Sample Business Contracts

California-San Jose-2055 Gateway Place Lease - HQ Gateway Place d/b/a HQ Global Workplaces Inc. and Convera Corp.

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                  Via Email


                  Nancy McKinley
                  Convera Corp
                  1921 Gallows Road
                  Suite 200
                  Vienna, Virginia   22182

                  RE:      Agreement between HQ Gateway Place Center d/b/a HQ
                           Global Workplaces, Inc. (HQ) and Convera Corp
                           (Client), dated 12/24/2002.

                  Dear Nancy:

                  Please use this sheet as a checklist for your agreement and
invoice pages that follow:

|_|               Upon your approval, please print two (2) copies, and sign

|_|               HQ will continue to hold the office(s) under contract off the
                  market for five (5) business days until 1/02/2003,
                  anticipating the return of all necessary paperwork and initial
                  payment of $15,011.00. If we do not receive the signed
                  paperwork and payment by this date, the office(s) will become
                  available and for sale.

|_| Return both the Agreement and check to the address below:

                                    HQ Gateway Place Center
                                    Suite 400
                                    2055 Gateway Place
                                    San Jose, CA  95110
                                    Attn: Kathy Jen

                  Our agent will then execute the agreements and one fully
executed copy will be returned for your records.

                  Thank you for selecting HQ Global Workplaces, Inc. I look
                  forward to working with you again in the near future. Please
                  don't hesitate to call me if you have further questions.


                  Nancy Folchi
                  Global Account Manager


                  *The enclosed agreement constitutes an offering and is not
                  binding on either party until such time that both parties have
                  executed the agreement.


         ------------------------------------------------------- -----------------------------------------------------
         Client:  Convera Corp                                   Center: HQ Gateway Place Center
         ------------------------------------------------------- -----------------------------------------------------
         Address: 1921 Gallows Road                              Address: 2055 Gateway Place
         Suite 200
         ------------------------------------------------------- -----------------------------------------------------
         City, State and Zip: Vienna, Virginia, 22182            City, State and Zip: San Jose, CA  95110
         ------------------------------------------------------- -----------------------------------------------------
         Email Address:                    Email Address:
         ------------------------------------------------------- -----------------------------------------------------
         Phone: 703-761-5286                                     Phone: 408-451-3900
         ------------------------------------------------------- -----------------------------------------------------
         Fax:                                                    Fax: 408-441-9152
         ------------------------------------------------------- -----------------------------------------------------
         Contact Person: Nancy McKinley                          Contact Person: Kathy Jen
         ------------------------------------------------------- -----------------------------------------------------
         Billing Address (if different from above):
         Type of Business or Service:
         Persons authorized to charge to account:
         ------------------------------------------------------- -----------------------------------------------------
         What do I get? Full Office Program                      Number of Offices: 4
         ------------------------------------------------------- -----------------------------------------------------
         Office Numbers: 11; 12; 13; 17
         How Long? Six (6) Months
         How Much? Fixed fee(s): $5,417.00
         ------------------------------------- ----------------------------------- -----------------------------------
         Refundable Retainer: $7,844.00        Fixed Fee Payment Date: 1st of      Service Fee Payment Date: 1st of
                                               Month                               Month
         ------------------------------------- ----------------------------------- -----------------------------------
         When do I start? 2/01/2002

         I have read and understand the terms and conditions on the reverse side
         and I agree to be bound by those terms and conditions.

Additional Terms:

         HQ agrees that client may occupy office #11; 12; 13; and 17 before the
         commencement of said agreement, for the prorated amount for the period.
         During this period, the Client shall be subject to all of the terms and
         conditions contained in this Agreement.

                              TERMS AND CONDITIONS

1. OFFICE ACCESS. As a client you have a license to use the office(s) assigned
   to you. You also have shared use of common areas in the center. Your office
   comes with standard office furniture. You have access to your office(s)
   twenty-four (24) hours a day, seven (7) days a week. Our building provides
   office cleaning, maintenance services, electric heating and air conditioning
   to the center during normal business hours as determined by the landlord for
   the building.
     We reserve the right to relocate you to another office in the center from
   time to time. If we exercise this right it will only be to an office of equal
   or larger size and configuration. This relocation is at our expense.
     We reserve the right to show the office(s) to prospective clients and will
use reasonable efforts not to disrupt your business.

2. SERVICES. In addition to your office, we provide you with certain services on
   an as requested basis. The fee schedule for these services is available upon
   request. The fees are charged to your account and are payable on the service
   fee payment date listed on the reverse side of this agreement. You agree to
   pay all charges authorized by you or your employees. The fee schedule is
   updated from time to time.
     HQ Global Workplaces (HQ) and vendors designated by HQ are the only service
   providers authorized to provide services in the center. You agree that
   neither you nor your employees will solicit other clients of the center to
   provide any service provided by HQ or its designated vendors, or otherwise.
     In the event you default on your obligations under this agreement, you
   agree that HQ may cease to provide any and all services including telephone
   services without resort to legal process.

3. PAYMENTS. You agree to pay the fixed and additional service fees and all
   applicable sales or use taxes on the payment dates listed on the reverse side
   of this agreement. If you dispute any portion of the charges on your bill,
   you agree to pay the undisputed portion on the designated payment date. You
   agree that charges must be disputed within ninety (90) days or you waive your
   right to dispute such charges. You may be charged a late fee for any late
     When you sign this agreement you are required to pay your fixed fee, set up
   fees and a refundable retainer. The refundable retainer will not be kept in a
   separate account from other funds of HQ and no interest will be paid to you
   on this amount. The refundable retainer may be applied to outstanding charges
   at any time at our discretion. We have the right to require that you replace
   retainer funds that we apply to your charges. At the end of the term of this
   agreement, if you have satisfied all of your payment obligations, we will
   refund you this retainer within forty-five (45) days.

4. OUR LIMITATION OF LIABILITY. You acknowledge that due to the imperfect nature
   of verbal, written and electronic communications, neither HQ nor HQ'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 HQ to
   furnish any service, including but not limited to the service of conveying
   messages, communications and other utility or services. Your sole remedy and
   HQ'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 your bill in an amount equal to the charge for such service for
   the period during which the failure, delay or interruption continues.

   LICENSE. We retain legal possession and control of the center and the office
   assigned to you. Our obligation to provide you space and services is subject
   to the terms of our lease with the building. This agreement terminates
   simultaneously with the termination of our lease or the termination of the
   operation of our center for any reason. As our client you do not have any
   rights under our lease with our landlord. When this agreement is terminated
   because the term has expired or otherwise, your license to occupy the center
   is revoked. You agree to remove your personal property and leave the office
   as of the date of termination. We are not responsible for property left in
   the office after termination.

6. DAMAGES AND INSURANCE. You are responsible for any damage you cause to the
   center or your office(s) beyond normal wear and tear. We have the right to
   inspect the condition of the office from time to time and make any necessary
     You are responsible for insuring your personal property against all risks.
   You have the risk of loss with respect to any of your personal property. You
   agree to waive any right of recovery against HQ, its directors, officers and
   employees for any damage or loss to your property under your control. All
   property in your office(s) is understood to be under your control.
7. DEFAULT. You are in default under this agreement if; 1) you fail to abide by
   the rules and regulations of the center, a copy of which has been provided to
   you; 2) you do not pay your fees on the designated payment date and after
   written notice of this failure to pay you do not pay within five (5) days;
   and 3) you do not comply with the terms of this agreement. If the default is
   unrelated to payment you will be given written notice of the default and you
   will have ten (10) days to correct the default.

8. TERMINATION. You have the right to terminate this agreement early; 1) if your
   mail or telecommunications service or access to the office(s) is cut for a
   period of ten (10) concurrent business days; or 2) in connection with a
   transfer to another center in the HQ network.
     HQ has the right to terminate this agreement early; 1) if you fail to
   correct a default or the default cannot be corrected; 2) without opportunity
   to cure if you repeatedly default under the agreement; or 3) if you use the
   center for any illegal operations or purposes.

9. RESTRICTION ON HIRING. Our employees are an essential part of our ability to
   deliver our services. You acknowledge this and agree that, during the term of
   your agreement and for six (6) months afterward, you will not hire any of our
   employees. If you do hire one of our employees, you agree that actual damages
   would be difficult to determine and therefore you agree to pay liquidated
   damages in the amount of one-half of the annual base salary of the employee
   you hire. You agree that this liquidated damage amount is fair and

A. 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 HQ or client at the address listed on the reverse side
   of this agreement.
B. You acknowledge that HQ will comply with the U.S. Postal Service regulations
   regarding client mail. Upon termination of this agreement, you must notify
   all parties with whom you do business of your change of address. You agree
   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 center to your
   new address. In addition, all telephone and facsimile numbers and IP
   addresses are the property of HQ. These numbers will not be transferred to
   you at the end of the term. For a period of thirty (30) days after the
   expiration of this agreement, HQ will provide your new telephone number and
   address to all incoming callers and will hold or forward your mail, packages,
   and facsimiles at no cost to you. After thirty days (30) you may request the
   continuation of this service at your cost. Business Access clients must pay
   for the additional five (5) months of mail forwarding required by the USPS
C. In the event a dispute arises under this agreement you agree to submit the
   dispute to mediation. If mediation does not resolve the dispute, you agree
   that the matter will be submitted to arbitration pursuant to the procedure
   established by the American Arbitration Association in the metropolitan area
   in which the center is located. The decision of the arbitrator will be
   binding on the parties. The non-prevailing party as determined by the
   arbitrator shall pay the prevailing parties attorney's fees and costs of the
   arbitration. Furthermore, if a court decision prevents or HQ elects not to
   submit this matter to arbitration, then the non-prevailing party as
   determined by the court shall pay the prevailing parties reasonable
   attorney's fees and costs. Nothing in this paragraph will prohibit HQ from
   seeking equitable relief including without limitation any action for removal
   of the client from the center after the license has been terminated or
D. This agreement is governed by the laws of the state in which the center is
E. Client may not assign this agreement without HQ's prior written consent,
   which will not be unreasonably withheld. F. This agreement is the entire
   agreement between you and HQ. It supercedes all prior agreements.

HQ Global Workplaces, Inc.

By:    _______________________________________________
       Authorized Signature

       Print Name                   Date

Its:   _______________________________________________

By:    _______________________________________________
       Authorized Signature

       Print Name                   Date
Its:   ______________________________________________

                              Rules and Regulations

1.   Client's employees and guests shall conduct themselves in a businesslike
     manner; proper business attire shall be worn at all times; the noise level
     will be kept to a level so as not to interfere with or annoy other clients
     and Client will abide by HQ GLOBAL WORKPLACES directives regarding
     security, keys, parking and other such matters common to all occupants.

2.   Client agrees to use chair mats and desk pads in the Office(s) and any
     damage from failure to use the same shall be the responsibility of Client.
     Client shall not affix anything to the windows, walls or any other part of
     the Office(s) or the HQ GLOBAL WORKPLACES business center or make
     alterations or additions to the Office(s) or the HQ GLOBAL WORKPLACES
     business center without the prior written consent of HQ GLOBAL WORKPLACES.

3.   Client shall not prop open any corridor doors, exit doors or door
     connecting corridors during or after business hours.

4.   Client can only use public areas with the consent of HQ GLOBAL WORKPLACES
     and those areas must be kept neat and attractive at all times.

5.   All corridors, halls, elevators and stairways shall not be obstructed by
     Client or used for any purpose other than egress and ingress.

6.   No advertisement or identifying signs, other than provided by HQ GLOBAL
     WORKPLACES, or other notices shall be inscribed, painted, or affixed on any
     part of the corridors, doors or public areas.

7.   Client shall not, without HQ GLOBAL WORKPLACES prior written consent, store
     or operate in the Office(s) or the HQ GLOBAL WORKPLACES business center any
     computer (excepting a personal computer) or any other large business
     machine, reproduction equipment, heating equipment, stove, radio, stereo
     equipment or other mechanical amplification equipment, vending or coin
     operated machine, refrigerator or coffee equipment, or conduct a mechanical
     business therein, do any cooking therein, or use or allow to be used in the
     Building, oil burning fluids, gasoline, kerosene for heating, warming or
     lighting. No article deemed hazardous on account of fire or any explosives
     shall be brought into the HQ GLOBAL WORKPLACES business center. No
     offensive gases, odors or liquids shall be permitted. No fire arms shall be

8.   The electrical current shall be used for ordinary lighting, powering
     personal computers and small appliances only unless written permission to
     do otherwise shall first have been obtained from HQ GLOBAL WORKPLACES at an
     agreed cost to Client.

9.   If Client requires any special installation or wiring for electrical use,
     telephone equipment or otherwise, such wiring shall be done at Client's
     expense by the personnel designated by HQ GLOBAL WORKPLACES.

10.  Client may not conduct business in the hallways, reception area or any
     other area except in its designated Office(s) without the prior written
     consent of HQ GLOBAL WORKPLACES.

11.  Client shall bring no animals other than seeing-eye dogs in the company of
     blind persons into the Building.

12.  Client shall not remove furniture, fixtures or decorative material from the
     Office(s) without the written consent of HQ GLOBAL WORKPLACES and such
     removal shall be under the supervision of HQ GLOBAL WORKPLACES.

13.  Client shall not use the HQ GLOBAL WORKPLACES business center for
     manufacturing or storage of merchandise except as such storage may be
     incidental to general office purposes.

14.  Client shall not occupy or permit any portion of the HQ GLOBAL WORKPLACES
     business center to be occupied or used for the manufacture, sale, gift or
     use of liquor, narcotics or tobacco in any form.

15.  Client shall not use the Office(s) for lodging or sleeping or for any
     immoral or illegal purposes.

16.  No additional locks or bolts of any kind shall be placed upon any of the
     doors or windows of the HQ GLOBAL WORKPLACES business center by Client nor
     shall any changes be made on existing locks or the mechanisms thereof.

17.  Client shall, before leaving the Office(s) unattended for an extended
     period of time, close and securely lock all doors and shut off all lights
     and other electrical apparatus. Any damage resulting from failure to do so
     shall be paid by Client.

18.  Canvassing, soliciting and peddling in the Building are prohibited and
     Client shall not solicit other clients for any business or other purpose
     without the prior written approval of HQ GLOBAL WORKPLACES.

19.  All property belonging to Client or any employee, agent or invitee of
     Client shall be at the risk of such person only and HQ GLOBAL WORKPLACES
     shall not be liable for damages thereto or for theft or misappropriation

20.  If Client does not remove any property belonging to Client from the HQ
     GLOBAL WORKPLACES business center by the end of the term, at the option of
     HQ GLOBAL WORKPLACES, Client shall be conclusively presumed to have
     conveyed such property to HQ GLOBAL WORKPLACES under this Agreement as a
     bill of sale without further payment or credit by HQ GLOBAL WORKPLACES to
     Client and HQ GLOBAL WORKPLACES may remove the same and Client shall pay HQ
     GLOBAL WORKPLACES all costs of such removal upon demand.

21.  Smoking shall be prohibited in all public areas, including conference and
     training rooms. No smoking shall be permitted at any time in any area of
     the HQ GLOBAL WORKPLACES business center (including open offices and

22.  Client shall use only telecommunications systems and services as provided
     by HQ GLOBAL WORKPLACES. Client shall pay to HQ GLOBAL WORKPLACES a monthly
     equipment rental fee for the use of each telephone instrument and voice
     lines. In the event HQ GLOBAL WORKPLACES discontinues the offering of long
     distance service, Client shall provide its own long distance service
     through a locally accessed long distance carrier.

23.  Client or Client's officers, directors, employees, shareholders, partners,
     agents, representatives, contractors, customers, or invitees shall be
     prohibited from participating in any type of harassing or abusive behavior
     to HQ GLOBAL WORKPLACES team members, other clients or invitees, verbal or
     physical in the HQ GLOBAL WORKPLACES business center for any reason.

24.  Internet service and any other service provided by HQ GLOBAL WORKPLACES may
     only be used for lawful purposes. Transmission or storage of any
     information, data, or material in violation of any US Federal, state or
     local law is prohibited. Client is prohibited from using the HQ GLOBAL
     WORKPLACES internet access to transmit threatening material or transmit or
     receive obscene material.

25.  Clients must pay service fees for each device connected to internet

26.  HQ GLOBAL WORKPLACES has the right to suspend T-1 service at any time if
     client's use violates the Rules and Regulations of internet service use.

HQ GLOBAL WORKPLACES reserves the right to make such other Rules and Regulations
as in its judgement may from time to time be needed for the safety of clients,
care and cleanliness of the offices. HQ GLOBAL WORKPLACES shall have no
responsibility to Client for the violation or non-performance by any other HQ
GLOBAL WORKPLACES clients of any of the Rules and Regulations but shall use
reasonable efforts to uniformly enforce all Rules and Regulations.