a. Smoking b. Pets or other animals except bona fide service dogs accompanying a person with a disability at all times. All service dogs must be tethered at all times per ADA requirements. c. Bicycles or other mobile transportation on the premises d. Hazardous materials or equipment - which would include halogen lamps, candles, solvents, paints, etc. e. Display of any signs, awnings, advertisements or projections which may be visible from any common area of the facilities or floor, or from the outside of the building f. Installation or use of cooking equipment in Your office including hot plates; microwave ovens, etc. g. Storage or disposal of food in Your office h. Installation of any vending machines i. Use of the office for residential, dwelling or sleeping purposes j. Applying tape to any walls or furniture on the premises k. Changing of locks for doors and furnishings provided by Us l. Installation or use of any equipment which in Our judgement, or in the judgement of Our Landlord, cause any interference, impairment, discomfort, inconvenience or annoyance to Us, Our Landlord or Our other Clients
5. The following are prohibited without Our prior written consent and may be subject to special instructions or fees: a. refrigerators of all types and heavy objects such as safes,etc. b. installation of office equipment with power requirements beyond those of a desktop PC or server. c. Furnishings not specified by Us including file cabinets, desks, tables, chairs, bookcases, etc.. d. Photocopy machines not provided by Us e. Installation of electrical outlets; network cabling; or any other service f. installation of wall hangings; whiteboards, lamps, etc. g. Storage of boxes or other objects in Your office which are visible from the hallways h. Plants resting on the furniture or floor without surface protection i. Connection to our network of any telephone, broadband or communications equipment not provided by Us including switches, wireless routers, or other access devices.
6. You must ensure that noise emanating from Your office from radios; video equipment; cell phones, speaker phones, etc. cannot be heard beyond Your office.
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8. The common areas including the hallways, ante-rooms, conference rooms, lunch room, reception area, etc. should be kept clean and uncluttered throughout the work day. Therefore, after each use, leave all common areas clean and uncluttered, and carry all open beverages through the hallways using the provided lids.
9. Janitorial services are available after 5:00 pm of each work day. For Clients leaving earlier, waste receptacles may be left in the Mens/Ladies Room for disposal. Please do not leave receptacles or any objects for disposal in the hallways during working hours.
10. Please do not use the offices for babysitting of children at any time. Older children using the facilities for work must adhere to the requirements of this Schedule. In addition, please inform Your visitors that children should not wait in the common areas at any time, or be heard anywhere on the floor during business hours.
11. Regular business hours are 8:30 am to 5:00 pm Monday through Friday except Holidays. Staff Holidays are New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Please note that air conditioning may not be available outside of regular business hours and on building holidays based on the local building schedule.
12. Do not remove furnishings or any other items from any other offices on the floor, even if they appear vacant. When using the wood furniture, please use desk mats, coasters or felt bases to avoid causing scratches. All desk chairs must have a floor mat at all times. Repairs are costly and billable to You.
13. You are responsible to make Your visitors aware of these rules. Violation may result, in some cases, in consequences which could include the issuance by Us of a notice of default and/or the immediate removal from Our premises of the offending person.
14. Our staff are required to maintain a helpful, but strictly professional relationship with Our Clients. Clients are prohibited from offering gratuities; presenting work requests directly to Our staff outside of Our approved procedures; offering Our staff employment, developing personal or external business relationships with Our staff; or becoming involved in any relationships with Our staff which have the potential for creating conflicts of interest, illegal conduct and/or the opportunity for allegations of sexual harassment.
