LICENSE AGREEMENT
This LICENSE AGREEMENT (this
“Agreement”), dated as of this 20th day of
July 2007, by and between the Delaware Technology Park,
Inc., (“Licensor”) and Cloudtech Sensors,
Inc. (“Licensee”).
WITNESSETH:
WHEREAS, Licensor is the master
lessee of a building owned by Delaware Technology Park, Inc. on
land owned by the University of Delaware at 1 Innovation Way,
Newark, DE 19711 (the “Building”).
WHEREAS, Licensor desires to grant to
Licensee and Licensee desires to obtain from Licensor a license to
enter the portion of the Building located on the first floor in
Suite 400 consisting of Room 426 shown on Exhibit A
attached hereto and made a part hereof (the
“Premises”), for the purposes hereinafter set for a
period of one (1) year commencing on August 1,
2007.
WHEREAS, Licensor is an early-stage
developer of smart, rugged, handheld detectors.
NOW, THEREFORE, in consideration of
the mutual promises contained herein, Licensor and Licensee agree
as follows:
1. Licensed
Area. Licensor hereby grants to Licensee and Licensee hereby
accepts from Licensor a revocable license (the
“License”) to use the Premises, subject to the terms
and conditions contained herein.
2. Term
. The term of the License granted hereby shall commence on
August 1, 2007 or the date Licensee occupies the Premises (the
“Commencement Date”) and shall expire on midnight on
July 31, 2008. Following the expiration of the initial term,
this License shall be automatically extended on a monthly basis,
unless License is canceled by either party by giving 60 days
advance written notice of cancellation to the other party.
3. License
Fee . The fee for the use of the Premises by Licensee (the
“License Fee”) shall be payable in advance, in equal
monthly installments of $462.00, with payment for the first month
due upon execution of this Agreement and thereafter on the first
day of each month. If the Commencement Date is not the first day of
a calendar month, or if this License should terminate at any time
other than the last day of a calendar month, the amount of License
Fee due from Licensee for the portion of such month shall be
proportionately adjusted based on that portion of the month that
this License is in effect. If Licensee fails to pay an installment
of the License Fee within five days after the due date, a late fee
equal to 5% of the past due installment may be assessed at the
option of the Licensor. In the event the term of this License is
extended pursuant to Paragraph 2, the License Fee during any
such extension shall be $485.10 per month.
4.
Purpose. The Premises may be used only for such purposes as
will promote and support operation of Licensee’s information
technology consulting and services business. Premises is for
general office use and uses accessory and incidental thereto, and
no other uses.
5. Condition
of Premises. Licensor has made no representations to the
condition of the Premises or the fitness or availability of the
Premises for any particular use, and Licensee shall accept the
Premises in the configuration shown on Exhibit A built to a
specification similar to that space contiguous to the
Premises.
6. Right to
Enter . Licensee shall have the right at Licensee’s
expense to secure the Premises with appropriate locks and security
devices consistent with building standard elements. Notwithstanding
the foregoing, Licensor, its agents (including, without limitation,
Licensor’s Manager under the Management Agreement defined
below) or employees shall be given the necessary keys (and/or
security information necessary in order for Licensor to enter the
Premises, and Licensor, its agents and employees may enter the
Premises at reasonable times including normal business hours), and
at any time in the event of an emergency, to: (a) exhibit the
Premises to prospective purchasers or tenants of the Building or
the Premises; (b) inspect the Premises to see that Licensee is
complying with its obligations hereunder; (c) make repairs,
alterations, improvements and additions required of Licensor under
the terms hereof, or that are advisable in Licensor’s
determination to preserve the integrity, safety and good order of
all or any part of the Premises or the Building, including any
systems serving the Building which run through the Premises, or
which maybe necessary to comply with applicable laws, ordinances or
other requirements of any governmental entity or agency having
jurisdiction; (d) provide any services required under this
License; and (e) remove any alterations, additions or
improvements made by Licensee in violation of Paragraph 13
hereof.
7.
Insurance . Licensee shall carry at its sole expense during
the Term (i) all-risk insurance, or its equivalent, insuring
Licensee’s interest in its improvements to the Premises and
any and all furniture, equipment, supplies, contents and other
property owned, leased, held or possessed by it and contained
therein, such insurance coverage to be in an amount equal to the
full insurable value of such improvements and property, as such may
increase from time to time; and (ii) worker’s compensation
insurance as required by applicable law. Licensee shall also
procure and maintain throughout the Term a policy or policies of
insurance, insuring Licensee, Licensor, Delaware Technology Park,
Inc., Bernard Management Co., the University of Delaware and any
other person designated by Licensor, against any and all liability
for injury to or death of a person or persons and for damage to
property occasioned by or arising out of any construction work
being done on the Premises or other portions of the Building, or
arising out of the condition, use, or occupancy of the Premises,
the installation, operation, removal or maintenance of
Licensee’s equipment at the Premises or in any way arising
out of any activities in or about the Premises or the Building,
such policy to have a combined single limit of not less than Five
Hundred Thousand and No/ 100 Dollars ($500,000) and Licensee shall
have included in all policies of insurance respectively obtained by
it with respect to the Building or the Premises a waiver by the
insurer of all right of subrogation in connection with any loss or
damage thereby insured against. To the full extent permitted by
law, Licensee waives all right of recovery against Licensor and
agrees to release it from liability for, loss or damage. All said
insurance policies shall be carried with companies licensed to do
business in the State of Delaware reasonably satisfactory to
Licensor and shall be non-cancellable except after thirty
(30) days’ written notice to Licensor. Duly executed
certificates of such insurance shall be delivered to Licensor prior
to the Commencement Date and at least thirty (30) days prior
to the expiration of each respective policy term. Each insurance
policy will contain a provision requiring thirty (30) days
prior written notice to Licensor and any named insured if the
policy is materially changed, canceled or not renewed.
8.
Compliance with Law. Licensee, at its expense, shall comply
with all applicable laws, ordinances, orders, rules and regulations
of any governmental authority having jurisdiction, whether now or
hereafter in effect (“Applicable Laws”), which pertain
to the Premises or Licensee’s use thereof, and all Applicable
Laws affecting the physical condition of the Premises or the
particular manner in which Licensee uses the Premises, and all
Applicable Laws pertaining to air or water quality, the use,
storage or disposal of any hazardous substance, pollutant or other
contaminant, waste disposal, air emissions and other environmental
matters.
9.
Indemnification .
(a) Licensee does hereby agree to
defend, indemnify and hold Licensor, its partners, members,
stockholders, officers, directors, employees, agents, and
contractors harmless from and against any and all liability for any
injury to or death of any person or persons or any damage to
property in any way arising out of or in connection with the
condition, use or occupancy of the Premises, or in any way arising
out of any activities in or about the Premises or the Building, of
Licensee, its assignees or subtenants or of the respective agents,
employees, licensees, contractors or invitees of Licensee or its
assignees or subtenants, and from all costs, expenses and
liabilities (including, but not limited to, court costs and
reasonable attorneys’ fees) incurred by Licensor in
connection therewith, excepting however, liability caused by or
resulting from the gross negligence or willful misconduct of
Licensor or its agents, employees, licensees or contractors.
(b)
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