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Sample Business Contracts

California-Carpinteria-6450 Via Real Sublease - QAD Inc. and ValueClick Inc.

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Sublease Agreement. Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • Office Space Lease. When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

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                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

                                STANDARD SUBLEASE
                (SHORT-FORM TO BE USED WITH POST 1995 AIR LEASES)

1.   PARTIES. This Sublease, dated, for reference purpose only, APRIL 1, 1999,
     is made by and between QAD, INC. ("Sublessor") and VALUE CLICK, INC., A
     DELAWARE CORPORATION ("Sublessee").

2.   PREMISES. Sublessor hereby subleases to Sublessee and Sublessee hereby
     subleases from Sublessor for the term, at the rental, and upon all of the
     conditions set forth herein, that certain real property, including all
     improvements therein, and commonly known by the street address of 6450 VIA
     REAL SUITES 3-9, CARPINTERIA located in the County of SANTA BARBARA, State
     of CALIFORNIA and generally described as (describe briefly the nature of
     the property) APX. 9,000 SF PORTION OF A 12,265 SF OFFICE/INDUSTRIAL
     BUILDING LOCATED WITHIN THE SOUTH COAST BUSINESS PARK ("Premises").

3.   TERM.

3.1      TERM. The term of this Subleases shall be for APX. TWENTY AND
         TWO/THIRDS (20 2/3) MONTHS commencing on APRIL 9, 1999 and ending
         on DECEMBER 31, 2000 unless sooner terminated pursuant
         to any provision hereof.

3.2      DELAY IN COMMENCEMENT. Sublessor agrees to use reasonable efforts to
         deliver possession of the Premises by the commencement date. If,
         despite said efforts, Sublessor is unable to deliver possession as
         agreed. Sublessee agrees that Sublessor shall not be liable whatsoever
         for such failure to deliver possession.

4.   RENT.

4.1      BASE RENT. Sublessee shall pay to Sublessor as Base Rent for the
         Premises equal monthly payments of $12,150.00 in advance, on the 1ST
         day of each month of the term thereof. Sublessee shall pay Sublessor
         upon the execution hereof $7,290 as Base Rent for April 12, 1999 TO
         APRIL 30, 1999 Base Rent for any period during the term hereof which is
         for less than one month shall be a pro rata portion of the monthly
         installment.

4.2      RENT DEFINED. All monetary obligations of Sublessee to Sublessor
         under the terms of the Sublease (except for the Security Deposit )
         are deemed to be rent ("RENT"). Rent shall be payable in lawful
         money of the United States to Sublessor at the address stated herein
         or to such other persons or at such other places as Sublessor may
         designate in writing. (See Addendum)

5.       SECURITY DEPOSIT. Sublessee shall deposit with Sublessor upon execution
         hereof $12,150.00 as security for Sublessee's faithful performance of
         Sublessee's obligations hereunder. The rights and obligations of
         Sublessor and Sublessee as to said Security Deposit shall be as set
         forth in paragraph 5 of the Master Lease (as modified by Paragraph 7.3
         of this Sublease).

6.   USE.

6.1      AGREED USE. The Premises shall be used and occupied only for general
         office use and for no other purpose.

6.2      Acceptance of Premises and Lessee.  Sublessee acknowledges that:

         (a)  It has been advised by Brokers to satisfy itself with respect to
              the condition of the Premises (including but not limited to the
              electrical, HVAC and fire sprinkler systems, security,
              environmental aspects, and compliance with applicable
              Requirements), and their suitability for Sublessee's intended use,

<PAGE>

         (b)  Sublessee has made such investigation as it deems necessary with
              reference to such matters and assumes all responsibility therefore
              as the same relate to its occupancy of the Premises, and
         (c)  Neither Sublessor, Sublessor's agents, nor any Broker has made any
              oral or written representations or warranties with respect to said
              matters other than as set forth in this Sublease.

In addition, Sublessor acknowledges that:

         (a)  Broker has made no representations, promises or warranties
              concerning Sublessee's ability to honor the Sublease or
              suitability to occupy the Premises, and
         (b)  It is Sublessor's sole responsibility to investigate the
              financial capability and /or suitability of all proposed
              tenants.

7.   MASTER LEASE

7.1      Sublessor is the lessee of the Premises by virtue of a lease,
         hereinafter the "MASTER LEASE", a copy of which is attached thereto
         marked Exhibit 1, wherein WILLIAM D AND EDNA J. WRIGHT DBA SOUTH COAST
         BUSINESS PARK is the lessor, hereinafter the "MASTER LESSOR"

7.2      This Sublease is and shall be at all times subject and subordinate
         to the Master Lease and shall be subject to consent of Master Lessor.

7.3      The terms, conditions and respective obligations of Sublessor and
         Sublessee to each other under this Sublease shall be subordinate to -
         the terms and conditions of the Master Lease. Therefore, for the
         purposes of this Sublease, wherever in the Master Lease the word
         "Lessor" is used it shall be deemed to mean the Sublessor herein and
         wherever in the Master Lease the word "Lessee' is used it shall be
         deemed to mean the Sublessee herein.

7.4      During the term of this Sublease and for all periods subsequent for
         obligations which have arisen prior to the termination of this
         Sublease, Sublessee does hereby expressly assume and agree to perform
         and comply with, for the benefit of Sublessor and Master Lessor, each
         and every obligation of Sublessor under the Master Lease except for the
         following paragraphs which excluded therefrom: 2.1 PREMISES SHALL BE
         AMENDED TO REFLECT SUBLESSEE'S PREMISES AS 9,000 SF

7.5      The obligations that Sublessee has assumed under paragraph 7.4 hereof
         are hereinafter referred to as the "SUBLESSEE'S ASSUMED OBLIGATIONS".
         The obligations that sublessee has not assumed under paragraph 7.4
         hereof are hereinafter referred to as the "SUBLESSOR'S REMAINING
         OBLIGATIONS".

7.6      Sublessee shall hold Sublessor free and harmless from all liability,
         judgment, costs, damages, claims or demands, including reasonable
         attorneys fees, arising out of Sublessee's failure to comply with or
         perform Sublessee's Assumed Obligations.

7.7      Sublessor agrees to maintain the Master Lease during the entire term of
         this Sublease, subject, however, to any earlier termination of the
         master Lease without the fault of the Sublessor, and to comply with or
         perform Sublessor's Remaining obligations and to hold Sublessee free
         and harmless from all liability, judgments, costs, damages, claims or
         demands arising out of Sublessor's failure to comply with or perform
         Sublessor's Remaining Obligations.

7.8      Sublessor represents to Sublessee that the Master Lease is in full
         force and effect and that to Sublessor's knowledge, no default
         exists on the part of any party to the Master Lease.

<PAGE>

8.   ASSIGNMENT OF SUBLEASE AND DEFAULT.

8.1      Sublessor hereby assigns and transfers to Master Lessor the
         Sublessor's interest in this Sublease, subject however to the
         provisions of Paragraph 8.2 hereof.

8.2      Master Lessor, by executing this document, agrees that until a Default
         shall occur in the performance of Sublessor's obligations under the
         Master Lease, that Sublessor may receive, collect and enjoy the Rent
         accruing under this Sublease. However, if Sublessor shall Default in
         the performance of its obligations to Master Lessor then Master Lessor
         may, at its option, receive and collect, directly from Sublessee, all
         Rent owing and to be owed under this Sublease. Master Lessor shall not,
         by reason of this assignment of the Sublease not by reason of the
         collection of the Rent from the Sublessee, be deemed liable to
         Sublessee for any failure of the Sublessor to perform and comply with
         Sublessor's Remaining Obligations.

8.3      Sublessor hereby irrevocably authorizes and directs Sublessee upon
         receipt of any written notice from the Master Lessor stating that a
         Default exists in the performance of Sublessor's obligations under the
         Master Lease, to pay to Master Lessor the Rent due and to become due
         under the Sublease. Sublessor agrees that Sublessee shall have the
         right to rely upon any such statement and request from mater Lessor,
         and that Sublessee shall pay such Rent to Master Lessor without any
         obligation or right to inquire as to whether such Default exists and
         notwithstanding any notice from or claim from Sublessor to the contrary
         and Sublessor shall have no right or claim against Sublessee for any
         such Rent so paid by Sublessee.

8.4      No changes or modifications shall be made to this Sublease without
         the consent of Master Lessor.

9.   CONSENT OF MASTER LESSOR.

9.1      In the event that the Master Lease requires that Sublessor obtain the
         consent of Master Lessor to any subletting by Sublessor then, this
         Sublease shall not be effective unless, within then days of the date
         hereof, master Lessor signs this Sublease thereby giving its consent to
         this Subletting.

9.2      In the event that the obligations of the Sublessor under the Master
         Lease have been guaranteed by third parties then neither this Sublease,
         nor the Master Lessor's consent, shall be effective unless, within 10
         days of the date hereof, said guarantors sign this Sublease thereby
         giving their consent to this sublease.

9.3      In the event that Master Lessor does give such consent then:
         (a)  Such consent shall not release Sublessor of its obligations or
              alter the primary liability of Sublessor to pay the Rent and
              perform and comply with all the obligations of Sublessor to be
              performed under the Master Lease.
         (b)  The acceptance of Rent by Master Lessor from Sublessee or
              anyone else liable under the master Lease shall not be deemed a
              waiver by Master Lessor of any provisions of the Master Lease.
         (c)  The consent to this Sublease shall not constitute a consent to
              any subsequent subletting or assignment.
         (d)  In the event of any Default of Sublessor under the Master Lease,
              Master Lessor may proceed directly against Sublessor, any
              guarantors or anyone else liable under the Master Lease or this
              Sublease without first exhausting Master Lessor's remedies against
              any other person or entity liable thereon to Master Lessor.
         (e)  Master lessor may consent to subsequent sublettings and
              assignments of the Master Lease or this Sublease or any amendments
              or modifications thereto without notifying Sublessor or any one
              else liable under the Master Lease and without obtaining their
              consent and such action shall not relieve such persons from
              liability.
         (f)  In the event that Sublessor shall Default in its obligations under
              the Master Lease, then Master Lessor, at its option and without
              being obligated to do so, may require Sublessee to attorn to
              Master Lessor in which event Master Lessor shall undertake the
              obligations of Sublessor under

<PAGE>

              this Sublease from the time of the exercise of said option to
              termination of this Sublease but Master Lessor shall not be
              liable for any prepaid Rent nor any Security deposit paid by
              Sublessee, not shall Master Lessor be liable for any other
              Defaults of the Sublessor under the Sublease.

9.4      The signatures of the Master Lessor and any Guarantors of Sublessor
         at the end of this document shall constitute their consent to the
         terms of the Sublease.

9.5      Master Lessor acknowledges that, to the best of Master Lessor's
         knowledge, no Default presently exists under the Master Lease of
         obligations to be performed by Sublessor and that the Master Lease is
         in full force and effect.

9.6      In the event that Sublessor Defaults under its obligations to be
         performed under the Master Lease by Sublessor, Master Lessor agrees to
         deliver to Sublessee a copy of any such notice of default. Sublessee
         shall have the right to cure any Default of Sublessor described in any
         notice of default within ten days after service of such notice of
         default on Sublessee. If such Default is cured by Sublessee then
         Sublessee shall have the right of reimbursement and offset from and
         against Sublessor.

10.   BROKERS FEE.

10.1     Upon execution hereof by all parties, Sublessor shall pay to PACIFICA
         COMMERCIAL REALTY a licensed real estate broker, ("BROKER"), a fee as
         set forth in a separate agreement between Sublessor and Broker, or in
         the event there is no such separate agreement, the sum of $27,500.00
         for brokerage services rendered by Broker to Sublessor in this
         transaction.

10.2     Sublessor agrees that if Sublessee exercises any option of right of
         first refusal as granted by Sublessor herein, or any option or right
         substantially similar thereto, either to extend the term of this
         sublease, to renew this Sublease, to purchase the Premises, or to lease
         or purchase adjacent property which Sublessor may own or in which
         Sublessor has an interest, then Sublessor shall pay to Broker a fee in
         accordance with the schedule of Broker in effect at the time of the
         execution of this Sublease. Notwithstanding the foregoing, Sublessor's
         obligation under this Paragraph 10.2 is limited to a transaction in
         which Sublessor is acting as a Sublessor, lessor or seller.

10.3     Master Lessor agrees that if Sublessee shall exercise any option or
         right of first refusal granted to Sublessee by Master Lessor in
         connection with this Sublease, or any option or right substantially
         similar thereto, either to extend or renew the Master Lease, to
         purchase the Premises or any part thereof, or to lease or purchase
         adjacent property which Master Lessor may own or in which Master
         Lessor has an interest, or if Broker is the procuring cause of any
         other lease or sale entered into between Sublessee and Master Lessor
         pertaining to the Premises, any part thereof, or any adjacent
         property which Master Lessor owns or in which it has an interest,
         then as to any of said transactions, Master Lessor shall pay to
         Broker a fee, in cash, in accordance with the schedule of Broker in
         effect at the time of the execution of this Sublease.

10.4     Any fee due from Sublessor or Master Lessor hereunder shall be due and
         payable upon the exercise of any option to extend or renew, upon the
         execution of any new lease, or, in the event of a purchase, at the
         close of escrow.

10.5     Any transferee of Sublessor's interest in this Sublease, or of Master
         Lessor's interest in the Master Lease by accepting an assignment
         thereof, shall be deemed to have assumed the obligations of Sublessor
         or Master Lessor under this Paragraph 10. Broker shall be deemed to be
         a third-party beneficiary of this paragraph 10.

11.  ATTORNEY'S FEE. If any party or the Broker named herein brings an action to
     enforce the terms hereof or to declare rights hereunder, the prevailing
     party in any such action, on trial and appeal, shall be entitled to his
     reasonable attorney's fees to be paid by the losing party as fixed by the
     Court.

12.  ADDITIONAL PROVISIONS. [If there are no additional provisions, draw a line
     from this point to the next printed word after the space left here. If
     there are additional provisions place the same here.]
                                    See Addendum

<PAGE>

-------------------------------------------------------------------------------
ATTENTION:  NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE
LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1.   SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
     SUBLEASE.
2.   RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION
     OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED
     TO:  THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCE, THE ZONING OF THE
     PROPERTY, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND
     OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR SUBLESSEE'S
     INTENDED USE.

WARNING:  IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN
CALIFORNIA, CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BE REVISED TO
COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
-------------------------------------------------------------------------------

Executed at:                          QAD, INC., A DELAWARE CORPORATION
             -----------------
On:                                   By /s/ Barry [ILLEGIBLE]
   ---------------------------           -------------------------
Address:                              By
         ---------------------           -------------------------
                                      "Sublessor" (Corporate Seal)

Executed at:                          VALUE CLICK, INC., A DELAWARE CORPORATION
            ------------------
On:                                   By /s/ [ILLEGIBLE]
   ---------------------------           ----------------------------------
Address:                              By
         ---------------------           ----------------------------------
                                      "Sublessee" (Corporate Seal)

Executed at:                          William D. and Edna J. Wright dba
            ------------------
                                      South Coast Business Park
On:                                   By /s/ [ILLEGIBLE] Wright [ILLEGIBLE]
   ---------------------------           ----------------------------------
Address:                              By
         ---------------------           ----------------------------------
                                      "Master Lessor" (Corporate Seal)

NOTE:  THESE FORMS ARE OFTEN MODIFIED TO MET CHANGING REQUIREMENTS OF LAW AND
NEEDS OF THE INDUSTRY.  ALWAYS WRITE OR CALL TO MAKE SURE YOU ARE UTILIZING
THE MOST CURRENT FORM: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 SO.
FLOWER ST., SUITE 600, LOS ANGELES,  CA 90017.  (213) 687-8777.

<PAGE>


                                    EXHIBIT A


                                                Premises:   6450 Via Real
                                                Sublessor:  QAD Inc.
                                                Sublessee:  ValueClick LLC
                                                Date:       April 1, 1999


                                                 Balance
                                                   Left

Danbury
                  Desk & Return                      8
                  Credenza                           5

Book Case
                  Wood (4' x 6')                     2
                  Metal                              2

Storage Cabinet                                      1

Reception Cabinet                                    1

Action Office Cubes                                  5

Chairs
                  Rolling                            4
                  Plastic                            6

Tables
                  Conference Room                    1
                  4' Sectional                       1
                  4' Round                           1
                  Rectangular                        7
                  Folding                            2

PRICE FOR ALL                                    $0.00

                                            Initials:  Sublessor [ILLEGIBLE]
                                                       Sublessee [ILLEGIBLE]
                                                       Lessor    [ILLEGIBLE]


<PAGE>


                                    EXHIBIT B


                                                Premises:   6450 Via Real
                                                Sublessor:  QAD Inc.
                                                Sublessee:  ValueClick LLC
                                                Date:       April 1, 1999



                                                  Total
                                                  Count


Danbury (Wood Desk)
                  Desk & Return                      12
                  Credenza                           11

Book Case
                  Wood (4' x 6')                     25
                  Metal                               4

PRICE FOR ALL:                                $5,000.00

                                      Initials:  Sublessor [ILLEGIBLE]
                                                 Sublessee [ILLEGIBLE]
                                                 Lessor    [ILLEGIBLE]

<PAGE>

                          ADDENDUM TO STANDARD SUBLEASE
                               Premises: 6450 Via Real
                               Sublessor: QAD Inc.
                               Sublessee:  ValueClick LLC
                               Date: April 1, 1999

4.2  ADDENDUM:      In addition to the Base Rent, Sublessee shall pay to
                    Sublessor on or before the date such payments are to be
                    made by Sublessor under the master Lease, additional rent
                    in an amount equal to Sublessee's prorata share of all
                    operating expenses, taxes, utilities, rent increases and
                    other amounts of any kind whatsoever payable by Sublessor
                    to Master Lessor under the Master Lease. Sublessee's
                    prorata share of such amounts shall be determined by
                    Sublessor in its reasonable discretion based upon the
                    size of the Premises hereunder relative to the Premises
                    leased under the Master Lease and such other factors as
                    may be reasonably considered by commercial landlords in
                    making such determinations. Sublessee agrees to make such
                    payments within five (5) days of the delivery of written
                    notice by Sublessor. In the event that Sublessee fails to
                    make payments a s required hereunder, Sublessee agrees to
                    pay a late charge equal to ten percent (10%) of the
                    overdue amount and pay interest on such overdue amount at
                    ten percent (10%) per annum on the date that such payment
                    is due until the date Sublessor receives payment.

13.  PARKING:       Sublessee shall be entitled to use twenty-seven (27)
                    unreserved parking spaces during the term to this
                    Sublease.

14. FURNITURE:      14.1 QAD shall include at no cost to ValueClick all of
                    the furniture listed on Exhibit A dated march 31, 1999.
                    The furniture listed on Exhibit A dated march 31, 1999.
                    The furniture listed shall be given to ValueClick upon
                    the mutual execution of the Sublease.

                    14.2 QAD shall sell to ValueClick for the sum of five
                    Thousand dollars ($5000) all of the furniture listed on
                    Exhibit B dated march 31, 1999. The furniture listed on
                    exhibit B shall be transferred when QAD vacated 6420 Via
                    Real, expected to be on or about June 10, 1999.

15.  SIGNAGE:       QAD authorizes ValueClick to relocate the existing
                    Monument sign approximately six (6) feet and install a
                    new monument sign for ValueClick. QAD's consent is
                    subject to the consent of the Master Lessor.

16.  OPTION TO      Provided Sublessor has exercised its one remaining option to
     EXTEND:        extend the Master Lease, Sublessee is hereby granted the
                    Option to Extend the term of this Sublease for one (1)
                    additional period of three (3) years. The Option shall be
                    exercised by the delivery of a written notice to
                    Sublessor no earlier than two hundred seventy (270) days
                    and no later than one hundred eighty five (185) days
                    prior to the expiration of the Sublease term. The
                    extension granted hereunder shall be on the same terms
                    and conditions applicable to the initial term, except as
                    to tent, which shall be increased per the terms of the
                    Master Lease. In the event that Sublessee exercises said
                    Option to Extend, then Sublessor agrees to pay Grey
                    Bartholomew of Pacifica Commercial Realty a brokerage
                    commission equal to six percent (6%) of the value of the
                    Option term. Said commission shall be due and payable
                    once the Option has been exercised.

17. REPRESENTATION  Each individual executing this Sublease on behalf of
    OF SUBLESSEE:   Sublessee represents and warrants that each such individual
                    is duly authorized to execute and deliver this Sublease
                    on behalf of Sublessee in accordance with a duly adopted
                    resolution of Sublessee's board of Directors, and that
                    this Sublease is binding on Sublessee in accordance with
                    its terms, and that upon request of Sublessor, Sublessee
                    shall deliver a copy of such resolution to Sublessor.

                                      Initials:  Sublessor [ILLEGIBLE]
                                                 Sublessee [ILLEGIBLE]
                                                 Lessor    [ILLEGIBLE]