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Exhibit
10.13
LICENSE
AGREEMENT
THIS LICENSE AGREEMENT made
as of the 1st day of November, 2007, by and between The Patriot
Group, LLC, a Delaware limited liability company
(“Patriot”), and Golden Pond Healthcare, Inc., a
Delaware corporation (“GPH”).
RECITAL:
WHEREAS, on March 15,
2007, Patriot entered into a Lease (the “Lease”) with
F&F Management Co. (“Landlord”) for certain office
space in the building located at 1120 Post Road, Darien, CT 06820
(such office space, the “Premises”); and
WHEREAS, GPH desires to
license from Patriot a portion of the Premises, consisting of three
(3) adjoining offices as shown on Exhibit A
attached hereto (the “Offices”).
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is mutually agreed as follows:
1. Patriot hereby licenses to
GPH and GPH hereby licenses from Patriot, the Offices, together
with the furniture, if any, located therein on the date of
occupancy, pursuant to the terms, conditions and limitations set
forth herein. GPH shall have exclusive use of the Offices during
the term of this License. GPH shall also have the non-exclusive use
of the common areas serving the Premises, pursuant to the terms,
conditions and limitations set forth herein. GPH may reasonably use
the office equipment (copiers, fax machines, etc.) located in the
common areas of the Premises with Patriot’s prior consent,
and may reasonably use the conference room, subject to prior
scheduling and availability.
2. The term of this License
shall be for a period of five (5) months, commencing on
November 1, 2007, and ending on March 31, 2008, except
that this License shall automatically terminate as otherwise
provided herein or upon thirty (30) days’ prior written
notice.
3. Subject to such uses being
lawful, GPH shall use and occupy the Offices for general office
purposes, in compliance with all zoning regulations, the building
code and all applicable laws, rules and regulations. GPH shall take
no action that would violate the Lease.
4. GPH shall pay $4,500.00
per month, pro rated for any partial months, as consideration for
the use of the Offices. The license fee shall be paid in advance on
the first day of each calendar month, without notice or demand and
without any set off or deduction whatsoever. Patriot acknowledges
that GPH has paid, on the date hereof, the first and last
months’ license fees, in the aggregate amount of
$9,000.00.
5. GPH shall also pay to
Patriot monthly all telephone charges (including the initial cost
of three handsets) properly allocable to GPH, without markup.
Patriot will make available its T-1 lines for GPH’s internet
access needs and will provide four (4) telephone lines,
connected through the Patriot switch, for use by GPH during the
term of this License.
6. Patriot does not, in any
way, represent or warrant the fitness of the Premises for the use
contemplated by GPH. GPH acknowledges that it has inspected the
Premises and accepts the same in their present condition “AS
IS”.
7. Patriot shall not be
required to render any services to GPH or to make any repairs or
replacements to the Premises. Patriot’s sole obligation shall
be to use reasonable efforts in diligently pursuing such services
from Landlord under the Lease.
8. GPH shall take good care
of the Offices and the equipment and furnishings located therein.
GPH shall not damage any part of the Premises or the property of
Patriot or disturb the quiet enjoyment of any other licensees or
occupants of the Premises.
9. GPH agrees to comply with
the rules and regulations set forth on Exhibit B
attached hereto. Patriot reserves the right to make such other
rules and regulations as it deems reasonable.
10. Patriot may immediately
terminate this License upon the failure of GPH to cure a default
within ten (10) days of notice of default from Patriot, and in
any manner resume full possession of the Premises. No right or
remedy granted or reserved unto Patriot hereunder shall be deemed
to be exclusive of any other or additional right or remedy
available to Patriot at law or in equity.
11. GPH shall quit and
surrender peaceably and quietly, to Patriot, its agent or attorney,
possession of the Premises at the expiration or other termination
of this License, in good order and con
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