EX-10.8 18 v358053_ex10-8.htm EXHIBIT 10.8

 

Exhibit 10.8

 

 

Basic Terms

 

Client: AmpliPhi Bioscience Corporation Suite: Office Suites PLUS near Innsbrook
  Attn.: Phil Young   Attn.: Doug Rose
  800 E. Leigh Street   4870 Sadler Road
  Suite 54   Suite 300
  Richmond, VA 23219   Richmond, VA 23060
Telephone number: (800) 985-3730 Telephone number: (804) 205-5000
E-mail address: pjy@ampliphibio.com E-mail address: cdrose@officesuitesplus.com

 

Primary Billing Contact:      
(if different)      
  Additional Portal    
Secondary Billing Contact: Contact (optional)    
(Optional) Meeting Room only access ¨
  Check only one:    
  Meeting Room and billing access ¨

 

Term: Start Date: March 1, 2013 End Date:         February 28, 2014
       
Notice Date: December 31, 2013    
       
Office Number: 348, 350    
Maximum occupants: 4    

 

Monthly Fees:  Professional Office
Package Value		   Breakdown of Recurring Monthly Fees 
Package:      Period   Discount    Monthly Fees * 
2  Professional office  $2,397.00   03/01/2013    to     02/28/2014   $(322.00)  $2,075.00 
   Estimated tax   To Be Billed                        
   Total  $2,397.00                        
                                
Services:                            
2  Furniture package(s)   Included                        
2  Telephone answering   Included                        
2  High-speed Internet access   Included                        
16  Hours meeting room usage   Included                        
1  6 mbps shared pool bandwidth   Included                        
                                
Due upon execution of Agreement:                       
Initial Programming and Installation  $429.00 Included Discount:  $ 429.00           
Services Retainer  $2,075.00                        
First Month’s Fee  $2,075.00                        
Tax on first Month's Fee   To Be Billed                        
Total     $4,579.00                        

 

  KW   Feb 18, 2013
  KW Client Initial   Date

 

* Excludes sales, use and/or other applicable tax.

 

 
 

  

License Agreement

 

1. Use of Office.

 

(A) You are granted a license to use the Suite and that particular Office(s) assigned in the Basic Terms, if any, pursuant to the terms of this license agreement (the “Agreement”), one person per Office, unless otherwise set forth in the Basic Terms. If no Office is assigned in the Basic Terms, you may have the use of an office or meeting room, if available, at the then prevailing rate. You agree to use the premises for general office purposes and no other purpose, to only operate approved machinery or equipment within the Office or otherwise in the building, and to comply with all laws, rules, regulations and ordinances.

 

(B) We reserve the right to relocate you to another space within the same Suite and to substitute such other space for your Office, provided such other space is substantially similar to your Office and you incur no increase in Monthly Office Fees or any moving cost or expense as a result of the relocation.

 

(C) You agree to abide by such rules and regulations governing the use of your Office and the Suite as may now exist or may later be adopted by us. It is your sole responsibility to ensure that your employees, guests and invitees abide by all such rules.

 

(D) Upon any termination of this Agreement, you agree to vacate the Office and cease all use of the Suite. Furthermore, we will not be responsible for providing any further service to you. On or before the Notice Date, you agree to give us notice of your intent to terminate this Agreement or to renew it. Any renewal will only be upon such terms or conditions as we may agree in writing. In the event you fail to provide us with such notice, this Agreement will automatically renew for a Term equal in time to the original Term of and upon the same terms and conditions as this Agreement: provided, the Monthly Fees will be the then applicable Monthly Fees for your Office and services, and the Monthly Fees may be higher than those previously applicable. In the event you have been assigned an Office and notify us that you intend to vacate your Office and fail to do so on the End Date, the terms of this Agreement and the license granted to you will continue on a month-to-month basis at the then applicable Monthly Fees for your Office (based on a month-to-month term) and services, and the Monthly Fees may be higher than those previously applicable, and you will be liable to us for any damages resulting from your failure to vacate the Office.

 

2. Services.

 

(A) You acknowledge and agree that it is your sole responsibility to review any work performed by our personnel and we will have no liability for the work performed by our personnel.

 

(B) You will not offer to any party outside your own company, whether or not located in the Suite or elsewhere in the building, any of the services that we provide our clients from time to time.

 

(C) You agree not to install or utilize any telecommunications equipment or wiring, other than the equipment and wiring provided by us. You understand the violation of this paragraph may result in damage to our equipment and/or wiring and if such damage occurs, you are solely responsible for any and all charges to repair or replace it. All programming and/or installation required to initially setup your Office, as well as any subsequent changes, additions, deletions or other modifications will be subject to the then current programming and/or installation charges, respectively, and will be due at such time service is performed. You acknowledge that all telephone or other telecommunication numbers and addresses are our proprietary property, and further understand that yellow page or other similar forms of advertising such numbers or addresses is your sole responsibility and all charges associated with such advertising are to be billed directly to you.

 

3. Fees Payable.

 

(A) Upon execution of this Agreement, you will pay all initial programming and installation fees and the Services Retainer, in the amounts indicated in the Basic Terms. In addition, you will pay all other fees and taxes as indicated in the Basic Terms. The Services Retainer will be held as security for your performance under this Agreement. You agree that the Services Retainer need not be kept separate and apart from our other funds and no interest will be paid to you.

 

(B) You agree to pay the Monthly Fees in the amount indicated in the Basic Terms or as otherwise due and payable on or before fifteen (15) days from the date invoiced to you. In addition to any sums due. you agree to pay monthly late charges equal to five percent (5.0%) of any sums due, or such lower maximum charge allowable under applicable law, that have not been paid to us on or before such date due and payable, with or without written notice from us.

 

(C) Recurring Monthly Fees are payable in advance. Fees payable for such other services that may be reasonably requested by you from time to time will be payable by you as set forth in the fee schedule applicable at such time services are performed or. if not set forth in a fee schedule, as determined by us.

 

(D) You agree that the Services Retainer will not be used by you as payment for Monthly Fees. In the event you default in the performance of any of the terms of this Agreement, we may immediately and without prior notice, use, apply or retain the whole, or any part, of the Services Retainer for the payment of Monthly Fees, any service fee or any other payment due, or for payment of any other sum that we may spend by reason of your default. If, upon termination of this Agreement, you have fully and faithfully complied with all the terms and provisions of this Agreement, remitted all amounts due and payable, and surrendered all keys, access cards, building passes and all our other property provided to you, the Services Retainer or any remaining balance, will be returned to you within 45 days; provided, however, you agree to pay for repainting and cleaning the carpet in each Office you used for less than twelve (12) months at a cost not to exceed the Services Retainer.

 

4. Utilities. Electric power will be furnished for approved machinery or equipment only. We will use our reasonable efforts to provide heating and air-conditioning at temperatures and times provided by the building owner that will be reasonable and comfortable during normal business hours.

 

5. Damage and Insurance.

 

(A) You will not damage, deface or alter the Office, furniture, furnishings, walls, ceilings, floors, or make or suffer to be made any waste, obstruction or unlawful, improper or offensive use of the Office or the common area facilities. You will not cause damage to any part of the building or our property or disturb the quiet enjoyment of any licensee or occupant of the building. Upon the termination of this Agreement, the Office assigned to you, if any, will be in as good condition as when you first occupied it, normal wear and tear excepted and we may apply the Services Retainer to any damage to the Office. We retain the right to enter your Office to inspect it, to make repairs and alterations as we reasonably deem necessary and the cost of any repair resulting from an act or omission by you or your employees, guests and invitees will be reimbursed to us by you upon demand. We retain the right to show your Office to prospective clients, lenders and purchasers provided that we use reasonable efforts to not disrupt your business.

 

(B) You assume all risks of loss with respect to your personal property and the personal property of your agents, employees, contractors and invitees, within or about the Suite. You must maintain insurance coverage to cover the risks set forth in this paragraph and paragraph 6(B).

 

(C) You agree to waive any and all acts of recovery against us. or our directors, licensors, officers, agents, servants and employees, for loss of, or damage to your property or the property of others that is under your control to the extent of such loss or damages covered or required to be covered by any insurance policy.

 

(D) If the Suite is made unusable, in whole or in part, by fire or other casualty, we may, at our option terminate this Agreement upon notice to you, effective upon such casualty, or may elect to repair or restore the Suite, without expense to you, unless due to your negligence, within ninety (90) days or within such longer period of time as may be required because of events beyond our control. If repaired or restored, this Agreement will not terminate, but the Monthly Fees will be abated on a prorated basis for the period of time that the Office is unusable or services not provided.

 

6. Liability and Indemnifications.

 

(A) NEITHER OUR COMPANY NOR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AFFILIATES, AGENTS OR REPRESENTATIVES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OUR FAILURE TO PROVIDE USE OF THE OFFICE, TO PROVIDE ANY UTILITY, TO FURNISH ANY SERVICES, OR ANY ERROR OR OMISSION OR ANY DELAY OR ANY INTERRUPTION WITH RESPECT THERETO. ANY INJURY TO PERSON OR DAMAGE TO YOUR PROPERTY OR PROPERTY OF YOUR EMPLOYEE’S, GUESTS OR INVITEES, ALL OF WHICH ARE EXPRESSLY ASSUMED AND WAIVED BY YOU.

 

(B) YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS OUR COMPANY AND OUR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY LIABILITY TO PARTIES ARISING OUT OF YOUR USE AND OCCUPANCY OF THE OFFICE OR ANY ACT OR OMISSION OF YOU OR YOUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, CUSTOMERS OR INVITEES UNLESS CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

 

7. Default.

 

(A) You will be deemed to be in default under this Agreement if: (i) you default in the payment of the Monthly Fees or other sums when due hereunder, regardless of whether or not we provide written notice of such default; (ii) you default in the prompt and full performance of any other provision of this Agreement and any such default continues for more than five (5) business days after we provide written notice of such default to you; (iii) there is a material adverse change in your financial condition from the date of this Agreement as determined in our sole discretion; or (iv) you are in default under any other agreement between you and us.

 

(B) If you are in default, we have the option to pursue any one or more of the following remedies without any additional notice:

 

(i) we may immediately terminate this Agreement and may enter your Office, if any, and take and hold possession of the contents in the Office (and we are hereby granted a lien thereon), terminate all services provided and change any locks or access codes without releasing you, in whole or in part from any of your obligations under this Agreement. In the event of such termination, we may, at our option, declare the entire amount of the Monthly Fees that would become due and payable during the remainder of the Term, to be due and payable immediately, and you agree to promptly pay us the entire amount. Further, any of your personal property which remains in the Office or the Suite after the termination of this Agreement may, in our sole discretion, be deemed to have been abandoned by you and we may either hold possession thereof as our property or may dispose of such personal property, without any accountability or liability and at your expense, in any manner (including having the same stored at your risk and expense).

 

(ii) pursue any other remedy now or later available to us. Our exercise of any right or remedy will not prevent us from exercising any other right or remedy.

 

(C) You agree to pay all costs and expenses including reasonable attorneys’ fees, expended or incurred by us in connection with the enforcement of this Agreement, the collection of any sum due hereunder, any action for declaratory relief in any way related to this Agreement or the protection or preservation of any of our rights under this Agreement.

 

8. Covenant Not to Solicit Employees. You understand that our employees are an indispensable part of our business operation. Accordingly, you will not, without our prior written approval, for your purposes or on behalf of any party, employ, take away or solicit or attempt to employ any employee with whom you had contact during your Term or for a period of one (1) year thereafter. In the event of a breach of your obligation in this paragraph, you agree to pay liquidated damages equal to each such employee's annual salary for each employee with respect to whom such breach occurs, it being mutually agreed that the actual damage that would be sustained by us as the result of any such breach would be extremely difficult to fix and that the liquidated damage amount is fair and reasonable.

 

9. Miscellaneous.

 

(A) This is the only Agreement between us for the Office and all amendments to this Agreement will be in writing, signed by both parties. The invalidity or unenforceability of any provision of this Agreement will not affect the rest of the Agreement.

 

(B) All waivers must be in writing and signed by the waiving party. Our failure to enforce any provision of this Agreement or our acceptance of fees will not be a waiver and will not prevent us from enforcing any provision of this Agreement in the future. No receipt of money by us will be deemed to waive any of your defaults.

 

(C) The laws of the state in which the Suite is located will govern this Agreement.

 

(D) You represent that all parties signing this Agreement on your behalf are authorized to execute this Agreement, and you agree that the obligations of the parties signing this Agreement (including any guarantor) are to be joint and several.

 

(E) Neither you nor anyone claiming by, through or under you will assign this Agreement or permit the use of any portion, of the Suite by any individual or entity other than you, unless approved by us in our sole discretion. In the event of any such permitted assignment or use, you will not be relieved any of your obligations under this Agreement. Any assignment not approved by us will be void.

 

(F) You specifically agree to maintain and protect all access codes, cards and/or keys provided by us in a confidential manner and to not provide these to anyone else. Furthermore, you agree to notify us promptly if you have any reason to believe that a third party has improperly obtained any of your access codes, cards and/or keys.

 

(G) All notices provided under this Agreement will be in writing. Notices will be deemed to be duly given if mailed by registered or certified mail, postage prepaid, addressed to the addresses provided in the Basic Terms.

 

(H) THIS AGREEMENT IS NOT INTENDED TO CREATE A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY IN FAVOR OF YOU. BUT MERELY GRANTS YOU A LICENSE TO USE THE SUITE AND YOUR OFFICE FOR THE PURPOSES IDENTIFIED IN THIS AGREEMENT AND IS REVOCABLE BY US IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. This Agreement is subject and subordinate to any underlying lease or contract or mortgage now or later encumbering the building or the premises comprising the Office or the Suite. This Agreement will terminate simultaneously with the termination of the Suite operation for any reason. You are not a party to nor do you have any rights under any of the foregoing.

 

(I) You acknowledge that it will be your responsibility to notify all parties of termination of the use of your Suite address, assigned telephone number and facsimile numbers and we will have no liability therefore.

 

(J) We may assign this Agreement and/or any fees hereunder without your consent and you agree to attorn to any such assignee.

 

(K) Terms not otherwise defined in this Agreement will have the meaning set forth in the Basic Terms attached hereto and incorporated herein by reference.

 

(L) Terms used in the singular also include the plural, and vice versa. References to either gender are to include all genders.

 

CLIENT

 

By: /s/  Kelley Wendt    
  Kelley Wendt (Feb 18, 2013)   Print Name
  Authorized signature    
       
Its: CFO   Feb 18, 2013
  Title   Date
     
OFFICE SUITES PLUS PROPERTIES. INC.    
       
By: /s/ Doug Rose    Print Name
  Doug Rose    
       
Its: Suite Manager   Feb 18, 2013
  Title   Date

 

PERSONAL GUARANTEE: For value received, the undersigned unconditionally and irrevocably guarantees the prompt payment and performance of all obligations of Client in this Agreement. This guaranty is a guaranty of payment. The undersigned will not be released if any term of this Agreement is waived or modified.

 

By:    
  Authorized Signature  
     
  CFO Feb 18, 2013
  Print Name Date